NEE 8-K
Nextera Energy Inc (NEE)
8-K
2026-08-11
For: 2026-08-10
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August 11, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: August 10, 2026
| Commission File Number | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | IRS Employer Identification Number | ||||||||||||
(561 ) 694-4000
State or other jurisdiction of incorporation or organization: Florida
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has 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 Exchange Act. ☐
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 18, 2026, on May 15, 2026, NextEra Energy, Inc., a Florida corporation (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, Inc., a Virginia corporation (Dominion Energy), entered into an Agreement and Plan of Merger (the Merger Agreement). Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub Corp intends to merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the Surviving Corporation) and a wholly owned subsidiary of NEE (the First Merger), and (ii) immediately following the First Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub as the surviving entity (the Surviving Entity) and a wholly owned subsidiary of NEE (the Second Merger and, together with the First Merger, the Mergers). The First Merger will become effective at the time the Clerk of the Virginia State Corporation Commission issues a certificate of merger with respect to the articles of merger pertaining to the First Merger or at such later time as may be agreed by NEE and Dominion Energy in writing and specified in such articles of merger. Consummation of the First Merger remains subject to the satisfaction or waiver of certain closing conditions specified in the Merger Agreement. If consummation of the First Merger takes place, the acquisition will be required to be described in Item 2.01 of a Current Report on Form 8-K. The purpose of this Current Report on Form 8-K is to file the Financial Information (as defined below), and to allow such Financial Information to be incorporated by reference into NEE's registration statements previously filed with the SEC under the Securities Act of 1933, as amended (the Securities Act).
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included or incorporated by reference in this Current Report on Form 8-K, including, among other things, statements regarding the proposed business combination transaction between NEE and Dominion Energy and future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the anticipated closing date for the proposed transactions and other aspects of NEE’s or Dominion Energy’s operations or operating results are forward-looking statements. Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions or events can be used to identify forward-looking statements. Where, in any forward-looking statement, NEE or Dominion Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. Any forward-looking statement is not a guarantee of future performance, outcomes or results and is subject to numerous risks, uncertainties and other factors, many of which are beyond NEE’s or Dominion Energy’s control, that could cause actual performance, outcomes or results to differ materially from what is expressed or implied in the forward-looking statement.
These factors include a failure by NEE to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed transactions may not be fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders required to consummate the proposed transactions and the timing of the closing of the proposed transactions, including the risk that the conditions to closing are not satisfied on a timely basis or at all or the failure of the transactions to close for any other reason or to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or regulatory approval, consent or authorization that may be required for the proposed 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; unanticipated difficulties, liabilities or expenditures relating to the transactions, including the impact of potential litigation relating to the transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally, including the parties’ relationships with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the proposed transactions on the parties’ common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the proposed transactions disrupt either party’s current plans and operations, including due to the diversion of the attention of management from ordinary course business operations, and potential difficulties in hiring or retaining employees as a result of the proposed transactions; any rating agency actions; the impact of the announcement or pendency of the proposed transactions on either party’s ability to access capital, including the short- and long-term debt markets, on a timely and affordable basis; general worldwide economic conditions and related uncertainties; the effect and timing of changes in laws or in governmental regulations (including environmental); fluctuations in trading prices of securities of NEE and in the financial results of NEE or Dominion Energy; and the timing and extent of changes in interest rates, commodity prices and demand and market prices for electricity or gas. The registration
statement on Form S-4 (Registration No. 333-297351) filed by NEE with the SEC on July 9, 2026 (the Registration Statement), 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 (the definitive joint proxy statement/prospectus), describe additional risks in connection with the proposed transactions. While the list of factors presented here and the list of factors presented in the Registration Statement and the definitive joint proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to NEE’s and Dominion Energy’s respective periodic reports and other filings with the SEC, including the risk factors contained in NEE’s and Dominion Energy’s most recently filed Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.
Any forward-looking statements included in this Current Report on Form 8-K represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the date(s) indicated in such statement). Except as required by law, neither NEE nor Dominion Energy undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed transactions, NEE has filed with the SEC the Registration Statement, which includes a joint proxy statement of NEE and Dominion Energy that also constitutes a prospectus of NEE. The
Registration Statement was declared effective by the SEC on July 23, 2026. NEE filed the definitive joint proxy statement/prospectus with the SEC, and Dominion Energy filed a definitive proxy statement with the SEC, in each case, on July 28, 2026, and each of NEE and Dominion Energy commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about July 28, 2026.Each of NEE and Dominion Energy may also file other relevant documents with the SEC regarding the proposed transactions. This Current Report on Form 8-K is not a substitute for the definitive joint proxy statement/prospectus or Registration Statement or any other document that NEE or Dominion Energy may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEE, DOMINION ENERGY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Registration Statement and the definitive joint proxy statement/prospectus and other documents containing important information about NEE, Dominion Energy and the proposed transactions filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by NEE are available free of charge on NEE’s website at http://www.investor.nexteraenergy.com/ or by contacting NEE’s Investor Relations Department by email at [email protected] or by phone at (800) 222-4511. Copies of the documents filed with the SEC by Dominion Energy are available free of charge on Dominion Energy’s website at http://investors.dominionenergy.com or by contacting Dominion Energy’s Investor Relations Department by email at [email protected] or by phone at (804) 819-2438.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired.* | ||||
*Note: Business has not yet been acquired. Financial statements are provided in connection with a pending business combination.
The unaudited condensed consolidated financial statements of Dominion Energy as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, and the related notes to the condensed consolidated financial statements, are included in Dominion Energy's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed by Dominion Energy with the SEC on July 31, 2026, and are incorporated herein by reference as Exhibit 99.1 hereto (the Dominion Energy Financial Information). The aforementioned notes to the unaudited condensed consolidated financial statements of Dominion Energy are combined with the notes to certain financial statements of Virginia Electric and Power Company (Virginia Power); no financial information related to Virginia Power in Exhibit 99.1 hereto is considered to be a component of the Dominion Energy Financial Information that is being incorporated by reference herein and, to the extent this Current Report on Form 8-K is incorporated by reference into any other filing made by NEE with the SEC under the Securities Act or the Exchange Act, such financial information related to Virginia Power will not be deemed incorporated by reference into such other filing unless specifically provided otherwise in such filing.
| (b) | Pro Forma Financial Information.** | ||||
**Note: Business has not yet been acquired. Pro forma financial information is provided in connection with a pending business combination.
The unaudited pro forma condensed combined financial statements of NEE reflecting the Mergers as of June 30, 2026 and for the six months ended June 30, 2026 and for the year ended December 31, 2025 and the related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein (the Pro Forma Financial Information and, together with the Dominion Energy Financial Information, the Financial Information).
| (d) | Exhibits. | ||||
The following exhibits are being filed herein.
| Exhibit Number | Description | ||||||||||
| 99.1 | Unaudited condensed consolidated financial statements of Dominion Energy as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, and the related notes to the condensed consolidated financial statements (incorporated by reference from Dominion Energy's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on July 31, 2026, File No. 001-08489) | ||||||||||
| 99.2 | |||||||||||
| 101 | Interactive data files for this Form 8-K formatted in Inline XBRL | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 10, 2026
| NEXTERA ENERGY, INC | ||
| (Registrant) | ||
| WILLIAM J. GOUGH | ||
| William J. Gough | ||
| Vice President, Controller and Chief Accounting Officer | ||
Exhibit 99.2
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 Statements of Income for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to the Mergers as if they had been completed on January 1, 2025. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 gives effect to the Mergers as if they had been completed on June 30, 2026. The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, (i) the historical audited consolidated financial statements of NEE and accompanying notes included in NEE’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on February 13, 2026, (ii) the historical unaudited condensed consolidated financial statements of NEE and accompanying notes included in NEE’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 filed with the SEC on July 24, 2026, (iii) the historical audited consolidated financial statements of Dominion Energy and accompanying notes included in Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2025 incorporated by reference as Exhibit 99.1 to NEE's Current Report on Form 8-K filed on June 15, 2026, and (iv) the historical unaudited condensed consolidated financial statements of Dominion Energy and accompanying notes incorporated by reference as Dominion Energy’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 included in Exhibit 99.1 to this Form 8-K.
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.
1
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 | $ | 296 | $ | (610) | 4A, 4F | $ | 2,552 | |||||||||||||||||||||||
Customer receivables, net of allowances | 4,708 | 2,773 | — | 7,481 | ||||||||||||||||||||||||||||
Other receivables | 2,181 | 735 | — | 2,916 | ||||||||||||||||||||||||||||
Materials, supplies and fuel inventory | 2,616 | 2,007 | — | 4,623 | ||||||||||||||||||||||||||||
Regulatory assets | 349 | 2,125 | (3) | 4L | 2,471 | |||||||||||||||||||||||||||
Derivatives | 1,352 | 490 | — | 1,842 | ||||||||||||||||||||||||||||
Other | 1,395 | 1,286 | — | 2,681 | ||||||||||||||||||||||||||||
Total current assets | 15,467 | 9,712 | (613) | 24,566 | ||||||||||||||||||||||||||||
Other assets: | ||||||||||||||||||||||||||||||||
Property, plant and equipment – net | 170,452 | 81,738 | 1,489 | 4B | 253,679 | |||||||||||||||||||||||||||
Special use funds | 11,678 | 9,907 | — | 21,585 | ||||||||||||||||||||||||||||
Investment in equity method investees | 5,971 | 127 | — | 6,098 | ||||||||||||||||||||||||||||
Prepaid benefit costs | 2,902 | 2,776 | — | 5,678 | ||||||||||||||||||||||||||||
Regulatory assets | 7,336 | 8,465 | (477) | 4L | 15,324 | |||||||||||||||||||||||||||
Derivatives | 2,045 | 689 | — | 2,734 | ||||||||||||||||||||||||||||
Goodwill | 5,152 | 4,143 | 35,910 | 4D | 45,205 | |||||||||||||||||||||||||||
Other | 11,804 | 4,334 | 410 | 4C | 16,548 | |||||||||||||||||||||||||||
Total other assets | 217,340 | 112,179 | 37,332 | 366,851 | ||||||||||||||||||||||||||||
TOTAL ASSETS | $ | 232,807 | $ | 121,891 | $ | 36,719 | $ | 391,417 | ||||||||||||||||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||
Commercial paper | $ | 1,736 | $ | 2,087 | $ | 1,366 | 4E | $ | 5,189 | |||||||||||||||||||||||
Other short-term debt | 4,258 | 1,739 | (375) | 4E | 5,622 | |||||||||||||||||||||||||||
Current portion of long-term debt | 5,413 | 2,879 | — | 8,292 | ||||||||||||||||||||||||||||
Accounts payable | 6,558 | 1,242 | — | 7,800 | ||||||||||||||||||||||||||||
Customer deposits | 1,181 | 303 | — | 1,484 | ||||||||||||||||||||||||||||
Accrued interest and taxes | 1,851 | 899 | — | 2,750 | ||||||||||||||||||||||||||||
Derivatives | 1,034 | 226 | — | 1,260 | ||||||||||||||||||||||||||||
Accrued construction-related expenditures | 3,348 | 764 | — | 4,112 | ||||||||||||||||||||||||||||
Regulatory liabilities | 398 | 609 | — | 1,007 | ||||||||||||||||||||||||||||
Other | 3,197 | 1,258 | 135 | 4F, 4H, 4K | 4,590 | |||||||||||||||||||||||||||
Total current liabilities | 28,974 | 12,006 | 1,126 | 42,106 | ||||||||||||||||||||||||||||
Other liabilities and deferred credits: | ||||||||||||||||||||||||||||||||
Long-term debt | 98,790 | 46,719 | 29 | 4G | 145,538 | |||||||||||||||||||||||||||
Asset retirement obligations | 3,794 | 7,507 | — | 11,301 | ||||||||||||||||||||||||||||
Deferred income taxes | 13,365 | 8,336 | 364 | 4H, 4M | 22,065 | |||||||||||||||||||||||||||
Regulatory liabilities | 13,118 | 9,422 | 211 | 4L, 4M | 22,751 | |||||||||||||||||||||||||||
Derivatives | 1,732 | 235 | — | 1,967 | ||||||||||||||||||||||||||||
Other | 4,875 | 4,055 | (522) | 4C, 4K, 4M | 8,408 | |||||||||||||||||||||||||||
Total other liabilities and deferred credits | 135,674 | 76,274 | 82 | 212,030 | ||||||||||||||||||||||||||||
TOTAL LIABILITIES | 164,648 | 88,280 | 1,208 | 254,136 | ||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||||||||||
REDEEMABLE NONCONTROLLING INTERESTS | 64 | — | — | 64 | ||||||||||||||||||||||||||||
EQUITY | ||||||||||||||||||||||||||||||||
Preferred stock | — | 991 | (991) | 4E, 4I | — | |||||||||||||||||||||||||||
Common stock – par value | 21 | — | 7,376 | 4I | 7,397 | |||||||||||||||||||||||||||
Additional paid-in capital | 19,325 | 25,947 | 31,535 | 4I | 76,807 | |||||||||||||||||||||||||||
Retained earnings | 37,828 | 2,084 | (2,509) | 4I | 37,403 | |||||||||||||||||||||||||||
Accumulated other comprehensive income (loss) | (48) | (100) | 100 | 4I | (48) | |||||||||||||||||||||||||||
Total common shareholders' equity | 57,126 | 28,922 | 35,511 | 121,559 | ||||||||||||||||||||||||||||
Noncontrolling interests | 10,969 | 4,689 | — | 15,658 | ||||||||||||||||||||||||||||
TOTAL EQUITY | 68,095 | 33,611 | 35,511 | 137,217 | ||||||||||||||||||||||||||||
TOTAL LIABILITIES AND EQUITY | $ | 232,807 | $ | 121,891 | $ | 36,719 | $ | 391,417 | ||||||||||||||||||||||||
2
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 | $ | 9,499 | $ | (563) | 4J | $ | 23,171 | |||||||||||||||||||||||
OPERATING EXPENSES | ||||||||||||||||||||||||||||||||
Fuel, purchased power and interchange | 2,703 | 3,266 | — | 5,969 | ||||||||||||||||||||||||||||
Other operations and maintenance | 2,881 | 1,956 | — | 4,837 | ||||||||||||||||||||||||||||
Merger-related expenses | 32 | 13 | — | 45 | ||||||||||||||||||||||||||||
Depreciation and amortization | 3,128 | 1,246 | — | 4,374 | ||||||||||||||||||||||||||||
Taxes other than income taxes and other – net | 1,295 | 1,297 | — | 2,592 | ||||||||||||||||||||||||||||
Total operating expenses – net | 10,039 | 7,778 | — | 17,817 | ||||||||||||||||||||||||||||
GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 250 | — | — | 250 | ||||||||||||||||||||||||||||
OPERATING INCOME | 4,446 | 1,721 | (563) | 5,604 | ||||||||||||||||||||||||||||
OTHER INCOME (DEDUCTIONS) | ||||||||||||||||||||||||||||||||
Interest expense | (1,774) | (1,116) | — | (2,890) | ||||||||||||||||||||||||||||
Other – net | 1,064 | 681 | — | 1,745 | ||||||||||||||||||||||||||||
Total other income (deductions) – net | (710) | (435) | — | (1,145) | ||||||||||||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | 3,736 | 1,286 | (563) | 4,459 | ||||||||||||||||||||||||||||
INCOME TAX (BENEFIT) EXPENSE | (573) | 170 | (141) | 4H | (544) | |||||||||||||||||||||||||||
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 | (153) | — | 864 | ||||||||||||||||||||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEE | $ | 5,326 | $ | 963 | $ | (422) | $ | 5,867 | ||||||||||||||||||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||||||||||||||
Basic | 2,083.0 | 737.6 | 4N | 2,820.6 | ||||||||||||||||||||||||||||
Assuming dilution | 2,092.9 | 737.6 | 4N | 2,830.5 | ||||||||||||||||||||||||||||
Earnings from continuing operations per share attributable to NEE: | ||||||||||||||||||||||||||||||||
Basic | $ | 2.56 | 4N | $ | 2.08 | |||||||||||||||||||||||||||
Assuming dilution | $ | 2.54 | 4N | $ | 2.07 | |||||||||||||||||||||||||||
3
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 | $ | 16,506 | $ | (996) | 4C, 4J | $ | 42,922 | |||||||||||||||||||||||
OPERATING EXPENSES | ||||||||||||||||||||||||||||||||
Fuel, purchased power and interchange | 4,944 | 4,868 | — | 9,812 | ||||||||||||||||||||||||||||
Other operations and maintenance | 5,399 | 3,547 | — | 8,946 | ||||||||||||||||||||||||||||
Merger-related expenses | — | — | 500 | 4F | 500 | |||||||||||||||||||||||||||
Depreciation and amortization | 6,580 | 2,387 | — | 8,967 | ||||||||||||||||||||||||||||
Taxes other than income taxes and other – net | 2,469 | 1,290 | — | 3,759 | ||||||||||||||||||||||||||||
Total operating expenses – net | 19,392 | 12,092 | 500 | 31,984 | ||||||||||||||||||||||||||||
GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 260 | — | — | 260 | ||||||||||||||||||||||||||||
OPERATING INCOME | 8,280 | 4,414 | (1,496) | 11,198 | ||||||||||||||||||||||||||||
OTHER INCOME (DEDUCTIONS) | ||||||||||||||||||||||||||||||||
Interest expense | (4,572) | (2,022) | — | (6,594) | ||||||||||||||||||||||||||||
Other – net | 822 | 1,219 | (151) | 4L | 1,890 | |||||||||||||||||||||||||||
Total other income (deductions) – net | (3,750) | (803) | (151) | (4,704) | ||||||||||||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | 4,530 | 3,611 | (1,647) | 6,494 | ||||||||||||||||||||||||||||
INCOME TAX (BENEFIT) EXPENSE | (802) | 532 | (750) | 4H, 4M | (1,020) | |||||||||||||||||||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 5,332 | 3,079 | (897) | 7,514 | ||||||||||||||||||||||||||||
NET LOSS (INCOME) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,503 | (67) | — | 1,436 | ||||||||||||||||||||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEE | $ | 6,835 | $ | 3,012 | $ | (897) | $ | 8,950 | ||||||||||||||||||||||||
Weighted average number of shares outstanding: | ||||||||||||||||||||||||||||||||
Basic | 2,064.5 | 737.6 | 4N | 2,802.1 | ||||||||||||||||||||||||||||
Assuming dilution | 2,070.6 | 737.6 | 4N | 2,808.2 | ||||||||||||||||||||||||||||
Earnings from continuing operations per share attributable to NEE: | ||||||||||||||||||||||||||||||||
Basic | $ | 3.31 | 4N | $ | 3.19 | |||||||||||||||||||||||||||
Assuming dilution | $ | 3.30 | 4N | $ | 3.19 | |||||||||||||||||||||||||||
4
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation
The unaudited pro forma condensed combined financial statements were derived from historical consolidated financial statements of NextEra Energy, Inc. (NEE) and Dominion Energy, Inc. (Dominion Energy) which were prepared in accordance with U.S. GAAP. Certain accounting policy alignment and reclassification adjustments were made to conform Dominion Energy's historical financial statement presentation with NEE's historical financial statement presentation, see Note 3 and Note 4 for additional information. Further, there were no material intercompany transactions between NEE and Dominion Energy for the six months ended June 30, 2026 and for the year ended December 31, 2025.
The Merger is being accounted for as a business combination using the acquisition method of accounting under U.S. GAAP, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. As the transaction has not closed, the initial accounting for the Merger is not complete and the valuations necessary to assess the fair values of certain assets acquired and liabilities assumed are preliminary. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial statements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. The preliminary amounts recognized are subject to revision until the valuations are completed and to the extent that additional information is obtained about the facts and circumstances that exist as of the acquisition date. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.
2. Preliminary Purchase Price Allocation
The table below represents the preliminary calculation of estimated Merger consideration for the purposes of the unaudited pro forma condensed combined financial statements.
Estimated Merger Consideration | ||||||||
(millions) | ||||||||
Purchase price from stock consideration(a)(b) | $ | 64,858 | ||||||
Cash consideration | 360 | |||||||
Total estimated Merger consideration | $ | 65,218 | ||||||
______________________
(a)Represents the estimated fair value of approximately 738 million shares of NEE common stock which shares were calculated per the Merger Agreement using Dominion Energy share counts and conversion methods outlined therein. For the purposes of the unaudited pro forma condensed combined financial statements, the estimate is based on NEE's closing stock price of $87.93 on July 30, 2026, which is the practicable date prior to filing the unaudited pro forma condensed combined financial statements.
(b)Certain NEE common stock issued to Dominion Energy employees is subject to a vesting period of 3 years from the initial grant date. The estimated fair value of the awards attributed to pre-Merger services was deemed not material and is not included in the purchase price from stock consideration. The estimated fair value of the awards attributed to post-Merger services has been excluded from the purchase price and instead will be accounted for post-Merger as stock-based compensation expense in accordance with U.S. GAAP.
The preliminary estimated Merger consideration could significantly differ from the amounts presented due to movements in NEE’s stock price until the Mergers are consummated. A sensitivity analysis related to the fluctuation in NEE’s stock price was performed to assess the impact that a hypothetical change of 10% on the closing price of NEE's common stock on July 30, 2026 would have on the estimated Merger consideration and preliminary goodwill at the closing of the Mergers:
Change in Stock Price | Stock Price | Estimated Merger Consideration | Preliminary Goodwill Impact | |||||||||||||||||
| (millions) | ||||||||||||||||||||
10% Increase | $ | 96.72 | $ | 71,701 | $ | 6,484 | ||||||||||||||
10% Decrease | $ | 79.14 | $ | 58,734 | $ | (6,484) | ||||||||||||||
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed from Dominion Energy are recognized and measured at fair value. The purchase price allocation is preliminary and is based on available information and certain assumptions, which NEE believes are reasonable.
In estimating the fair value of regulatory assets and liabilities, NEE considered the applicable regulatory framework, under which rates are designed to allow recovery of the costs of providing service to customers, including a reasonable rate of return
5
on invested capital. These regulatory constructs represent a key input in the valuation of such balances and indicate that the carrying values of the assets and liabilities recoverable through rates are representative of their fair values.
The following table presents a preliminary allocation of the estimated Merger consideration to the fair values of the identifiable assets acquired and liabilities assumed from Dominion Energy, based on Dominion Energy's balance sheet as of June 30, 2026, as adjusted for accounting policy alignment and reclassification adjustments as well as acquisition accounting adjustments shown below.
| June 30, 2026 | |||||
(millions) | |||||
Total estimated Merger consideration | $ | 65,218 | |||
Total current assets | $ | 9,709 | |||
Property, plant, and equipment | 83,227 | ||||
| Regulatory assets | 7,988 | ||||
| Special use funds | 9,907 | ||||
Other assets, including intangible assets | 8,336 | ||||
Total estimated fair value of assets acquired | 119,167 | ||||
Total current liabilities | 12,997 | ||||
Long-term debt | 46,748 | ||||
Regulatory liabilities | 9,633 | ||||
Deferred income taxes | 8,700 | ||||
Asset retirement obligations | 7,507 | ||||
Other liabilities | 3,728 | ||||
Total estimated fair value of liabilities assumed | 89,313 | ||||
| Noncontrolling interest | 4,689 | ||||
Estimated net assets acquired | $ | 25,165 | |||
Goodwill | $ | 40,053 | |||
3. Accounting Policy Alignment and Reclassification Adjustments
Certain reclassification and accounting policy alignment adjustments have been made to conform Dominion Energy's historical financial statement presentation to NEE's historical financial statement presentation and accounting policies as part of the unaudited pro forma condensed combined financial statement preparation. During the preparation of these unaudited pro forma condensed combined financial statements, NEE performed a preliminary analysis of Dominion Energy’s historical financial information to identify any differences in accounting policies that would require reclassification of Dominion Energy's historical financial statement presentation to conform to NEE's accounting policies. Aside from the accounting policy alignment and reclassification adjustments identified herein and in Note 4, NEE is not aware of any material differences between the accounting policies of NEE and Dominion Energy. However, upon completion of the merger and a more comprehensive comparison and assessment, additional differences may be identified.
6
The following reflects the accounting policy alignment and reclassification adjustments made to present Dominion Energy’s historical consolidated balance sheet as of June 30, 2026 in conformity with that of NEE:
June 30, 2026 | ||||||||||||||||||||||||||||||||
(millions) | ||||||||||||||||||||||||||||||||
Presentation in Historical Financial Statements | NEE Presentation | Dominion Energy Historical | Reclassification | Note | Dominion Energy as Conformed | |||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | $ | 296 | — | $ | 296 | ||||||||||||||||||||||||||
Customer receivables (less allowance for doubtful accounts) | Customer accounts receivable, net of allowance | 2,773 | — | 2,773 | ||||||||||||||||||||||||||||
Tax receivables | 434 | (434) | (a) | — | ||||||||||||||||||||||||||||
Other receivables (less allowance for doubtful accounts) | Other receivables | 301 | 434 | (a) | 735 | |||||||||||||||||||||||||||
Inventories | Materials, supplies and fuel inventory | 2,007 | — | 2,007 | ||||||||||||||||||||||||||||
Regulatory assets | Regulatory assets | 2,125 | — | 2,125 | ||||||||||||||||||||||||||||
Derivative assets | Derivatives | 490 | — | 490 | ||||||||||||||||||||||||||||
Prepayments | 539 | (539) | (b) | — | ||||||||||||||||||||||||||||
Other (current assets) | Other (current assets) | 482 | 804 | (b)(c) | 1,286 | |||||||||||||||||||||||||||
Assets held for sale | 265 | (265) | (c) | — | ||||||||||||||||||||||||||||
Nuclear decommissioning trust funds | Special use funds | 9,907 | — | 9,907 | ||||||||||||||||||||||||||||
Investment in equity method affiliates | Investment in equity method investees | 127 | — | 127 | ||||||||||||||||||||||||||||
Other (investments) | 390 | (390) | (d) | — | ||||||||||||||||||||||||||||
Property, plant and equipment | Property, plant and equipment – net | 109,913 | (28,175) | (e) | 81,738 | |||||||||||||||||||||||||||
Accumulated depreciation and amortization | (28,175) | 28,175 | (e) | — | ||||||||||||||||||||||||||||
Goodwill | Goodwill | 4,143 | — | 4,143 | ||||||||||||||||||||||||||||
| Prepaid benefit costs | — | 2,776 | (f) | 2,776 | ||||||||||||||||||||||||||||
| Derivatives | — | 689 | (g) | 689 | ||||||||||||||||||||||||||||
Regulatory assets | Regulatory assets | 8,465 | — | 8,465 | ||||||||||||||||||||||||||||
Other (noncurrent assets) | Other (noncurrent assets) | 7,409 | (3,075) | (d)(f)(g) | 4,334 | |||||||||||||||||||||||||||
Total Assets | $ | 121,891 | $ | — | $ | 121,891 | ||||||||||||||||||||||||||
7
Presentation in Historical Financial Statements | NEE Presentation | Dominion Energy Historical | Reclassification | Note | Dominion Energy as Conformed | |||||||||||||||||||||||||||
| Liabilities and equity | ||||||||||||||||||||||||||||||||
| Securities due within one year | Current portion of long-term debt | $ | 4,043 | $ | (1,164) | (h)(i) | $ | 2,879 | ||||||||||||||||||||||||
Supplemental credit facility borrowings | 200 | (200) | (i) | — | ||||||||||||||||||||||||||||
Short-term debt | Other short-term debt | 2,462 | (723) | (h)(j) | 1,739 | |||||||||||||||||||||||||||
| Commercial paper | — | 2,087 | (j) | 2,087 | ||||||||||||||||||||||||||||
| Accounts payable | Accounts payable | 1,242 | — | 1,242 | ||||||||||||||||||||||||||||
| Customer deposits | — | 303 | (k) | 303 | ||||||||||||||||||||||||||||
Accrued interest and taxes | — | 899 | (l) | 899 | ||||||||||||||||||||||||||||
| Accrued interest, payroll and taxes | 1,099 | (1,099) | (l)(m) | — | ||||||||||||||||||||||||||||
Derivatives | — | 226 | (n) | 226 | ||||||||||||||||||||||||||||
| Accrued construction-related expenses | — | 764 | (n) | 764 | ||||||||||||||||||||||||||||
| Regulatory liabilities | Regulatory liabilities | 609 | — | 609 | ||||||||||||||||||||||||||||
| Other (current liabilities) | Other (current liabilities) | 2,219 | (961) | (k)(m) (n)(o) | 1,258 | |||||||||||||||||||||||||||
| Liabilities held for sale | 132 | (132) | (o) | — | ||||||||||||||||||||||||||||
| Long-term debt | Long-term debt | 38,032 | 8,687 | (p) | 46,719 | |||||||||||||||||||||||||||
| Securitization bonds | 794 | (794) | (p) | — | ||||||||||||||||||||||||||||
| Junior subordinated notes | 7,462 | (7,462) | (p) | — | ||||||||||||||||||||||||||||
| Other (long-term debt) | 431 | (431) | (p) | — | ||||||||||||||||||||||||||||
| Deferred income taxes | Deferred income taxes | 8,336 | — | 8,336 | ||||||||||||||||||||||||||||
| Deferred investment tax credits | 1,500 | (1,500) | (q) | — | ||||||||||||||||||||||||||||
| Regulatory liabilities | Regulatory liabilities | 9,422 | — | 9,422 | ||||||||||||||||||||||||||||
| Asset retirement obligations | — | 7,507 | (r) | 7,507 | ||||||||||||||||||||||||||||
| Derivatives | — | 235 | (s) | 235 | ||||||||||||||||||||||||||||
| Other (long-term liabilities) | Other (long-term liabilities) | 10,297 | (6,242) | (q)(r) (s) | 4,055 | |||||||||||||||||||||||||||
| Preferred stock | Preferred stock | 991 | — | 991 | ||||||||||||||||||||||||||||
| Common stock – no par | Additional paid-in capital | 25,947 | — | 25,947 | ||||||||||||||||||||||||||||
| Retained earnings | Retained earnings | 2,084 | — | 2,084 | ||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | (100) | — | (100) | ||||||||||||||||||||||||||||
| Noncontrolling interests | Noncontrolling interests | 4,689 | — | 4,689 | ||||||||||||||||||||||||||||
| Total liabilities and equity | $ | 121,891 | $ | — | $ | 121,891 | ||||||||||||||||||||||||||
______________________
(a)Reclassification of $434 million from tax receivables to other receivables.
(b)Reclassification of $539 million from prepayments to other (current assets).
(c)Reclassification of $265 million from assets held for sale to other (current assets).
(d)Reclassification of $390 million from other (investments) to other (noncurrent assets).
(e)Reclassification of $28,175 million from accumulated depreciation and amortization to property, plant and equipment – net.
(f)Reclassification of $2,776 million from other (noncurrent assets) to prepaid benefit costs.
(g)Reclassification of $689 million from other (noncurrent assets) to derivatives (noncurrent assets).
(h)Relates to reclassification of $114 million of lease obligations and $1,250 million of term loans from securities due within one year to other short-term debt.
(i)Reclassification of $200 million from supplemental credit facility borrowings to current portion of long-term debt.
(j)Reclassification of $2,087 million from short-term debt to commercial paper.
(k)Reclassification of $303 million from other (current liabilities) to customer deposits.
(l)Reclassification of $899 million from accrued interest, payroll and taxes to accrued interest and taxes.
(m)Relates to reclassification of $200 million of accrued payroll from accrued interest, payroll and taxes to other (current liabilities).
(n)Reclassification of $226 million and $764 million from other (current liabilities) to derivatives (current liabilities) and accrued construction-related expenses, respectively.
(o)Reclassification of $132 million from liabilities held for sale to other (current liabilities).
(p)Reclassification of $794 million, $7,462 million and $431 million from securitization bonds, junior subordinated notes and other (long-term debt), respectively, to long-term debt.
(q)Relates to the reclassification of $1,500 million from deferred investment tax credits to other (noncurrent liabilities).
(r)Reclassification of $7,507 million from other (noncurrent liabilities) to asset retirement obligations.
(s)Reclassification of $235 million from other (noncurrent liabilities) to derivatives (noncurrent liabilities).
8
The following accounting policy alignment and reclassification adjustments were made to present the Dominion Energy’s historical consolidated statement of income for the six months ended June 30, 2026 in conformity with that of the NEE:
Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
(millions) | ||||||||||||||||||||||||||||||||
Presentation in Historical Financial Statements | NEE Presentation | Dominion Energy Historical | Reclassification | Note | Dominion Energy as Conformed | |||||||||||||||||||||||||||
Operating revenue | Operating revenues | $ | 9,499 | $ | — | $ | 9,499 | |||||||||||||||||||||||||
Electric fuel and other energy-related purchases | Fuel, purchased power and interchange | 2,921 | 345 | (a) | 3,266 | |||||||||||||||||||||||||||
Purchased electric capacity | 149 | (149) | (a) | — | ||||||||||||||||||||||||||||
Purchased gas | 196 | (196) | (a) | — | ||||||||||||||||||||||||||||
Other operations and maintenance | Other operations and maintenance | 1,969 | (13) | (b) | 1,956 | |||||||||||||||||||||||||||
Merger-related expenses | — | 13 | (b) | 13 | ||||||||||||||||||||||||||||
Depreciation and amortization | Depreciation and amortization | 1,246 | — | 1,246 | ||||||||||||||||||||||||||||
Other taxes | Taxes other than income taxes and other – net | 438 | 859 | (c) | 1,297 | |||||||||||||||||||||||||||
Impairment of assets and other charges | 859 | (859) | (c) | — | ||||||||||||||||||||||||||||
Other income (expense) | Other – net | 681 | — | 681 | ||||||||||||||||||||||||||||
Interest and related charges | Interest expense | 1,116 | — | 1,116 | ||||||||||||||||||||||||||||
Income tax expense | Income tax expense (benefit) | 170 | — | 170 | ||||||||||||||||||||||||||||
Noncontrolling interests | Net income attributable to noncontrolling interests | 153 | — | 153 | ||||||||||||||||||||||||||||
Net income from continuing operations attributable to Dominion Energy | Net income from continuing operations attributable to NEE | $ | 963 | $ | — | $ | 963 | |||||||||||||||||||||||||
______________________
(a)Reclassification of $149 million from purchased electric capacity and $196 million from purchased gas to fuel, purchase power and interchange.
(b)Reclassification of $13 million from other operations and maintenance to merger-related expenses.
(c)Reclassification of $859 million from impairment of assets and other charges to taxes other than income taxes and other – net.
9
The following accounting policy alignment and reclassification adjustments were made to present Dominion Energy’s historical consolidated statement of income for the year ended December 31, 2025 in conformity with that of NEE:
Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||
(millions) | ||||||||||||||||||||||||||||||||
Presentation in Historical Financial Statements | NEE Presentation | Dominion Energy Historical | Reclassification | Note | Dominion Energy as Conformed | |||||||||||||||||||||||||||
Operating revenue | Operating revenues | $ | 16,506 | $ | — | $ | 16,506 | |||||||||||||||||||||||||
Electric fuel and other energy-related purchases | Fuel, purchased power and interchange | 4,489 | 379 | (a) | 4,868 | |||||||||||||||||||||||||||
Purchased electric capacity | 82 | (82) | (a) | — | ||||||||||||||||||||||||||||
Purchased gas | 297 | (297) | (a) | — | ||||||||||||||||||||||||||||
Other operations and maintenance | Other operations and maintenance | 3,547 | — | 3,547 | ||||||||||||||||||||||||||||
Depreciation and amortization | Depreciation and amortization | 2,387 | — | 2,387 | ||||||||||||||||||||||||||||
Other taxes | Taxes other than income taxes and other – net | 773 | 517 | (b) | 1,290 | |||||||||||||||||||||||||||
Impairment of assets and other charges | 517 | (517) | (b) | — | ||||||||||||||||||||||||||||
Other income (expense) | Other – net | 1,219 | — | 1,219 | ||||||||||||||||||||||||||||
Interest and related charges | Interest expense | 2,022 | — | 2,022 | ||||||||||||||||||||||||||||
Income tax expense | Income tax expense (benefit) | 532 | — | 532 | ||||||||||||||||||||||||||||
Noncontrolling interests | Net income attributable to noncontrolling interests | 67 | — | 67 | ||||||||||||||||||||||||||||
Net income from continuing operations attributable to Dominion Energy | Net income from continuing operations attributable to NEE | $ | 3,012 | $ | — | $ | 3,012 | |||||||||||||||||||||||||
______________________
(a)Reclassification of $82 million from purchased electric capacity and $297 million from purchased gas to fuel, purchase power and interchange.
(b)Reclassification of $517 million from impairment of assets and other charges to taxes other than income taxes and other – net.
10
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements
A. Reflects a reduction of $360 million to reflect the cash portion of the Merger consideration to be paid by NEE (see Note 2).
B. Reflects a step-up of $1,489 million in the fair value of the property, plant and equipment associated with the unregulated operations acquired. Fair value was estimated using significant assumptions about operating strategies and estimates of future cash flows, which required assessments of current and projected market conditions. Forecasting future cash flows requires assumptions regarding forecasted commodity prices for the sale of power and purchases of fuel and the expected operations of assets. For the six months ended June 30, 2026 and the year ended December 31, 2025, the change between Dominion Energy's historical depreciation and the depreciation calculated based on the estimated fair valued property, plant and equipment was not material.
C. Reflects adjustments to measure the acquired intangible assets and liabilities related to the unregulated operations at their preliminary estimated fair value. The intangible assets relate to commodity and services contracts related to nuclear fuel and the intangible liabilities relate to solar and nuclear purchased power agreements (PPAs), respectively, at their preliminary estimated fair value (see table below). The nuclear fuel contract assets represent non-derivative commodity and supply contracts acquired from Dominion Energy. The initial amount recorded for the nuclear fuel contracts is the difference between the market value of the contract at the time of acquisition and the contract value based on the terms of the contract. The nuclear fuel contract assets are amortized over the life of the contract in relation to the expected realization of the underlying cash flows. Amortization of the nuclear fuel contract assets is ultimately recorded in fuel, purchased power and interchange. Solar and nuclear PPA liabilities represent non-derivative energy contracts acquired from Dominion Energy. The initial amount recorded for the solar and nuclear PPAs is the difference between the market value of the contracts at the time of acquisition and the contract value based on the terms of each contract. The solar and nuclear PPA liabilities are amortized over the life of the respective contract in relation to the expected realization of the underlying cash flows. Amortization of the solar and nuclear PPA liabilities is recorded in operating revenues.
For the six months ended June 30, 2026, the amortization of solar and nuclear PPA liabilities was not material. For the year ended December 31, 2025, the amortization of solar and nuclear PPA liabilities resulted in an increase of $129 million to operating revenue. For the six months ended June 30, 2026 and the year ended December 31, 2025, the amortization of the nuclear fuel contract assets was not material.
Preliminary Fair Value | Estimated Weighted Average Useful Life | |||||||||||||
| (millions) | ||||||||||||||
Nuclear fuel contract assets(a) | $ | 410 | 12 years | |||||||||||
Solar and nuclear PPA liabilities(b) | $ | 938 | 11 years | |||||||||||
______________________
(a)Nuclear fuel contract assets are included in other (noncurrent assets).
(b)Solar and nuclear PPA liabilities are included in other (noncurrent liabilities).
D. Reflects the elimination of Dominion Energy's historical goodwill and the recognition of preliminary estimated goodwill as a result of the Mergers. The preliminary estimated goodwill is not tax deductible. Refer to Note 2 for the preliminary purchase price allocation.
E.Reflects the repayment, through the issuance of commercial paper, of $375 million of Dominion Energy Reliability Investment Demand Notes and the redemption of $991 million of issued and outstanding shares of Series C Preferred which are required to be redeemed before transaction closing per the Merger Agreement. For the six months ended June 30, 2026 and the year ended December 31, 2025, the interest expense associated with this issuance of commercial paper was not material.
F.Represents the additional estimated merger-related transaction costs yet to be expensed or accrued in NEE's historical financial statements through June 30, 2026. Estimated merger-related transaction costs include investment banker, advisory, legal, valuation and other professional fees. NEE's total estimated merger-related transaction costs amount to approximately $500 million. After recognizing $45 million of merger-related expenses during the six-months ended June 30, 2026, the remaining $455 million is reflected as a pro forma adjustment as of June 30, 2026. Approximately $250 million in fees are expected to be paid at closing and are reflected as a reduction to cash and cash equivalents with the remaining balance reflected in other current liabilities. These transaction costs are non-recurring.
G.Reflects an adjustment of $29 million to measure the long-term debt related to the unregulated operations, net of amounts due within one year, at its estimated fair value. For the six months ended June 30, 2026 and the year ended December 31, 2025, the amortization of the fair value adjustment to interest expense was not material.
11
H.Represents the estimated tax impact of the pro forma adjustments based on an assumed tax rate of 25.0%. The assumed tax rate reflects a blended average statutory rate based on the assumed jurisdiction for the pro forma adjustments and current structure. The effective tax rate of NEE following the acquisition could be different depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined statement of operations are estimated, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. For the six months ended June 30, 2026 and the year ended December 31, 2025, the estimated tax benefit of $141 million and $375 million, respectively, is reflected in income tax expense (benefit). At June 30, 2026, the $80 million estimated tax benefit related to the merger-related transaction costs (see Note 4F) is reflected as a reduction in other (current liabilities) and the $60 million estimated tax impact of the pro forma adjustments is reflected as an increase in deferred income taxes (liability).
I.The following tables summarize the transaction accounting adjustments impacting the equity balances of NEE as combined with Dominion Energy:
Elimination of Dominion Energy's Historical Equity | Stock Consideration (See Note 2) | Transaction Adjustments | Total Pro Forma Adjustments | ||||||||||||||||||||
(millions) | |||||||||||||||||||||||
Preferred stock | $ | — | $ | — | $ | (991) | (a) | $ | (991) | ||||||||||||||
Common stock – par value | — | 7,376 | — | 7,376 | |||||||||||||||||||
Additional paid-in capital | (25,947) | 57,482 | — | 31,535 | |||||||||||||||||||
Retained earnings | (2,084) | — | (425) | (b) | (2,509) | ||||||||||||||||||
Accumulated other comprehensive loss | 100 | — | — | 100 | |||||||||||||||||||
Total | $ | (27,931) | $ | 64,858 | $ | (1,416) | $ | 35,511 | |||||||||||||||
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(a)Reflects the redemption of issued and outstanding shares of Series C Preferred before transaction closing as required per the Merger Agreement (see Note E).
(b)Reflects the after-tax estimated merger-related transaction costs (see Note 4F) and the incremental charitable contribution commitment (see Note 4K).
J.This adjustment reflects a straight-line recognition of the $2.25 billion customer bill credits to be provided by certain Dominion Energy subsidiaries over a 24-month period beginning subsequent to transaction closing. For the six months ended June 30, 2026, the recognition of customer bill credits resulted in a decrease of $563 million to operating revenue. For the year ended December 31, 2025, the recognition of customer bill credits resulted in a decrease of $1,125 million to operating revenue. Actual recognition pattern has not been determined.
K.Reflects the commitment of the $50 million over 5 years incremental charitable contributions commitment of NEE, subsequent to transaction closing, to be shared among Virginia, South Carolina and North Carolina, $10 million of which is reflected in other (current liabilities).
L.This adjustment removes current and noncurrent regulatory assets of $3 million and $477 million, respectively, and noncurrent regulatory liabilities of $81 million related to the defined benefit pension and other postretirement benefit plans after reflecting the impact of conforming to NEE's accounting policy related to the recognition of actuarial gains and losses on the defined benefit pension and other postretirement benefit plans from immediate recognition to an amortization approach for the unregulated operations and the removal of unrecognized gains and losses in applying purchase accounting. For the six months ended June 30, 2026, the impact of this change was not material. For the year ended December 31, 2025, the impact of this change was a decrease to net pension and other postretirement benefits credits of $151 million which is reflected in other – net.
M.This adjustment reclassifies $292 million of deferred investment tax credits (ITCs) related to the regulated operations from other (noncurrent labilities) to regulatory liabilities (noncurrent), as well as, removes the deferred ITCs related to the unregulated operations of $1,208 million in other (noncurrent liabilities) and the related $304 million deferred income tax asset in deferred income taxes (liability) to reflect the net impact of conforming with NEE's accounting policy of recognizing ITCs as a reduction to income tax expense when the related energy property is placed into service versus deferring ITCs and recognizing over the depreciable life of the related energy property. For the six months ended June 30, 2026, the net impact was not material. For the year ended December 31, 2025, the net impact was an increase of $375 million to income tax benefit.
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N.The unaudited pro forma combined basic and diluted earnings per share calculations are based on the average basic and diluted shares of NEE. The following table summarizes the computation of the unaudited pro forma combined basic and diluted earnings per share:
Six months ended June 30, 2026 | Year ended December 31, 2025 | |||||||||||||
(millions, except per share amounts) | ||||||||||||||
Numerator – Pro forma combined net income from continuing operations attributable to NEE | $ | 5,867 | $ | 8,950 | ||||||||||
Denominator: | ||||||||||||||
Weighted-average number of NEE shares outstanding – basic | 2,083.0 | 2,064.5 | ||||||||||||
Shares of NEE common stock issued | 737.6 | 737.6 | ||||||||||||
Pro forma NEE shares outstanding – basic | 2,820.6 | 2,802.1 | ||||||||||||
Equity units, stock options, performance share awards, restricted stock and exchangeable notes | 9.9 | 6.1 | ||||||||||||
Pro forma NEE shares outstanding – assuming dilution | 2,830.5 | 2,808.2 | ||||||||||||
Pro forma earnings from continuing operations per share attributable to NEE: | ||||||||||||||
Basic | $ | 2.08 | $ | 3.19 | ||||||||||
Assuming dilution | $ | 2.07 | $ | 3.19 | ||||||||||
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