EX-99.1 3 exhibit991tonepdated12x27x.htm EX-99.1 Document

Exhibit 99.1

Introduction

The unaudited pro forma consolidated statements of income and balance sheet (pro forma financial statements) are derived from the historical consolidated financial statements of NextEra Energy Partners, LP (NEP) and NET Midstream, LLC and NEP DC Holdings, LLC, both NEP subsidiaries that indirectly own interests in natural gas pipeline assets located in Texas (Texas pipelines), to illustrate the effect of the December 28, 2023 sale of the Texas pipelines. The pro forma financial statements are based on, and should be read in conjunction with, the consolidated financial statements of NEP included in NEP's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (SEC). The pro forma financial statements are also based on, and should be read in conjunction with, the condensed consolidated financial statements of NEP included in NEP's Quarterly Report on Form 10-Q for the nine months ended September 30, 2023 filed with the SEC.

The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to transaction accounting adjustments that reflect the disposal of the Texas pipelines. The pro forma financial statements have been derived by the application of transaction accounting adjustments to the historical consolidated financial statements of NEP. The unaudited pro forma consolidated statements of income for the years ended December 31, 2022, 2021 and 2020 and for the nine months ended September 30, 2023 give effect to the sale of the Texas pipelines, which will be accounted for as discontinued operations, as if it had occurred on January 1, 2020. Since the unaudited pro forma consolidated statements of income only include continuing operations, the estimated gain on sale is not included in any period presented. The unaudited pro forma consolidated balance sheet as of September 30, 2023 gives effect to the sale of the Texas pipelines as if it had occurred on September 30, 2023.

The sale of the Texas pipelines is subject to closing adjustments that have not yet been finalized. Accordingly, the transaction accounting adjustments are preliminary, and have been made solely for the purpose of providing pro forma financial statements as required by the SEC rules. Differences between these preliminary estimates and the final sale accounting may be material. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the results of operations and financial position would have been had the sale of the Texas pipelines been completed on the dates indicated, nor are they necessarily indicative of future results of operations or financial position.

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NEXTERA ENERGY PARTNERS, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)

Nine months ended September 30, 2023
NEP HistoricalTransaction Accounting AdjustmentsNEP
Pro Forma
OPERATING REVENUES
Renewable energy sales$    847$    —$    847
Texas pipelines service revenues171(171)(a)
Total operating revenues1,018(171)847
OPERATING EXPENSES
Operations and maintenance412(22)(a)390
Depreciation and amortization412(27)(a)385
Taxes other than income taxes and other54(6)(a)48
Total operating expenses – net878(55)823
OPERATING INCOME140(116)24
OTHER INCOME (DEDUCTIONS)
Interest expense(207)13(a)(194)
Equity in earnings of equity method investees131(2)(a)129
Equity in earnings of non-economic ownership interests1616
Other – net61(a)7
Total other income (deductions) – net(54)12(42)
INCOME (LOSS) BEFORE INCOME TAXES86(104)(18)
INCOME TAXES16(8)(b)8
NET INCOME (LOSS)70(96)(26)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS1871(c)89
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP$    88$ (25)$    63
Earnings per common unit attributable to NextEra Energy Partners, LP – basic$ 0.96$ (0.26)$ 0.70
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution
$ 0.96$ (0.26)$ 0.70
Weighted-average number of common units outstanding – basic
91.091.0
Weighted-average number of common units outstanding – assuming dilution
91.091.0



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NEXTERA ENERGY PARTNERS, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)

Year ended December 31, 2022
NEP HistoricalTransaction Accounting AdjustmentsNEP Pro Forma
OPERATING REVENUES
Renewable energy sales$    966$    —$    966
Texas pipelines service revenues245(242)(a)3
Total operating revenues1,211(242)969
OPERATING EXPENSES
Operations and maintenance571(44)(a)527
Depreciation and amortization430(36)(a)394
Taxes other than income taxes and other49(9)(a)40
Total operating expenses – net1,050(89)961
GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET3636
OPERATING INCOME197(153)44
OTHER INCOME (DEDUCTIONS)
Interest expense853(5)(a)848
Equity in earnings of equity method investees183(6)(a)177
Equity in earnings of non-economic ownership interests5656
Other – net32(a)5
Total other income (deductions) – net1,095(9)1,086
INCOME BEFORE INCOME TAXES1,292(162)1,130
INCOME TAXES171(10)(b)161
NET INCOME1,121(152)969
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS(644)120(c)(524)
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP$    477$ (32)$    445
Earnings per common unit attributable to NextEra Energy Partners, LP – basic$ 5.62$ (0.38)$ 5.24
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution
$ 5.62$ (0.38)$ 5.24
Weighted-average number of common units outstanding – basic
84.984.9
Weighted-average number of common units outstanding – assuming dilution
84.984.9



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NEXTERA ENERGY PARTNERS, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)

Year ended December 31, 2021
NEP HistoricalTransaction Accounting AdjustmentsNEP Pro Forma
OPERATING REVENUES
Renewable energy sales$    720$    —$    720
Texas pipelines service revenues262(260)(a)2
Total operating revenues982(260)722
OPERATING EXPENSES
Operations and maintenance419(45)(a)374
Depreciation and amortization288(37)(a)251
Taxes other than income taxes and other36(8)(a)28
Total operating expenses – net743(90)653
LOSSES ON DISPOSAL OF BUSINESSES/ASSETS – NET(5)(5)
OPERATING INCOME234(170)64
OTHER INCOME (DEDUCTIONS)
Interest expense473(a)50
Equity in earnings of equity method investees160(2)(a)158
Equity in earnings of non-economic ownership interests2727
Other – net44
Total other income (deductions) – net2381239
INCOME BEFORE INCOME TAXES472(169)303
INCOME TAXES48(11)(b)37
NET INCOME424(158)266
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS(287)125(c)(162)
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP$    137$ (33)$    104
Earnings per common unit attributable to NextEra Energy Partners, LP – basic$ 1.77$ (0.43)$ 1.34
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution
$ 1.77$ (0.43)$ 1.34
Weighted-average number of common units outstanding – basic
77.277.2
Weighted-average number of common units outstanding – assuming dilution
77.477.4



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NEXTERA ENERGY PARTNERS, LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(millions, except per unit amounts)

Year ended December 31, 2020
NEP HistoricalTransaction Accounting AdjustmentsNEP Pro Forma
OPERATING REVENUES
Renewable energy sales$    703$    —$    703
Texas pipelines service revenues214(206)(a)8
Total operating revenues917(206)711
OPERATING EXPENSES
Operations and maintenance363(37)(a)326
Depreciation and amortization271(35)(a)236
Taxes other than income taxes and other28(9)(a)19
Total operating expenses – net662(81)581
LOSSES ON DISPOSAL OF BUSINESSES/ASSETS – NET(2)(2)
OPERATING INCOME253(125)128
OTHER INCOME (DEDUCTIONS)
Interest expense(620)15(a)(605)
Equity in earnings of equity method investees1082(a)110
Equity in losses of non-economic ownership interests(3)(3)
Other – net5(3)(a)2
Total other income (deductions) – net(510)14(496)
LOSS BEFORE INCOME TAXES(257)(111)(368)
INCOME TAX BENEFIT(19)(5)(b)(24)
NET LOSS(238)(106)(344)
NET INCOME ATTRIBUTABLE TO PREFERRED DISTRIBUTIONS(5)(5)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS18892(c)280
NET LOSS ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP$    (55)$ (14)$    (69)
Loss per common unit attributable to NextEra Energy Partners, LP – basic$ (0.81)$ (0.21)$ (1.02)
Loss per common unit attributable to NextEra Energy Partners, LP – assuming dilution
$ (0.81)$ (0.21)$ (1.02)
Weighted-average number of common units outstanding – basic
68.468.4
Weighted-average number of common units outstanding – assuming dilution
68.468.4

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NEXTERA ENERGY PARTNERS, LP
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(millions)
As of September 30, 2023
NEP Historical
Transaction Accounting AdjustmentsNEP Pro Forma
ASSETS
Current assets:
Cash and cash equivalents$    332$    1,261(d)$    1,593
Accounts receivable139(17)(e)122
Other receivables6262
Due from related parties333(7)(e)326
Inventory78(2)(e)76
Derivatives8282
Other96(6)(e)90
Total current assets1,1221,2292,351
Other assets:
Property, plant and equipment – net15,693(750)(e)14,943
Intangible assets – PPAs – net2,0292,029
Intangible assets – customer relationships – net514(514)(e)
Derivatives220220
Goodwill913(83)(e)830
Investments in equity method investees2,038(148)(e)1,890
Deferred income taxes232(49)(f)183
Other452(3)(g)449
Total other assets22,091(1,547)20,544
TOTAL ASSETS$    23,213$    (318)$    22,895
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses$ 280$ (3)(e)$ 277
Due to related parties66(1)(e)65
Current portion of long-term debt1,3421,342
Accrued interest3434
Accrued property taxes45(6)(e)39
Other73(1)(e)72
Total current liabilities1,840(11)1,829
Other liabilities and deferred credits:
Long-term debt5,139(376)(g)4,763
Asset retirement obligations327327
Due to related parties5454
Intangible liabilities – PPAs – net1,2321,232
Other211(2)(e)209
Total other liabilities and deferred credits6,963(378)6,585
TOTAL LIABILITIES8,803(389)8,414
COMMITMENTS AND CONTINGENCIES
EQUITY
Common units (93.4 units issued and outstanding)3,540148(h)3,688
Accumulated other comprehensive loss(7)(7)
Noncontrolling interests10,877(77)(i)10,800
TOTAL EQUITY14,4107114,481
TOTAL LIABILITIES AND EQUITY$    23,213$    (318)$    22,895
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Notes to Pro Forma Financial Statements


Transaction Accounting Adjustments and Assumptions

The adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the transaction accounting adjustments. A general description of these transactions and adjustments is provided as follows:

(a) Reflects the removal of operating revenues, operations and maintenance expenses, depreciation and amortization, taxes other than income taxes and other, interest expense, equity in earnings of equity method investees and other income and deductions associated with the activities of the Texas pipelines.

(b) Reflects the removal of income taxes associated with the Texas pipelines based on the statutory rate.

(c) Reflects adjustments to net income attributable to noncontrolling interests based on the allocation of the transaction accounting adjustments.

(d) Reflects estimated net cash consideration from the sale of the Texas pipelines including $1,815 million of cash consideration less approximately $376 million to pay off project-related debt, offset by $3 million in associated interest rate swaps, and $201 million relating to the final buyout of the remaining membership interests in South Texas Midstream, LLC (STX Midstream), partly offset by $22 million of working capital adjustments, net of $2 million of cash at the Texas pipelines, based on balances as of September 30, 2023.

(e) Reflects the removal of assets and liabilities associated with the Texas pipelines.

(f) Reflects NEP's share of income taxes related to the sale of the Texas pipelines based on the statutory rate.

(g) Reflects the payoff of outstanding borrowings at September 30, 2023 under the South Texas Midstream Holdings, LLC credit facility and associated interest rate swaps.

(h) Reflects NEP's portion of the estimated after-tax gain that would have been recorded if the sale of the Texas pipelines closed on September 30, 2023.

(i) Reflects the noncontrolling interests of STX Midstream of approximately $207 million which NEP bought out in October 2023 for $201 million and noncontrolling interests relating to a 10% owner in one of the Texas pipelines of $78 million, partly offset by a noncontrolling interest's portion of the gain that would have been recorded if the sale of the Texas pipelines closed on September 30, 2023 of $208 million.
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