Pending Acquisitions

In May 2018, NEE and a wholly owned subsidiary of NEE (purchaser) entered into three separate agreements with The Southern Company and/or certain of its affiliates (Southern) to acquire Gulf Power Company (Gulf Power), Florida City Gas (FCG) and the entities holding Southern’s ownership interests in two natural gas generation facilities. The acquisitions, as further described below, are subject to the terms and conditions set forth in each of the respective agreements.

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Gulf Power - The purchaser expects to acquire the outstanding common shares of Gulf Power for approximately $5.75 billion ($4.35 billion in cash plus the assumption of approximately $1.4 billion of Gulf Power debt), subject to certain adjustments. Gulf Power serves approximately 450,000 customers in eight counties throughout northwest Florida and has roughly 9,500 miles of power lines and 2,300 MW of electric generating capacity.


•	FCG - The purchaser expects to acquire the outstanding common shares of the entity that owns FCG for approximately $530 million in cash, subject to certain adjustments. FCG serves approximately 110,000 residential and commercial natural gas customers in Florida's Miami-Dade, Brevard, St. Lucie and Indian River counties with 3,700 miles of natural gas pipeline.

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Natural Gas Generation Facilities - The purchaser expects to acquire Southern's interest in an entity that owns a 65% interest in Stanton Energy Center, an approximately 660 MW combined-cycle electric generation facility located near Orlando, Florida, and Southern's interest in an entity that indirectly owns Oleander Power Project, a 791 MW natural gas-fired, simple-cycle combustion turbine electric generation facility located near Cocoa, Florida, for approximately $195 million in cash, subject to certain adjustments.

The acquisitions of Gulf Power and the ownership interests in the two natural gas generation facilities are subject to, among other things, receipt of required regulatory approvals, including approvals from the FERC. Each of the three agreements may be terminated by either the purchaser or Southern under certain circumstances. NEE expects to close on the acquisition of FCG in the third quarter of 2018, and expects to close on the acquisitions of Gulf Power and the natural gas generation facilities in the first half of 2019. NEE intends to finance the approximately $5.1 billion cash purchase price through the issuance of debt.