NextEra Energy Partners, LP (Form: 10-K, Received: 02/20/2015 17:23:47)

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014



Commission File Number	Exact name of registrant as specified in its charter, address of principal executive office and registrant's telephone number	IRS Employer Identification Number
001-36518	NEXTERA ENERGY PARTNERS, LP	30-0818558
	700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000

State or other jurisdiction of incorporation or organization: Delaware



		Name of exchange on which registered
Securities registered pursuant to Section 12(b) of the Act:
	Common Units	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant (1) has 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) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934.



Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer þ	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No þ

The registrant completed its initial public offering of its common units on July 1, 2014. The registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and therefore cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

Number of NextEra Energy Partners, LP common units outstanding as of January 31, 2015: 18,690,360

Table of Contents

DEFINITIONS

Acronyms and defined terms used in the text include the following:



Term	Meaning
ASA	administrative services agreements
BLM	U.S. Bureau of Land Management
Bluewater	wind project located in Huron County, Ontario, Canada, that is held by the Bluewater Project Entity
Bluewater Project Entity	Prior to the consummation of NEP’s IPO in 2014, refers to Varna Wind, Inc., a corporation formed under the laws of the Province of New Brunswick and after the consummation of NEP’s IPO, refers to Varna Wind, LP, a limited partnership formed under the laws of the Province of Ontario
Canadian Project Entities	Conestogo Project Entity, Summerhaven Project Entity, Bluewater Project Entity, Sombra Project Entity and Moore Project Entity, collectively
Canyon Wind	Canyon Wind, LLC, a limited liability company formed under the laws of the State of Delaware, which is the borrower under the credit agreement under which financing is provided to Perrin Ranch and Tuscola Bay
CITC	Convertible Investment Tax Credit
COD	commercial operation date
Code	U.S. Internal Revenue Code of 1986, as amended
Conestogo	wind project located in Wellington County, Ontario, Canada, that is held by the Conestogo Project Entity
Conestogo Project Entity	Conestogo Wind, LP, a limited partnership formed under the laws of the Province of Ontario
CSCS agreement	cash sweep and credit support agreement
DOE	U.S. Department of Energy
Elk City	wind project located in Roger Mills and Beckham Counties, Oklahoma, that is held by Elk City Wind, LLC
EPA	U.S. Environmental Protection Agency
FCPA	Foreign Corrupt Practices Act of 1977
FERC	U.S. Federal Energy Regulatory Commission
FIT	Feed-in-Tariff
FPA	U.S. Federal Power Act
Genesis	solar project held by Genesis Solar, LLC, a limited liability company formed under the laws of the State of Delaware, that is composed of Genesis Unit 1 and Genesis Unit 2
Genesis Unit 1	Genesis Unit 1 utility-scale solar generating facility located in Riverside County, California
Genesis Unit 2	Genesis Unit 2 utility-scale solar generating facility located in Riverside County, California
GW	gigawatt
GWh	gigawatt-hour(s)
IESO	Independent Electricity System Operator
IPO	initial public offering
IPP	independent power producer
IRS	Internal Revenue Service
ITC	investment tax credit
kW	kilowatt
kWh	kilowatt-hour(s)
Logan Wind	Logan Wind Energy, LLC, a limited liability company formed under the laws of the State of Delaware, an indirect wholly-owned subsidiary of NEE and the owner of a wind-powered energy production facility near Peetz, Colorado, that shares certain facilities owned by Peetz Table with Northern Colorado
management sub-contract	management services subcontract between NEE Management and NEER
Management's Discussion	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Moore	solar project located in Lambton County, Ontario, Canada, that is held by the Moore Project Entity
Moore Project Entity	Prior to the consummation of NEP’s IPO in 2014, refers to Moore Solar, Inc., a corporation formed under the laws of the Province of Ontario, and after the consummation of NEP’s IPO, refers to Moore Solar, LP, a limited partnership formed under the laws of the Province of Ontario
Mountain Prairie	Mountain Prairie Wind, LLC, a limited liability company formed under the laws of the State of Delaware and the issuer of notes that provide financing to Elk City and Northern Colorado
MSA	Management Services Agreement among NEP, NEE Management, NEP OpCo and NEP GP
MW	megawatt(s)
NECIP	NextEra Canadian IP, Inc., a corporation formed under the laws of the Province of New Brunswick and an indirect wholly-owned subsidiary of NEE
NECOS	NextEra Energy Canadian Operating Services, Inc., a corporation formed under the laws of the Province of Alberta and an indirect wholly-owned subsidiary of NEE
NEE	NextEra Energy, Inc.
NEEC	Prior to the consummation of NEP’s IPO in 2014, refers to NextEra Energy Canada, ULC, an unlimited liability corporation formed under the laws of the Province of Alberta and a wholly-owned indirect subsidiary of NEE and after the consummation of NEP’s IPO, refers to NextEra Energy Canada Partners Holdings, ULC, an unlimited liability corporation formed under the laws of British Columbia and a direct wholly-owned subsidiary of NEP OpCo
NEECH	NextEra Energy Capital Holdings, Inc.
NEE Equity	NextEra Energy Equity Partners, LP
NEE Management	NextEra Energy Management Partners, LP

Table of Contents



Term	Meaning
NEE Operating GP	NextEra Energy Operating Partners GP, LLC
NEER	NextEra Energy Resources, LLC
NEER ROFO projects	projects set forth in Item 1 - NEER ROFO Projects owned by NEER in which NEP has a right of first offer under the ROFO Agreement, should NEER decide to sell them
NEOS	NextEra Energy Operating Services, LLC, a limited liability company formed under the laws of the State of Delaware and an indirect wholly-owned subsidiary of NEE
NEP	NextEra Energy Partners, LP
NEP GP	NextEra Energy Partners GP, Inc.
NEP OpCo	NextEra Energy Operating Partners, LP
NERC	North American Electric Reliability Corporation
NOLs	net operating losses
Northern Colorado	wind project located in Logan County, Colorado, that is held by Northern Colorado Wind Energy, LLC
Note __	Note __ to consolidated financial statements
NYSE	New York Stock Exchange
O&M	operations and maintenance
Peetz Table	Peetz Table Wind Energy, LLC, a limited liability company formed under the laws of the State of Delaware, an indirect wholly-owned subsidiary of NEE and the owner of certain facilities shared by Logan Wind, Northern Colorado and PLI
Perrin Ranch	wind project located in Coconino County, Arizona, that is held by Perrin Ranch Wind, LLC
PLI	Peetz Logan Interconnect, LLC, a limited liability company formed under the laws of the State of Delaware, an indirect wholly-owned subsidiary of NEE and the owner of the transmission line used by Northern Colorado to deliver energy output to the interconnection point
PPA	power purchase agreement, which could include contracts under a FIT or RESOP
project entities	U.S. Project Entities together with the Canadian Project Entities
Prospectus	NEP’s prospectus filed with the SEC on June 26, 2014
PTC	production tax credit
RESOP	Renewable Energy Standard Offer Program
RPS	renewable portfolio standards
SEC	U.S. Securities and Exchange Commission
Sombra	solar project located in Lambton County, Ontario, Canada, that is held by the Sombra Project Entity
Sombra Project Entity	Prior to the consummation of NEP’s IPO in 2014, refers to Sombra Solar, Inc., a corporation formed under the laws of the Province of Ontario and after the consummation of NEP’s IPO, refers to Sombra Solar, LP, a limited partnership formed under the laws of the Province of Ontario
St. Clair Holding	Prior to the consummation of NEP’s IPO in 2014, refers to St. Clair Holding, Inc., a corporation formed under the laws of the Province of Ontario, and after the consummation of NEP’s IPO, refers to St. Clair Holding, ULC, an unlimited liability company formed under the laws of the Province of British Columbia and a co-issuer of notes that provide financing to Moore and Sombra
St. Clair LP	St. Clair Solar, LP, a limited partnership formed under the laws of the Province of Ontario and a co-issuer of notes that provide financing to Moore and Sombra
St. Clair entities	St. Clair Holding and St. Clair LP, collectively
Summerhaven	wind project located in Haldimand County, Ontario, Canada, that is held by the Summerhaven Project Entity
Summerhaven Project Entity	Summerhaven Wind, LP, a limited partnership formed under the laws of the Province of Ontario
Trillium	Trillium Windpower, LP, a limited partnership formed under the laws of the Province of Ontario and the issuer of notes that provides financing to Conestogo and Summerhaven
Tuscola Bay	wind project located in Tuscola, Bay and Saginaw Counties, Michigan, that is held by Tuscola Bay Wind, LLC
U.S.	United States of America
U.S. Project Entities	U.S. Wind Project Entities together with Genesis Solar, LLC
U.S. Wind Project Entities	Elk City Wind, LLC, Northern Colorado Wind Energy, LLC, Perrin Ranch Wind, LLC and Tuscola Bay Wind, LLC, each of which is a limited liability company formed under the laws of the State of Delaware

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 1 for a description of the non-controlling interest in NEP OpCo.

Table of Contents

TABLE OF CONTENTS



		Page No.
Definitions		2
Forward-Looking Statements		4

	PART I
Item 1.	Business	5
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	35
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35

	PART II
Item 5.	Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	37
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	69
Item 9A.	Controls and Procedures	69
Item 9B.	Other Information	69

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	70
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	75
Item 13.	Certain Relationships and Related Transactions, and Director Independence	76
Item 14.	Principal Accounting Fees and Services	84

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	84

Signatures		86

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 result, are expected to, will continue, anticipate, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, 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 important factors included in Part I, Item 1A. Risk 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 NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-K, in presentations, on its website, in response to questions or otherwise.

Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but 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.

Table of Contents

PART I

Item 1. Business

NEP is a growth-oriented limited partnership formed by NEE to acquire, manage and own contracted clean energy projects with stable long-term cash flows. NEP owns a controlling, non-economic general partnership interest and a 20.1% limited partnership interest in NEP OpCo. Through NEP OpCo, NEP owns a portfolio of contracted renewable generation assets consisting of wind and solar projects, all of which are operational as of December 31, 2014.

NEP intends to take advantage of favorable trends in the North American energy industry, including the addition of clean energy projects as aging or uneconomic generation facilities are phased out, increased demand from utilities for renewable energy to meet state RPS requirements and improving competitiveness of energy generated from wind and solar projects relative to energy generated using other fuels. NEP plans to focus on high-quality, long-lived projects operating under long-term contracts with creditworthy counterparties that are expected to produce stable long-term cash flows. NEP believes its cash flow profile, geographic and technological diversity, cost-efficient business model and relationship with NEE provide NEP with a significant competitive advantage and enable NEP to execute its business strategy.

NEP was formed as a Delaware limited partnership in March 2014 as an indirect wholly-owned subsidiary of NEE, a Florida corporation. On July 1, 2014, NEP completed its IPO by issuing 18,687,500 common units at a price to the public of $25 per unit. The proceeds from the IPO, net of underwriting discounts, commissions and structuring fees, were approximately $438 million, of which NEP used approximately $288 million to purchase 12,291,593 common units of NEP OpCo from NEE Equity and approximately $150 million to purchase 6,395,907 NEP OpCo common units from NEP OpCo. As of December 31, 2014, NEP owns a 20.1% limited partnership interest in NEP OpCo.

In connection with the IPO, NEP acquired the following portfolio of clean, contracted renewable energy assets (initial portfolio):

Project

Commercial

Operation Date

Resource

Counterparty

Contract

Expiration

Project Financing

(Maturity)

Northern Colorado

September 2009

Wind

174

Public Service Company of Colorado

2029 (22 MW) /

2034 (152 MW)

Mountain Prairie (2030)

Elk City

December 2009

Wind

Public Service Company of Oklahoma

2030

Mountain Prairie (2030)

Perrin Ranch

January 2012

Wind

Arizona Public Service Company

2037

Canyon Wind (2030)

Moore

February 2012

Solar

IESO

2032

St. Clair (2031)

Sombra

February 2012

Solar

IESO

2032

St. Clair (2031)

Conestogo

December 2012

Wind

IESO

2032

Trillium (2033)

Tuscola Bay

December 2012

Wind

120

DTE Electric Company

2032

Canyon Wind (2030)

Summerhaven

August 2013

Wind

124

IESO

2033

Trillium (2033)

Genesis

November 2013 (125 MW)/

March 2014 (125 MW)

Solar

250

Pacific Gas & Electric Co.

2039

Genesis (2038)

Bluewater

July 2014

Wind

IESO

2034

Bluewater (2032)

Total

989

Each of these assets sells substantially all of its output and related renewable energy attributes pursuant to long-term, fixed price PPAs with the counterparties listed above. During 2014, NEP derived approximately 42% and 29% of its consolidated revenue from its contracts with Pacific Gas & Electric Co. and the IESO, respectively. See Note 2 - Revenue Recognition and Property, Plant and Equipment—net and Construction Work in Progress for information about revenue and long-lived assets located outside the U.S.

On January 9, 2015, a subsidiary of NEP completed the acquisition of 100% of the membership interests of Palo Duro Wind Project Holdings, LLC (the Palo Duro acquisition), which indirectly owns the Palo Duro wind facility (Palo Duro), an approximately 250 MW wind generating facility located in Texas. In October 2014, a subsidiary of NEP entered into an agreement to acquire an approximately 20 MW solar generating facility located in California (Shafter) and included in the NEER ROFO projects (see below) which acquisition is expected to close in the first quarter of 2015. See Note 1.

In connection with the IPO, NEP entered into a ROFO agreement with NEER and NEP OpCo that, among other things, provides NEP OpCo with a right of first offer to acquire the NEER ROFO projects described below, if NEER should seek to sell any of these projects. NEP believes that the NEER ROFO projects, which include wind and solar projects with a combined capacity of 1,549 MW, have or, upon commencing commercial operations, will have, many of the characteristics of the projects in its portfolio, including long-term contracts with creditworthy counterparties and recently constructed, long-lived facilities that NEP believes will generate stable cash flows. Under the ROFO agreement, however, NEER is not obligated to offer to sell the NEER ROFO projects. In addition, in the event that NEER elects to sell the NEER ROFO projects, NEER is not required to accept any offer NEP OpCo makes to acquire any NEER ROFO project and, following the completion of good faith negotiations, may choose to sell these projects to third parties or not to sell the projects at all. NEER is not obligated to offer NEP OpCo the NEER ROFO projects at prices or on terms that are consistent with NEP's business strategy.

Table of Contents

Effective July 1, 2014, subsidiaries of NEP entered into a MSA with indirect wholly-owned subsidiaries of NEE, under which operational, management and administrative services are provided to NEP, including managing NEP’s day to day affairs and providing individuals to act as NEP GP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and administrative services agreements between NEER subsidiaries and NEP subsidiaries. NEP OpCo will pay NEE an annual management fee and make certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders (incentive distribution rights, or IDRs). See Note 10 - Management Services Agreement.

NEER ROFO Projects

The following table provides a brief description of the NEER ROFO Projects:

Project

Commercial

Operation Date

Location

Resource

Counterparty

Contract

Expiration

Story II

December 2009

Iowa, USA

Wind

150

Google Energy/City of Ames, Iowa

2030

Day County

April 2010

South Dakota, USA

Wind

Basin Electric Power Cooperative

2040

Ashtabula III

December 2010

North Dakota, USA

Wind

Otter Tail Power Company

2038

Baldwin

December 2010

North Dakota, USA

Wind

102

Basin Electric Power Co-Op

2041

North Sky River

December 2012

California, USA

Wind

162

Pacific Gas & Electric Co.

2037

Mountain View

January 2014

Nevada, USA

Solar

Nevada Power Company

2039

Adelaide

August 2014

Ontario, Canada

Wind

IESO

2034

Bornish

August 2014

Ontario, Canada

Wind

IESO

2034

Jericho

November 2014

Ontario, Canada

Wind

149

IESO

2034

Goshen

1Q 2015 (expected)

Ontario, Canada

Wind

102

IESO

2035

Shafter

2Q 2015 (expected)

California, USA

Solar

Pacific Gas & Electric Co.

2035

Adelanto I and II

3Q 2015 (expected)

California, USA

Solar

Southern California Edison Co.

2035

East Durham

3Q 2015 (expected)

Ontario, Canada

Wind

IESO

2035

Silver State South

3Q 2016 (expected)

Nevada, USA

Solar

250

Southern California Edison Co.

2036

McCoy

4Q 2016 (expected)

California, USA

Solar

250

Southern California Edison Co.

2036

Total

1,549

As discussed above, a subsidiary of NEP entered into an agreement to acquire 100% of the membership interests of Shafter Solar, LLC, which owns the development rights and facilities under construction of Shafter, that is expected to close in the first quarter of 2015. See Note 1.

INDUSTRY OVERVIEW

U.S. Renewable Energy Industry

Growth in renewable energy is largely attributable to the increasing cost competitiveness of renewable energy driven primarily by government incentives, RPS, improving technology and declining installation costs and the impact of increasingly stringent environmental rules and regulations on fossil-fired generation.

U.S. federal, state and local governments have established various incentives to support the development of renewable energy. These incentives make the development of clean energy projects more competitive by providing accelerated depreciation, tax credits or grants for a portion of the development costs, decreasing the costs associated with developing such projects or creating demand for renewable energy assets through RPS programs. In addition, RPS provide incentives to utilities to contract for energy generated from renewable energy providers.

Renewable energy technology has improved and installation costs have declined meaningfully in recent years. Wind technology is improving as a result of taller towers, longer blades and more efficient energy conversion equipment, which allow wind projects to more efficiently capture wind resource and produce more energy. Solar technology is also improving as solar cell efficiencies improve and solar equipment costs decline.

Traditional fossil-fired plants emit greenhouse gases (GHG) and other pollutants. A number of EPA rules have been proposed that are expected to impact many coal-fired plants in the U.S. While there is some uncertainty as to the timing and requirements that will ultimately be imposed by these proposed rules, NEP expects that the owners of some of the smaller, older or less efficient coal-fired plants will choose to decommission these facilities rather than make the significant investments that will be necessary to comply

Table of Contents

with environmental rules and regulations. In addition, NEP expects the current relatively low natural gas prices will affect the decision whether to make such investments.

Canadian Renewable Energy Industry

Canada is a world leader in the generation and use of clean energy as a percentage of its total energy capacity. Capacity additions are expected to be required throughout Canada in order to replace aging projects and meet growing demand. While a majority of Canada’s energy is generated by hydro energy plants, non-hydro renewable energy is providing an increasing portion of Canada’s energy each year.

The Canadian energy industry is also benefiting from the increased competitiveness of renewable energy, due in part to improving technology and declining installation costs. Furthermore, government targets and incentives at the provincial level continue to drive the growth of renewable energy in Canada. Ontario, in particular, has been a leader in supporting the development of renewable energy in Canada.

Government Incentives

Government incentives in the U.S. and Canada have the effect of making the development of renewable energy projects more competitive by providing credits for a portion of the development costs or by providing favorable contract prices. A loss of or reduction in such incentives could decrease the attractiveness of renewable energy projects to developers, including NEE, which could reduce NEP's future acquisition opportunities. Such a loss or reduction could also reduce NEP's willingness to pursue or develop certain renewable energy projects due to higher operating costs or decreased revenues under its PPAs.

U.S. federal, state and local governments have established various incentives to support the development of renewable energy projects. These incentives include accelerated tax depreciation, PTCs, ITCs, cash grants, tax abatements and RPS programs. Wind and solar projects qualify for the U.S. federal Modified Accelerated Cost Recovery System depreciation schedule. This schedule allows a taxpayer to recognize the depreciation of tangible property on a five-year basis even though the useful life of such property is generally greater than five years. The PTC currently provides an income tax credit for the production of electricity from utility-scale wind turbines for the first ten years of commercial operation. This incentive was created under the Energy Policy Act of 1992 and, under the Tax Increase Prevention Act of 2014, was extended for wind projects whose construction began before January 1, 2015. The IRS previously issued guidance related to which projects will qualify for the PTC including, among other things, criteria for the beginning of construction of a project and the continuous program of construction or the continuous efforts to advance the project to completion. Alternatively, wind project developers can choose to receive a 30% ITC, in lieu of the PTC, with the same requirement that construction of the wind project began before January 1, 2015. The IRS has not updated its guidance for the change in law extending the requirement for a wind project to be under construction from 2013 to 2014.

Solar project developers are also eligible to receive a 30% ITC for new solar projects that achieve commercial operation before 2017. Solar project developers can elect to receive an equivalent cash payment from the U.S. Department of Treasury for the value of the 30% ITC for qualifying solar projects where construction began before the end of 2011 and the projects are placed in service before 2017. Solar projects that achieve commercial operation after December 31, 2016 may qualify for an ITC of 10% of eligible installed costs.

RPS are state regulatory programs to encourage the development of renewable energy. They typically require utilities to produce or procure a certain percentage of their energy needs from renewable energy. Approximately 30 states and the District of Columbia currently have an RPS in place and approximately seven states have set goals supporting renewable energy. These standards vary, but the majority include requirements to meet 20% to 25% of the electricity providers' retail sales with energy from renewable sources by 2025. NEP expects RPS programs to continue to increase demand by utilities for renewable energy in order to meet state RPS requirements.

Canada is a world leader in the production and use of clean energy as a percentage of its total energy needs. While a majority of Canada’s energy is produced by hydro energy, non-hydro renewable energy is providing an increasing proportion of energy generation each year. Government incentives at the provincial level continue to drive the growth of renewable energy in Canada. Provincial governments have been supportive of renewable energy in general, and wind energy in particular, through renewable energy targets and incentive plans.

BUSINESS STRATEGY

NEP's primary business objective is to invest in contracted clean energy projects that allow it to increase its cash distributions to the holders of its common units over time. To achieve this objective, NEP intends to execute the following business strategy:


•	Focus on contracted clean energy projects. NEP intends to focus on long-term contracted clean energy projects that have recently commenced commercial operations with newer, more reliable technology, lower operating costs and relatively stable cash flows, subject to seasonal variances, consistent with the characteristics of its portfolio.


•	Focus on the U.S. and Canada. NEP intends to focus its investments in the U.S. and Canada, where it believes industry trends present significant opportunities to acquire contracted clean energy projects in diverse regions and favorable

Table of Contents

locations. By focusing on the U.S. and Canada, NEP believes it will be able to take advantage of NEE’s long-standing industry relationships, knowledge and experience.

•

Maintain a sound capital structure and financial flexibility. Projects in NEP's portfolio have limited recourse project-level financings. In addition, the direct subsidiaries of NEP OpCo have a $250 million revolving credit facility. NEP believes its cash flow profile, the long-term nature of its contracts and its ability to raise capital provide flexibility for optimizing its capital structure and distributions. NEP intends to continually evaluate opportunities to finance future acquisitions or refinance its existing debt and seek to limit recourse, optimize leverage, extend maturities and increase cash distributions to unitholders over the long term.

•

Take advantage of NEER’s operational excellence to maintain the value of the projects in its portfolio. NEER will continue to provide O&M, administrative and management services to NEP's projects pursuant to the MSA and other agreements. Through these agreements, NEP benefits from the operational expertise that NEER currently provides across its entire portfolio. NEP expects that these services will maximize the operational efficiencies of its portfolio.

•

Grow NEP's business and cash distributions through selective acquisitions of operating projects or projects under construction. NEP believes the ROFO agreement and its relationship with NEE provide it with opportunities for growth through the acquisition of projects that have or, upon the commencement of commercial operations, will have similar characteristics to the projects in its portfolio. NEER has granted NEP OpCo a right of first offer to acquire the NEER ROFO projects through mid-2020. NEP intends to focus on acquiring projects in operation, maintaining a disciplined investment approach and taking advantage of market opportunities to acquire additional projects from NEER and third parties in the future, which it believes will allow it to increase cash distributions to its unitholders over the long term. NEE is not required, however, to offer NEP OpCo the opportunity to purchase any of its projects, including the NEER ROFO projects.

COMPETITION

NEP believes that it is well-positioned to execute its strategy and increase cash distributions to its unitholders over the long term based on the following competitive strengths:

Relationship with NEE. NEP believes that its relationship with NEE provides it with the following significant benefits:


•	NEE Management and Operational Expertise. NEP believes it benefits from NEE’s experience, operational excellence, cost-efficient operations and reliability. Through the MSA and other agreements with NEE, NEP's projects will receive the same benefits and expertise that NEE currently provides across its entire portfolio.


•	NEE Project Development Track Record and Pipeline. NEP believes that NEE’s long history of developing, owning and operating clean energy projects provides NEP with a competitive advantage in North America.

Contracted projects with stable cash flows from diverse, creditworthy counterparties. The contracted, geographically diverse nature of NEP's portfolio supports expected stable long-term cash flows. NEP's portfolio is composed of approximately 1,239 MW of renewable energy capacity. The projects are fully contracted under long-term contracts which have a capacity-weighted average remaining contract term of approximately 20 years as of December 31, 2014. These contracts generally provide for fixed price payments subject to annual escalation over the contract term.

New, well-maintained and diverse portfolio using best-in-class equipment. NEP's portfolio is composed of renewable energy projects that have, on average, been operating for fewer than five years. Because NEP's portfolio is relatively new and uses what NEP believes is industry-leading technology, NEP believes that it will achieve the expected levels of availability and performance without incurring unexpected operating and maintenance costs.

Geographic diversification. NEP's portfolio is geographically diverse across the U.S. and Canada. A geographically diverse portfolio tends to reduce the magnitude of individual project or regional deviations from historical resource conditions, providing a more stable stream of cash flows over the long term than a non-diversified portfolio. In addition, NEP believes the geographic diversity of the portfolio helps minimize the impact of adverse regulatory conditions in any one jurisdiction.

Competitiveness of renewable energy. Renewable energy technology and installation costs have improved meaningfully in recent years. Wind technology has improved as a result of taller towers, longer blades and more efficient energy conversion equipment, which allow wind projects to more efficiently capture wind resource and produce more energy. From 2003 through 2013, technology improvements have decreased the cost of wind energy in the U.S. between 24% and 39% depending on wind speed, according to International Energy Agency estimates. Solar technology is also improving as solar cell efficiencies improve and installation costs decline. From 2010 through 2013, the total average installed cost of utility-scale solar has declined over 50%, according to Bloomberg New Energy Finance.

REGULATION

NEP's operations are subject to regulation by a number of U.S. federal, state and other organizations, including, but not limited to, the following:


•	the FERC, which oversees the acquisition and disposition of generation, transmission and other facilities, transmission of electricity and natural gas in interstate commerce and wholesale purchases and sales of electric energy, among other things;

Table of Contents


•	the NERC, which, through its regional entities, establishes and enforces mandatory reliability standards, subject to approval by the FERC, to ensure the reliability of the U.S. electric transmission and generation system and to prevent major system blackouts; and


•	the EPA, which has the responsibility to maintain and enforce national standards under a variety of environmental laws. The EPA also works with industries and all levels of government, including federal and state governments, in a wide variety of voluntary pollution prevention programs and energy conservation efforts.

NEP and its affiliates are also subject to national, provincial and regional regulations in Canada related to energy operations, energy markets and environmental standards. In Canada, activities related to owning and operating wind and solar projects and participating in wholesale and retail energy markets are regulated at the provincial level. In Ontario, for example, electricity generation facilities must be licensed by the Ontario Energy Board and may also be required to complete registrations and maintain market participant status with the IESO, in which case they must agree to be bound by and comply with the provisions of the market rules for the Ontario electricity market as well as the mandatory reliability standards of the NERC.

NEP is subject to environmental laws and regulations, and is affected by some of the issues related to renewable energy resources as described in the Environmental Matters section below.

ENVIRONMENTAL MATTERS

NEP's operations are required to comply with various environmental, health and safety laws and regulations in each of the jurisdictions in which it operates. These existing and future laws and regulations may impact existing and new projects, require NEP to obtain and maintain permits and approvals, comply with all environmental laws and regulations applicable within each jurisdiction and implement environmental, health and safety programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated or permitted energy assets, all of which involve a significant investment of time and resources. The following is a discussion of certain existing initiatives and rules, some of which could potentially have a material effect (either positive or negative) on NEP and its subsidiaries.

Avian/Bat Regulations and Wind Turbine Siting Guidelines. NEP is subject to numerous environmental regulations and guidelines related to threatened and endangered species and their habitats, as well as avian and bat species, for the ongoing operations of their facilities. The environmental laws in the U.S., including, among others, the Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act and similar environmental laws in Canada (the Species at Risk Act, the Migratory Birds Convention Act and the Endangered Species Act of 2007) provide for the protection of migratory birds, eagles and bats and endangered species of birds and bats and their habitats. Regulations have been adopted under some of these laws that contain provisions that allow the owner/operator of a facility to apply for a permit to undertake specific activities including those associated with certain siting decisions, construction activities and operations. In addition to regulations, voluntary wind turbine siting guidelines established by the U.S. Fish and Wildlife Service set forth siting, monitoring and coordination protocols that are designed to support wind development in the U.S. while also protecting both birds and bats and their habitats. These guidelines include provisions for specific monitoring and study conditions which need to be met in order for projects to be in adherence with these voluntary guidelines. Complying with these environmental regulations and adhering to the provisions set forth in the voluntary wind turbine siting guidelines could result in additional costs or reduced revenues at existing and new wind and solar facilities and transmission and distribution facilities at NEP and, in the case of environmental regulations, failure to comply could result in fines and penalties.

Ontario Renewable Energy Approvals. In Ontario, NEP is subject to Ontario’s Environmental Protection Act, which requires proponents of significant wind and solar projects to obtain a Renewable Energy Approval (REA). The REA application requires a variety of studies on environmental, archaeological and heritage issues. Significant consultation with the public and aboriginal communities is also required. The REA process may result in environmental mitigation measures to offset identified impacts prior to approval. Such measures are often implemented during operations, and may compromise or even require temporary cessation of operations under certain conditions. Before issuing a REA, the Ontario Ministry of the Environment and Climate Change evaluates a broad range of potential impacts, including impacts on human health, wildlife, wetlands and water resources, communities (including aboriginal communities), scenic areas, species and heritage resources. This review can be time consuming and expensive, and an approval can be rejected or approved with conditions with which are costly or difficult to comply. Renewable energy approvals are also subject to appeal by third parties and can result and have resulted in lengthy tribunal hearings. On appeal, the tribunal has the power to revoke the REA or to impose conditions.

Clean Air Act. Certain operations in the U.S. may be subject to ongoing federal, state, or local permit requirements under the Clean Air Act, which regulates the emission of air pollutants, including GHGs, that may be subject to existing and/or increased monitoring and compliance costs. Additionally, the U.S. Congress and certain states and regions continue to consider several legislative and regulatory proposals with respect to GHG emissions. The Government of Canada and its provinces are also taking certain actions, such as setting targets or goals, regarding the reduction of GHG emissions. Based on its clean generating portfolio, NEP expects to continue experiencing a positive impact on earnings as a result of these GHG reduction initiatives. Additionally, these initiatives could provide NEP opportunities with regards to wind and solar investment.

Table of Contents

EMPLOYEES

NEP does not have any officers or employees and relies solely on officers and employees of NEP GP and NEP GP's affiliates, including NEE and NEER. See further discussion of the MSA and other payments to NEE in Note 10.

WEBSITE ACCESS TO SEC FILINGS

NEP makes its 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 NEP's internet website, www.nexteraenergypartners.com , as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEP's website are not incorporated by reference into this Form 10-K. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at www.sec.gov .

Item 1A. Risk Factors

Limited partnership interests are inherently different from shares of capital stock of a corporation, although many of the business risks to which NEP is subject are similar to those that would be faced by a corporation engaged in similar businesses and NEP has elected to be treated as a corporation for U.S. federal income tax purposes. If any of the following risks were to occur, NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders could be materially and adversely affected. In that case, it may not be able to pay distributions to its unitholders, the trading price of its common units could decline and investors could lose all or part of their investment in NEP.

Operational Risks

NEP has a limited operating history and its projects may not perform as expected.

NEP's portfolio is composed of renewable energy projects that have, on average, been operating for fewer than five years. In addition, NEP expects that many of the projects that it may acquire, including NEER ROFO Projects, will not have commenced operations, will have recently commenced operations or otherwise will have a limited operating history. As a result, the assumptions and estimates regarding the performance of these projects are and will be made without the benefit of a meaningful operating history. The ability of NEP's projects to perform as expected will also be subject to risks inherent in newly constructed energy projects, including equipment performance below NEP's expectations, system failures and outages. The failure of some or all of the projects to perform as expected could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its projects.

The amount of energy that a wind project can produce depends on wind speeds, air density, weather and equipment, among other factors. If wind speeds are too low, NEP's wind projects may not perform as expected or may not be able to generate energy at all and, if wind speeds are too high, the wind projects may have to shut down to avoid damage. As a result, the output from NEP's wind projects can vary greatly as local wind speeds and other conditions vary. Similarly, the amount of energy that a solar project is able to produce depends on several factors, including the amount of solar energy that reaches its solar panels. Wind project or solar panel placement, interference from nearby wind projects or other structures and the effects of vegetation, snow, ice, land use and terrain also affect the amount of energy that NEP's wind and solar projects generate. If wind, solar, meteorological, topographical or other conditions at NEP's wind or solar projects are less conducive to energy production than its calculations based on historical conditions and its projections suggest, NEP's projects may not produce the amount of energy expected. The failure of some or all of NEP's projects to perform according to NEP's expectations could have a material adverse effect on its business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Operation and maintenance of energy projects involve significant risks that could result in unplanned power outages or reduced output.

There are risks associated with the operation of NEP's projects. These risks include:


•	breakdown or failure of turbines, blades, solar panels, mirrors and other equipment;


•	catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides and other similar events beyond NEP's control, which could severely damage or destroy a project, reduce its energy output or result in personal injury or loss of life;


•	technical performance below expected levels, including the failure of wind turbines, solar panels, mirrors and other equipment to produce energy as expected due to incorrect measures of expected performance provided by equipment suppliers;


•	increases in the cost of operating the projects, including costs relating to labor, equipment, insurance and real estate taxes;

Table of Contents


•	operator or contractor error or failure to perform;


•	serial design or manufacturing defects, which may not be covered by warranty;


•	extended events, including force majeure, under certain PPAs that may give rise to a termination right of the customer under such a PPA (energy sale counterparty);


•	failure to comply with permits and the inability to renew or replace permits that have expired or terminated;


•	the inability to operate within limitations that may be imposed by current or future governmental permits;


•	replacements for failed equipment, which may need to meet new interconnection standards or require system impact studies and compliance that may be difficult or expensive to achieve;


•	land use, environmental or other regulatory requirements;


•	disputes with the BLM, other owners of land on which NEP's projects are located or adjacent landowners;


•	changes in law, including changes in governmental permit requirements;


•	government or utility exercise of eminent domain power or similar events; and


•	existence of liens, encumbrances and other imperfections in title affecting real estate interests.

These and other factors could require NEP to shut down its wind or solar projects. These factors could also degrade equipment, reduce the useful life of interconnection and transmission facilities and materially increase maintenance and other costs. Unanticipated capital expenditures associated with maintaining or repairing NEP's projects may reduce profitability.

In addition, replacement and spare parts for solar panels, wind turbines and other key equipment may be difficult or costly to acquire or may be unavailable. For example, the projects in NEP's portfolio do not always hold spare substation main transformers and, if any of these projects had to replace any of such transformers, they would be unable to sell energy until replacement equipment was installed. Each solar and wind project requires a specific transformer design and, if it does not have an acceptable spare available, it may need to order a replacement. Order lead times can be lengthy, potentially reaching up to one year.

Any of the operational risks described above could significantly decrease or eliminate the revenues of a project, significantly increase its operating costs, cause a default under NEP's financing agreements or give rise to damages or penalties to an energy sale counterparty, another contractual counterparty, a governmental authority or other third parties or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

The wind turbines at some of NEP's projects and at some of NEER's ROFO projects are not generating the amount of energy estimated by their manufacturers’ original power curves, and the manufacturers may not be able to restore energy capacity at the affected turbines.

Wind turbine generators for NEP's projects representing approximately 167 MW of nameplate generating capacity are not generating the amount of energy they should be according to the turbine manufacturer’s original power curves. NEP expects that the turbine manufacturer will undertake a combination of modifications to improve the electricity generation to within the manufacturer's guaranteed levels with respect to approximately 107 MW of the affected turbines. Because of regulatory issues, NEP does not expect that the energy generation with respect to the approximately 60 MW of remaining affected turbines will be able to be restored to within guaranteed levels, although NEP expects some incremental improvements.

In addition, NEP believes that the wind turbine generators of certain NEER ROFO projects totaling approximately 568 MW of nameplate capacity are not generating the amount of energy they should be according to the turbine manufacturer’s original power curves. NEP expects that the turbine manufacturer will undertake a combination of modifications to improve the energy generation to within guaranteed levels with respect to approximately 162 MW of these affected turbines but that only incremental improvements will be made with respect to the remaining affected turbines due to regulatory issues.

Although NEP's projections assume that these efforts will restore or incrementally improve the energy generation of the affected turbines as described above, there is no assurance that the proposed efforts will restore the energy generation as expected, if at all, or that these or other turbines will not experience additional energy generation deficiencies. The occurrence of any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP depends on certain of the projects in its portfolio for a substantial portion of its anticipated cash flows.

NEP depends on certain of the projects in its portfolio for a substantial portion of its anticipated cash flows. For example, NEP expects its largest project, Genesis, to account for between approximately 15% and 20% of the net generation of its portfolio and between approximately 40% and 45% of its net income plus interest expense, income tax expense and depreciation and amortization expense for the twelve-month period ending June 30, 2015. NEP may not be able to successfully execute NEP's acquisition strategy in order to further diversify NEP's sources of cash flow. Consequently, the impairment or loss of any one or more of the projects in NEP's portfolio, such as Genesis, could materially and disproportionately reduce its net energy generation and cash flows and, as a result, have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Table of Contents

Terrorist or similar attacks could impact NEP's projects or surrounding areas and adversely affect its business.

Terrorists have attacked energy assets such as substations and related infrastructure in the past and may attack them in the future. Any attacks on NEP's projects or the facilities of third parties on which its projects rely could severely damage such projects, disrupt business operations, result in loss of service to customers and require significant time and expense to repair. Additionally, energy-related facilities, such as substations and related infrastructure, are protected by limited security measures, in most cases only perimeter fencing. Cyber-attacks, including those targeting information systems or electronic control systems used to operate the energy projects and the facilities of third parties on which NEP's projects rely could severely disrupt business operations and result in loss of service to customers and significant expense to repair security breaches or system damage. Projects in NEP's portfolio, as well as projects it may acquire and the facilities of third parties on which NEP's projects rely, may be targets of terrorist acts and affected by responses to terrorist acts, each of which could fully or partially disrupt the ability of NEP's projects to generate and transmit energy. To the extent such acts equate to a force majeure event under NEP's PPAs, the energy sale counterparty may terminate such PPAs if such force majeure event continues for a period ranging from 12 months to 36 months as specified in the applicable agreement. A terrorist act or similar attack could significantly decrease revenues or result in significant reconstruction or remediation costs, any of which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's energy production may be substantially below its expectations if a natural disaster or meteorological conditions damage its turbines, solar panels, other equipment or facilities.

A natural disaster or meteorological conditions could damage or require NEP to shut down its turbines, solar panels, other equipment or facilities, impeding NEP's ability to acquire, manage and own its projects, decreasing its energy production levels and revenues. To the extent these conditions equate to a force majeure event under NEP's PPAs the energy sale counterparty may terminate such PPAs if the force majeure event continues for a period ranging from 12 months to 36 months as specified in the applicable agreement. These conditions could also damage or reduce the useful life of interconnection and transmission facilities of third parties relied upon by NEP's projects and increase maintenance costs. For example, Genesis is located in an area of California that has experienced substantial seismic activity, the reoccurrence of which could cause significant physical damage to Genesis’ facilities and the surrounding energy transmission infrastructure. Replacement and spare parts for solar panels, wind turbines and key pieces of equipment may be difficult or costly to acquire or may be unavailable. In certain instances, NEP's projects would be unable to sell energy until a replacement part is installed. If NEP experiences a prolonged interruption at one of its projects, energy production would decrease. Production of less energy than expected due to these or other conditions could reduce NEP's revenues, which could have a material adverse effect on its business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP is not able to insure against all potential risks and it may become subject to higher insurance premiums.

NEP is exposed to numerous risks inherent in the operation of wind and solar projects, including equipment failure, manufacturing defects, natural disasters, terrorist attacks, sabotage, vandalism and environmental risks. The occurrence of any one of these events may result in NEP being named as a defendant in lawsuits asserting claims for substantial damages, including environmental cleanup costs, personal injury, property damage, fines and penalties. Further, with respect to any future acquisitions of any projects that are under construction or development, NEP is, or will be, exposed to risks inherent in the construction of these projects.

NEP shares insurance coverage with NEE and its affiliates, for which NEP reimburses NEE. NEE currently maintains liability insurance coverage for itself and its affiliates, including NEP, which covers legal and contractual liabilities arising out of bodily injury, personal injury or property damage, including resulting loss of use, to third parties. Additionally, NEE also maintains coverage for itself and its affiliates, including NEP, for physical damage to assets and resulting business interruption, including damage caused by terrorist acts committed by a U.S. person or interest. However, such policies do not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms. To the extent NEE or any of its affiliates experiences covered losses under the insurance policies, the limit of NEP's coverage for potential losses may be decreased.

NEE may also reduce or eliminate such coverage at any time. NEP may not be able to maintain or obtain insurance of the type and amount NEP desires at reasonable rates and NEP may elect to self-insure a portion of its portfolio. The insurance coverage NEP does obtain may contain large deductibles or fail to cover certain risks or all potential losses. In addition, NEE’s insurance policies are subject to annual review by its insurers and may not be renewed on similar or favorable terms, including coverage, deductibles or premiums, or at all. If a significant accident or event occurs for which NEP is not fully insured, it could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations, or if the term of the warranty has expired or liability limits, which could reduce or void the warranty protections, or the warranties may be insufficient to compensate NEP's losses.

NEP expects to benefit from various warranties, including product quality and performance warranties, provided by suppliers in connection with the purchase of equipment necessary to operate its projects. NEP's suppliers may fail to fulfill their warranty obligations. Even if a supplier fulfills its obligations, the warranty may not be sufficient to compensate NEP for all of its losses. In addition, these warranties generally expire within two to five years after the date each equipment item is delivered or commissioned

Table of Contents

and are subject to liability limits. If installation is delayed, NEP may lose all or a portion of the benefit of a warranty. If NEP seeks warranty protection and a supplier is unable or unwilling to perform its warranty obligations, whether as a result of its financial condition or otherwise, or if the term of the warranty has expired or a liability limit has been reached, there may be a reduction or loss of warranty protection for the affected equipment, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.

NEP often relies on a single supplier or a small number of suppliers to provide equipment, technology and other services required to operate its projects. If any of these suppliers cannot perform under their agreements with NEP, NEP may need to seek alternative suppliers. Alternative suppliers, products and services may not perform similarly and replacement agreements may not be available on favorable terms or at all. NEP may be required to make significant capital contributions to remove, replace or redesign equipment that cannot be supported or maintained by replacement suppliers. A number of factors, including the financial condition of NEP's suppliers, may impact their ability to perform under NEP's supply agreements. The failure of any supplier to fulfill its contractual obligations to NEP could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP relies on interconnection and transmission facilities of third parties to deliver energy from its projects, and if these facilities become unavailable, NEP's projects may not be able to operate or deliver energy.

NEP depends on interconnection and transmission facilities owned and operated by third parties to deliver the energy from its projects. In addition, some of the projects in NEP's portfolio share essential facilities, including interconnection and transmission facilities, with projects that are owned by other affiliates of NEE. Many of the interconnection and transmission arrangements for the projects in NEP's portfolio are governed by separate agreements with the owners of the transmission or distribution facilities. Congestion, emergencies, maintenance, outages, overloads, requests by other parties for transmission service, actions or omissions by other projects with which NEP shares facilities and other events beyond NEP's control could partially or completely curtail deliveries of energy by its projects and increase project costs. Southern California Edison requested approval from the California Public Utilities Commission to upgrade four transmission circuits over a 36 to 48 month time period expected to begin between 2016 and 2018, which may limit the ability of Genesis to deliver its full output capability into the electric grid during that time period. In addition, any termination of a project’s interconnection or transmission arrangements or non-compliance by an interconnection provider, the owner of shared facilities or another third party with its obligations under an interconnection or transmission arrangement may delay or prevent NEP's projects from delivering energy to its energy sale counterparties or into the IESO-managed system subject to a FIT contract with a single energy sale counterparty, as applicable. If the interconnection or transmission arrangement for a project is terminated, NEP may not be able to replace it on similar terms to the existing arrangement, or at all, or NEP may experience significant delays or costs in connection with such replacement. Moreover, if NEP acquires any projects that are under construction or development, a failure or delay in the construction or development of interconnection or transmission facilities could delay the completion of the project. The unavailability of interconnection, transmission or shared facilities could adversely affect the operation of its projects and the revenues received, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations.

NEP's projects are subject to numerous environmental, health and safety laws, regulations, guidelines, policies, directives and other requirements governing or relating to, among other things:


•	the protection of wildlife, including migratory birds, bats and threatened and endangered species, such as desert tortoises, or protected species such as eagles, and other protected plants or animals whose presence or movements often cannot be anticipated or controlled;


•	the storage, handling, use, transportation and distribution of hazardous or toxic substances and other regulated substances, materials, and/or chemicals;


•	releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater;

•

federal, state, provincial or local land use, zoning, building and transportation laws and requirements, which may mandate conformance with sound levels, radar and communications interference, hazards to aviation or navigation, or other potential nuisances such as the flickering effect caused when rotating wind turbine blades periodically cast shadows through openings such as the windows of neighboring properties, which is known as shadow flicker;


•	the presence or discovery of archaeological, religious or cultural resources at or near NEP's operations; and


•	the protection of workers’ health and safety.

If NEP's projects do not comply with such laws, regulations or requirements, NEP may be required to pay penalties or fines, or curtail or cease operations of the affected projects. Violations of environmental and other laws, regulations and permit requirements, including certain violations of laws protecting wetlands, migratory birds, bald and golden eagles and threatened or endangered species, may also result in criminal sanctions or injunctions.

Table of Contents

NEP's projects also carry inherent environmental, health and safety risks, including the potential for related civil litigation, regulatory compliance actions, remediation orders, fines and other penalties. For instance, NEP's projects could malfunction or experience other unplanned events that cause spills or emissions that exceed permitted levels, resulting in personal injury, fines or property damage.

Additionally, NEP may be held liable for related investigatory and cleanup costs, which are typically not limited by law or regulation, for any property where there has been a release or potential release of a hazardous substance, regardless of whether NEP knew of or caused the release or potential release. NEP could also be liable for other costs, including fines, personal injury or property damage or damage to natural resources. In addition, some environmental laws place a lien on a contaminated site in favor of the government as security for damages and costs it may incur for contamination and cleanup. Contained or uncontained hazardous substances on, under or near NEP's projects, regardless of whether it owns or leases the sited property, or the inability to remove or otherwise remediate such substances may restrict or eliminate NEP's ability to operate its projects.

Each of NEP's projects is designed specifically for the landscape of the project site and each covers a large area. As such, archaeological discoveries could occur at its projects at any time. Such discoveries could result in the restriction or elimination of NEP's ability to operate its business at any project. Landscape-scale projects and operations may cause impacts to certain landscape views, trails, or traditional cultural activities. Such impacts may trigger claims from citizens that a NEP project and/or its operations are infringing upon their legal rights or other claims, resulting in the restriction or elimination of NEP's ability to operate its business at the affected project.

Environmental, health and safety laws and regulations have generally become more stringent over time, and NEP expects this trend to continue. Significant capital and operating costs may be incurred at any time to keep NEP's projects in compliance with environmental, health and safety laws and regulations. If it is not economical to make those expenditures, or if NEP violates any of these laws and regulations, it may be necessary to retire the affected project or restrict or modify its operations, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's projects may be adversely affected by legislative changes or a failure to comply with applicable energy regulations.

NEP's project entities and Energy Sale Counterparties are subject to regulation by U.S. and Canadian federal, state, provincial and local authorities. The wholesale sale of electric energy in the continental U.S. states, other than portions of Texas, is subject to the jurisdiction of the FERC and the ability of a U.S. project entity to charge the negotiated rates contained in its PPA is subject to that project entity’s maintenance of its general authorization from the FERC to sell electricity at market-based rates. The FERC may revoke a U.S. project entity’s market-based rate authorization if it determines that the U.S. project entity can exercise market power in transmission or generation, create barriers to entry or has engaged in abusive affiliate transactions. The negotiated rates entered into under the U.S. Project Entities’ PPAs could be changed by the FERC if it determined such change is in the public interest. While this threshold public interest determination would require extraordinary circumstances under the FERC precedent, if the FERC decreases the prices paid to NEP for energy delivered under any of its PPAs, NEP’s revenues could be below its projections and its business, financial condition, results of operations and ability to make cash distributions to its unitholders could be materially adversely affected.

The renewable energy industry in Ontario is subject to provincial government regulation. A change in government could result in a provincial government that is not supportive of renewable energy projects. Changing political priorities or a change in government in Ontario could affect the ability of the IESO to perform its obligations under NEP's FIT contracts and RESOP contracts or could result in the cancellation of its FIT contracts or RESOP contracts. The provincial government may fail to pass legislation to preserve sufficient funds for payments to various Ontario projects, including NEP's, which could have a material adverse effect on NEP’s business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's project entities, with the exceptions of Conestogo, Sombra and Moore, are subject to the mandatory reliability standards of the NERC. The NERC reliability standards are a series of requirements that relate to maintaining the reliability of the North American bulk electric system and cover a wide variety of topics including physical and cybersecurity of critical assets, information protocols, frequency response and voltage standards, testing, documentation and outage management. If NEP fails to comply with these standards, NEP could be subject to sanctions, including substantial monetary penalties. Although NEP's U.S. Project Entities are not subject to state utility rate regulation because they sell energy exclusively on a wholesale basis, NEP is subject to other state regulations that may affect NEP's projects’ sale of energy and operations. Changes in state regulatory treatment are unpredictable and could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

The structure of the industry and regulation in the U.S. and Canada is currently, and may continue to be, subject to challenges and restructuring proposals. Additional regulatory approvals may be required due to changes in law or for other reasons. NEP expects the laws and regulation applicable to its business and the energy industry generally to be in a state of transition for the foreseeable future. Changes in the structure of the industry or in such laws and regulations could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Table of Contents

NEP's partnership agreement restricts the voting rights of unitholders owning 20% or more of its common units, and under certain circumstances this could be reduced to 10%.

NEP's U.S. Project Entities are public utilities as defined in the FPA. Any transfer of direct or indirect control over them requires preapproval by the FERC under FPA Section 203, either under existing blanket authorizations or by application. The FERC generally presumes that a direct or indirect holder of 10% or more of a public utility’s voting securities controls the public utility. In February 2015, the FERC issued a declaratory order determining that NEP's common units are passive, non-voting securities that will not allow any unitholders to exercise control over its public utility subsidiaries. As a result, restrictions in NEP’s partnership agreement that previously provided that an investor and its affiliates that owns 10% or more of its outstanding limited partnership interests will lose their voting rights no longer apply.

However, unitholders’ voting rights continue to be restricted by a provision of NEP's partnership agreement providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than NEP GP, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of NEP GP, cannot vote on any matter. Further, if the FERC’s declaratory order is no longer in full force and effect or conditions in the declaratory order are not satisfied, NEP expects that the previous 10% threshold would be reinstated. A violation of FPA Section 203 by NEP as the seller, or an investor as the purchaser of NEP's voting securities, could subject the party in violation to civil or criminal penalties, including civil penalties of up to $1 million per day per violation, and other possible sanctions imposed by the FERC.

NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.

NEP does not own all of the land on which the projects in its portfolio are located and they generally are, and its future projects may be, located on land occupied under long-term easements, leases and rights of way. The ownership interests in the land subject to these easements, leases and rights of way may be subject to mortgages securing loans or other liens and other easement, lease rights and rights of way of third parties that were created prior to NEP's projects’ easements, leases and rights of way. As a result, some of NEP's projects’ rights under such easements, leases or rights of way may be subject to the rights of these third parties. While NEP performs title searches, obtains title insurance, records its interests in the real property records of the projects’ localities and enters into non-disturbance agreements to protect itself against these risks, such measures may be inadequate to protect against all risk that NEP's rights to use the land on which its projects are or will be located and its projects’ rights to such easements, leases and rights of way could be lost or curtailed. Additionally, NEP operations located on properties owned by others are subject to termination for violation of the terms and conditions of the various leases, easements or rights-of-way under which such operations are conducted.

Further, under current regulations, NEP's activities conducted under federal rights-of-way grants are subject to “immediate temporary suspension” of unspecified duration, at any time, at the discretion of the BLM. The suspension of NEP activities within a federal right-of-way may be issued by BLM to protect public health or safety or the environment. An order to suspend NEP activities may be issued by BLM prior to an administrative proceeding. Such an order may be issued verbally or in writing, and may require immediate compliance by NEP. Any violation of such an order could result in the loss or curtailment of NEP's rights to use any federal land on which its projects are or will be located.

Any such loss or curtailment of NEP's rights to use the land on which its projects are or will be located as a result of any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM’s suspension of its federal rights-of-way grants could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP is subject to risks associated with litigation or administrative proceedings that could materially impact its operations, including future proceedings related to projects it subsequently acquires.

NEP is subject to risks and costs, including potential negative publicity, associated with lawsuits or claims contesting the operation or, if it acquires a project that has not reached the COD at the time of the acquisition, construction of its projects. The result and costs of defending any such lawsuit, regardless of the merits and eventual outcome, may be material. For example, individuals and interest groups may sue to challenge the issuance of a permit for a project or seek to enjoin a project’s operations. NEP may also become subject to claims based on alleged negative health effects related to acoustics, shadow flicker or other claims associated with wind turbines from individuals who live near NEP's projects. Any such legal proceedings or disputes could materially increase the costs associated with NEP's operations. In addition, NEP may subsequently become subject to legal proceedings or claims contesting the construction or operation of NEP's projects. Any such legal proceedings or disputes could materially delay NEP's ability to complete construction of a project in a timely manner or at all or materially increase the costs associated with commencing or continuing a project’s commercial operations. Settlement of claims and unfavorable outcomes or developments relating to these proceedings or disputes, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Table of Contents

The Summerhaven, Conestogo and Bluewater projects are subject to Canadian domestic content requirements under their FIT contracts.

The FIT contracts relating to Summerhaven, Conestogo and Bluewater require, and the FIT contracts relating to projects located in Ontario that NEP acquires in the future may require, suppliers to source a minimum percentage of their equipment and services from Ontario resident suppliers to meet the minimum required domestic content level (MRDCL). The MRDCL for Summerhaven and Conestogo is 25% and the MRDCL for Bluewater is 50%. Following their respective CODs, the projects are required to submit reports to the IESO summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and, if the IESO determines that such domestic content reports are complete, the IESO issues letters to such projects acknowledging the completeness of their domestic content reports. Summerhaven and Conestogo have submitted their respective domestic content reports and the IESO has issued letters acknowledging the completeness of these domestic content reports. Bluewater achieved COD on July 19, 2014 and submitted a domestic content report to the IESO on September 17, 2014, which was subsequently amended. On January 12, 2015, the IESO requested additional information and supporting documentation from Bluewater. The IESO may not deem the Bluewater domestic content report complete as required under the terms of the Bluewater FIT contract and may request additional information from Bluewater and supporting documentation related to the activities that Bluewater undertook in order to meet its MRDCL. Following the issuance by the IESO of letters acknowledging the completeness of domestic content reports, the IESO has the right to audit these projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs. The failure by any project to achieve its MRDCL could result in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for Summerhaven, Conestogo or Bluewater or any project located in Ontario that NEP acquires in the future could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and non-U.S. jurisdictions.

Doing business in the U.S. and Canada requires NEP to comply with anti-corruption laws and regulations of the U.S. and Canadian governments. NEP's failure to comply with these laws and regulations may expose NEP to liabilities. These laws and regulations may apply to NEP, NEE and its affiliates and its individual directors, officers, employees and agents and may restrict NEP's operations, trade practices, investment decisions and partnering activities. In particular, NEP's Canadian operations are subject to U.S. laws and regulations, such as the FCPA, as well as Canadian anti-corruption laws. The FCPA prohibits U.S. companies and their officers, directors, employees and agents acting on their behalf from offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise securing an improper advantage. The FCPA also requires companies to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. As part of NEP's business, it deals with foreign officials for purposes of the FCPA. As a result, business dealings between NEP's employees and any such foreign official could expose NEP to the risk of violating anti-corruption laws even if such business practices may be customary or are not otherwise prohibited between NEP and a private third party. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. NEP has established policies and procedures designed to assist it and personnel acting on its behalf in complying with applicable U.S. and Canadian laws and regulations; however, these policies and procedures may not be effective and any such violation of these legal requirements, inadvertent or otherwise, could have a material adverse effect on NEP’s business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP is subject to risks associated with its ownership or acquisition of projects that remain under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.

As part of its acquisition strategy, NEP has chosen and in the future may choose to acquire projects that have not yet commenced operations or are under construction. There may be delays or unexpected developments in completing any future construction projects, which could cause the construction costs of these projects to exceed NEP's expectations, result in substantial delays or prevent the project from commencing commercial operations. Various factors could contribute to construction-cost overruns, construction halts or delays or failure to commence commercial operations, including:


•	delays in obtaining, or the inability to obtain, necessary permits and licenses;


•	delays and increased costs related to the interconnection of new projects to the transmission system;


•	the inability to acquire or maintain land use and access rights;


•	the failure to receive contracted third-party services;


•	interruptions to dispatch at the projects;


•	supply interruptions;


•	work stoppages;


•	labor disputes;


•	weather interferences;

Table of Contents


•	unforeseen engineering, environmental and geological problems, including discoveries of contamination, protected plant or animal species or habitat, archaeological or cultural resources or other environment-related factors;


•	unanticipated cost overruns in excess of budgeted contingencies; and


•	failure of contracting parties to perform under contracts.

In addition, where NEP has an agreement with a third party to complete construction of any project, NEP is subject to the viability and performance of the third party. NEP's inability to find a replacement contracting party, where the original contracting party has failed to perform, could result in the abandonment of the construction of such project, while NEP could remain obligated under other agreements associated with the project, including offtake power sales agreements.

Any of these risks could cause NEP's financial returns on these investments to be lower than expected or otherwise delay or prevent the completion of such projects or distribution of cash to NEP, or could cause NEP to operate below expected capacity or availability levels, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Contract Risks

NEP relies on a limited number of energy sale counterparties and NEP is exposed to the risk that they are unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.

In most instances, NEP sells the energy generated by each of its projects to a single energy sale counterparty under a long-term PPA or into the IESO-managed system subject to a FIT contract with a single energy sale counterparty. NEP expects that its existing and future contracts will be the principal source of cash flows available to make distributions to its unitholders. Thus, the actions of even one energy sale counterparty may cause variability of NEP’s revenue, financial results and cash flows that are difficult to predict. Similarly, significant portions of NEP’s credit risk may be concentrated among a limited number of energy sale counterparties and the failure of even one of these key customers to pay its obligations to NEP could significantly impact NEP's business and financial results. NEP expects its largest energy sale counterparties, which are Pacific Gas & Electric (PG&E) and the IESO, to account for an aggregate of between approximately 45% and 50% of the net generation of its portfolio and an aggregate of between approximately 70% and 75% of its net income plus interest expense, income tax expense and depreciation and amortization expense for the twelve-month period ending June 30, 2015. For the year ended December 31, 2014, NEP derived approximately 42% and 29% of its consolidated revenue from its contracts with PG&E and the IESO, respectively. Any or all of NEP's energy sale counterparties may fail to fulfill their obligations under their PPAs with NEP, whether as a result of the occurrence of any of the following factors or otherwise:


•	Specified events beyond NEP's control or the control of an energy sale counterparty may temporarily or permanently excuse the energy sale counterparty from its obligation to accept and pay for delivery of energy generated by a project. These events could include a system emergency, transmission failure or curtailment, adverse weather conditions or labor disputes.


•	Since a governmental entity makes payments with respect to the energy produced by some of NEP's projects under FIT contracts and RESOP contracts, NEP is subject to the risk that the governmental entity may attempt to unilaterally change or terminate its contract with NEP, whether as a result of legislative, regulatory, political or other activities.

•

The ability of NEP's energy sale counterparties to fulfill their contractual obligations to NEP depends on their financial condition. NEP is exposed to the credit risk of its energy sale counterparties over an extended period of time due to the long-term nature of NEP's PPAs with them. These customers could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of their financial condition when they have not yet paid for energy delivered, any of which could result in underpayment or nonpayment under such agreements.


•	A default or failure by NEP to satisfy minimum energy delivery requirements or mechanical availability levels under NEP's PPAs could result in damage payments to the applicable energy sale counterparty or termination of the applicable PPA.

If NEP's energy sale counterparties are unwilling or unable to fulfill their contractual obligations to NEP, or if they otherwise terminate such contracts prior to their expiration, NEP may not be able to recover contractual payments and commitments due to NEP. Since the number of customers that purchase wholesale bulk energy is limited, NEP may be unable to find a new energy purchaser on similar or otherwise acceptable terms or at all. In some cases, there currently is no economical alternative counterparty to the original energy sale counterparty. For example, if the IESO fails to make payments as required by its FIT contracts with NEP's Ontario projects, these projects would receive only wholesale spot prices for output sold into the IESO-managed system, which could result in a reduction of cash flows and impact NEP's ability to cover operational or financing costs for such projects. The loss of or a reduction in sales to any of NEP's energy sale counterparties would have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP may not be able to extend, renew or replace expiring or terminated PPAs at favorable rates or on a long-term basis.

As of December 31, 2014, and after giving effect to the Palo Duro PPA, the capacity-weighted average remaining contract life under NEP's PPAs is approximately 20 years. NEP's ability to extend, renew or replace its existing PPAs depends on a number of factors beyond its control, including:

Table of Contents


•	whether the energy sale counterparty has a continued need for energy at the time of the agreement’s expiration, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices, and the availability of other energy sources;


•	the satisfactory performance of NEP's delivery obligations under such PPAs;


•	the regulatory environment applicable to NEP's energy sale counterparties at the time;


•	macroeconomic factors present at the time, such as population, business trends and related energy demand; and


•	the effects of regulation on the contracting practices of NEP's energy sale counterparties.

If NEP is not able to extend, renew or replace on acceptable terms existing PPAs before contract expiration, or if such agreements are otherwise terminated prior to their expiration, NEP may be required to sell the energy on an uncontracted basis at prevailing market prices, which could be materially lower than NEP received under the applicable contract. Alternatively, if there is no adequate market for a project’s uncontracted energy, NEP may be required to decommission the project before the end of its useful life. Any failure to extend, renew or replace a significant portion of NEP's existing PPAs, or extending, renewing or replacing them at lower prices or with other unfavorable terms or the decommissioning of a project could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

If the energy production by or availability of NEP's U.S. projects is less than expected, they may not be able to satisfy minimum production or availability obligations under NEP's U.S. Project Entities’ PPAs.

NEP's energy production or its projects’ availability could be less than historically has been the case or less than expected due to various factors, including unexpected wind or solar conditions, natural disasters, equipment underperformance, operational issues, changes in law or actions taken by third parties. NEP's U.S. Project Entities’ existing PPAs contain provisions that require NEP to produce a minimum amount of energy or be available a minimum percentage of time over periods of time specified in the PPAs. A failure to produce sufficient energy or to be sufficiently available to meet NEP's commitments under its PPAs could result in the payment of damages or the termination of PPAs and could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Risks Related to NEP's Acquisition Strategy and Future Growth

NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.

NEP intends to pursue opportunities to acquire contracted clean energy projects that are either operational or, in limited circumstances, under construction, from NEER and others consistent with its business strategy. Various factors could affect the availability of such projects to grow NEP's business, including the following factors and those described in more detail in the additional risk factors below:


•	competing bids for a project, including the NEER ROFO projects, from companies that may have substantially greater purchasing power, capital or other resources or a greater willingness to accept lower returns or more risk than NEP does;


•	NEP's failure to agree to favorable financial or legal terms with NEER with respect to any proposed acquisitions from NEER;


•	fewer acquisition opportunities than NEP expects, which could result from, among other things, available projects having less desirable economic returns or higher risk profiles than NEP believes suitable for its acquisition strategy and future growth;


•	NEER’s failure to complete the development of the NEER ROFO projects or other projects that have not yet commenced commercial operations, which could result from, among other things, failure to obtain or comply with permits, failure to procure the requisite financing or interconnection or failure to satisfy the conditions to the project agreements, in a timely manner or at all;


•	NEP's failure to successfully develop and finance projects, to the extent that it decides to acquire projects that are not yet operational or to otherwise pursue development activities with respect to new projects;


•	NEP's inability to obtain the necessary consents to consummate an acquisition; and


•	the presence or potential presence of:


•	pollution, contamination or other wastes at the project site;


•	protected plant or animal species;


•	archaeological or cultural resources;


•	wind waking or solar shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation;


•	land use restrictions and other environment-related siting factors; and


•	growing local opposition to wind and solar projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of wind or solar projects.

Any of these factors could limit NEP's acquisition opportunities and prevent it from executing, or diminish its ability to execute, its growth strategy as planned. In addition, antidumping cases were filed at the U.S. Department of Commerce that resulted in the imposition of duties on solar cells manufactured in Taiwan that are incorporated in solar panels imported into the U.S. by Chinese

Table of Contents

companies. The resulting increase in the price of solar panels has made development of solar projects less competitive and may adversely impact NEP's ability to acquire solar projects in the future.

Further, even if NEP consummates acquisitions that it believes will be accretive to cash distribution to its unitholders, those acquisitions may decrease cash distributions to its unitholders as a result of incorrect assumptions in NEP's evaluation of such acquisitions, unforeseen consequences or other external events beyond its control.

Any failure to identify and acquire an interest in additional, contracted clean energy projects at favorable prices could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

NEP OpCo’s partnership agreement requires that it distribute its available cash, which could limit its ability to grow and make acquisitions.

NEP expects that NEP OpCo will distribute its available cash (as defined in NEP OpCo’s partnership agreement) to its unitholders, including NEP, and will rely primarily upon external financing sources, including commercial borrowings and the issuance of debt and equity securities, to fund acquisitions and expansion capital expenditures. The incurrence of additional commercial borrowings or other debt to finance NEP's growth strategy would result in increased interest expense, which in turn could have a material adverse effect on its ability to grow its business and make cash distributions to its unitholders. To the extent NEP or NEP OpCo issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that NEP will be unable to maintain or increase its per common unit distribution level. There are no limitations in NEP's or NEP OpCo’s partnership agreements or in NEP OpCo’s subsidiaries' revolving credit facility, on its or NEP OpCo’s ability to issue additional units, including units ranking senior to NEP's or NEP OpCo’s common units. In addition, because NEP expects that NEP OpCo will distribute its available cash, NEP's growth may not be as fast as that of businesses which reinvest their available cash to expand ongoing operations. As a result, to the extent NEP OpCo is unable to finance growth externally or external financing significantly increases interest expense or financing is obtained through the issuance of additional units, NEP OpCo’s cash distribution policy will significantly impair its ability to grow and increase its distributions to NEP.

Lower prices for other fuel sources reduce the demand for wind and solar energy.

The amount of wind and solar energy demand is affected by the price and availability of other fuels, including nuclear, coal, natural gas and oil, as well as other sources of renewable energy. To the extent renewable energy, particularly wind and solar energy, becomes less cost-competitive due to reduced government targets and incentives that favor renewable energy, cheaper alternatives or otherwise, demand for wind and solar energy and other forms of renewable energy could decrease. Slow growth or a long-term reduction in the energy demand could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

Government regulations providing incentives and subsidies for clean energy could change at any time and such changes may negatively impact NEP's growth strategy.

NEP's strategy to grow its business through the acquisition of clean energy projects partly depends on current government policies that promote and support clean energy and enhance the economic viability of owning clean energy projects. Clean energy projects currently benefit from various U.S. federal, state and local governmental incentives, such as PTCs, ITCs, CITCs, loan guarantees, RPS, the U.S. federal Modified Accelerated Cost Recovery System for depreciation and other incentives, as well as similar Canadian incentives, RPS, accelerated cost recovery deductions and other commercially oriented incentives. These policies have had a significant impact on the development of clean energy and they could change at any time. These incentives make the development of clean energy projects more competitive by providing tax credits or grants and accelerated depreciation for a portion of the development costs, decreasing the costs associated with developing such projects or creating demand for renewable energy assets through RPS programs. A loss of or reduction in such incentives could decrease the attractiveness of clean energy projects to developers, including NEE, which could reduce NEP's acquisition opportunities. Such a loss or reduction could also reduce NEP's willingness to pursue or develop certain renewable energy projects due to higher operating costs or decreased revenues under its PPAs.

If these policies are not renewed, the market for future clean energy PPAs may be smaller and the prices for future clean energy PPAs may be lower. For example, the Code provides a PTC on a cents per kWh basis for all qualifying energy produced by a qualifying U.S. wind project during the first ten years after the project commences commercial operations. The PTC is available for new wind projects that were “under construction” by the end of 2014 and the developer uses continuous efforts towards commencing commercial operations. Under IRS guidance, projects that were under construction by the end of 2014 and have commenced commercial operations by January 1, 2016 will be deemed to have used continuous efforts. The IRS has not updated its guidance to reflect the change in law that extended the "under construction" deadline from 2013 to 2014. The ITCs and CITCs are U.S. federal incentives that are available after a project commences commercial operations and provide an income tax credit or cash grant for between 10% and 30% of eligible installed costs. A solar project must commence commercial operations on or before December 31, 2016, to qualify for the 30% ITC. A solar project that commences commercial operations after December 31, 2016, may qualify for an ITC equal to 10% of eligible installed costs. Alternatively, in order to qualify for the CITC, a solar project must have begun construction by the end of 2011 and have commenced commercial operations on or before December 31, 2016. To the extent that

Table of Contents

these policies are changed in a manner that reduces the incentives that benefit NEP's projects, the projects could generate reduced revenues and reduced economic returns, experience increased financing costs and encounter difficulty obtaining financing.

Additionally, some states with RPS targets have met, or in the near future will meet, their renewable energy targets. For example, California, which has one of the most aggressive RPS in the U.S., is poised to meet its current target of 25% renewable energy generation by 2016 and has the potential to meet its goal of 33% renewable power generation by 2020 with already-proposed new renewable energy projects. Ontario anticipates meeting its non-hydro renewable energy target of 10.7 GW by 2021. If, as a result of achieving these targets, these and other U.S. states and Canadian provinces do not increase their targets in the near future, demand for additional renewable energy could decrease. To the extent other states and provinces decrease their RPS targets, programs or goals, demand for renewable energy could decrease in the future. Any of the foregoing could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's growth strategy depends on the acquisition of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.

Project development is a capital intensive business that relies heavily on the availability of debt and equity financing sources to fund projected construction and other capital expenditures. As a result, in order to successfully develop a project, development companies, including other affiliates of NEE, must obtain sufficient financing to complete the development phase of their projects. Any significant disruption in the credit and capital markets or a significant increase in interest rates could make it difficult for development companies to raise funds when needed to secure construction financing, which would limit a project’s ability to complete the construction of a project that NEP may seek to acquire.

Project developers, including other affiliates of NEE, develop, construct, manage, own and operate clean energy generation facilities and energy transmission facilities. A key component of their businesses is their ability to construct and operate generation and transmission facilities to meet customer needs. As part of these activities, project developers must periodically apply for licenses and permits from various regulatory authorities and abide by their respective conditions and requirements. If project developers, including other affiliates of NEE, are unsuccessful in obtaining necessary licenses or permits on acceptable terms or encounter delays in obtaining or renewing such licenses or permits, or if regulatory authorities initiate any associated investigations or enforcement actions or impose penalties or reject projects, the potential number of projects that may be available for NEP to acquire may be reduced or potential transaction opportunities may be delayed.

If the challenges of developing projects increase for project developers, including other affiliates of NEE, NEP's pool of available opportunities may be limited, which could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

NEP's ability to effectively consummate future acquisitions depends on its ability to arrange the required or desired financing for acquisitions.

NEP may not have sufficient availability under NEP OpCo's credit facilities or have access to project-level financing on commercially reasonable terms when acquisition opportunities arise. An inability to obtain the required or desired financing could significantly limit NEP's ability to consummate future acquisitions and effectuate its growth strategy. If financing is available, it may be available only on terms that could significantly increase NEP's interest expense, impose additional or more restrictive covenants and reduce cash distributions to its unitholders. Similarly, the issuance of additional equity securities as consideration for acquisitions could cause significant unitholder dilution and reduce the cash distribution per common unit if the acquisitions are not sufficiently accretive. NEP's inability to effectively consummate future acquisitions could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

Acquisitions of existing clean energy projects involve numerous risks.

NEP's strategy includes growing its business through the acquisition of existing clean energy projects. The acquisition of existing clean energy projects involves numerous risks, including exposure to existing liabilities and unanticipated post-acquisition costs associated with the pre-acquisition activities by the project, difficulty in integrating the acquired projects into NEP's business and, if the projects are in new markets, the risks of entering markets where NEP has limited experience. Additionally, NEP risks overpaying for such projects (or not making acquisitions on an accretive basis) and failing to retain the customers of such projects. While NEP performs due diligence on prospective acquisitions, NEP may not discover all potential risks, operational issues or other issues in such projects. Further, the integration and consolidation of acquisitions require substantial human, financial and other resources and, ultimately, NEP's acquisitions may divert NEP's management’s attention from its existing business concerns, disrupt its ongoing business or not be successfully integrated. Future acquisitions might not perform as expected or the returns from such acquisitions might not support the financing utilized to acquire them or maintain them. A failure to achieve the financial returns NEP expects when NEP acquires clean energy projects could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

Table of Contents

Renewable energy procurement is subject to U.S. state and Canadian provincial regulations, with relatively irregular, infrequent and often competitive procurement windows.

Each U.S. state and Canadian province has its own renewable energy regulations and policies. Renewable energy developers must anticipate the future policy direction in each state and province and secure viable projects before they can bid to procure a PPA or FIT contract or other contract through often highly competitive auctions. In particular, energy policy in the key market of Ontario is subject to a political process with respect to its FIT program and renewable energy procurements that may change dramatically as a result of changes in the political climate. A failure to anticipate accurately the future policy direction in a jurisdiction or to secure viable projects could have a material adverse effect on NEP's ability to grow its business and make cash distributions to its unitholders.

While NEP currently owns only wind and solar projects, NEP may acquire other sources of clean energy, including natural gas and nuclear projects, and may expand to include other types of assets including transmission projects, and any future acquisition of non-renewable energy projects, including transmission projects, may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors. A failure to successfully integrate such acquisitions with NEP's then-existing projects as a result of unforeseen operational difficulties or otherwise, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP may acquire other sources of clean energy, including contracted natural gas and nuclear projects, and other types of assets, including transmission projects. NEP may be unable to identify attractive non- renewable energy or transmission acquisition opportunities or acquire such projects at prices and on terms that are attractive. In addition, the consummation of such acquisitions could expose NEP to increased operating costs, unforeseen liabilities and additional risks including regulatory and environmental issues associated with entering new sectors of the energy industry. This could require a disproportionate amount of NEP's management’s attention and resources, which could have an adverse impact on NEP's business and place NEP at a competitive disadvantage relative to more established non-renewable energy market participants. A failure to successfully integrate such acquisitions with NEP's then-existing projects as a result of unforeseen operational difficulties or otherwise, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.

NEP believes its primary competitors for opportunities in North America are regulated utilities, developers, IPPs, pension funds and private equity funds. NEP competes with these companies to acquire well-developed projects with projected stable cash flows. NEP also competes for personnel with requisite industry knowledge and experience. Furthermore, the industry has experienced and may experience volatile demand for wind turbines, solar panels and related components. If demand for this equipment increases, suppliers may give priority to other market participants, including NEP's competitors, who may have greater resources than NEP. An inability to effectively compete with developers, IPPs, pension funds and private equity funds for opportunities in North America could have a material adverse effect on NEP's ability to grow its business and to make cash distributions to its unitholders.

Risks Related to NEP's Financial Activities

Restrictions in NEP OpCo's subsidiaries' revolving credit facility could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

The direct subsidiaries of NEP OpCo have entered into a $250 million revolving credit facility. This credit facility contains various covenants and restrictive provisions that limit NEP OpCo’s ability to, among other things:


•	incur or guarantee additional debt;


•	make distributions on or redeem or repurchase common units;


•	make certain investments and acquisitions;


•	incur certain liens or permit them to exist;


•	enter into certain types of transactions with affiliates;


•	merge or consolidate with another company; and


•	transfer, sell or otherwise dispose of projects.

The credit facility also contains covenants requiring NEP OpCo to maintain certain financial ratios, including as a condition to making cash distributions to NEP and its other unitholders. NEP OpCo’s ability to meet those financial ratios can be affected by events beyond NEP's control, and NEP OpCo may be unable to meet those ratios and tests and therefore may be unable to make cash distributions to its unitholders including NEP. As a result, NEP may be unable to make distributions to its unitholders. In addition, the credit facility contains customary events of default, including the occurrence of a change of control of NEP OpCo or its direct subsidiaries.

Table of Contents

The provisions of the credit facility may affect NEP's ability to obtain future financing and pursue attractive business opportunities and NEP's flexibility in planning for, and reacting to, changes in business conditions. A failure to comply with the provisions of the credit facility could result in an event of default, which could enable the lenders to declare, subject to the terms and conditions of the credit facility, any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable and entitle lenders to enforce their security interest. If the payment of the debt is accelerated, the revenue from the projects may be insufficient to repay such debt in full, the lenders could enforce their security interest and NEP's unitholders could experience a partial or total loss of their investment.

NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness.

NEP and NEP OpCo intend to pay quarterly cash distributions on all of their respective outstanding common units. However, in any period, NEP's and NEP OpCo’s ability to pay cash distributions to their respective unitholders depends on, among other things, the performance of NEP's subsidiaries. The ability of NEP's subsidiaries to make distributions to NEP and NEP OpCo may be restricted by, among other things, the provisions of existing and future indebtedness.

The agreements governing NEP's subsidiaries’ project-level debt contain financial tests and covenants that NEP's subsidiaries must satisfy prior to making distributions and restrict the subsidiaries from making more than one distribution per quarter or per six-month period. If any of NEP's subsidiaries is unable to satisfy these restrictions or is otherwise in default under such agreements, it would be prohibited from making distributions that could, in turn, affect the amount of cash distributed by NEP OpCo, and ultimately limit NEP's ability to pay cash distributions to its unitholders. Additionally, such agreements require NEP's projects to establish a number of reserves out of their revenues, including reserves to service NEP OpCo's debt and reserves for O&M expenses. These cash reserves will affect the amount of cash distributed by NEP OpCo, which ultimately will affect the amount of cash distributions NEP is able to make to its unitholders. Also, upon the occurrence of certain events, including NEP's subsidiaries’ inability to satisfy distribution conditions for an extended period of time, NEP's subsidiaries’ revenues may be swept into one or more accounts for the benefit of the lenders under the subsidiaries’ debt agreements and the subsidiaries may be required to prepay indebtedness. Restrictions preventing NEP's subsidiaries’ cash distributions could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.

NEP's subsidiaries’ substantial indebtedness could have important consequences. For example,


•	failure to comply with the covenants in the agreements governing these obligations could result in an event of default under those agreements, which could be difficult to cure, result in bankruptcy or, with respect to subsidiary debt, result in loss of NEP OpCo's ownership interest in one or more of its subsidiaries or in some or all of their assets as a result of foreclosure;


•	NEP's subsidiaries’ debt service obligations require them to dedicate a substantial portion of their cash flow to pay principal and interest on their debt, thereby reducing their cash available to execute NEP's business plan and make cash distributions to its unitholders;


•	NEP's subsidiaries’ substantial indebtedness could limit NEP's ability to fund operations of any projects acquired in the future and NEP's financial flexibility, which could reduce its ability to plan for and react to unexpected opportunities;


•	NEP's subsidiaries’ substantial debt service obligations make NEP vulnerable to adverse changes in general economic, credit markets, capital markets, industry, competitive conditions and government regulation that could place NEP at a disadvantage compared to competitors with less debt; and


•	NEP's subsidiaries’ substantial indebtedness could limit NEP's ability to obtain financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes.

If NEP's subsidiaries, including NEP OpCo, do not comply with their obligations under their debt instruments, they may be required to refinance all or a part of their indebtedness, which they may not be able to do on similar terms or at all. Increases in interest rates and changes in debt covenants may reduce the amounts that NEP and its subsidiaries can borrow, reduce NEP's cash flows and increase the equity investment NEP may be required to make in any projects NEP may acquire. In addition, the project-level financing for projects that NEP may acquire that are under construction may prohibit distributions until such project commences operations. If NEP's subsidiaries are not able to generate sufficient operating cash flow to repay their outstanding indebtedness or otherwise are unable to comply with the terms of their indebtedness, NEP could be required to reduce overhead costs, reduce the scope of its projects, sell some or all of its projects or delay construction of projects NEP may acquire, all of which could have a material adverse effect on its business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Currency exchange rate fluctuations may affect NEP's operations.

NEP is exposed to currency exchange rate fluctuations to the extent the cash flows generated by NEP's projects are in multiple currencies. For the year ended December 31, 2014, 29% of NEP's revenue was denominated in Canadian dollars and NEP expects net revenue from Canadian dollar markets to continue to represent a meaningful portion of its net revenue. Any measures that NEP

Table of Contents

may implement to reduce the effect of currency exchange rate fluctuations and other risks of its multinational operations may not be effective or may be overly expensive. In addition, foreign currency translation risk arises upon the translation of the financial statements of NEP's subsidiaries whose functional currency is the Canadian dollar into U.S. dollars for the purpose of preparing NEP's financial statements. The assets and liabilities of its Canadian dollar denominated subsidiaries are translated at the closing rate at the date of reporting and income statement items are translated at the average rate for the period. These currency translation differences may have significant negative impacts. Foreign currency transaction risk also arises when NEP or its subsidiaries enter into transactions where the settlement occurs in a currency other than the functional currency of NEP or its subsidiaries. Exchange differences arising from the settlement or translation of monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized as profit or loss in the period in which they arise, which could materially impact NEP's net income.

To the extent that NEP engages in hedging activities to reduce its currency exchange rate exposure, NEP may be prevented from realizing the full benefits of exchange rate increases above the level of the hedges. However, because NEP is not fully hedged, NEP will continue to have exposure on the unhedged portion of the currency NEP exchanges.

Additionally, NEP's hedging activities may not be as effective as it anticipates in reducing the volatility of its future cash flows. NEP's hedging activities can result in substantial losses to the extent hedging arrangements are ineffective or its hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. Certain of the financial instruments NEP uses to hedge its exchange rate exposure must be accounted for on a mark-to-market basis. This causes periodic earnings volatility due to fluctuations in exchange rates. Any exposure to adverse currency exchange rate fluctuations could have a material adverse effect on NEP's financial condition, results of operations and cash flows and its ability to make cash distributions to its unitholders.

NEP is exposed to risks inherent in its use of interest rate swaps.

Some of NEP's subsidiaries’ indebtedness accrues interest at variable rates, and some of its subsidiaries have used interest rate swaps to try to protect against market volatility. The use of interest rate swaps, however, does not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. Such transactions may also limit the opportunity for gain if the value of a position increases. In addition, to the extent that actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts involves judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that NEP does not anticipate, or if a counterparty fails to perform under a contract, it could have a material adverse effect on its business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Risks Related to NEP's Relationship with NEE

NEE exercises substantial influence over NEP and NEP is highly dependent on NEE and its affiliates.

NEE indirectly owns NEP GP and has the ability to appoint all of its executive officers and directors. In addition, NEE, through NEE Equity, holds 79.9% of the common units of NEP OpCo. As a result, NEE continues to have a substantial influence on NEP's affairs and has majority voting power on certain matters requiring the approval of NEP's unitholders that do not exclude votes of NEE and its affiliates. This concentration of ownership may delay or prevent a change in control of NEP, which could prevent unitholders from receiving a premium for their common units. In addition, certain of NEP's project subsidiaries are party to agreements or subject to various regulatory or tax regimes that require NEE or its affiliates to maintain certain levels of direct or indirect ownership, which could limit NEE’s ability to decrease its ownership percentage in the future. NEE also has the right to appoint all of the directors of NEE Operating GP.

NEP depends on NEE's affiliates to provide, or arrange for the provision of, administrative and O&M services under agreements with NEE Management and NEER, respectively, and to continue to provide existing credit support on behalf of NEP’s subsidiaries under an agreement with NEER. Any failure by NEE Management or NEER to perform their administrative and O&M services obligations or the failure by NEER to continue to provide existing credit support or the failure by NEP to identify and contract with replacement management service providers or provide replacement credit support on similar terms, if required, could materially impact the successful operation of its projects. Under these agreements, certain NEE employees provide services to NEP. These services are not the primary responsibility of these employees, nor are these employees required to act for NEP alone. The agreements do not require any specific individuals to be provided by NEE and NEE has the discretion to determine which of its employees perform services required to be provided to NEP.

NEP's future success depends on the continued service of employees of NEE or its affiliates, who are not obligated to remain employed with NEE. NEP's future also depends on NEE’s successful renegotiation of collective bargaining agreements with its bargaining employees on acceptable terms when those agreements expire or otherwise terminate. NEE has experienced departures of key professionals and personnel and key professionals and personnel may depart in the future, and any such departures may adversely affect NEP's ability to achieve its objectives. The departure of a significant number of NEE’s professionals or a significant portion of the NEE employees who work at any of NEP's projects for any reason, or the failure to appoint qualified or effective

Table of Contents

successors in the event of such departures, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP is highly dependent on credit support from NEE and its affiliates. NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.

NEP depends on guarantees and letters of credit that have been provided by NEECH, NEER and other NEE affiliates to counterparties on behalf of NEP's subsidiaries to satisfy NEP's subsidiaries’ contractual obligations to provide credit support, including under PPAs. These NEE affiliates also have provided credit support to lenders to fund reserve accounts, to facilitate NEE’s cash management practices, to support Genesis’ debt repayment obligations in relation to its CITC and to cover the risk that CITC proceeds received by any U.S. project entity are later recaptured by the U.S. Department of the Treasury. NEP expects NEECH, NEER and other NEE affiliates, upon NEP's request and at NEER’s option, to provide credit support on behalf of any projects NEP may acquire in the future on similar terms but they are under no obligation to do so. Any failure of NEP's subsidiaries to maintain acceptable credit support or credit support providers to honor their obligations under their respective credit support arrangements could cause, among other things, events of default to arise under NEP's subsidiaries’ PPAs and financing agreements. Such events of default could entitle energy sale counterparties to terminate their contracts with NEP's subsidiaries or could entitle lenders to accelerate indebtedness owed to them, which could result in the insolvency of NEP's subsidiaries. In addition, if beneficiaries draw on credit support provided by NEECH, NEER and these other NEE affiliates, then NEP OpCo may be required to reimburse them for the amounts drawn, which could reduce NEP OpCo’s cash distributions. These events could decrease NEP's revenues, restrict distributions from its subsidiaries, or result in a sale of or foreclosure on its assets. Further, NEE affiliates may not provide credit support in respect of new projects on the same terms on which they currently provide credit support for NEP’s existing projects, which may require NEP to obtain the required credit support from third parties on less favorable terms and may prevent NEP from consummating the acquisition of additional projects. All of the foregoing events, including a failure of NEP OpCo to have sufficient funds to satisfy its reimbursement obligations, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEER or one of its affiliates is permitted to borrow funds received by NEP's subsidiaries, including NEP OpCo, as partial consideration for its obligation to provide credit support to NEP, and NEER will use these funds for its own account without paying additional consideration to NEP and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo. NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return a portion of these funds.

Under the CSCS agreement, NEER or one of its affiliates is permitted to withdraw funds received by NEP's subsidiaries, including NEP OpCo, and hold them in an account of NEER or one of its affiliates to the extent the funds are not required to pay NEP or its subsidiaries’ costs or otherwise not required to be retained by its subsidiaries, until the financing agreements of its subsidiaries permit distributions to be made to NEP OpCo or, in the case of NEP OpCo, until a minimum quarterly distribution is scheduled to be paid. To the extent that NEER and its affiliates choose to use such excess funds in their own operations instead of returning them to NEP, it would reduce the amount of cash available to NEP to be used for acquisitions, capital expenditures and distributions to unitholders. For example, NEER’s obligation to return funds prior to a scheduled distribution date is limited to the amount required to fund NEP OpCo’s anticipated quarterly distribution, unless the return of such funds is demanded by NEP OpCo. NEP's ability to grow its distributions in the future is dependent on the growth of NEP OpCo’s distributions to NEP, which could be limited if NEER decides to retain excess funds for its own operations instead of returning them to NEP OpCo. In addition, because NEP is managed by NEER, NEP may also choose not to request such funds even if they could be used for acquisitions or growth projects. Further, NEER will not pay NEP any interest or additional consideration for the use of these funds. If NEER or one of its affiliates realizes any earnings on NEP OpCo’s or its subsidiaries’ funds prior to the return of such funds, it is permitted to retain those earnings for its own account. The failure of NEER to return funds to NEP's subsidiaries for any reason could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP may not be able to consummate future acquisitions from NEER.

NEP's ability to grow through acquisitions and increase distributions to unitholders is dependent in part on its ability to make acquisitions that result in an increase in cash distributions per common unit. NEP's growth strategy is based in part on its right of first offer with respect to certain projects that NEER may elect to sell. Such acquisitions may not be available to NEP on acceptable terms or at all. Other than the right of first offer with respect to any NEER ROFO projects that NEER elects to sell during the six-year period ending in July 2020, NEER has no obligation to make any projects available to NEP for potential purchase. The consummation and timing of any future acquisitions will depend upon, among other things, whether:


•	NEP is able to identify attractive acquisition candidates;


•	NEP is able to negotiate acceptable purchase agreements;


•	NEP is able to obtain financing for these acquisitions on economically acceptable terms; and


•	NEP is outbid by competitors.

Table of Contents

Additionally, several factors could materially and adversely impact the extent to which suitable acquisition opportunities are made available from NEER, including an assessment by NEER relating to its liquidity position, the risk profile of an opportunity, its fit with NEP's operations, limits on NEE personnel’s ability to devote their time to NEP and other factors. The overall question of an acquisition’s suitability is highly subjective and specific to NEP. For example, if NEER determines that a future acquisition opportunity other than the NEER ROFO projects is not suitable for NEP, NEER is not precluded from determining that the same opportunity is suitable for itself or another NEE affiliate. Furthermore, if NEER reduces its ownership interest in NEP, it may be less willing to sell the NEER ROFO projects to NEP. In addition, there are limited restrictions on NEER’s ability to sell the NEER ROFO projects to a third party. An inability by NEER to identify, or a failure by NEER to make available, suitable acquisition opportunities could hinder NEP's growth and materially adversely impact its business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP may not be able to successfully consummate any future acquisitions, whether from NEER or any third parties. Any acquisitions that may be available to NEP may require that it be able to access the debt and equity markets. However, NEP may be unable to access such markets on attractive terms or at all. If NEP is unable to make future acquisitions, its future growth and ability to increase distributions will be limited. Furthermore, even if NEP does consummate acquisitions that NEP believes will be accretive, they may in fact result in a decrease in cash distributions per common unit as a result of incorrect assumptions in NEP's evaluation of such acquisitions or unforeseen consequences or other external events beyond its control. Acquisitions involve numerous risks, including difficulties in integrating acquired businesses, inefficiencies and unexpected costs and liabilities. These events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP GP and its affiliates, including NEE, have conflicts of interest with NEP and limited duties to NEP and its unitholders, and they may favor their own interests to the detriment of NEP and holders of NEP common units.

NEE indirectly owns and controls NEP GP and has the ability to appoint all of NEP GP's officers and directors. All of NEP GP's executive officers and a majority of NEP GP's current directors also are officers of NEE. Conflicts of interest exist and may arise as a result of the relationships between NEP GP and its affiliates, including NEE, on the one hand, and NEP and NEP's limited partners, on the other hand. Although NEP GP has a duty to manage NEP in a manner beneficial to NEP and its limited partners, NEP GP's directors and officers have fiduciary duties to manage NEP GP in a manner beneficial to its owner, NEE. In addition, NEE Management or certain of its affiliates provide or arrange for certain services to be provided to NEP, including with respect to carrying out NEP's day-to-day management and providing individuals to act as NEP GP's executive officers. These same executive officers may help NEP GP's board of directors evaluate potential acquisition opportunities presented by NEER under the ROFO Agreement.

In resolving such conflicts of interest, NEP GP may favor its own interests and the interests of its affiliates, including NEE, over the interests of its unitholders. These conflicts include the following situations, among others:


•	No agreement to which NEP is a party requires NEE or its affiliates to pursue a business strategy that favors NEP or uses NEP's projects or dictates what markets to pursue or grow. NEE’s directors and officers have a fiduciary duty to make these decisions in the best interests of NEE, which may be contrary to NEP's interests.


•	Contracts between NEP, on the one hand, and NEP GP and its affiliates, on the other, are not and will not be the result of arm’s-length negotiations.


•	NEP GP's affiliates are not limited in their ability to compete with NEP and neither NEP GP nor its affiliates have any obligation to present business opportunities to NEP except for the NEER ROFO projects.


•	NEP GP is allowed to take into account the interests of parties other than NEP, such as NEE, in resolving conflicts of interest.


•	NEP does not have any officers or employees and relies solely on officers and employees of NEP GP and its affiliates, including NEE. The officers of NEP GP also devote significant time to the business of NEE and its affiliates and are compensated by NEE accordingly.


•	NEP GP may cause NEP to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a payment of the IDR fee or to accelerate the expiration of the purchase price adjustment period.


•	NEP's partnership agreement replaces the fiduciary duties that would otherwise be owed by NEP GP with contractual standards governing its duties, and limits NEP GP's liabilities and the remedies available to NEP's unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty under applicable Delaware law.


•	Except in limited circumstances, NEP GP has the power and authority to conduct NEP's business without unitholder approval.


•	Actions taken by NEP GP may affect the amount of cash available to pay distributions to unitholders.


•	NEP GP determines which costs incurred by it are reimbursable by NEP.


•	NEP reimburses NEP GP and its affiliates for expenses.


•	NEP GP has limited liability regarding NEP's contractual and other obligations.


•	NEP's common units are subject to NEP GP's limited call right.


•	NEP GP controls the enforcement of the obligations that it and its affiliates owe to NEP, including NEER’s obligations under the ROFO Agreement and its other commercial agreements with NEER.


•	NEP may choose not to retain counsel, independent accountants or other advisors separate from those retained by NEP GP to perform services for NEP or for the holders of common units.

Table of Contents

A decision by NEP GP to favor its own interests and the interests of NEE over NEP's interests and the interests of its unitholders could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEE and other affiliates of NEP GP are not restricted in their ability to compete with NEP.

NEP's partnership agreement provides that its general partner is restricted from engaging in any business activities other than acting as NEP GP and those activities incidental to its ownership of interests in NEP. Affiliates of NEP GP, including NEE and its other subsidiaries, are not prohibited, including under the MSA, from owning projects or engaging in businesses that compete directly or indirectly with NEP. NEE currently holds interests in, and may make investments in and purchases of, entities that acquire, own and operate other power generators. NEER is under no obligation to make any acquisition opportunities available to NEP, other than under the ROFO agreement.

Under the terms of NEP's partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to NEP GP or any of its affiliates, including its executive officers and directors and NEE. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for NEP will not have any duty to communicate or offer such opportunity to NEP. Any such person or entity will not be liable to NEP or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to NEP. This may create actual and potential conflicts of interest between NEP and affiliates of NEP GP and result in less than favorable treatment of NEP and holders of its common units.

NEP may be unable to terminate the MSA.

The MSA provides that NEP and certain affiliates may only terminate the agreement upon 90 days' prior written notice to NEE Management upon the occurrence of any of the following:


•	NEE Management defaults in the performance or observance of any material term, condition or covenant contained therein in a manner that results in material harm to NEP or certain affiliates and the default continues unremedied for a period of 90 days after written notice thereof is given to NEE Management;


•	NEE Management engages in any act of fraud, misappropriation of funds or embezzlement that results in material harm to NEP;


•	NEE Management is reckless in the performance of its duties under the agreement and such recklessness results in material harm to NEP or its affiliates; or


•	upon the happening of certain events relating to the bankruptcy or insolvency of NEP or certain of its affiliates.

NEP is not able to terminate the agreement for any other reason, including if NEE Management experiences a change of control. The agreement continues for twenty years and thereafter renews for successive five-year periods unless NEP OpCo or NEE Management provides written notice to the other that it does not wish for the agreement to be renewed. If NEE Management’s performance does not meet the expectations of investors and NEP is unable to terminate the MSA, the market price of NEP's common units could suffer. In addition, even if the MSA is terminated, it may not terminate in respect of provisions relating to the payment of the IDR Fee payable to NEE Management under that agreement, which could result in NEE or its affiliates receiving payments that could otherwise be distributed to NEP's unitholders even though NEE Management would be no longer obligated to provide services to NEP under the MSA.

If NEE Management terminates the MSA, NEER terminates the management sub-contract or either of them defaults in the performance of its obligations thereunder, NEP may be unable to contract with a substitute service provider on similar terms, or at all.

NEP relies on NEE Management and NEER to provide NEP with management services under the MSA and the management sub-contract, respectively and does not have independent executive or senior management personnel. Each of the MSA and the management sub-contract, respectively, provides that NEE Management and NEER, respectively, may terminate the applicable agreement upon 180 days prior written notice of termination to NEP if NEP defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to NEE Management or any of its affiliates other than NEP or its subsidiaries and NEER, respectively, and the default continues unremedied for a period of 90 days after written notice of the breach is given to NEP upon the happening of certain specified events. If NEE Management terminates the MSA, if NEER terminates the management sub-contract or if either of them defaults in the performance of its obligations thereunder, NEP may be unable to contract with a substitute service provider on similar terms or at all, and the costs of substituting service providers may be substantial. In addition, NEE Management and NEER are familiar with NEP's projects and, as a result, NEE Management and NEER have certain synergies with NEP. Substitute service providers would lack such synergies and may not be able to provide the same level of service to NEP. If NEP cannot locate a service provider that is able to provide NEP with substantially similar services as NEE Management and NEER provide under the MSA and management sub-contract, respectively, on similar terms, it would likely have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Table of Contents

NEP's arrangements with NEE limit NEE’s liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.

Under the MSA, NEE Management and its affiliates does not assume any responsibility other than to provide or arrange for the provision of the services described in the MSA in good faith. Additionally, under the MSA, the liability of NEE Management and its affiliates is limited to the fullest extent permitted by law to conduct involving bad faith, fraud, willful misconduct or recklessness or, in the case of a criminal matter, to action that was known to have been unlawful. NEP has agreed, and will cause certain affiliates to, indemnify NEE Management and its affiliates and any of their directors, officers, agents, members, partners, stockholders and employees and other representatives of NEE Management and its affiliates to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with NEP's, NEE Operating GP's, NEP OpCo and certain affiliates' operations, investments and activities or in respect of or arising from the MSA or the services provided thereunder by NEE Management and its affiliates, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. Additionally, the maximum amount of the aggregate liability of NEE Management or any of its affiliates in providing services under the MSA or otherwise (including NEER under the management sub-contract), or of any director, officer, employee, contractor, agent, advisor or other representative of NEE Management or any of its affiliates, will be equal to the base management fee previously paid by NEP in the most recent calendar year under the MSA but in no event less than $4 million. These protections may result in NEE Management and its affiliates tolerating greater risks when making decisions than otherwise would be the case, including when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which NEE Management and its affiliates are a party may also give rise to legal claims for indemnification, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

The credit and risk profile of NEP GP and its owner, NEE, could adversely affect any NEP credit ratings and risk profile, which could increase NEP's borrowing costs or hinder NEP's ability to raise capital.

The credit and business risk profiles of NEP GP and NEE may be considered in credit evaluations of NEP because NEP GP, which is indirectly owned by NEE, controls NEP's business activities, including NEP's and NEP OpCo's cash distribution policy and growth strategy. Any adverse change in the financial condition of NEE, including the degree of its financial leverage and its dependence on cash flows from NEP to service its indebtedness, or a downgrade of NEE’s investment-grade credit rating, may adversely affect any NEP's credit rating and its risk profile, as well as any credit ratings NEP may seek .

If NEP were to seek a credit rating, NEP's credit rating may be adversely affected by the leverage of NEE, as credit rating agencies such as Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. may consider the leverage and credit profile of NEE because of its ownership interest in and control of NEP. Any adverse effect on any NEP's credit rating would increase NEP's cost of borrowing or hinder NEP's ability to raise financing in the capital markets, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Risks Related to Ownership of NEP's Common Units

NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.

NEP's cash flow is generated from distributions NEP receives from NEP OpCo, which will consist solely of cash distributions that NEP OpCo has received from its subsidiaries. Additionally, during the purchase price adjustment period which, subject to certain early termination provisions, will extend until the first business day following the distribution of available cash by NEP OpCo in respect of any quarter beginning with the quarter ending June 30, 2017, for which certain tests are met, NEP may receive additional cash flows from any payments NEP receives from NEE Equity under the purchase agreement by and between NEE Equity and NEP (the purchase agreement), which will be funded solely by the distributions NEE Equity receives from NEP OpCo. The amount of cash that NEP OpCo’s subsidiaries will be able to distribute to NEP OpCo each quarter principally depends upon the amount of cash such subsidiaries generate from their operations. NEP OpCo may not have sufficient available cash each quarter to continue paying distributions at its current level or at all. If NEP OpCo reduces its per unit distribution, either because of reduced operating cash flow, higher expenses, capital requirements or otherwise, NEP will have less cash distributions to its unitholders and would likely be required to reduce its per common unit distribution.

The amount of cash that NEP OpCo can distribute to its unitholders, including NEP, each quarter principally depends upon the amount of cash it generates from its operations, which will fluctuate from quarter to quarter based on, among other things:


•	the amount of power generated from its projects and the prices received therefor;


•	its operating costs;


•	payment of interest and principal amortization, which depends on the amount of its indebtedness and the interest payable thereon;


•	the ability of NEP OpCo’s subsidiaries to distribute cash under their respective financing agreements;

Table of Contents


•	the completion of any ongoing construction activities on time and on budget;


•	its capital expenditures; and


•	if NEP OpCo acquires a project prior to its COD, timely completion of future construction projects.

In addition, the amount of cash that NEP OpCo will have available for distribution will depend on other factors, some of which are beyond its control, including:


•	availability of borrowings under its subsidiaries' credit facility to pay distributions;


•	the costs of acquisitions, if any;


•	fluctuations in its working capital needs;


•	timing and collectability of receivables;


•	restrictions on distributions contained in its credit facility and financing documents;


•	prevailing economic conditions;


•	access to credit or capital markets; and


•	the amount of cash reserves established by NEE Operating GP, NEP OpCo’s general partner, for the proper conduct of its business.

Because of these factors, NEP OpCo may not have sufficient available cash each quarter to pay its minimum quarterly distribution per common unit or any other amount. Furthermore, the amount of cash that NEP OpCo has available for distribution depends primarily upon its cash flow, including cash flow from financial reserves and working capital borrowings, and is not solely a function of profitability, which will be affected by non-cash items. As a result, NEP OpCo may be able to make cash distributions during periods when it records net losses and may not be able to make cash distributions during periods when it records net income.

If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.

The IDR fee is an expense of NEP OpCo that reduces the amount of cash distributions by NEP OpCo to NEP OpCo's unitholders, including NEP. The IDR fee is not reduced for NEP's income tax liabilities. Instead, NEP must use the cash proceeds of any distributions NEP receives from NEP OpCo and any purchase price adjustment payment NEP receives from NEE Equity to satisfy NEP's income tax liabilities. Any such payments of income taxes by NEP will reduce the amount of cash distributions by NEP to its unitholders. As a result, if NEP incurs material income tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.

Holders of NEP's common units have limited voting rights and are not entitled to elect NEP's general partner or NEP GP’s directors.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting NEP's business and, therefore, limited ability to influence management’s decisions regarding NEP's business. Unitholders have no right to elect NEP's general partner or NEP GP’s board of directors. Rather, the board of directors of NEP GP will be appointed by NEE. Furthermore, if the unitholders are dissatisfied with the performance of NEP's general partner, they have limited ability to remove NEP's general partner. As a result of these limitations, the price at which the common units trade could be diminished because of the absence or reduction of a takeover premium in the trading price. NEP's partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about NEP's operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP GP that might otherwise constitute breaches of fiduciary duties.

NEP's partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by NEP GP that might otherwise constitute breaches of fiduciary duties under state fiduciary duty law. For example, NEP's partnership agreement provides that:

•

whenever NEP GP, the board of directors of NEP GP or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, NEP GP, the board of directors of NEP GP and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of NEP's partnership, and, except as specifically provided by NEP's partnership agreement, will not be subject to any other or different standard imposed by NEP's partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;


•	NEP GP will not have any liability to NEP or its unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;

•

NEP GP and its officers and directors will not be liable for monetary damages to NEP or NEP's limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that NEP GP or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

Table of Contents


•	NEP GP will not be in breach of its obligations under the partnership agreement (including any duties to NEP or its unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:


•	approved by the conflicts committee of NEP GP's board of directors, although NEP GP is not obligated to seek such approval;


•	approved by the vote of a majority of the outstanding common units, excluding any common units owned by NEP GP and its affiliates;


•	determined by the board of directors of NEP GP to be on terms no less favorable to NEP than those generally being provided to or available from unrelated third parties; or


•	determined by the board of directors of NEP GP to be fair and reasonable to NEP, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to NEP.

In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by NEP GP or the conflicts committee must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by NEP's unitholders or the conflicts committee and the board of directors of NEP GP determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the third and fourth subbullets above, then it will be presumed that, in making its decision, the board of directors of NEP GP acted in good faith, and in any proceeding brought by or on behalf of any limited partner or NEP challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

NEP's partnership agreement replaces NEP GP's fiduciary duties to holders of its common units with contractual standards governing its duties.

NEP's partnership agreement contains provisions that eliminate the fiduciary standards to which NEP GP would otherwise be held by state fiduciary duty law and replace those standards with several different contractual standards. For example, NEP's partnership agreement permits NEP GP and its affiliates to make a number of decisions in its individual capacity, as opposed to in its capacity as NEP's general partner, free of any duties to NEP and its unitholders other than the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the partners where the language of the partnership agreement does not provide for a clear course of action. These provisions entitle NEP GP and its affiliates to consider only the interests and factors that they desire and relieve them of any duty or obligation to give any consideration to any interest of, or factors affecting, NEP, its affiliates or NEP's limited partners. Examples of decisions that NEP GP and its affiliates may make in their individual capacities include:


•	how to allocate corporate opportunities among NEP and its affiliates;


•	whether to exercise NEP GP’s limited call right, preemptive rights or registration rights;


•	whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of NEP GP;


•	how to exercise NEP GP’s voting rights with respect to the units it or its affiliates own in NEP OpCo and NEP;


•	whether to exchange NEP GP’s NEP OpCo common units for NEP's common units or, with the approval of the conflicts committee, to have NEP OpCo redeem NEP GP’s NEP OpCo common units for cash; and


•	whether to consent to any merger, consolidation or conversion of NEP or NEP OpCo or to an amendment to NEP's partnership agreement or the NEP OpCo partnership agreement.

These decisions may be made by the owner of NEP GP.

Even if holders of NEP's common units are dissatisfied, they cannot initially remove NEP GP without NEE’s consent.

Unitholders are unable to remove NEP's general partner or NEP OpCo’s general partner without NEE’s consent because NEE Equity, through its ownership of special voting units, holds sufficient voting power to be able to prevent its removal. The vote of the holders of at least 66 2⁄3% of all outstanding common units and the special voting units voting together as a single class is required to remove NEP's general partner. Currently, the special voting units held by NEE Equity represent the combined voting power of NEP's common units and special voting units. Also, if NEP's general partner is removed without cause during the purchase price adjustment period and common units (including the special voting units) held by NEE and its affiliates are not voted in favor of that removal, the purchase price adjustment period will be terminated. A removal of NEP's general partner under these circumstances may adversely affect NEP's common units by prematurely eliminating the purchase price adjustment obligation of NEE Equity, which would otherwise have continued until NEP OpCo had met certain distribution and performance tests. Cause is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding NEP's general partner liable to NEP or any of its limited partners for acting in bad faith or engaging in fraud or willful misconduct in its capacity as NEP's general partner. Generally, cause does not include charges of poor management of the business, so the removal of NEP's general partner because of unitholder dissatisfaction with the performance of NEP's general partner in managing NEP's partnership will most likely result in the termination of the purchase price adjustment period.

Table of Contents

NEP GP's interest in NEP and the control of NEP GP may be transferred to a third party without unitholder consent.

NEP's partnership agreement does not restrict the ability of NEE to transfer all or a portion of its general partnership interest or its ownership interest in NEP GP to a third party. NEP GP, or NEP GP's new owner, would then be in a position to replace NEP GP's board of directors and officers with its own designees and thereby exert significant control over the decisions made by the board of directors and officers of NEP GP.

The IDR fee may be transferred to a third party without unitholder consent.

Under the MSA, NEE, through NEE Management, may transfer the IDR fee to an unaffiliated third party, or may sell a portion of the affiliate that has the right to receive the IDR fee to an unaffiliated third party, at any time. If NEE transfers the right to receive the IDR fee to a third party but retains its interest in NEP GP, NEE may not have the same incentive to take the steps necessary to grow NEP's business and oversee NEP's operations so as to increase quarterly distributions to unitholders over time as it would if it had retained ownership of the IDR fee. For example, a transfer of the IDR fee by NEE could reduce the likelihood of NEE selling or contributing additional projects to NEP, which in turn would impact NEP's ability to grow NEP's project base.

NEP may issue additional units without unitholder approval, which would dilute unitholder interests.

NEP's partnership agreement does not limit the number of additional limited partnership interests, including limited partnership interests that rank senior to the common units, which NEP may issue at any time without the approval of its unitholders. The issuance by NEP of additional common units or other equity securities of equal or senior rank will have the following effects:


•	NEP's existing unitholders’ proportionate ownership interest in NEP will decrease;


•	the amount of cash distributions per common unit may decrease;


•	because the IDR fee is based on a percentage of total available cash, the IDR fee will increase even if the per unit distribution on common units remains the same;


•	the relative voting strength of each previously outstanding unit may be diminished; and


•	the market price of the common units may decline.

Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions to or from NEP OpCo and from NEP to NEP's unitholders, and the amount and timing of such reimbursements and fees will be determined by NEP GP and there are no limits on the amount that NEP OpCo may be required to pay.

Under the NEP OpCo partnership agreement, prior to making any distributions on its common units, NEP OpCo will reimburse NEP GP and its affiliates, including NEE, for out-of-pocket expenses they incur and payments they make on NEP's behalf and for certain payments made under credit support arrangements provided by NEER on behalf of NEP's subsidiaries. NEP OpCo will also pay certain fees and reimbursements under the MSA and the CSCS agreement prior to making any distributions on its common units. The reimbursement of expenses and certain payments made under credit support arrangements and payment of fees, if any, to NEP GP and its affiliates will reduce the amount of available cash NEP OpCo has to pay cash distributions to NEP and the amount that NEP has available to pay distributions to NEP's unitholders. Under the NEP OpCo partnership agreement, there is no limit on the fees and expense reimbursements NEP OpCo may be required to pay.

Discretion in establishing cash reserves by NEE Operating GP may reduce the amount of cash distributions to unitholders.

NEP OpCo’s partnership agreement requires its general partner, NEE Operating GP, to deduct from operating surplus cash reserves that it determines are necessary to fund NEP OpCo’s future operating expenditures. In addition, NEP OpCo's partnership agreement permits its general partner to reduce available cash by establishing cash reserves for the proper conduct of NEP OpCo’s business, to comply with applicable law or agreements to which NEP OpCo is a party or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash distributed by NEP OpCo, which ultimately will affect the amount of cash distributions to NEP's unitholders.

While NEP's partnership agreement requires NEP to distribute its available cash, NEP's partnership agreement, including provisions requiring NEP to make cash distributions, may be amended.

While NEP's partnership agreement requires NEP to distribute its available cash (as defined therein), the partnership agreement, including provisions requiring NEP to make cash distributions contained therein, may be amended. NEP's partnership agreement generally may not be amended during the purchase price adjustment period without the approval of a majority of the common units held by its public unitholders. However, NEP's partnership agreement can be amended with the consent of NEP GP and the approval of a majority of the outstanding common units (including the Special Voting Units) after the purchase price adjustment period has ended.

Table of Contents

NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.

NEP OpCo’s partnership agreement allows it to make working capital borrowings to pay distributions to its unitholders. Accordingly, if NEP OpCo has available borrowing capacity, it can make distributions on its common units even though cash generated by its operations may not be sufficient to pay such distributions. Any working capital borrowings by NEP OpCo to make distributions will reduce the amount of working capital borrowings it can make for NEP OpCo’s operations.

Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.

Interest rates on future credit facilities and debt offerings could be higher than current levels, causing NEP's financing costs to increase accordingly. As with other yield-oriented securities, NEP's unit price is impacted by the level of NEP's cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in NEP's units, and a rising interest rate environment could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.

The price of NEP's common units may fluctuate significantly and unitholders could lose all or part of their investment and a market that will provide unitholders with adequate liquidity may not develop.

The common units are traded on the NYSE, but NEP does not know how liquid that market might be. The lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the common units and limit the number of investors who are able to buy the common units. The market price of NEP's common units may also be influenced by many factors, some of which are beyond NEP's control, including:


•	NEP's quarterly distributions;


•	NEP's quarterly or annual earnings or those of other companies in NEP's industry;


•	announcements by NEP or NEP's competitors of significant contracts or acquisitions;


•	changes in accounting standards, policies, guidance, interpretations or principles;


•	general economic conditions;


•	the failure of securities analysts to cover NEP's common units or changes in financial estimates by analysts; and


•	future sales of NEP's common units; and


•	the other factors described in these Risk Factors.

The liability of holders of NEP's common units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. NEP's partnership is organized under Delaware law and NEP conducts business in a number of other states and in Canada. The limitations on the liability of holders of limited partnership interests for the obligations of a limited partnership have not been clearly established in some of the other states in which NEP does business. A unitholder could be liable for any and all of NEP's obligations as if the unitholder were a general partner if a court or government agency were to determine that:


•	NEP were conducting business in a state or province but had not complied with that particular state or province’s partnership statute; or


•	the unitholder’s right to act with other unitholders to remove or replace NEP GP, to approve some amendments to NEP's partnership agreement or to take other actions under NEP's partnership agreement constitute “control” of NEP's business.

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Delaware law, NEP may not make a distribution to unitholders if the distribution would cause NEP's liabilities to exceed the fair value of its assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distributed amount. Transferees of common units are liable both for the obligations of the transferor to make contributions to the partnership that were known to the transferee at the time of transfer and for those obligations that were unknown if the liabilities could have been determined from the partnership agreement. Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted.

Table of Contents

Except in limited circumstances, NEP GP has the power and authority to conduct NEP's business without unitholder approval.

Under NEP's partnership agreement, NEP GP has full power and authority to do all things, other than those matters that require unitholder approval or with respect to which NEP GP has sought conflicts committee approval, on such terms as it determines to be necessary or appropriate to conduct NEP's business. In addition, since NEP owns all of the equity interests of NEE Operating GP, determinations made by NEE Operating GP under NEP OpCo’s partnership agreement will ultimately be made at the direction of NEP GP. Decisions that may be made by NEP GP in accordance with NEP's or NEP OpCo’s partnership agreements include:


•	making any expenditures, lending or borrowing money, assuming, guaranteeing or contracting for indebtedness and other liabilities, issuing evidences of indebtedness, including indebtedness that is convertible into NEP's securities, and incurring any other obligations;


•	purchasing, selling, acquiring or disposing of NEP's securities, or issuing additional options, rights, warrants and appreciation rights relating to NEP's securities;


•	acquiring, disposing, mortgaging, pledging, encumbering, hypothecating or exchanging any or all of NEP's assets;


•	negotiating, executing and performing any contracts, conveyances or other instruments;


•	making cash distributions;


•	selecting and dismissing employees and agents, outside attorneys, accountants, consultants and contractors and determining their compensation and other terms of employment or hiring;


•	maintaining insurance for NEP's or NEP OpCo's benefit and the benefit of NEP's respective partners;


•	forming, acquiring an interest in, contributing property to and making loans to any limited or general partnership, joint venture, corporation, limited liability company or other entity;


•	controlling any matters affecting NEP's rights and obligations, including the bringing and defending of actions at law or in equity, otherwise engaging in the conduct of litigation, arbitration or mediation, incurring legal expenses and settling claims and litigation;


•	indemnifying any person against liabilities and contingencies to the extent permitted by law;


•	making tax, regulatory and other filings or rendering periodic or other reports to governmental or other agencies having jurisdiction over NEP's business or assets; and


•	entering into agreements with any of its affiliates to render services to NEP or to itself in the discharge of its duties as NEP GP.

NEP's partnership agreement provides that NEP GP must act in good faith when making decisions on NEP's behalf, and NEP's partnership agreement further provides that in order for a determination to be made in good faith, NEP GP must subjectively believe that the determination is in the best interests of NEP.

Contracts between NEP, on the one hand, and NEP GP and its affiliates, on the other hand, will not be the result of arm’s-length negotiations.

NEP's partnership agreement allows NEP GP to determine, in good faith, any amounts to pay itself or its affiliates for any services rendered to NEP. NEP GP may also enter into additional contractual arrangements with any of its affiliates on NEP's behalf. NEP GP will determine in good faith the terms of any arrangement or transaction entered into after the completion of the IPO. Similarly, agreements, contracts or arrangements between NEP and NEP GP and its affiliates that are entered into from time to time will not be required to be negotiated on an arm’s-length basis, although, in some circumstances, NEP GP may determine that the conflicts committee may make a determination on NEP's behalf with respect to such arrangements.

NEP GP and its affiliates will have no obligation to permit NEP to use any assets or services of NEP GP and its affiliates, except as may be provided in contracts entered into specifically for such use. There is no obligation of NEP GP and its affiliates to enter into any contracts of this kind.

Unitholders have no right to enforce the obligations of NEP GP and its affiliates under agreements with NEP.

Any agreements between NEP, on the one hand, and NEP GP and its affiliates, on the other hand, will not grant to the unitholders, separate and apart from NEP, the right to enforce the obligations of NEP GP and its affiliates in NEP's favor.

NEP GP decides whether to retain separate counsel, accountants or others to perform services for NEP.

The attorneys, independent accountants and others who perform services for NEP will be retained by NEP GP. Attorneys, independent accountants and others who perform services for NEP will be selected by NEP GP or NEP's conflicts committee and may perform services for NEP GP and its affiliates. NEP may retain separate counsel for itself or the holders of common units in the event of a conflict of interest between NEP GP and its affiliates, on the one hand, and NEP or the holders of common units, on the other, depending on the nature of the conflict. NEP does not intend to do so in most cases.

Table of Contents

The NYSE does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.

NEP's common units are listed on the NYSE. Because NEP is a publicly traded limited partnership, the NYSE does not require NEP to have, and it does not intend to have, a majority of independent directors on NEP GP's board of directors or to establish a compensation committee or a nominating and corporate governance committee. Accordingly, unitholders do not have the same protections afforded to certain corporations that are subject to all of the NYSE corporate governance requirements.

Taxation Risks

NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.

Even though NEP is organized as a limited partnership under state law, it will be treated as a corporation for U.S. federal income tax purposes and thus will be subject to U.S. federal income tax at regular corporate rates on NEP's net taxable income. NEP expects to generate NOLs and NOL carryforwards that it can use to offset future taxable income. As a result, NEP does not expect to pay meaningful U.S. federal income tax for approximately 15 years. This estimate is based upon assumptions NEP has made regarding, among other things, NEP OpCo's income, capital expenditures, cash flows, net working capital and cash distributions. Further, the IRS or other tax authorities could challenge one or more tax positions NEP or NEP OpCo takes, such as the classification of assets under the income tax depreciation rules, the characterization of expenses (including NEP's share of the IDR fee) for income tax purposes, the extent to which sales, use or goods and services tax applies to operations in a particular state or the availability of property tax exemptions with respect to NEP's projects. Further, any change in law may affect NEP's tax position. While NEP expects that its NOLs and NOL carryforwards will be available to NEP as a future benefit, in the event that they are not generated as expected, are successfully challenged by the IRS (in a tax audit or otherwise) or are subject to future limitations as described below, NEP's ability to realize these benefits may be limited.

NEP's federal, state or Canadian tax positions may be challenged by the relevant tax authority. The process and costs, including potential penalties for nonpayment of disputed amounts, of appealing such challenges, administratively or judicially, regardless of the merits, could be material. A reduction in NEP's expected NOLs, a limitation on NEP's ability to use such losses, or other tax attributes, such as tax credits, and future tax audits or a challenge by tax authorities to NEP's tax positions may result in a material increase in NEP's estimated future income taxes or other tax liabilities, which would negatively impact the amount of after-tax cash distributions to NEP's unitholders and its financial condition.

NEP's ability to use NOLs to offset future income may be limited.

NEP's ability to use any NOLs generated by NEP could be substantially limited if NEP were to experience an “ownership change” as defined under Section 382 of the Code. In general, an “ownership change” would occur if NEP's “5-percent shareholders,” as defined under Section 382 of the Code, including certain groups of persons treated as “5-percent shareholders,” collectively increased their ownership in NEP by more than 50 percentage points over a rolling three-year period. An ownership change can occur as a result of a public offering of NEP's common units, as well as through secondary market purchases of NEP's common units and certain types of reorganization transactions. A corporation (including any entity, such as NEP, that is treated as a corporation for U.S. federal income tax purposes) that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership change NOLs (and certain other losses and/or credits) equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate for the month in which the ownership change occurs. Such a limitation could, for any given year, have the effect of increasing the amount of NEP's U.S. federal income tax liability, which would negatively impact the amount of after-tax cash distributions to NEP's unitholders and NEP's financial condition.

NEP will not have complete control over NEP's tax decisions.

NEP may be included in the combined or unitary tax returns of NEE or one or more of its subsidiaries for U.S. state or local income tax purposes. NEP will be party to a tax sharing arrangement which will determine the share of taxes that NEP will pay to, or receive from, NEE. In addition, by virtue of NEP's inclusion in NEE’s combined or unitary income tax returns if NEP elects to do so, NEE will effectively control all of NEP's state and local tax decisions in connection with any combined or unitary income tax returns in which NEP is included. NEE will have sole authority to respond to and conduct all tax proceedings (including tax audits) related to NEP, to file all state and local income tax returns on NEP's behalf, and to determine the amount of NEP's liability to, or entitlement to payment from, NEE in connection with any combined or unitary income tax returns in which NEP is included. This may result in conflicts of interest between NEE and NEP. For example, NEE will be able to choose to contest, compromise, or settle any adjustment or deficiency proposed by the relevant taxing authority in a manner that may be beneficial to NEE and detrimental to NEP.

A valuation allowance may be required for NEP's deferred tax assets.

NEP's expected NOLs will be reflected as a deferred tax asset as they are generated until used to offset income. Additional valuation allowances may be needed for deferred tax assets that NEP estimates are more likely than not to be unusable, based on available evidence at the time the estimate is made. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory tax rates and future taxable income levels and based on input from NEP's tax advisors or regulatory authorities. In

Table of Contents

the event that NEP were to determine that it would not be able to realize all or a portion of NEP's net deferred tax assets in the future, NEP would reduce such amounts through a charge to income tax expense in the period in which that determination was made, which could have a material adverse impact on NEP's financial condition and results of operations and NEP's ability to maintain profitability.

Distributions to unitholders may be taxable as dividends.

Even though NEP is organized as a limited partnership under state law, NEP will be treated as a corporation for U.S. federal income tax purposes. Accordingly, if NEP makes distributions from current or accumulated earnings and profits as computed for U.S. federal income tax purposes, such distributions will generally be taxable to unitholders as ordinary dividend income for U.S. federal income tax purposes. Distributions paid to non-corporate U.S. unitholders will be subject to U.S. federal income tax at preferential rates, provided that certain holding period and other requirements are satisfied. However, it is difficult to predict whether NEP will generate earnings and profits as computed for U.S. federal income tax purposes in any given tax year, and although NEP expects that a portion of its distributions to unitholders may exceed its current and accumulated earnings and profits as computed for U.S. federal income tax purposes and therefore constitute a non-taxable return of capital distribution to the extent of a stockholder’s basis in its units, this may not occur. In addition, although return-of-capital distributions are generally non-taxable to the extent of a unitholder’s basis in its units, such distributions will reduce the unitholder’s adjusted tax basis in its units, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by the unitholder on a future disposition of NEP's common units, and to the extent any return-of-capital distribution exceeds a unitholder’s basis, such distributions will be treated as gain on the sale or exchange of the units.

Table of Contents

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

NEP and its subsidiaries maintain properties which are adequate for their operations; the principal properties are described below.

Generating Facilities

At December 31, 2014, NEP had the following generating facilities:



Facilities	Location	No. of Units	Fuel	Net Capability (MW)
Genesis	Riverside County, CA	2	Solar	250
Northern Colorado	Logan County, CO	81	Wind	174
Summerhaven	Haldimand County, Ontario, Canada	56	Wind	124
Tuscola Bay	Tuscola, Bay & Saginaw Counties, MI	75	Wind	120
Perrin Ranch	Coconino County, AZ	62	Wind	99
Elk City	Roger Mills & Beckham Counties, OK	43	Wind	99
Bluewater	Huron County, Ontario, Canada	37	Wind	60
Conestogo	Wellington County, Ontario, Canada	10	Wind	23
Moore	Lambton County, Ontario, Canada	1	Solar	20
Sombra	Lambton County, Ontario, Canada	1	Solar	20
TOTAL				989

Character of Ownership

All of the generating facilities are owned by NEP subsidiaries and are subject to a 79.9% noncontrolling interest. The generating facilities are encumbered by liens securing various financings. Additionally, some of the generating facilities occupy or use real property that is not owned primarily through various leases, easements, rights-of-way, permits or licenses from private landowners or governmental entities.

Item 3. Legal Proceedings

None

Item 4. Mine Safety Disclosures

Not applicable

PART II

Item 5. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

Common Unit Data. NEP's common units are traded on the NYSE under the symbol NEP. The IPO price of NEP’s common units was $25.00 per unit. The high and low sales prices for NEP’s common units as reported in the consolidated transaction reporting system of the NYSE and the cash distributions per unit declared from June 27, 2014, the first day of trading of the common units, through December 31, 2014 are as follows:



	2014
Quarter	High		Low		Cash Distributions
First	n/a		n/a		n/a
Second	$	33.90	$	31.32	$	—
Third	$	37.99	$	31.90	$	—
Fourth	$	38.81	$	28.95	$	0.1875

Table of Contents

NEP's partnership agreement requires it to distribute available cash quarterly. Generally, available cash is all cash on hand at the date of determination in respect of such quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by NEP GP. NEP currently expects that cash reserves would be established solely to provide for the payment of income taxes by NEP, if any. Cash flow is generated from distributions NEP receives from NEP OpCo each quarter and, during the purchase price adjustment period, from NEE Equity, which payments will be funded solely by any distributions NEE Equity receives from NEP OpCo with respect to such quarter. Although, as described above, NEP currently expects that cash reserves would be established by NEP GP solely to provide for the payment of any of NEP's income taxes, NEP expects NEP OpCo to establish cash reserves prior to making distributions to NEP to pay costs and expenses of NEP's subsidiaries, in addition to NEP's expenses, as well as any debt service requirements and future capital expenditures. During the purchase price adjustment period, should NEP OpCo not make a quarterly distribution in an amount at least equal to the minimum quarterly distribution of $0.1875 per common unit, the purchase price paid by NEP for NEP OpCo's common units under the purchase agreement will be reduced by the difference for such quarter and NEE Equity will pay NEP a purchase price adjustment equal to such shortfall, provided that NEE Equity will not be required to pay a purchase price adjustment in any quarter in excess of the distribution actually received by NEP OpCo.

NEP OpCo will distribute all of its available cash (as defined in NEP OpCo's partnership agreement) to its unitholders, including NEP, each quarter. The majority of such available cash will be derived from the operations of the projects. The cash available for distribution is likely to fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, maintenance and outage schedules and other factors.

As of the close of business on January 31, 2015, there were four holders of record of NEP's common units.

Incentive Distribution Rights Fee. Under the MSA, all IDRs are held by NEP’s general partner. IDRs represent the right to receive a fee based on an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved, subject to an aggregate shortfall amount during the purchase price adjustment period. The right to receive the IDR fee is currently held by NEP’s general partner, but may be assigned, subject to restrictions in the MSA. The following discussion assumes that NEP’s general partner continues to own both its general partner interest and the IDRs.

If for any quarter:


•	NEP has distributed available cash from operating surplus to its unitholders in an amount equal to the minimum quarterly distribution; and


•	during the purchase price adjustment period, NEP has distributed available cash from operating surplus to its unitholders in an amount necessary to eliminate any aggregate shortfall;

then NEP will use any remaining available cash from operating surplus for that quarter in the following manner:



		Percentage Interest in Distributions
	Total Quarterly Distribution per Unit Target Amount	Unitholders	General Partner
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Distribution	Above $0.1875 up to $0.215625	100%	—%
Second Target Distribution	Above $0.215625 up to $0.234375	85%	15%
Third Target Distribution	Above $0.234375 up to $0.281250	75%	25%
Thereafter	Above $0.281250	50%	50%

When these incentive distributions are made to the general partner, more available cash proportionally is allocated to the general partner than to unitholders.

Table of Contents

Item 6. Selected Financial Data

For all periods prior to the completion of NEP’s IPO on July 1, 2014, the selected financial data below represents that of the accounting predecessor, or the combination of the acquired projects. For all periods subsequent to the completion of NEP’s IPO, the selected financial data represents the consolidated financial results of NEP.



	Years Ended December 31,
	2014		2013		2012
SELECTED DATA OF NEP (millions, except per share and GWh amounts):
Operating revenues	$	301	$	142	$	93
Net income	$	53	$	15	$	16
Net income attributable to NEP subsequent to IPO	$	3	$	—	$	—
Earnings per common unit attributable to NEP - basic and assuming dilution	$	0.16	$	—	$	—
Distributions paid per common unit	$	0.1875	$	—	$	—
Total assets	$	2,727	$	2,633	$	2,320
Long-term debt, excluding current maturities	$	1,758	$	1,429	$	1,381
GWh generated	2,552		1,701		1,157

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Consolidated Financial Statements contained herein. In the opinion of NEP management, all adjustments considered necessary for fair financial statement presentation have been made. The results of operations for the accounting predecessor are not indicative of the actual level of expense that would have been incurred had NEP operated as a publicly-traded company during the period prior to the completion of the IPO.

Following NEP’s IPO, NEP has consolidated the results of NEP OpCo and its subsidiaries through its controlling interest in the general partner of NEP OpCo. NEP owns a 20.1% limited partnership interest in NEP OpCo and NEE Equity owns a noncontrolling 79.9% limited partnership interest in NEP OpCo. NEP's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interest.

The discussion and analysis below has been organized as follows:


•	overview, including a description of NEP's business and significant factors that are important to understanding the results of operations and financial condition;


•	results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of operations;


•	liquidity and capital resources, addressing NEP's liquidity position, financing arrangements, contractual obligations, capital expenditures, cash distributions to unitholders and cash flows;


•	critical accounting policies and estimates, which are most important to both the portrayal of NEP's financial condition and results of operations, and which require management’s most difficult, subjective or complex judgments; and


•	quantitative and qualitative disclosures about market risk.

Overview

Company Description

Table of Contents

and technological diversity, cost-efficient business model and relationship with NEE provide NEP with a significant competitive advantage and enable NEP to execute its business strategy.

The following table sets forth the projects in NEP's portfolio as of December 31, 2014 and their respective commercial operation date, nameplate capacity, energy sale counterparty, contract expiration and the name and maturity date of project financing agreements:

Project

Commercial

Operation Date

Resource

Counterparty

Contract

Expiration

Project Financing

(Maturity)

Northern Colorado

September 2009

Wind

174

Public Service Company of Colorado

2029 (22 MW) /
2034 (152 MW)

Mountain Prairie (2030)

Elk City

December 2009

Wind

Public Service Company of Oklahoma

2030

Mountain Prairie (2030)

Perrin Ranch

January 2012

Wind

Arizona Public Service Company

2037

Canyon Wind (2030)

Moore

February 2012

Solar

IESO

2032

St. Clair (2031)

Sombra

February 2012

Solar

IESO

2032

St. Clair (2031)

Conestogo

December 2012

Wind

IESO

2032

Trillium (2033)

Tuscola Bay

December 2012

Wind

120

DTE Electric Company

2032

Canyon Wind (2030)

Summerhaven

August 2013

Wind

124

IESO

2033

Trillium (2033)

Genesis

November 2013 (125 MW)/

March 2014 (125 MW)

Solar

250

Pacific Gas & Electric Co.

2039

Genesis (2038)

Bluewater

July 2014

Wind

IESO

2034

Bluewater (2032)

Total

989

On January 9, 2015, a subsidiary of NEP completed the acquisition of 100% of the membership interests of Palo Duro Wind Project Holdings, LLC, which indirectly owns the Palo Duro wind facility, an approximately 250 MW wind generating facility located in Texas. In October 2014, a subsidiary of NEP entered into an agreement to acquire 100% of the membership interests of Shafter Solar, LLC, which owns the development rights and facilities under construction of Shafter, that is expected to close in the first quarter of 2015. See Note 1.

Significant Factors Affecting Results of Operations and Financial Condition

Significant factors that could affect NEP's results of operations and financial condition are:


•	wind and solar resource levels, weather conditions and the operational performance of NEP's portfolio;


•	financings; and


•	O&M expenses.

Wind and solar resource levels, weather conditions and the performance of NEP's portfolio represent significant factors that could affect its operating results because these variables impact energy sales. Energy produced from NEP's portfolio depends primarily on wind and solar resource levels, weather conditions at each project and the related impact of each on the performance of the projects.

NEP's wind analysis evaluates wind speed and prevailing direction, atmospheric conditions, wake and seasonal variations for each project. NEP's solar analysis evaluates solar irradiance levels and prevailing direction, atmospheric conditions and seasonal variations for each project.

Financings

NEP intends to use a portion of its cash flows for interest and principal payments on borrowings under various financing arrangements. Interest expense reflects periodic interest on project-level debt of the initial portfolio and interest on borrowings, if any, under the revolving credit facility. Changes in interest rates could impact the amount of interest due under these financings, to the extent the interest expense is not hedged under a swap agreement.

Table of Contents

Principal payments under existing project financings are due on a semi-annual basis. The following table shows certain characteristics of NEP's various project financings:



Project Financing	Principal Payments	Maturity	Principal Amount Outstanding as of December 31, 2014		Principal Payments for Year Ending December 31, 2015		Principal Payable Thereafter ^(a)
			(millions)
Mountain Prairie	June and December	2030	$	282	$	9	$	273
St. Clair	February and August	2031	135		7		128
Canyon Wind	March and September	2030	211		12		199
Trillium	February and August	2033	267		7		260
Genesis ^(b)	February and August	2038	515		37		478
Genesis	March and September	2038	280		—		280
Bluewater	June and December	2032	146		6		140
Total			$	1,836	$	78	$	1,758

____________________


(a)	The amortization of project financings is principally related to the length of the applicable PPA.


(b)	Approximately $113 million of the Genesis balance relates to a bank loan with a stated maturity date of 2019. See Note 7.

Expenses

O&M expenses are expected to increase by approximately $4 million on an annualized basis relative to the comparable predecessor annual period as a result of becoming a publicly-traded limited partnership. This increase will be due, in part, to increased third-party accounting services, filing reports with the SEC, independent auditor fees, investor relations activities, directors’ fees, compensation and expenses, directors’ and officers’ insurance, stock exchange listing fees, registrar and transfer agent fees and other expenses. NEP OpCo will reimburse NEP for such expenses. During the year ended December 31, 2014, NEP's financial statements reflect the impact of these increased expenses, which affect, and will continue to affect, the comparability of NEP's accounting predecessor’s historical financial statements for periods prior to the completion of the IPO.

O&M expenses, including the impact of the acquisitions of Palo Duro and Shafter discussed above, are expected to increase by approximately $6 million on an annualized basis relative to the comparable predecessor annual period as a result of the annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which will be paid in quarterly installments of $1 million with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP's financial statements for the year ended December 31, 2014 reflect, and for subsequent periods will reflect, the impact of this increased expense, which affects the comparability of its accounting predecessor’s historical financial statements for periods prior to the completion of the IPO.

O&M expenses related to the initial portfolio are expected to remain relatively stable from year to year. However, O&M expenses are likely to be higher for the year ending December 31, 2015, as compared to historical periods due to the timing of commencement of commercial operations at a number of the projects in the portfolio, which will affect the comparability of NEP's accounting predecessor’s historical financial statements for periods prior to the completion of the IPO. NEP's O&M expenses are likely to increase as it acquires new projects.

Table of Contents

Results of Operations



	Years Ended December 31,
	2014			2013			2012
	(millions)
STATEMENT OF OPERATIONS DATA:
OPERATING REVENUES	$	301		$	142		$	93
OPERATING EXPENSES
Operations and maintenance	56			30			17
Depreciation and amortization	76			39			24
Transmission	2			2			2
Taxes other than income taxes and other	5			5			1
Total operating expenses	139			76			44
OPERATING INCOME	162			66			49
OTHER INCOME (DEDUCTIONS)
Interest expense	(93		)	(42		)	(43		)
Gain on settlement of contingent consideration of project acquisition	—			5			—
Other—net	—			—			1
Total other deductions—net	(93		)	(37		)	(42		)
INCOME BEFORE INCOME TAXES	69			29			7
INCOME TAX EXPENSE (BENEFIT)	16			14			(9		)
NET INCOME	$	53		$	15		$	16

2014 Compared to 2013

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under NEP's PPAs. Operating revenues increased $159 million during the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to the commencement of commercial operations at Summerhaven in August 2013, Genesis Unit 1 in November 2013, Genesis Unit 2 in March 2014 and Bluewater in July 2014.



	Years Ended December 31,
	2014		2013
	(dollars in millions)
Operating revenues	$	301	$	142
Generation	2,552 GWh		1,701 GWh

Operating Expenses

Operations and Maintenance

O&M expenses include interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, property taxes, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under ASAs and O&M agreements. O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the initial portfolio to maintain, over the long-term, operating income or operating capacity. O&M expenses increased $26 million for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to the commencement of commercial operations at Summerhaven in August 2013, Genesis Unit 1 in November 2013, Genesis Unit 2 in March 2014 and Bluewater in July 2014.

Depreciation and Amortization

Table of Contents

Depreciation and amortization expense increased approximately $37 million during the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to the commencement of commercial operations at Summerhaven in August 2013, Genesis Unit 1 in November 2013, Genesis Unit 2 in March 2014 and Bluewater in July 2014.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest under project financings, partially offset by interest capitalization on qualified expenditures. Interest expense increased approximately $51 million during the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to approximately $15 million of incremental borrowings under the Genesis bank loan and an additional financing of $280 million for Genesis in June 2014, as well as lower capitalized interest associated with the completion of construction of Genesis Unit 1 in November 2013 and Genesis Unit 2 in March 2014, a CAD $315 million financing (Trillium) for Conestogo and Summerhaven in December 2013, and a CAD $170 million financing for Bluewater in June 2014.

Gain on Settlement of Contingent Consideration of Project Acquisition

Gain on settlement of contingent consideration of project acquisition for the year ended December 31, 2013 of approximately $5 million resulted primarily from a change in estimated contingent consideration related to the acquisition of the Moore and Sombra projects. There was no similar adjustment during the year ended December 31, 2014.

Income Taxes

For periods ended prior to July 1, 2014, income taxes are calculated on the predecessor method using the separate return method for each of the project entities structured as limited liability companies or corporations. Income taxes are not included for entities that are structured as flow through entities (partnerships).

Effective July 1, 2014, NEP recognized the effects of the IPO and for periods ended after July 1, 2014, reflected income taxes on the successor method where taxes are calculated for NEP as a single taxpaying corporation for U.S federal and state income tax purposes. Because NEP OpCo is a limited partnership electing to be taxed as a partnership, NEP only recognizes in income its 20.1% proportionate share of U.S. income taxes related to both the U.S. and Canadian projects, allocated by NEP OpCo. The Canadian subsidiaries are all Canadian taxpayers, and therefore, NEP recognizes in income all of the Canadian taxes.

For periods ended after July 1, 2014, income tax expense includes 20.1% of U.S. taxes and 100% of Canadian taxes. Net income or loss attributable to noncontrolling interest includes no U.S. taxes and 79.9% of Canadian taxes. Net income attributable to NEP includes 20.1% of U.S. and Canadian taxes.



	Tax Allocation
Statement of Operations	U.S.		Canadian
Net income attributable to noncontrolling interest	0.0%		79.9%
Net income attributable to NEP subsequent to IPO	20.1%		20.1%
Total income taxes allocated to NEP	20.1%	^(a)	100.0%

____________________


(a)	NEP only recognizes its share of U.S. income taxes in its consolidated financial statements. U.S. income taxes related to non-controlling interest are not reflected in NEP’s consolidated financial statements.

For the year ended December 31, 2014, NEP recorded income tax expense of $16 million , resulting in an effective tax rate of approximately 23%. The tax expense is comprised of income tax of $24 million at the statutory rate of 35% offset by $9 million of taxes attributable to noncontrolling interest.

For the year ended December 31, 2013, NEP recorded income tax expense of $14 million resulting in an effective tax rate of approximately 48%. The tax expense was largely driven by valuation allowances against deferred tax assets, partially offset by CITC benefit, both at Genesis.

Due to the transition from predecessor to successor method of accounting for income taxes, comparing current period results to the same period in the prior year does not provide meaningful information.

Table of Contents

2013 Compared to 2012

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under NEP's PPAs. Operating revenues increased approximately $49 million during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to the commencement of commercial operations at Tuscola Bay and Conestogo in December 2012, Summerhaven in August 2013, and Genesis Unit 1 in November 2013.



	Years Ended December 31,
	2013		2012
	(dollars in millions)
Operating revenues	$	142	$	93
Generation	1,701 GWh		1,157 GWh

Operating Expenses

Operations and Maintenance

O&M expenses include interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, property taxes, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under ASAs and O&M agreements. O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the initial portfolio to maintain, over the long-term, operating income or operating capacity. O&M expenses increased approximately $13 million for the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to the commencement of commercial operations at Tuscola Bay and Conestogo in December 2012, Summerhaven in August 2013, and Genesis Unit 1 in November 2013.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on consistent depreciable asset lives and depreciation methodologies. For all of NEP's U.S. projects, CITCs were elected, which are recorded as a reduction in property, plant and equipment — net on the consolidated balance sheets and are amortized as a reduction to depreciation and amortization expense over the estimated life of the related property. Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, interim asset removal costs and accretion related to asset retirement obligations. Depreciation and amortization expense increased approximately $15 million during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to the commencement of commercial operations at Tuscola Bay and Conestogo in December 2012, Summerhaven in August 2013, Genesis Unit 1 in November 2013 and the acquisition of Moore and Sombra in early 2012 soon after they commenced commercial operations in February 2012.

Taxes Other than Income Taxes and Other

Taxes other than income taxes increased by approximately $4 million during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to an increase in property taxes as a result of the commencement of commercial operations at Tuscola Bay and Conestogo in December 2012, Summerhaven in August 2013, Genesis Unit 1 in November 2013 and the acquisition of Moore and Sombra in early 2012 soon after they commenced commercial operations in February 2012.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest under the project financings, partially offset by interest capitalization on qualified expenditures. Interest expense decreased approximately $1 million during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to higher interest capitalization on qualified expenditures associated with the construction of Genesis.

Gain on Settlement of Contingent Consideration of Project Acquisition

Table of Contents

Income Taxes

For the year ended December 31, 2013, NEP recorded income tax expense of $14 million resulting in an effective tax rate of approximately 48%. The tax expense also reflects valuation allowances against deferred tax assets, partially offset by CITC benefit, both at Genesis.

For the year ended December 31, 2012, NEP recorded an income tax benefit of $9 million resulting in an effective tax rate of approximately (125)%. The tax benefit primarily reflects CITC benefits, partially offset by valuation allowances against deferred tax assets.

Liquidity and Capital Resources

NEP's business uses cash to fund:


•	O&M expenses;


•	debt service payments;


•	distributions to holders of common units;


•	maintenance and expansion capital expenditures and other investments;


•	unforeseen events; and


•	other business expenses.

Prior to the completion of the IPO and for the year ended December 31, 2014, NEP’s operations largely relied on, and for subsequent periods are expected to continue to largely rely on, internally generated cash flow. NEP expects to satisfy its future capital requirements through a combination of cash on hand, cash flow from operations, and borrowings under existing and anticipated future financing arrangements. These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs. However, NEP is subject to business and operational risks that could adversely affect its cash flow. A material decrease in cash flows would likely produce a corresponding adverse effect on NEP's borrowing capacity.

As a normal part of its business and depending on market conditions, NEP expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness. In addition, NEP expects from time to time to consider potential investments in new acquisitions. These events may cause NEP to seek additional debt or equity financing, which may not be available on acceptable terms or at all. Debt financing, if available, could impose operating restrictions, additional cash payment obligations and additional covenants.

NEP OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by its subsidiaries, including NEP OpCo, and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financings, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds. In addition, NEP OpCo will have a claim for any funds that NEER fails to return:


•	when required by its subsidiaries’ financings;


•	when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;


•	when funds are required to be returned to NEP OpCo; or


•	when otherwise demanded by NEP OpCo.

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings.

Table of Contents

Liquidity Position

At December 31, 2014 and December 31, 2013, NEP's liquidity position was approximately $559 million and $75 million, respectively. The table below provides the components of NEP’s liquidity position:



	Years ended December 31,
	2014			2013
	(millions)
Cash and cash equivalents	$	97		$	27
Amounts due under the CSCS agreement	211			12
Revolving credit facility ^(a)	250			—
Letter of credit facility - Genesis	83			83
Less letters of credit	(82		)	(47		)
Total ^(b)	$	559		$	75

____________________


(a)	On January 9, 2015, approximately $58 million was drawn on this credit facility in connection with the Palo Duro acquisition. See Note 7.


(b)	Excludes restricted cash of approximately $25 million and $2 million at December 31, 2014 and December 31, 2013, respectively. The restricted cash at December 31, 2014 includes CITC cash to be paid to NEECH.

Management believes that NEP's liquidity position and cash flows from operations will be adequate to finance O&M, capital expenditures, distributions to its unitholders and liquidity commitments. Management continues to regularly monitor NEP's financing needs consistent with prudent balance sheet management.

Financing Arrangements

Revolving Credit Facility

In connection with the IPO, on July 1, 2014, NEP OpCo and its direct subsidiaries entered into a $250 million revolving credit facility. On January 9, 2015, approximately $58 million was drawn on this credit facility in connection with the Palo Duro acquisition. For a discussion of the terms of the revolving credit facility, see Note 7.

Project Financings

Projects in the portfolio are subject to project financings that contain certain financial covenants and distribution tests, including debt service coverage ratios. In general, these project financings contain representations, warranties and covenants that are customary for these types of financings, including limitations on investments and restricted payments. Generally, NEP's project financings provide for interest payable at a fixed interest rate. However, two of NEP's project financings accrue interest at variable rates based on the London InterBank Offered Rate and one project accrues interest at a variable rate based upon the three-month Canadian Dealer Offered Rate. Several interest rate swaps were entered into for two of these financings to hedge against interest rate movements with respect to interest payments on the loan. Under the project financings, each project will be permitted to pay distributions out of available cash on a semi-annual basis so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project financing’s covenants and the applicable minimum debt service coverage ratio is satisfied. The minimum debt service coverage ratio that must be satisfied under all of NEP's project financings is 1.20:1.00. At December 31, 2014, each of the applicable NEP subsidiaries was in compliance with all covenants under its project financings and its debt service coverage ratios equaled or exceeded 1.20:1.00 in all periods subsequent to obtaining each financing.

Table of Contents

Contractual Obligations

NEP's contractual obligations as of December 31, 2014 were as follows:



	2015		2016		2017		2018		2019		Thereafter		Total
	(millions)
Contractual obligations ^(a)	$	1	$	—	$	—	$	2	$	2	$	4	$	9
Long-term debt, including interest ^(b)	171		173		171		158		156		2,055		2,884
Revolving credit facility fee	1		1		1		1		—		—		4
Asset retirement activities ^(c)	—		—		—		—		—		103		103
MSA and credit support	6		6		6		6		6		95		125
Land lease payments ^(d)	4		4		4		4		4		107		127
Total	$	183	$	184	$	182	$	171	$	168	$	2,364	$	3,252

____________________


(a)	Primarily represents estimated cash payments related to the acquisition of certain development rights.


(b)	Includes principal, interest and interest rate swaps. Variable rate interest was computed using December 31, 2014 rates.


(c)	Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.


(d)	Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements by the projects. Capital expenditures primarily represent the estimated cost of acquisitions or capital improvements, including construction expenditures that are expected to increase, over the long-term, NEP’s operating income or operating capacity. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the years ended December 31, 2014 and 2013, NEP had capital expenditures of approximately $198 million and $809 million, respectively. There are no significant planned capital expenditures for 2015 through 2019, other than those related to planned acquisitions (see Note 1). These estimates are subject to continuing review and adjustment and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

NEP's partnership agreement requires it to distribute available cash quarterly. Generally, available cash is all cash on hand at the date of determination in respect of such quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by NEP GP. NEP currently expects that cash reserves would be established solely to provide for the payment of income taxes by NEP, if any. Cash flow is generated from distributions NEP receives from NEP OpCo each quarter and, during the purchase price adjustment period, from NEE Equity, which payments will be funded solely by any distributions NEE Equity receives from NEP OpCo with respect to such quarter. Although, as described above, NEP currently expects that cash reserves would be established by NEP GP solely to provide for the payment of any of NEP's income taxes, NEP expects NEP OpCo to establish cash reserves prior to making distributions to NEP to pay costs and expenses of NEP's subsidiaries, in addition to NEP's expenses, as well as any debt service requirements and future capital expenditures. During the purchase price adjustment period, should NEP OpCo not make a quarterly distribution in an amount at least equal to the minimum quarterly distribution of $0.1875 per common unit, the purchase price paid for NEP OpCo under the purchase agreement will be reduced by the difference for such quarter and NEE Equity will pay NEP a purchase price adjustment equal to such shortfall, provided that NEE Equity will not be required to pay a purchase price adjustment in any quarter in excess of the distribution actually received by NEP OpCo.

In November 2014, NEP distributed approximately $4 million to its unitholders. In addition, NEP paid approximately $4 million in distributions to its unitholders in February 2015.

Table of Contents

Cash Flows

The following table reflects the changes in cash flows for the comparative periods:



	Years Ended December 31,
	2014			2013			2012
	(millions)
Net cash provided by operating activities	$	172		$	87		$	28
Net cash used in investing activities	$	(292	)	$	(393	)	$	(347	)
Net cash provided by financing activities	$	192		$	313		$	335

Net Cash Provided by Operating Activities

Changes in net cash provided by operating activities for 2014 were driven by higher cash flows from projects that commenced commercial operations in August 2013 through 2014. These projects included Summerhaven, Genesis Unit 1, Genesis Unit 2 and Bluewater. Changes in net cash provided by operating activities in 2013 were driven by higher cash flows from projects that commenced commercial operations in late 2012 through 2013. These projects included Conestogo, Tuscola Bay, Summerhaven and Genesis Unit 1.

Net Cash Used in Investing Activities

Changes in net cash used in investing activities during 2014 were driven by decreased capital expenditures related to construction activities, proceeds received in 2014 for CITCs, cash used in 2014 to acquire membership interest in subsidiary and changes in restricted cash balances related to the CITC proceeds held to be paid to NEECH, primarily for Genesis. Changes in net cash used in investing activities during 2013 were driven by increased capital expenditures related to construction activities, lower investments in acquisitions and lower restricted cash balances related to the timing of construction payments for projects that commenced commercial operations in 2012 through 2013. These projects include Perrin Ranch, Conestogo, Moore, Sombra, Tuscola Bay, Summerhaven and Genesis Unit 1.



	Years Ended December 31,
	2014			2013			2012
	(millions)
Capital expenditures	$	(130	)	$	(647	)	$	(518	)
Proceeds from CITCs	327			—			50
Payments to related parties under cash sweep - net	(174		)	—			—
Acquisition of membership interest in subsidiary	(288		)	—			—
Changes in restricted cash	(27		)	249			314
Acquisition of projects	—			—			(192		)
Other	—			5			(1		)
Net cash used in investing activities	$	(292	)	$	(393	)	$	(347	)

Net Cash Provided by Financing Activities

Changes in net cash provided by financing activities in 2014 were primarily driven by the IPO proceeds and the retirement of long-term debt mainly associated with Genesis' mandatory debt repayment with CITC proceeds. Changes in net cash provided by financing activities in 2013 were driven by member distributions and partially offset by the issuance of long-term debt, which relates to projects that commenced commercial operations in 2012 through 2013. These projects include Perrin Ranch, Conestogo, Tuscola Bay, Summerhaven and Genesis Unit 1.



	Years Ended December 31,
	2014			2013			2012
	(millions)
Partner/Member contributions – net	$	109		$	205		$	150
Proceeds from initial public offering	438			—			—
Issuances (retirements) of long-term debt – net	(354		)	113			170
Other	(1		)	(5		)	15
Net cash provided by financing activities	$	192		$	313		$	335

Table of Contents

Critical Accounting Policies and Estimates

NEP's significant accounting policies are described in Note 2 to the consolidated financial statements, which were prepared under generally accepted accounting principles. Critical accounting policies are those that NEP 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 estimates and assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. The following policies are those considered to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.

Income Taxes

The U.S. Project Entities presented in these financial statements were historically included in the consolidated federal income tax return of NEE. Income taxes as presented herein attribute current and deferred income taxes to the U.S. Project Entities in a manner that is systematic, rational and consistent with the asset and liability method prescribed by Accounting Standards Codification Topic (ASC) 740, “Accounting for Income Taxes.” Accordingly, with regard to periods prior to July 1, 2014, the U.S. Project Entities’ income tax provisions are prepared under the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group member were a separate taxpayer and a stand-alone enterprise. Accordingly, the sum of the amounts allocated to the U.S. Project Entities’ provisions may not equal the income taxes that would have resulted from a consolidated filing of these entities.

The Canadian Project Entities have not been included in the consolidated U.S. tax filing of NEE, as they are excluded from the U.S. federal income tax group. The Moore and Sombra Project Entities, as well as St. Clair Holding and the Bluewater Project Entity, were Canadian corporations that filed separate Canadian income tax returns and taxes have been provided herein on that basis. The Summerhaven and Conestogo Project Entities, as well as the Trillium entities, are Canadian limited partnerships from which virtually all of the tax attributes flow through to the owner, a Canadian corporation, which is not a predecessor entity. None of the income nor any tax attributes of the flow through entities flow through to a U.S. taxpayer and are not reflected in any U.S. tax return. Because of their flow-through nature, no U.S. income taxes have been provided with regard to these entities for periods prior to July 1, 2014.

As of July 1, 2014, the date of the completion of the IPO, NEP is no longer part of NEE's consolidated federal income tax filing group. NEP will file separate income tax returns for U.S. federal and state income tax purposes, where applicable, that will include its share of flow through income from NEP OpCo, and all of the underlying project companies, both U.S. and Canadian.

Taxes for the six months ended December 31, 2014, reflect the tax filing position of NEP as a separate taxpayer and include its share of taxes on the income flowing through from NEP OpCo. Canadian taxes of Canadian projects continue to be reflected in NEP's consolidated financial statements. Taxes for the year ended December 31, 2014 reflect a combination of six months of taxes on the predecessor basis of accounting and six months of taxes on the separate filing basis.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating NEP's ability to recover its deferred tax assets individually by entity and by taxing jurisdiction, NEP considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, NEP begins with historical results and incorporates assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates NEP is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, NEP generally considers three years of cumulative operating income (loss).

ASC 740 provides that a tax benefit from an uncertain tax position will be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition.

NEP recognizes tax liabilities in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from NEP's current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

See Note 3.

Impairment of Long-Lived Assets

NEP evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Table of Contents

An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the long-lived asset exceeds the asset’s fair value. In most instances, the fair value is determined by discounting estimated future cash flows using an appropriate interest rate.

The amount of future net cash flows, the timing of such cash flows and the determination of an appropriate interest rate all involve estimates and judgments about future events. In particular, the aggregate amount of cash flows determines whether an impairment exists, and the timing of the cash flows is critical in determining fair value for the purposes of determining the impairment loss to be recognized. Because each assessment is based on the facts and circumstances associated with each long-lived asset, the effects of changes in assumptions cannot be generalized.

Quantitative and Qualitative Disclosures about Market Risk

NEP is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with its business. The types of market risks include interest rate, counterparty credit and foreign currency risks.

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with current and future issuances of debt. The debt of some of its subsidiaries accrues interest at fixed rates and the debt of some of its other subsidiaries accrues interest at variable rates. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate swap contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate or adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of December 31, 2014, less than 10% of the long-term debt, including current maturities, was exposed to such risk as the remaining balance was either financially hedged or comprised of fixed rate debt. As of December 31, 2014 , the estimated fair value of NEP's debt was approximately $1.9 billion and the carrying value of the debt was $1.8 billion. Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the fair value of NEP's long-term debt would increase by approximately $34 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. NEP monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. NEP also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties. In addition, the projects in NEP's portfolio are fully contracted under long-term contracts that have a capacity-weighted average remaining contract term of approximately 20 years as of December 31, 2014 .

Foreign Currency Risk

Because NEP has Canadian operations, it is exposed to foreign currency exchange gains and losses. Since the functional currency of NEP's Canadian operations is in their local currency, the currency effects of translating the financial statements of those Canadian subsidiaries, which operate in local currency environments, are included in the accumulated other comprehensive income (loss) component of consolidated equity and do not impact earnings. However, gains and losses related to foreign currency transactions not in NEP's subsidiaries’ functional currency do impact earnings and resulted in less than $1 million of losses in 2014.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Quantitative and Qualitative Disclosures About Market Risk.

Table of Contents

Item. 8 Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of NextEra Energy GP, Inc. and Partners of

NextEra Energy Partners, LP:

We have audited the accompanying consolidated balance sheets of NextEra Energy Partners, LP and subsidiaries (NEP) as of December 31, 2014 and 2013, and NEP's related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three years in the period ended December 31, 2014. These financial statements are the responsibility of NEP's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. NEP is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of NEP's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of NextEra Energy Partners, LP and subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, for all periods prior to the initial public offering, the consolidated financial statements represent the combination of the net assets that NEP acquired and were prepared using the historical basis of NextEra Energy, Inc. (NEE) in the assets acquired and liabilities assumed and include certain allocations related to income taxes from NEE. These allocations may not be indicative of the actual level of assets, liabilities, or costs which would have been incurred by NEP if it had operated as a separate entity apart from NEE during the periods prior to the initial public offering.

DELOITTE & TOUCHE LLP

Certified Public Accountants

Boca Raton, Florida

February 20, 2015

Table of Contents

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF INCOME

(millions, except per unit amounts)



	Years Ended December 31,
	2014			2013			2012
OPERATING REVENUES	$	301		$	142		$	93
OPERATING EXPENSES
Operations and maintenance	56			30			17
Depreciation and amortization	76			39			24
Transmission	2			2			2
Taxes other than income taxes and other	5			5			1
Total operating expenses	139			76			44
OPERATING INCOME	162			66			49
OTHER INCOME (DEDUCTIONS)
Interest expense	(93		)	(42		)	(43		)
Gain on settlement of contingent consideration of project acquisition	—			5			—
Other—net	—			—			1
Total other deductions—net	(93		)	(37		)	(42		)
INCOME BEFORE INCOME TAXES	69			29			7
INCOME TAX EXPENSE (BENEFIT)	16			14			(9		)
NET INCOME	53			$	15		$	16
Less net income prior to Initial Public Offering on July 1, 2014	28
NET INCOME SUBSEQUENT TO INITIAL PUBLIC OFFERING	25
Less net income attributable to noncontrolling interest	22
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP SUBSEQUENT TO INITIAL PUBLIC OFFERING	$	3

Weighted average number of common units outstanding - basic and assuming dilution	18.7
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution	$	0.16

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(millions)



	Years Ended December 31,
	2014			2013			2012
NET INCOME	$	53		$	15		$	16
Net unrealized gains (losses) on cash flow hedges:
Effective portion of net unrealized gains (losses) (net of income tax (expense)/benefit of $2, ($3) and $0, respectively)	(24		)	11			(4		)
Reclassification from accumulated other comprehensive income (loss) to net income (net of income tax (expense)/benefit of $0, ($1) and $0, respectively)	4			3			0
Net unrealized gains (losses) on foreign currency translation (net of income tax (expense)/benefit of $1, $0 and $0, respectively)	(14		)	(27		)	2
Total other comprehensive loss, net of tax	(34		)	(13		)	(2		)
COMPREHENSIVE INCOME	19			$	2		$	14
Less comprehensive income prior to Initial Public Offering on July 1, 2014	14
COMPREHENSIVE INCOME SUBSEQUENT TO INITIAL PUBLIC OFFERING	5
Less comprehensive income attributable to noncontrolling interest	5
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP SUBSEQUENT TO INITIAL PUBLIC OFFERING	$	—

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

(millions)



	December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	97		$	27
Accounts receivable	25			203
Due from related parties	212			—
Restricted cash	25			2
Prepaid expenses	3			1
Other current assets	8			7
Total current assets	370			240
Non-current assets:
Property, plant and equipment—net	2,169			1,756
Construction work in progress	1			542
Deferred income taxes	124			29
Other non-current assets	63			66
Total non-current assets	2,357			2,393
TOTAL ASSETS	$	2,727		$	2,633
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	15		$	43
Due to related parties	31			15
Current maturities of long-term debt	78			370
Accrued interest	21			16
Other current liabilities	18			10
Total current liabilities	163			454
Non-current liabilities:
Long-term debt	1,758			1,429
Accumulated deferred income taxes	56			9
Asset retirement obligation	17			15
Other non-current liabilities	22			13
Total non-current liabilities	1,853			1,466
TOTAL LIABILITIES	2,016			1,920
COMMITMENTS AND CONTINGENCIES
EQUITY
Limited partners (common units issued and outstanding - 18.7)	554			—
Additional paid in capital	—			665
Retained earnings	—			63
Accumulated other comprehensive loss	(3		)	(15		)
Noncontrolling interest	160			—
TOTAL EQUITY	711			713
TOTAL LIABILITIES AND EQUITY	$	2,727		$	2,633

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(millions)



	Units	Limited Partners				Additional Paid in Capital and Retained Earnings				Accumulated Other Comprehensive Loss				Noncontrolling Interest				Total Equity
Balances, December 31, 2011	—	$	—			$	280			$	—			$	—			$	280
Net income	—	—				16				—				—				16
Members' contributions	—	—				781				—				—				781
Members' distributions	—	—				(374		)		—				—				(374		)
Other comprehensive loss	—	—				—				(2		)		—				(2		)
Balances, December 31, 2012	—	—				703				(2		)		—				701
Net income	—	—				15				—				—				15
Members' contributions	—	—				509				—				—				509
Members' distributions	—	—				(499		)		—				—				(499		)
Other comprehensive loss	—	—				—				(13		)		—				(13		)
Balances, December 31, 2013	—	—				728				(15		)		—				713
Net income	—	—				28				—				—				28
Members' contributions	—	—				470				—				—				470
Members' distributions	—	—				(717		)		—				—				(717		)
Other comprehensive loss	—	—				—				(14		)		—				(14		)
Balances, June 30, 2014	—	—				509				(29		)		—				480
Transfer of equity prior to the initial public offering to noncontrolling interest	—	—				(480		)		23				457				—
Limited partners/related party contribution and transition	—	116			^(a)	(29		)	^(b)	6			^(c)	(1		)	^(d)	92
Initial public offering, unit issuance	18.7	438				—				—				—				438
Acquisition of membership interest in subsidiary	—	—				—				—				(288		)		(288		)
Net income	—	3				—				—				22				25
Other comprehensive loss	—	—				—				(3		)		(17		)		(20		)
Related party contributions	—	1				—				—				3				4
Related party distributions	—	—				—				—				(16		)		(16		)
Distributions to unitholders	—	(4		)		—				—				—				(4		)
Balances, December 31, 2014	18.7	$	554			$	—			$	(3	)		$	160			$	711

______________________



(a)	Deferred tax asset recognized by NEP at the time of consummation of the IPO.
(b)	Non-cash member contribution upon transition from predecessor accounting method net of non-cash reclassifications of distributions to due from affiliates.
(c)	Balance sheet adjustment related to transitioning from separate return method of accounting for income taxes.
(d)	Related party non-cash contributions, net, upon transition from predecessor accounting method.

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)



	Years Ended December 31,
	2014			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	53		$	15		$	16
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	76			39			24
Intangible amortization	—			(1		)	(1		)
Amortization of deferred financing costs	6			4			2
Deferred income taxes	12			14			(9		)
Other - net	3			(5		)	—
Changes in operating assets and liabilities:
Accounts receivable	(6		)	7			(7		)
Prepaid expenses and other current assets	(1		)	(2		)	(1		)
Other non-current assets	(1		)	—			—
Accounts payable and accrued expenses	6			21			3
Due to related parties	8			—			3
Other current liabilities	14			(8		)	(2		)
Other non-current liabilities	2			3			—
Net cash provided by operating activities	172			87			28
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(130		)	(647		)	(518		)
Proceeds from CITCs	327			—			50
Acquisition of projects	—			—			(192		)
General sales tax reimbursement related to acquired projects	—			—			21
Settlement of lien and performance holdbacks related to acquired projects	—			—			(22		)
Changes in restricted cash	(27		)	249			314
Payments to related parties under cash sweep - net	(174		)	—			—
Acquisition of membership interest in subsidiary	(288		)	—			—
Insurance proceeds	—			5			—
Net cash used in investing activities	(292		)	(393		)	(347		)
CASH FLOWS FROM FINANCING ACTIVITIES
Partners/Members' contributions	361			330			290
Partners/Members' distributions	(252		)	(125		)	(140		)
Issuances of long-term debt	15			135			176
Deferred financing costs	(1		)	(1		)	(2		)
Retirements of long-term debt	(369		)	(22		)	(6		)
Proceeds from initial public offering	438			—			—
Proceeds from related party note	—			—			191
Retirements of related party note	—			—			(174		)
Payment of contingent consideration for project acquisition	—			(4		)	—
Net cash provided by financing activities	192			313			335
Effect of exchange rate changes on cash	(2		)	(1		)	1
NET INCREASE IN CASH AND CASH EQUIVALENTS	70			6			17
CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR	27			21			4
CASH AND CASH EQUIVALENTS—END OF YEAR	$	97		$	27		$	21
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	67		$	39		$	41
Cash paid for income taxes, net	$	1		$	—		$	—
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Members’ noncash contributions for construction costs and other expenditures	$	105		$	178		$	467
Members’ net distributions for CITC payments	$	147		$	65		$	—
Members' noncash contributions for the forgiveness of intercompany note and accrued interest	$	—		$	—		$	24
Members' noncash distribution	$	479		$	309		$	234
New asset retirement obligation additions	$	2		$	5		$	7
Net change in accrued but not paid for capital and other expenditures	$	5		$	77		$	98
Noncash reclassification of distributions to due from related parties	$	38		$	—		$	—
Noncash member contribution upon transition from predecessor method	$	62		$	—		$	—
Contingent consideration recorded for project acquisition	$	—		$	—		$	9

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2014, 2013 and 2012

1. ORGANIZATION AND NATURE OF BUSINESS

NextEra Energy Partners, LP (NEP) was formed as a Delaware limited partnership on March 6, 2014 as an indirect wholly-owned subsidiary of NextEra Energy, Inc. (NEE), a Florida corporation. NEP was formed to be a growth-oriented limited partnership that would acquire, manage and own clean and contracted generation assets with stable long-term cash flows.

On July 1, 2014, NEP completed its initial public offering by issuing 18,687,500 common units at a price to the public of $25 per unit (IPO). The proceeds from the IPO, net of underwriting discounts, commissions and structuring fees, were approximately $438 million , of which NEP used approximately $288 million to purchase 12,291,593 common units of NextEra Energy Operating Partners, LP (NEP OpCo) from NextEra Energy Equity Partners, LP (NEE Equity), a limited partnership formed under the laws of the State of Delaware and an indirect wholly-owned subsidiary of NEE, and approximately $150 million to purchase 6,395,907 NEP OpCo common units from NEP OpCo.

NEP OpCo is a limited partnership with general and limited partners. As a result of the IPO, NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. NEP owns a 20.1% limited partnership interest in NEP OpCo and NEE Equity owns a noncontrolling 79.9% limited partnership interest in NEP OpCo.

In connection with the IPO, NEP acquired the following portfolio of clean, contracted renewable energy assets (initial portfolio):

Project

Commercial

Operation Date

Resource

Counterparty

Contract

Expiration

Project Financing

(Maturity)

Northern Colorado

September 2009

Wind

174

Public Service Company of Colorado

2029 (22 MW) /

2034 (152 MW)

Mountain Prairie (2030)

Elk City

December 2009

Wind

Public Service Company of Oklahoma

2030

Mountain Prairie (2030)

Perrin Ranch

January 2012

Wind

Arizona Public Service Company

2037

Canyon Wind (2030)

Moore

February 2012

Solar

Independent Electricity System Operator (IESO)

2032

St. Clair (2031)

Sombra

February 2012

Solar

IESO

2032

St. Clair (2031)

Conestogo

December 2012

Wind

IESO

2032

Trillium (2033)

Tuscola Bay

December 2012

Wind

120

DTE Electric Company

2032

Canyon Wind (2030)

Summerhaven

August 2013

Wind

124

IESO

2033

Trillium (2033)

Genesis

November 2013 (125 MW)/

March 2014 (125 MW)

Solar

250

Pacific Gas & Electric Co. (PG&E)

2039

Genesis (2038)

Bluewater

July 2014

Wind

IESO

2034

Bluewater (2032)

Total

989

In January 2015, a subsidiary of NEP acquired an approximately 250 megawatt (MW) wind energy generating facility, Palo Duro, located in Hansford and Ochiltree Counties, Texas, for approximately $228 million plus the assumption of approximately $248 million in liabilities related to differential membership interests.

In October 2014, a subsidiary of NEP entered into an agreement to acquire from NextEra Energy Resources, LLC (NEER) 100% of the membership interests of Shafter Solar, LLC, which owns the development rights and facilities under construction of an approximately 20 MW solar generating facility located in Shafter, California for approximately $64 million , subject to customary working capital and other adjustments.

2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Basis of presentation - NEP’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. For all periods prior to the IPO, the accompanying consolidated financial statements represent the combination of the net assets that NEP acquired and were prepared using NEE’s historical basis in the assets acquired and liabilities assumed. For all periods subsequent to the IPO, the accompanying consolidated financial statements represent the consolidated results of NEP. The financial statements prior to the IPO include certain allocations related to income taxes from NEE. Management believes the assumptions and methodology underlying the allocations are reasonable. However, such allocations may not be indicative of the actual level of assets, liabilities and costs that would have been incurred by the predecessor if it had operated as an independent, publicly-traded company during the periods prior to the IPO or of the costs expected to be incurred in the future. The consolidated financial statements include NEP’s accounts and operations and those of its subsidiaries in which NEP has a

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

controlling interest. All intercompany transactions have been eliminated in consolidation. In the opinion of management, any adjustments necessary for a fair presentation of the consolidated financial statements, in accordance with GAAP, have been made. Following the IPO, NEP presents as cash in its consolidated statements of cash flows certain financing transactions with related parties where it does not directly receive the cash.

Use of Significant Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In recording transactions and balances resulting from business operations, NEP uses estimates based on the best information available. Estimates are used for such items as plant depreciable lives, tax provisions and allowances, asset retirement obligations, fair value measurements, purchase price allocations, environmental liabilities and legal costs incurred in connection with recorded loss contingencies, among others. As new information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Revenue Recognition - Revenue is generated primarily from various non-affiliated parties under long-term power purchase agreements, Feed-in-Tariff (FIT) agreements and Renewable Energy Standard Offer Program (RESOP) agreements (collectively, PPAs). Certain PPAs are accounted for as operating leases. GAAP requires minimum lease payments to be recognized over the term of the lease and contingent rents to be recorded when the achievement of the contingency becomes probable. None of the operating leases have minimum lease payments, so revenue from these contracts is recognized as energy and any related renewable energy attributes are delivered. Contingent rental revenues from these contracts were approximately $211 million , $89 million and $63 million in 2014, 2013 and 2012, respectively.

Revenue is recognized as energy and any related renewable energy attributes are delivered, which is when revenue is earned based on energy delivered at rates stipulated in the respective PPAs.

Revenue recognized in 2014, 2013 and 2012 includes revenues from operations located outside of the United States (U.S.). This revenue was approximately $88 million , $51 million and $26 million in 2014, 2013 and 2012, respectively.

Revenue also includes the amortization of an intangible contract liability recognized as part of an acquisition and the sale of state tax credits by Elk City, which are recognized as they are generated. The revenue related to the amortization of the intangible liability was approximately $1 million , $1 million and less than $1 million in 2014, 2013 and 2012, respectively. See Note 8 for more information regarding the intangible liability. The revenue related to the sale of state tax credits was $2 million , $2 million and $3 million in 2014, 2013 and 2012, respectively.

In 2014, the Financial Accounting Standards Board issued a new accounting standard which provides guidance on the recognition of revenue from contracts with customers and requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows from an entity's contracts with customers. The standard is effective for NEP beginning January 1, 2017. NEP is currently evaluating the effect the adoption of this standard will have, if any, on its financial statements.

Interest Costs - NEP recognizes interest expense using the effective interest method over the life of the related debt. Certain of NEP’s debt obligations include escalating interest rates (see Note 7) that are incorporated into the effective interest rate for the related debt. Deferred interest includes interest expense recognized in excess of the interest payments accrued for the related debt’s stated interest payments and is recorded in other non-current liabilities on NEP’s consolidated balance sheets.

Income Taxes - For periods ending prior to July 1, 2014, income taxes are calculated using the separate return method for each of the project entities that are structured as corporations or as limited liability companies electing to be taxed as corporations. Income taxes are not included for entities that are structured as flow through entities (partnerships) electing to be taxed as partnerships.

For periods ending after July 1, 2014, taxes are calculated for NEP as a single taxpaying entity for U.S. federal and state income tax purposes (based on its election to be taxed as a corporation). Because NEP OpCo is a limited partnership electing to be taxed as a partnership for U.S. federal and state income tax purposes, NEP has only included its 20.1% proportionate share of U.S. income taxes. The U.S. income taxes on the remaining 79.9% of NEP OpCo earnings are allocated to NEE Equity and are not included in NEP's consolidated financial statements. The Canadian subsidiaries are all Canadian taxpayers subject to Canadian income tax, and therefore all Canadian taxes are included in NEP's consolidated financial statements. NEE Equity's share of Canadian taxes is included in noncontrolling interest in NEP's consolidated financial statements.

Harmonized Sales Taxes - For NEP’s Canadian projects, harmonized sales tax (HST) is composed of a federal and provincial component with taxes collected on sales and taxes paid on goods and services. The HST collected on sales are recorded as a HST payable while those paid on goods and services are recorded as a HST receivable. As such, these taxes have no impact on NEP’s reported earnings. The HST is payable or refundable monthly. As of December 31, 2014 and 2013, the HST receivable was approximately $0 million and $5 million , respectively, and is included in other current assets on the accompanying consolidated

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

balance sheets. As of December 31, 2014 and 2013, the HST payable was approximately $2 million and $2 million , respectively, and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Foreign Operations and Currency Translation - NEP’s reporting currency is the U.S. dollar. The functional currency for its Canadian project companies is the Canadian dollar because Canada is the primary economic environment in which it conducts its Canadian operations. The assets and liabilities of the Canadian project companies are translated to U.S. dollars at exchange rates at the balance sheet date. The income and expenses of the Canadian project companies are translated to U.S. dollars at exchange rates in effect during each respective period. The translation adjustment is recorded in accumulated other comprehensive income (loss) (AOCI).

Noncontrolling Interest - After the completion of NEP's IPO, NEP owns a controlling, non-economic general partnership interest and a 20.1% limited partnership interest in NEP OpCo and NEE Equity owns a noncontrolling 79.9% limited partnership interest in NEP OpCo. Distributions to the noncontrolling interest are reflected as Partners/Members' distributions in the consolidated statements of cash flows.

Equity - Equity reflects the financial position of the parties with an ownership interest in the consolidated financial statements. Prior to the IPO, NEE's ownership interest in the NEP predecessor entity is reflected as additional paid in capital, retained earnings and accumulated other comprehensive loss on the consolidated balance sheets as of December 31, 2013.

NextEra Energy Partner GP, Inc. has a total equity interest in NEP of $10,000 at December 31, 2014.

Limited partners' equity at December 31, 2014 reflects the initial investment of NEP unitholders and changes subsequent to the IPO including net income attributable to NEP, distributions of available cash to unitholders and other contributions from or distributions to NEP unitholders. Accumulated other comprehensive loss at December 31, 2014 reflects comprehensive income attributable to NEP subsequent to the IPO.

Noncontrolling interest at December 31, 2014 reflects the equity attributable to NEE based on the initial contribution as part of the IPO, the net income and other comprehensive income attributable to noncontrolling interest subsequent to the IPO and contributions to or distributions from NEE.

Earnings per common unit is reflected beginning July 1, 2014. Prior to the IPO, NEP was an indirect wholly-owned subsidiary of NEE and accordingly, had no earnings per common unit.

In November 2014, NEP distributed approximately $4 million to its unitholders. In addition, NEP paid approximately $4 million in distributions to its unitholders in February 2015.

Property, Plant and Equipment—net and Construction Work in Progress - Property, plant and equipment consists primarily of development, engineering and construction costs for the renewable energy assets, equipment, land, substations and transmission lines. Property, plant and equipment, excluding land, is recorded at cost and depreciated on a straight-line basis over their estimated useful lives ranging from three to 30 years , commencing on the date the assets are placed in service. See Note 6. Maintenance and repairs of property, plant and equipment are charged to operations and maintenance expense, as incurred.

Convertible Investment Tax Credits (CITCs) of approximately $592 million and $445 million as of December 31, 2014 and December 31, 2013 , respectively, are recorded as a reduction in property, plant and equipment — net on the consolidated balance sheets and are amortized as a corresponding reduction to depreciation expense over the estimated life of the related asset. As of December 31, 2013 , NEP had recorded a CITC receivable of approximately $180 million associated with Genesis which is included in accounts receivable on NEP's consolidated balance sheets. Of this receivable, $177 million was collected in 2014 with the remaining $3 million recorded as an addition to property, plant and equipment—net.

Construction work in progress includes construction materials, turbine generators, solar panel assemblies and other equipment, third-party engineering costs, capitalized interest and other costs directly associated with the development and construction of the various projects. Interest capitalized for the years ended December 31, 2014, 2013 and 2012 was approximately $4 million , $30 million and $15 million , respectively. Upon commencement of plant operations, costs associated with construction work in progress are transferred to property, plant and equipment—net.

Total net long-lived assets, including construction work in progress, held by operations outside the U.S. amounted to approximately $692 million and $626 million , respectively, as of December 31, 2014 and December 31, 2013 .

Cash and Cash Equivalents - Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds investments in money market funds.

Accounts Receivable and Allowance for Doubtful Accounts - Accounts receivables are reported at the invoiced or estimated amount adjusted for any write-offs and any estimated allowance for doubtful accounts on the accompanying consolidated balance sheets.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. There was no allowance for doubtful accounts recorded as of December 31, 2014 and 2013.

The American Recovery and Reinvestment Act of 2009, as amended (Recovery Act), provided for an option to elect a cash grant CITC for certain renewable energy properties. As of December 31, 2014 and 2013, accounts receivable arising from CITCs were approximately $0 million and $180 million , respectively.

Restricted Cash - Restricted cash consists primarily of funds related to Genesis. For the year ended December 31, 2014, of the approximately $25 million recorded on NEP's consolidated balance sheets, $22 million represents CITC proceeds received by Genesis that is due to NextEra Energy Capital Holdings, Inc. (NEECH), and is included in due to related parties on NEP's consolidated balance sheets. The remaining balances at December 31, 2014 and 2013 are held to satisfy the requirements of certain subsidiary debt agreements. These funds are held within subsidiaries pursuant to the terms of such debt agreements. These funds are used to pay for certain capital or operating expenditures and current debt service payments as well as to fund required equity contributions, pursuant to the restrictions contained in the debt agreements. These funds are reported as current assets based on the timing of the anticipated use of these funds in construction activities within the next twelve months.

Concentration of Credit Risk - Financial instruments which potentially subject NEP to concentrations of credit risk consist primarily of accounts receivable and derivative instruments. Accounts receivable are comprised primarily of amounts due from various non-affiliated parties who are counterparties to the PPAs. NEP has a limited number of counterparties, all of which are in the energy industry, and this concentration may impact the overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, industry or other conditions. If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on NEP’s consolidated results of operations and financial condition. However, management does not believe significant credit risk exists at December 31, 2014, because of the creditworthiness of the counterparties. All amounts due from such counterparties at December 31, 2014 and 2013 have been collected.

During 2014, NEP derived approximately 42% and 29% of its consolidated revenue from its contracts with PG&E and the IESO, respectively.

Inventories - Spare parts inventories are stated at the lower of weighted-average cost or market and are included in other current assets on NEP’s consolidated balance sheets. Spare parts inventories were approximately $8 million and $4 million as of December 31, 2014 and 2013, respectively.

Prepaid Expenses - Prepaid expenses primarily include prepayments for insurance and certain land lease contracts. The prepaid expense is amortized over the term of the arrangement according to the benefits the contractual arrangement provides.

Impairment of Long-Lived Assets - Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. An impairment loss is recognized if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured by the difference between an asset’s carrying value and fair value. As of December 31, 2014 and 2013, no impairment adjustments were necessary.

Derivative Instruments and Hedging Activities - Derivative instruments, when required to be marked to market, are recorded on NEP’s consolidated balance sheets as either an asset or liability measured at fair value. For interest rate swaps, generally NEP assesses a hedging instrument’s effectiveness by using non-statistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. See Note 5.

Fair Value of Financial Instruments - The carrying amount of NEP’s financial instruments, including cash and cash equivalents, accounts receivable, restricted cash, accounts payable and certain accrued expenses approximates fair value because of the short maturity of those instruments. The fair value of cash and cash equivalents is calculated using current market prices. NEP estimates the fair value of its long-term debt using estimated current rates for similar borrowings. See Note 4.

Fair Value Measurements - NEP uses several 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 or comparable assets and liabilities for those assets and liabilities that are measured on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. See Note 4.

Deferred Financing Costs - Deferred financing costs include fees and costs incurred to obtain long-term debt and are amortized over the life of the related debt using the effective interest rate established at debt issuance. NEP incurred approximately $37 million in deferred financing fees in connection with the issuance of debt prior to 2013. NEP added approximately $10 million ( $2 million related to IPO) and $6 million of deferred financing costs during the years ended December 31, 2014 and 2013, respectively. Deferred financing costs net of accumulated amortization were approximately $40 million and $36 million at December 31, 2014

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and 2013, respectively, and are included in other noncurrent assets on NEP’s accompanying consolidated balance sheets. The amortization of deferred financing costs totaled approximately $6 million , $4 million and $2 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in interest expense in NEP’s accompanying consolidated statements of income.

Asset Retirement Obligations - Asset retirement obligations are those for which a legal obligation exists under laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing or method of settlement may be conditioned on a future event.

NEP accounts for asset retirement obligations and conditional asset retirement obligations (collectively, AROs) in accordance with GAAP which requires that a liability for the fair value of an ARO be recognized in the period in which it is incurred if it can be reasonably estimated, with the offsetting associated asset retirement costs capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the asset’s estimated useful life. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense, which is included in depreciation and amortization expense in NEP’s consolidated statements of income. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted.

NEP recorded accretion expense of approximately $1 million , $1 million and $0 million in 2014, 2013 and 2012, respectively. Additionally, new AROs were established amounting to $2 million and $11 million in 2014 and 2013, respectively.

Immaterial Restatement - Subsequent to the issuance of NEP's combined financial statements as of December 31, 2013, it was determined that income tax expense and other comprehensive loss for the year ended December 31, 2013 were overstated by approximately $4 million and $1 million , respectively, and the deferred tax liability balance as of December 31, 2013 was overstated by approximately $5 million . The impact of this error had no impact on cash flows from operating, investing or financing activities. As a result, the prior periods in the accompanying financial statements have been corrected to appropriately reflect these balances in the consolidated statements of income, consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of cash flows and in the Notes.

3. INCOME TAXES

The components of income before income taxes are as follows:



	Years Ended December 31,
	2014		2013		2012
	(millions)
U.S.	$	46	$	5	$	(6	)
Foreign	23		24		13
Income before income taxes	$	69	$	29	$	7

The components of income tax expense (benefit) are as follows:



	Years Ended December 31,
	2014		2013		2012
	(millions)
Federal:
Current	$	—	$	—	$	—
Deferred	11		8		(10		)
Total federal	11		8		(10		)
State:
Current	—		—		—
Deferred	1		2		(2		)
Total state	1		2		(2		)
Foreign:
Current	3		—		—
Deferred	1		4		3
Total foreign	4		4		3
Total income tax expense (benefit)	$	16	$	14	$	(9	)

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of U.S. federal income tax at the statutory rate to the project entities’ actual income taxes is as follows:



	Years Ended December 31,
	2014			2013			2012
	(millions)
Income tax expense at 35% statutory rate	$	24		$	10		$	3
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interest	(9		)	—			—
State income taxes, net of federal tax benefit	1			1			(2		)
CITCs ^(a)	(12		)	(32		)	(21		)
Valuation allowance ^(a)	11			39			12
Effect of flow through entities and foreign tax differential ^(b)	—			(5		)	(1		)
Other-net	1			1			—
Income tax expense (benefit)	$	16		$	14		$	(9	)

____________________


(a)	The changes in income tax expense resulting from CITCs and valuation allowances are primarily related to Genesis.

(b)

The Summerhaven and Conestogo entities, as well as the Trillium entities, are Canadian limited partnerships, the partners of which are not predecessor entities and are therefore not included in the predecessor financial statements. Because of their flow through nature, no income taxes have been provided with regard to these entities for periods ending prior to July 1, 2014. Foreign tax differential is the difference in taxes calculated on Canadian income from Canadian projects (excluding flow through entities for periods ending prior to July 1, 2014) at Canadian statutory rates compared to the U.S. statutory rate.

The effective tax rate was approximately 23% , 48% and (125)% for the years ended December 31, 2014, 2013 and 2012, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered. The project entities believe that it is more likely than not that the deferred tax assets as shown below, net of the valuation allowances, will be realized due to sufficient future income.

The income tax effects of temporary differences giving rise to NEP's deferred income tax liabilities and assets are as follows:



	December 31,
	2014			2013
	(millions)
Deferred tax liabilities:
Property	$	(54	)	$	(186	)
Net unrealized gains	—			(6		)
Withholding taxes	(6		)	—
Total deferred tax liabilities	(60		)	(192		)
Deferred tax asset:
Net operating loss	31			227
Investment in partnership	93			—
Property	—			35
Tax credit carryforwards	1			19
Power purchase agreements	2			2
Net unrealized gains	2			—
Intangible	—			2
Other	—			—
Valuation allowance	—			(72		)
Total deferred tax asset	129			213
Net deferred tax asset	$	69		$	21

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax assets and liabilities included on the consolidated balance sheets are as follows:



	December 31,
	2014			2013
	(millions)
Other current assets	$	1		$	1
Deferred income taxes	124			29
Other current liabilities	—			—
Accumulated deferred income taxes	(56		)	(9		)
Net deferred income taxes	$	69		$	21

The components of deferred tax assets relating to net operating loss carryforwards and tax credit carryforwards at December 31, 2014 are as follows:



	Amount		Expiration Dates
	(millions)
Net operating loss carryforwards:
Federal	$	27	2034
State	3		2024 - 2034
Foreign	1		2028 - 2032
Net operating loss carryforwards	$	31
Tax credit carryforwards	$	1	2034

During 2014, NEP recorded a liability of approximately $4 million related to an unrecognized tax benefit of prior year tax positions. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $4 million . At December 31, 2013, there were no uncertain tax positions. The open tax years are 2011, 2012, 2013 and 2014.

4. FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or 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. NEP uses several 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 or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities 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. All transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

Cash Equivalents and Restricted Cash — The fair value of money market funds is calculated using current market prices.

Interest Rate Swaps — NEP estimates the fair value of its derivatives using a discounted cash flows valuation technique based on the net amount of estimated future cash inflows and outflows related to the swap agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:



	December 31, 2014						December 31, 2013
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	86	$	—	$	86	$	27	$	—	$	27
Restricted cash	25		—		25		2		—		2
Interest rate swaps	—		2		2		—		14		14
Total assets	$	111	$	2	$	113	$	29	$	14	$	43
Liabilities:
Interest rate swaps	$	—	$	10	$	10	$	—	$	—	$	—
Total liabilities	$	—	$	10	$	10	$	—	$	—	$	—

Fair Value of Financial Instruments Recorded at the Carrying Amount — The carrying amounts of accounts receivable approximate their fair values. The carrying amounts and estimated fair values of other financial instruments, excluding assets and liabilities which are recorded at fair value and disclosed above, are as follows:



	December 31, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Notes receivable ^(a)	$	4	$	4	$	4	$	4
Long-term debt, including current maturities ^(b)	$	1,836	$	1,902	$	1,799	$	1,815

____________________


(a)	Primarily classified as held to maturity. Fair value approximates carrying amount as they bear interest primarily at variable rates and have long-term maturities (Level 2) and are included in other assets on the consolidated balance sheet.


(b)	Fair value is estimated based on the borrowing rates as of each date for similar issues of debt with similar remaining maturities (Level 2).

Contingent Consideration - NEP accrued contingent consideration related to a 2012 acquisition. Contingent consideration is required to be reported at fair value at each reporting date. NEP determined this fair value measurement using information provided by the counterparty to the acquisition contract and its own internal cash flow estimates. The significant inputs and assumptions used in the fair value measurement included expected or modeled energy output contractually defined in the acquisition contract, the projects’ actual energy output, and the projects' contract price. This fair value measurement is sensitive to actual production from the projects. The other inputs used in the fair value measurement are known and do not change over time. This liability was settled in 2013 for approximately $4 million . The difference between the fair value at December 31, 2012 and the fair value of the consideration paid in settling the liability was reported separately in the consolidated statements of income.

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY

NEP recognizes all derivative instruments, when required to be marked to market, on the balance sheet as either assets or liabilities and measures them at fair value each reporting period. In connection with its debt financings in September 2012 and June 2014, NEP entered into interest rate swap agreements to manage interest rate cash flow risk. Under the interest rate swap agreements, NEP pays a fixed rate of interest and receives a floating rate of interest over the term of the agreements without the exchange of the underlying notional amounts. These agreements allow NEP to offset the variability of its floating-rate loan interest cash flows with the variable interest cash flows received from the interest rate swap agreements. The commencement and termination dates of the interest rate swap agreements and the related hedging relationship coincide with the corresponding dates of the underlying variable-rate debt instruments, which mature in 2030 and 2032. As of December 31, 2014 and 2013, the combined notional amounts of the swap agreements were approximately $339 million and $212 million , respectively. In order to apply hedge accounting, the transactions must be designated as hedges and must be highly effective in offsetting the hedged risk. For interest rate swaps, generally NEP assesses a hedging instrument’s effectiveness by using non-statistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout the hedge’s life. The effective portion of changes in the fair value of derivatives accounted for as cash flow hedges are deferred and recorded as a component of AOCI. The amounts deferred in AOCI are recognized in earnings when the hedged transactions occur. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss, is reported in current earnings.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Approximately $6 million of net losses included in AOCI at December 31, 2014 , is expected to be reclassified into interest expense within the next 12 months as interest payments are made. Such amount assumes no change in interest rates. Cash flows from these interest rate swap contracts are reported in cash flows from operating activities in NEP's consolidated statements of cash flows.

The fair values of NEP's derivative instruments designated as cash flow hedging instruments are included on NEP's consolidated balance sheets as follows:



	December 31, 2014				December 31, 2013
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate swaps:
Other non-current assets	$	5	$	—	$	18	$	—
Other current liabilities	$	3	$	3	$	—	$	4
Other non-current liabilities	$	—	$	7	$	—	$	—

Gains (losses) related to NEP's cash flow hedges are recorded in NEP's consolidated financial statements as follows:



	Years Ended December 31,
	2014			2013		2012
	(millions)
Interest rate swaps:
Gains (losses) recognized in other comprehensive income	$	(26	)	$	14	$	(4	)
Losses reclassified from AOCI to net income ^(a)	$	4		$	4	$	—

____________________

(a) Included in interest expense.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of December 31:



	2014			2013			Range of Useful Lives (in years)
	(millions)
Power-generation assets ^(a)	$	2,157		$	1,714		5-30
Land improvements and buildings	95			81			25-30
Land	6			6
Other depreciable assets	75			46			3-30
Property, plant and equipment, gross	2,333			1,847
Accumulated depreciation	(164		)	(91		)
Property, plant and equipment — net	$	2,169		$	1,756

^{___________________________}


(a)	Approximately 99% of power generation assets represent machinery and equipment used to generate electricity with a 30 -year depreciable life.

Depreciation expense for the years ended 2014, 2013 and 2012 was approximately $76 million , $39 million and $24 million , respectively. Total net long-lived assets held by operations outside the U.S. amounted to approximately $692 million and $626 million , respectively, as of December 31, 2014 and 2013.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. DEBT

NEP’s long-term debt agreements require quarterly or semi-annual payments of principal and interest. The carrying value and future principal payments of NEP’s long-term debt consist of the following:



													Total Carrying Value
	2015		2016		2017		2018		2019		Thereafter		2014		2013
	(millions)
Canyon Wind:
Term loan—maturing 2030—LIBOR ^(a) + 2.25—3.25%	$	12	$	12	$	12	$	12	$	12	$	151	$	211	$	223
Mountain Prairie:
Senior secured notes—maturing 2030—6.56%	9		10		11		12		14		226		282		289
Genesis:
Project note—maturing 2038—4.125%	—		—		—		—		—		402		402		702
Bank loan—maturing 2019 ^(b) —LIBOR ^(a) +1.2—1.3%	37		38		38		—		—		—		113		135
Senior secured notes—maturing 2038—5.60%	—		—		—		26		27		227		280		—
St. Clair:
Canadian dollar denominated Senior secured notes—maturing 2031—4.881%	7		8		8		8		8		96		135		155
Trillium:
Canadian dollar denominated Senior secured notes—maturing 2033—5.803%	7		9		9		10		10		222		267		295
Bluewater:
Canadian dollar denominated term loan—maturing 2032—CDOR ^(c) + 2.00—3.25%	6		6		6		6		6		116		146		—
Less: Total current maturities of long-term debt													78		370
Total long-term debt	$	78	$	83	$	84	$	74	$	77	$	1,440	$	1,758	$	1,429

________________________



(a)	LIBOR, London InterBank Offered Rate, is three-month LIBOR for Canyon Wind and six-month LIBOR for Genesis.
(b)	Principal payments represent accelerated payment schedule under the Bank loan to the extent Genesis has sufficient available cash, which would result in the repayment in full by August 2017.
(c)	CDOR, Canadian Dealer Offered Rate.

The long-term debt agreements listed above all contain provisions which, under certain conditions, restrict the payment of dividends and other distributions. As of December 31, 2014 no such conditions exist and, as of December 31, 2014 and 2013, NEP was in compliance with all financial debt covenants.

On July 1, 2014, NEP OpCo and its direct subsidiaries (Loan Parties) entered into a $250 million variable rate, senior secured revolving credit facility that expires in July 2019. The revolving credit facility includes borrowing capacity for letters of credit and incremental commitments to increase the revolving credit facility to up to $1 billion in the aggregate, subject to certain conditions. Borrowings under the revolving credit facility can be used by the Loan Parties to fund working capital and expansion projects, to make acquisitions and for general business purposes. Loans outstanding in U.S. dollars under the revolving credit facility will bear interest at either (i) a base rate, which will be the higher of (x) the federal funds rate plus 0.50% , (y) the administrative agent's prime rate or (z) the one-month LIBOR plus 1.0% , in each case, plus an applicable margin; or (ii) one-, two-, three- or six-month LIBOR plus an applicable margin. Loans outstanding in Canadian dollars will bear interest at either (i) a Canadian prime rate, which will be the higher of (x) the Canadian prime rate of a Canadian branch of the administrative agent and (y) the one-month CDOR plus 1.0% , in each case, plus an applicable margin; or (ii) one-, two-, three- or six-month CDOR plus an applicable margin. The revolving credit facility will be subject to a facility fee ranging from 0.375% to 0.50% per annum depending on NEP OpCo's leverage ratio (as defined in the revolving credit facility). The revolving credit facility is secured by liens on certain of the assets of NEP OpCo, and certain other assets of, and the ownership interest in, one of its direct subsidiaries. The revolving credit facility contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the revolving credit facility and related documents. Additionally, NEP OpCo and one of its direct subsidiaries are required to comply with certain financial covenants on a quarterly basis and NEP OpCo's ability to pay cash distributions is subject to certain other restrictions. All borrowings under the revolving credit facility are guaranteed by NEP OpCo and NEP, and must be repaid by the end of the revolving credit term. As of December 31, 2014 , no amounts had been drawn under the revolving credit facility. As of February 20, 2015, $58 million has been drawn under the revolving credit facility.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

This credit facility contains various covenants and restrictive provisions that limit NEP OpCo’s ability to, among other things:

• incur or guarantee additional debt;

• make distributions on or redeem or repurchase common units;

• make certain investments and acquisitions;

• incur certain liens or permit them to exist;

• enter into certain types of transactions with affiliates;

• merge or consolidate with another company; and

• transfer, sell or otherwise dispose of projects.

8. INTANGIBLE LIABILITIES

NEP’s intangible liability is the result of a 2012 acquisition that resulted in St. Clair assuming liabilities for the acquired RESOP contracts. The acquired value represents the fair value of the RESOP contracts, which were out-of-the-money contracts, at the acquisition date. The recorded intangible liabilities are amortized to operating revenues through February 2032, according to the cash flow benefits or detriments associated with the contracts as determined at acquisition. The liabilities as of December 31, 2014 and 2013 were approximately $7 million and $8 million , respectively and are included in other non-current liabilities on the accompanying consolidated balance sheets. NEP recorded approximately $1 million of amortization for each of the years ended December 31, 2014 and 2013 . Estimated amortization over the next five years is approximately $1 million in each year.

9. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)



	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains(Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Total
	(millions)
Balances, December 31, 2011	$	—		$	—		$	—
Other comprehensive income (loss) before reclassification	(4		)	2			(2		)
Balances, December 31, 2012	(4		)	2			(2		)
Other comprehensive income (loss) before reclassification	11			(27		)	(16		)
Amounts reclassified from AOCI to interest expense	3			—			3
Net other comprehensive income (loss)	14			(27		)	(13		)
Balances, December 31, 2013	10			(25		)	(15		)
Other comprehensive loss before reclassification	(24		)	(14		)	(38		)
Amounts reclassified from AOCI to interest expense	4			—			4
Net other comprehensive loss	(20		)	(14		)	(34		)
Balance sheet adjustment related to transitioning from separate return method (see Note 3)	6			—			6
Balances, December 31, 2014	$	(4	)	$	(39	)	$	(43	)
AOCI attributable to noncontrolling interest	$	(4	)	$	(36	)	$	(40	)
AOCI attributable to NextEra Energy Partners, December 31, 2014	$	—		$	(3	)	$	(3	)

10. RELATED PARTY TRANSACTIONS

Each project entered into operations and maintenance (O&M) and administrative services agreements with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain services performed under these agreements. These services include O&M and administrative services. NEP’s operating expenses for the years ended December 31, 2014, 2013 and 2012 include approximately $4 million , $2 million and $1 million , respectively, related to such services. Additionally, Northern Colorado pays an affiliate for transmission services. NEP’s transmission expense for the years ended December 31, 2014, 2013 and 2012 represents the fees paid for these services. The net payables at December 31, 2014 and 2013, for these services as well as for payroll and other payments made on behalf of these projects, were approximately $7 million and $15 million , respectively, and are included in due to related parties on NEP’s consolidated balance sheets.

Management Services Agreement (MSA) - Effective July 1, 2014, subsidiaries of NEP entered into a MSA with indirect wholly-owned subsidiaries of NEE, under which operational, management and administrative services are provided to NEP, including managing NEP’s day to day affairs and providing individuals to act as NEP GP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and administrative services agreements described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo will pay NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which will be paid in quarterly installments of $1 million with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo will also make certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders (incentive distribution rights, or IDRs). NEP’s O&M expenses for the year ended December 31, 2014 include approximately $2 million related to payments made under the MSA. There was no expense for the years ended December 31, 2013 and 2012 related to the MSA.

Cash Sweep and Credit Support Agreement (cash sweep agreement) - Effective July 1, 2014, NEP OpCo entered into a cash sweep agreement with NEER, under which NEER and certain of its subsidiaries may provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo will pay NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s expense for the year ended December 31, 2014 includes less than $1 million related to payments made under the cash sweep agreement. There was no expense for the years ended December 31, 2013 and 2012 related to the cash sweep agreement.

NEER and certain of its subsidiaries may withdraw funds received by NEP OpCo under the cash sweep agreement, or its subsidiaries in connection with certain of the long-term debt agreements, (Project Sweeps), and hold those funds in accounts belonging to NEER or its subsidiaries to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its subsidiaries may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings. The cash sweep amount held in accounts belonging to NEER or its subsidiaries as of December 31, 2014 , was approximately $211 million and is included in due from related parties on NEP’s consolidated balance sheet. The cash sweep amount held in accounts belonging to NEER or its subsidiaries as of December 31, 2013 was approximately $12 million, and was accounted for as a members' distribution in the accompanying consolidated statement of changes in equity .

Guarantees and letters of credit entered into by related parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs . In addition, certain of the financing agreements require cash and cash equivalents to be reserved for various purposes . In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER as described above. As of December 31, 2014, NEECH guaranteed or provided letters of credit totaling approximately $485 million related to these obligations.

11. COMMITMENTS AND CONTINGENCIES

Land Use Commitments— The project owners are parties to various agreements that provide for payments to landowners for the right to use the land upon which the projects are located. These leases and easements can typically be renewed by the project owners for various periods. The annual fees range from minimum rent payments varying by lease to maximum rent payments of a certain percentage of gross revenues, varying by lease. Total lease expense was approximately $11 million , $6 million and $3 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is classified as operations and maintenance expenses in NEP’s accompanying consolidated statements of income.

Genesis’ land leases include a right-of-way lease/grant that provides for payments to the U.S. Bureau of Land Management (BLM) for the right to use the public lands upon which the project is located. The lease may be renewed at expiration at Genesis’ option and will be subject to the regulations existing at the time of renewal. In connection with the terms of this lease, Genesis obtained a surety bond from a non-affiliated party in favor of the BLM for $23 million . The surety bond remains in effect until the BLM is satisfied that there is no outstanding liability on the bond or satisfactory replacement bond coverage is furnished.

The related minimum and varying lease payments are based on fair value. These payments are considered contingent rent and, therefore, expense is recognized as incurred.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total minimum non-cancelable rental commitments at December 31, 2014 under these land use agreements are as follows:



Year Ending December 31,	Land Use Commitments
	(millions)
2015	$	4
2016	4
2017	4
2018	4
2019	4
Thereafter	107
Total minimum land use payments	$	127

Letter of Credit Facility —Genesis entered into a letter of credit (LOC) facility (LOC facility), under which the LOC lender may issue standby letters of credit not to exceed approximately $83 million , with a maturity date of August 15, 2017.

The purpose and amounts of letters of credit outstanding as of December 31, 2014 are as follows:



LOC Facility Purpose	Amount		Outstanding Dates
	(millions)
PPA security	$	25	September 2011 - Maturity
Large generator interconnection agreement obligations	12		September 2011 - Maturity
O&M reserve	10		December 2013 - Maturity
Debt service reserve	35		August 2014 - Maturity
Total	$	82

Canadian FIT Contracts - The FIT contracts relating to Summerhaven, Conestogo and Bluewater require suppliers to source a minimum percentage of their equipment and services from Ontario resident suppliers to meet the minimum required domestic content level (MRDCL). The MRDCL for Summerhaven and Conestogo is 25% and the MRDCL for Bluewater is 50%. Following their respective CODs, Summerhaven and Conestogo submitted reports to the IESO summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and the IESO issued letters to Summerhaven and Conestogo acknowledging the completeness of their domestic content reports. Bluewater achieved COD on July 19, 2014 and submitted a domestic content report to the IESO on September 17, 2014, which was subsequently amended. On January 12, 2015, the IESO requested additional information and supporting documentation from Bluewater. The IESO may not deem the Bluewater domestic content report complete as required under the terms of the Bluewater FIT contract and may request additional information from Bluewater and supporting documentation related to the activities that Bluewater undertook in order to meet its MRDCL. The IESO has the right to audit the Summerhaven and Conestogo projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs, and will have the same audit right following the issuance of a letter acknowledging the completeness of the domestic content reports for Bluewater. The failure by any of these projects to achieve its MRDCL could result in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for Summerhaven, Conestogo or Bluewater could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Table of Contents

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

12. QUARTERLY DATA (Unaudited)

Condensed consolidated quarterly financial information is as follows:



	March 31 ^(a)		June 30 ^(a)		September 30 ^(a)			December 31 ^(a)
	(millions, except per unit amounts)
2014
Operating revenues ^(b)	$	59	$	87	$	89		$	66
Operating income ^(b)	$	30	$	50	$	52		$	29
Net income ^(b)	$	6	$	22	$	24		$	1
Net income attributable to NEP subsequent to initial public offering ^(b)	n/a		n/a		$	3		$	—
Earnings per unit - basic and assuming dilution ^(b)	n/a		n/a		$	0.17		$	(0.01	)
Distributions per unit	n/a		n/a		$	—		$	0.1875
High-low common unit sales prices	n/a		$33.90 - $31.32		$37.99 - $31.90			$38.81 - $28.95
2013
Operating revenues ^(b)	$	32	$	34	$	28		$	48
Operating income ^(b)	$	15	$	19	$	9		$	23
Net income ^(b)	$	—	$	10	$	(2	)	$	7

______________________


(a)	In the opinion of NEP, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods, have been made. Results of operations for an interim period generally will not give a true indication of results for the year. Variations in operations reported on a quarterly basis primarily reflect the seasonal nature of NEP's business.


(b)	The sum of the quarterly amounts may not equal the total for the year due to rounding.

Table of Contents

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures

As of December 31, 2014, NEP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of NEP GP, the general partner of NEP, of the effectiveness of the design and operation of NEP'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 NEP GP concluded that NEP's disclosure controls and procedures are not effective at a reasonable assurance level to ensure that information required to be disclosed in reports that are filed or submitted under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within time periods specified in SEC rules and forms, as of December 31, 2014. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financing statements will not be prevented or detected on a timely basis.

During the third quarter of 2014, management determined that NEP did not maintain effective internal controls over the accounting for income taxes. NEP identified deficiencies with the valuation of deferred income tax accounts, which resulted in a material weakness in internal control over financial reporting. Specifically, NEP did not effectively determine and monitor its valuation allowances on deferred income tax assets and the accuracy of its deferred income taxes, all non-cash activities. This deficiency resulted in an immaterial misstatement of income tax expense and deferred income taxes in the December 31, 2013 financial statements as filed in the Prospectus. Additionally, this deficiency could have resulted in a material misstatement of income tax expense within the annual and interim consolidated financial statements that would not have been prevented or detected, and accordingly, this internal control deficiency constitutes a material weakness as of December 31, 2014. NEP continues to take steps to remediate the material weakness, including the development of enhanced oversight and review procedures, organizational changes and adding additional personnel with income tax accounting experience. Management believes the additional control procedures and organizational changes, when implemented and validated, will be sufficient to remediate this material weakness.


(b)	Management's Report on Internal Control over Financial Reporting

This report does not include a report of management's assessment regarding internal controls over financial reporting or an attestation report of NEP's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.


(c)	Changes in Internal Control Over Financial Reporting

This report does not include management's assessment regarding changes in internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Item 9B. Other Information

On February 18, 2015, the board of directors of NEP GP approved an increase in the size of the board from seven members to eight members and appointed Susan Davenport Austin to fill the newly created directorship. In addition, effective on the same date, the board approved the appointment of Ms. Austin to the audit committee and the conflicts committee of the board.

Since October 2014, Ms. Austin has been a senior managing director with Brock Capital LLC , an investment banking firm focusing on strategic and corporate advisory services. In addition, she serves as vice chairman of Sheridan Broadcasting Corporation (SBC), a radio broadcasting company, where she has served in a leadership capacity since joining the company in 2002 as vice president of strategic planning and treasurer. In 2004, Ms. Austin became president of the Sheridan Gospel Network and, in 2007, was named senior vice president and chief financial officer of SBC. She was promoted to vice chairman of SBC in July 2013. Prior to joining SBC, Austin spent 10 years in investment banking, specializing in telecommunications and media finance. Ms. Austin serves as an independent trustee or director of certain Prudential Insurance mutual funds (since 2011).

Ms. Austin has experience in investment banking in both capital markets and strategic advisory services gained in more than ten years experience in investment banking. In addition, she has management and financial leadership experience from her experience as the president of a division of and the chief financial officer of a radio broadcasting company.

Ms. Austin will receive compensation for her service as a director consistent with the compensation paid to the other non-employee directors of NEP GP, as described in Item 11 - Non-Employee Director Compensation. The compensation includes an annual retainer of $50,000 and a grant of 2,510 common units under NEP’s 2014 Long Term Incentive Plan which was awarded to Ms. Austin upon her appointment to the board. These common units are not transferable until Ms. Austin ceases to be a member of the board.

PART III - OTHER INFORMATION

Item 10. Directors, Executive Officers and Corporate Governance

Management of NEP

NEP’s general partner, NEP GP, manages NEP’s operations and activities through the directors and officers of NEP GP. NEP GP is not selected by NEP’s unitholders and may only be removed in certain limited circumstances. Unitholders are not entitled to elect the directors of NEP GP, which have been appointed by NEE, or directly or indirectly participate in NEP’s management or operations.

Directors and Executive Officers of NEP GP

The executive officers of NEP GP manage the day-to-day affairs of NEP’s business. All of NEP GP’s executive officers are employees of NEE and devote such portion of their time to NEP’s business and affairs as is required to manage and conduct NEP’s operations in accordance with the MSA, under which NEE has agreed to provide or arrange for the provision of management, operations and administrative services to NEP. See Item 13, “Certain Relationships and Related Transactions, and Director Independence-Certain Relationships and Related Transactions-Management Services Agreement.”

The executive officers and directors of NEP GP as of February 20, 2015 are as follows:



Name	Age	Position with NextEra Energy Partners GP, Inc.
James L. Robo	52	Chairman of the Board and Chief Executive Officer, Director
Susan Davenport Austin	47	Director
Robert Byrne	53	Director
Moray P. Dewhurst	59	Chief Financial Officer, Director
Mark E. Hickson	47	Senior Vice President, Strategy and Corporate Development, Director
Peter H. Kind	58	Director
Armando Pimentel, Jr.	52	President, Director
Charles E. Sieving	42	General Counsel, Director
Chris N. Froggatt	57	Controller and Chief Accounting Officer
Paul I. Cutler	55	Treasurer and Assistant Secretary

The directors of NEP GP hold office until the earlier of their death, resignation, removal or disqualification or until their successors have been elected and qualified. Officers serve at the discretion of the board of directors of NEP GP.

Mr. Robo was appointed as the chairman of the board and chief executive officer and a director of NEP GP in March 2014. Mr. Robo also serves as chairman of the board since December 13, 2013, and president and chief executive officer, and a director, of NEE since July 2012. He is also chairman of NEE’s subsidiary, Florida Power & Light Company. Prior to his succession to the role of chief executive officer, he had served as president and chief operating officer of NEE since 2006. Mr. Robo joined NEE as vice president of corporate development and strategy in March 2002 and became president of NEER later in 2002. He is a director of J.B. Hunt Transport Services, Inc. (since 2002), and has served as J.B Hunt’s lead independent director since 2012.

Ms. Austin was appointed as an independent director of NEP GP in February 2015. Since October 2014, Ms. Austin has been a senior managing director with Brock Capital LLC , an investment banking firm focusing on strategic and corporate advisory services. In addition, she serves as vice chairman of SBC, a radio broadcasting company, where she has served in a leadership capacity since joining the company in 2002 as vice president of strategic planning and treasurer. In 2004, Ms. Austin became president of the Sheridan Gospel Network and, in 2007, was named senior vice president and chief financial officer of SBC. She was promoted to vice chairman of SBC in July 2013. Prior to joining SBC, Austin spent 10 years in investment banking, specializing in telecommunications and media finance. Ms. Austin serves as an independent trustee or director of certain Prudential Insurance mutual funds (since 2011).

Mr. Byrne was appointed as an independent director of NEP GP in July 2014. He has served as a director of Masonite International Corporation, which is one of the largest manufacturers of doors in the world, since 2009 and has been chairman of the board of Masonite International Corporation since July 2010. Mr. Byrne is the founder and has served as the President of Power Pro-Tech Services, Inc., which specializes in the installation, maintenance and repair of emergency power and solar photovoltaic power

Table of Contents

systems since 2002. From 1999 to 2001, Mr. Byrne was Executive Vice President and Chief Financial Officer of EPIK Communications, a start-up telecommunications company which merged with Progress Telecom in 2001 and was subsequently acquired by Level3 Communications. Having begun his career in investment banking, Mr. Byrne served as Partner at Advent International, a global private equity firm, from 1997 to 1999 and immediately prior to that, from 1993 to 1997, served as a Director of Orion Capital Partners.

Mr. Dewhurst was appointed as chief financial officer and a director of NEP GP in March 2014. Since 2011, Mr. Dewhurst has also served as vice chairman of the board and chief financial officer and executive vice president-finance of NEE. Previously, Mr. Dewhurst served as vice chairman of the board and chief of staff of NEE from 2009 to October 2011. Mr. Dewhurst has announced his intention to retire from his roles with NEP GP and NEE in the spring of 2016.

Mr. Hickson was appointed as senior vice president, strategy and corporate development of NEP GP in March 2014 and a director in February 2015. Mr. Hickson has also served, since May 2012, as vice president of corporate development and operational excellence for NEE. From 1997 to April 2012, Mr. Hickson served as managing director in Global Mergers and Acquisitions at Merrill Lynch & Co.

Mr. Kind was appointed as an independent director of NEP GP in July 2014. Mr. Kind is executive director of Energy Infrastructure Advocates LLC, an independent financial and strategic advisory firm. From 2009 to 2011, Mr. Kind was a Senior Managing Director of Macquarie Capital, an investment banking firm. From 2005 to 2009, Mr. Kind was a Managing Director of Bank of America Securities. Mr. Kind, a CPA, also has experience in the audit of large public energy companies. Mr. Kind has served as a Director and Chairman of the audit committee of the general partner of Enable Midstream Partners, LP since February 2014.

Mr. Pimentel was appointed as the president and a director of NEP GP in March 2014. Mr. Pimentel also serves as the president and chief executive officer of NEER, a position he has held since October 2011. Mr. Pimentel joined NEE in 2008 as executive vice president-finance and became chief financial officer later in 2008. Prior to joining NEE, Mr. Pimentel was a partner at Deloitte & Touche LLP (Deloitte & Touche) and held various client and leadership positions in the financial services and energy industries. He also led Deloitte’s power and utilities business segment.

Mr. Sieving was appointed as general counsel and a director of NEP GP in March 2014. He has also served as executive vice president and general counsel of NEE since December 2008.

Mr. Froggatt was appointed as the controller and chief accounting officer of NEP GP in March 2014. Mr. Froggatt served as vice president of NEE since 2009 and has served as vice president, controller and chief accounting officer for NEE since February 2010. Previously, Mr. Froggatt worked for 22 years with Pinnacle West Capital Corp. where he served as vice president and treasurer from December 2008 until October 2009. Prior to that, Mr. Froggatt held the positions of vice president, controller and chief accounting officer for Pinnacle West and its regulated utility, Arizona Public Service.

Mr. Cutler was appointed as the treasurer and assistant secretary of NEP GP in March 2014. Mr. Cutler also serves, since 2003, as treasurer for NEE.

Director Independence

The NYSE does not require a listed publicly traded limited partnership, such as NEP, to have a majority of independent directors on the board of directors of NEP GP. NEP GP’s board of directors has determined that Messrs. Byrne and Kind and Ms. Austin are independent directors in accordance with the following NYSE independence standards.

NEP GP’s board of directors conducts an annual review regarding the independence from NEP GP’s management of each of its members, and in addition assesses the independence of any new member at the time that the new member is considered for appointment or nomination for election to NEP GP’s board of directors. NEP GP’s board of directors considers all relevant facts and circumstances and uses the criteria set forth in the NYSE corporate governance independence standards (the NYSE standards), which are the applicable standards under SEC rules, to assess director independence. These standards are also set forth or referred to in the corporate governance principles & guidelines, a copy of which is available on NEP’s website at www.nexteraenergypartners.com. NEP GP’s board of directors must affirmatively determine that the director has no material relationship with NEP (either directly or as a partner, shareholder or officer of an organization that has a relationship with NEP) in order to determine that the director is independent. As set forth in the corporate governance principles & guidelines, NEP GP’s board of directors considers all relevant facts and circumstances in making independence determinations. In particular, when assessing the materiality of a director’s relationship (if any) with NEP, NEP GP’s board of directors considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

In addition to the subjective standard described above, the NYSE standards have objective tests for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if he or she:


•	is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has

Table of Contents

been within the last three years, an executive officer, of NEP;


•	has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from NEP, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).;

•

(A) is a current partner or employee of Deloitte & Touche, NEP’s independent registered public accounting firm; (B) the director has an immediate family member who is a current partner of Deloitte & Touche; (C) the director has an immediate family member who is a current employee of Deloitte & Touche and personally works on NEP’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of Deloitte & Touche and personally worked on NEP’s audit within that time;


•	is, or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of NEP’s present executive officers at the same time serves or served on that company's compensation committee; or


•	is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, NEP for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

The NYSE standards and Rule 10A-3 under the Exchange Act include the additional requirement that members of the audit committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from NEP other than their director compensation.

Committees of the Board of Directors

The standing committees of NEP GP’s board of directors are the audit committee and the conflicts committee. The committees regularly report their activities and actions to the full board, generally at the next board meeting that follows the committee meeting. Each of the committees operates under a charter approved by the board and each committee conducts an annual evaluation of its performance. The charter of the audit committee is required to comply with the NYSE corporate governance requirements. There are no NYSE requirements for the charter of the conflicts committee. The current membership and functions of the committees are described below.

Audit Committee

NEP GP’s board of directors has an audit committee composed of Messrs. Byrne and Kind and Ms. Austin, each of whom satisfy the independence requirements established by the NYSE and the Exchange Act. Mr. Byrne is the chairperson of the committee. These standards are also set forth or referred to in the corporate governance principles & guidelines, a copy of which is available on the Company’s website at http://www.nexteraenergypartners.com . The board of directors of NEP GP has determined that each member of the audit committee satisfies the “financial literacy” standard of the NYSE and qualifies as an “audit committee financial expert” as such term is defined under the SEC’s regulations. The audit committee assists the board of directors in its oversight of the integrity of NEP’s financial statements and NEP’s compliance with related legal and regulatory requirements, corporate policies and controls. The audit committee has the sole authority to retain and terminate NEP’s independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by NEP’s independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of NEP’s independent registered public accounting firm. NEP’s independent registered public accounting firm is given unrestricted access to the audit committee. The audit committee met twice in 2014, and at such meetings met regularly with Deloitte & Touche, NEP’s independent registered public accounting firm, and the internal auditors, both privately and in the presence of management. A more detailed description of the audit committee’s duties and responsibilities is contained in the audit committee charter, a copy of which is available on NEP’s website at http://www.nexteraenergypartners.com .

Conflicts Committee

The conflicts committee is composed of Messrs. Byrne and Kind and Ms. Austin, and Mr. Kind is the chairperson. The conflicts committee determines if the resolution of any conflict of interest referred to it by NEP GP is in the best interests of NEP. There is no requirement that NEP GP seek the approval of the conflicts committee for the resolution of any conflict. The charter of the conflicts committee provides that the members of the committee may not be officers or employees of NEP GP or directors, officers or employees of its affiliates, may not hold an ownership interest in NEP GP or its affiliates other than NEP’s common units, including common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by NEP GP or NEP, and must meet the independence standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors. Any matters approved by the conflicts committee in good faith will be deemed to be approved by all of NEP’s unitholders and not a breach by NEP GP of any duties it may owe NEP or NEP’s unitholders. A more detailed description of the conflicts committee’s duties and responsibilities is contained in the conflicts committee charter, a copy of which is available on NEP’s website at http://www.nexteraenergypartners.com .

Executive Session

Executive sessions of NEP GP's independent directors are regularly scheduled. The chairman of the audit committee chairs the

Table of Contents

board executive sessions, and thereafter provides feedback to the chief executive officer. The NEP GP board of directors believes that having regular board executive sessions, two independent directors and the corporate governance structures and processes described in this Annual Report on Form 10-K allow the board of directors to maintain effective oversight of management.

Communications with NEP GP’s Board of Directors

NEP GP’s board of directors has established procedures by which unitholders and other interested parties may communicate with the board, any board committee or any one or more other directors. Such parties may write to one or more directors, care of NEP GP General Counsel, NextEra Energy Partners GP, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420. They may also contact any member of the audit committee with a concern under NEP’s Code of Business Conduct & Ethics by calling 561-694-4644.

NEP GP’s board of directors has instructed NEP GP’s general counsel to assist the board in reviewing all written communications to the board, any board committee or any director as follows:


(1)	Complaints or similar communications regarding accounting, internal accounting controls or auditing matters will be handled in accordance with the NextEra Energy Partners, LP Procedures for Receipt, Retention and Treatment of Complaints and Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters.


(2)	All other legitimate communications related to the duties and responsibilities of NEP GP’s board of directors or any committee will be promptly forwarded by the general counsel to the applicable directors, including, as appropriate under the circumstances, to the chairman of NEP GP’s board of directors and/or the appropriate committee chair.


(3)	All other unitholder, customer, vendor, employee and other complaints, concerns and communications will be handled by management, with NEP GP board of directors involvement as advisable with respect to those matters that management reasonably concludes to be significant.

Communications that are of a personal nature or not related to the duties and responsibilities of NEP GP’s board of directors, that are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, that are conclusory or vague in nature, or that are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the general counsel determines otherwise.

Corporate Governance Principles & Guidelines/Code of Ethics

NEP’s corporate governance principles & guidelines, code of business conduct and ethics and its code of ethics for senior executive and financial officers cover a wide range of business practices and procedures. The corporate governance principles & guidelines, code of business conduct and ethics and the code of ethics for senior executive and financial officers were approved by the directors of NEP GP. The code of ethics for senior executive and financial officers applies to NEP and any of its subsidiaries and NEP GP’s chairman of the board and chief executive officer, chief financial officer, president, treasurer, general counsel, controller and chief accounting officer and vice-president, strategy and corporate development. The code of business conduct & ethics applies to all representatives of NEP GP and NEP and its subsidiaries, including directors, officers and employees. The corporate governance principles & guidelines, code of ethics for senior executive and financial officers and code of business conduct & ethics are available on the Company’s website at http://www.nexteraenergypartners.com . Any amendments or waivers of the code of ethics for senior executive and financial officers which are required to be disclosed to unitholders under SEC rules will be disclosed on the Company’s website at the address listed above. NEP will provide a copy of its code of business conduct and ethics upon request by a unitholder to the Corporate Secretary of NEP GP by mail or courier service c/o NextEra Energy Partners, LP, 700 Universe Boulevard, Juno Beach, Florida 33408, Attn: Corporate Secretary.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the directors and executive officers of NEP GP file initial reports of ownership and reports of changes in ownership of NEP’s common units with the SEC. Based solely upon NEP’s review of copies of filings or written representations from the reporting persons, NEP believes that all reports for the executive officers and directors of NEP GP that were required to be filed under Section 16(a) of the Exchange Act in 2014 were filed on a timely basis.

Item 11. Executive Compensation

Compensation Discussion and Analysis

NEP GP has paid no cash or other compensation to its executive officers since its inception. All of the executive officers of NEP GP are also employees of NEE. NEE compensates these officers for the performance of their duties as employees of NEE, which includes managing NEP. NEE does not allocate this compensation between services for NEP and services for NEE and its affiliates. Affiliates of NEE provide NEP various general and administrative services, such as technical, commercial, regulatory, financial, accounting, treasury, tax and legal staffing and related support services, pursuant to NEP’s MSA, for which NEP pays a management services fee.

Table of Contents

In 2014, the board of directors of NEP GP adopted the NextEra Energy Partners, LP 2014 Long Term Incentive Plan (the LTIP). The LTIP is intended to: (i) provide participants in the LTIP with an incentive to contribute to NEP’s success and to manage NEP’s business in a manner that will provide for NEP’s long-term growth and profitability to benefit its unitholders and other important stakeholders, including its employees and customers; and (ii) provide a means of obtaining, rewarding and retaining key personnel. Awards may be granted to non-employee directors or other independent service providers and to individuals who are employees. The plan allows for the grant of NEP common units, options, restricted units, deferred units, performance units or other performance-based awards, unit appreciation rights and other equity-based awards, including unrestricted units. Up to 1,300,000 NEP common units may be issued with respect to grants made under the plan. As of February 19, 2015, the awards under the LTIP have only been granted to the non-employee directors of NEP GP. The table below in “-Non-Employee Director Compensation” sets forth the common units granted in 2014 to the non-employee directors of NEP.

Compensation Committee Report

The board of directors of NEP GP does not have a compensation committee. The board of directors of NEP GP, acting in lieu of a compensation committee, has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the board of directors of NEP GP recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

By the members of the board of directors of NEP GP:

James L. Robo

Susan Davenport Austin

Robert Byrne

Moray P. Dewhurst

Mark E. Hickson

Peter H. Kind

Armando Pimentel, Jr.

Charles E. Sieving

Compensation Committee Interlocks and Insider Participation

As discussed above, the board of directors of NEP GP does not have a compensation committee. If any compensation is to be paid to NEP GP’s executive officers, the compensation would be reviewed and approved by the board of directors of NEP GP because it performs the functions of a compensation committee in the event such committee is needed. Since the completion of the IPO on July 1, 2014, none of the directors or executive officers of NEP GP served as a member of a compensation committee of another entity that has or has had an executive officer who served as a member of the board of directors of NEP GP during 2014.

Non-Employee Director Compensation

Directors of NEP GP who are employees of NEE or any of its subsidiaries do not receive any additional compensation for serving as a member of NEP GP’s board. The independent, non-employee directors serving on NEP GP’s board receive an annual cash retainer of $50,000 and an annual amount of NEP’s common units determined by dividing $100,000 by the closing price of such common units on the grant date, rounded up to the nearest ten common units. These units are generally not transferable until the director ceases to be a member of NEP GP’s board. Non-employee directors who serve as chair of the audit committee or conflicts committee receive an additional annual cash retainer of $15,000. Each director is fully indemnified by NEP GP for actions associated with being a director to the fullest extent permitted under Delaware law under a director indemnification agreement and NEP’s partnership agreement.

The following table sets forth the compensation paid to non-employee directors for service as a member of the board of directors of NEP GP for 2014:



Name	Fees Earned or Paid in Cash		Unit Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Robert Byrne ^(a)	$	32,500	$	50,000	$	—	$	—	$	—	$	—	$	82,500
Peter H. Kind ^(b)	$	32,500	$	50,000	$	—	$	—	$	—	$	—	$	82,500

______________________

(a) Mr. Byrne was granted 1,430 common units in 2014 with a grant date fair value of $50,000.

(b) Mr. Kind was granted 1,430 common units in 2014 with a grant date fair value of $50,000.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

The common units of NEP represent limited partnership interests in NEP. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them.

Owners of More than Five Percent of Outstanding Units

The following table shows the beneficial owners known by NEP to own more than five percent of NEP’s 18,690,360 common units outstanding as of January 31, 2015.



Name of Beneficial Owner	Common Units Beneficially Owned ^(a)	Percentage of Common Units Beneficially Owned ^(b)
FMR LLC ^(c)	2,185,764	11.69%
Steadfast Capital Management, LP ^(d)	1,582,780	8.47%
Adage Capital Partners, L.P. ^(e)	1,350,700	7.23%

______________________



(a)	The amounts and percentage of units beneficially owned are reported pursuant to the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which he has no economic interest.
(b)	NEE Equity holds non-economic Special Voting Units that provide NEE Equity with an aggregate number of votes on certain matters that may be submitted for a vote of NEP’s unitholders that is equal to the aggregate number of common units of NEP OpCo held by NEE Equity on the relevant record date. As of February 19, 2014, NEE Equity held 74,440,000 Special Voting Units, representing 79.9% of outstanding voting power on matters for which NEE Equity is entitled to vote.
(c)	This information has been derived from a statement on Schedule 13G/A of FMR LLC, filed with the SEC on February 17, 2015, and is as of December 31, 2014. Edward C. Johnson 3d is a Director and the Chairman of FMR LLC and Abigail P. Johnson is a Director, the Vice Chairman and the President of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (Fidelity Funds) advised by Fidelity Management & Research Company (FMR Co), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address of FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210.
(d)	This information has been derived from a statement on Schedule 13G/A of Robert S. Pitts, Jr., Steadfast Capital Management, LP, and the other entities described below, filed with the SEC on February 17, 2015, and is as of December 31, 2014. Robert S. Pitts, Jr. is the controlling Principal of Steadfast Capital Management LP, a Delaware limited partnership (Steadfast Investment Manager) and Steadfast Advisors LP, a Delaware limited partnership (Steadfast Managing General Partner). The Steadfast Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital, L.P., a Delaware limited partnership (Steadfast Capital). The Investment Manager has the power to vote and dispose of the securities held by American Steadfast, L.P., a Delaware limited partnership (American Steadfast) and Steadfast International Master Fund Ltd., a Cayman Islands exempted company (Offshore Fund). Steadfast Capital owns 64,746 common units. American Steadfast owns 558,792 common units. The Offshore Fund owns 959,242 common units. The address of each of Mr. Pitts, the Steadfast Investment Manager, the Steadfast Managing General Partner, Steadfast Capital and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022. The address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.
(e)	This information has been derived from a statement on Schedule 13G/A of Adage Capital Partners, L.P and the other entities and individuals described below filed with the SEC on February 17, 2015 and is as of December 31, 2014. Adage Capital Partners, L.P., a Delaware limited partnership (ACP) has the power to dispose of and the power to vote the common units beneficially owned by it, which power may be exercised by its general partner, Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (ACPGP). Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (ACA), as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any common units. Mr. Robert Atchinson and Mr. Phillip Gross, as managing members of ACA, have shared power to vote the common units beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly owns any common units. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, ACPGP, ACA, Mr. Atchinson and Mr. Gross may be deemed to beneficially own the units owned by ACP. The address of each of ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.

Table of Contents

Directors and Executive Officers

The following table sets forth information with respect to NEP’s common units owned of record and beneficially as of February 18, 2015, by each director and executive officer of NEP GP and by all directors and executive officers of NEP GP as a group. As of February 18, 2015, the directors and executive officers of NEP GP beneficially owned an aggregate of 252,416 common units (approximately 1.35% of the outstanding common units on such date).



	NextEra Energy Partners, L.P.
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
James L. Robo	143,576	*
Susan Davenport Austin	2,510	*
Robert Byrne	7,740	*
Moray P. Dewhurst	25,000	*
Mark E. Hickson	3,430	*
Peter H. Kind	6,440	*
Armando Pimentel, Jr.	10,000	*
Charles E. Sieving	23,358	*
Chris N. Froggatt	5,837	*
Paul I. Cutler	24,525	*
All directors and executive officers as a group (10 persons)	252,416	1.35	%

______________________

* Less than 1%

Equity Compensation Plan Information

In 2014, the board of directors of NEP GP adopted the LTIP. The following table provides certain information as of December 31, 2014 with respect to this plan:



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	—	N/A	1,297,140
Equity compensation plans not approved by security holders	—	N/A	—
Total	—	N/A	1,297,140

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

NEE indirectly owns and controls NEP GP and appoints all of NEP GP’s officers and directors. NEE Equity, a wholly-owned subsidiary of NEE, owns all of NEP’s Special Voting Units (giving it effective voting control over NEP with respect to certain matters) and a majority of the common units of NEP OpCo.

The following is a summary of certain agreements that NEP entered into with NEE or its affiliates in connection with NEP’s IPO. Because of NEP’s relationship with NEE, the agreements may not be as favorable to NEP as they might have been had NEP negotiated them with an unaffiliated third party. For a discussion of the risks related to NEP’s relationship with NextEra and these agreements, see “Risk Factors - Risks Related to Our Relationship with NextEra.”

Management Services Agreement

NEP, NEP OpCo and NEE Operating GP entered into the MSA on July 1, 2014 with NEE Management, under which:


•	NEE Management provides or arranges for the provision of management, operations and administrative services to NEP and its subsidiaries, including managing their day to day affairs and providing individuals to act as NEP GP’s executive officers and directors, to the extent such services are not otherwise provided under existing operations and maintenance

Table of Contents

services agreements and ASAs between affiliates of NEE and NEP’s subsidiaries;


•	NEP OpCo pays on NEP’s behalf all operations and maintenance services or other expenses NEP or NEP’s subsidiaries incur; and


•	NEP OpCo makes certain payments to NEE Management based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders.

The MSA does not prohibit NEE or its affiliates from pursuing other business activities or providing services to third parties that compete directly or indirectly with NEP.

NEP OpCo pays NEE Management an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year (calculated prior to the deduction of such fee and other fees paid under the MSA) and $4 million (adjusted for inflation beginning in 2016), which will be paid in quarterly installments of $1 million (adjusted for inflation beginning in 2016) with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year during the prior year exceeded $4 million (adjusted for inflation beginning in 2016). NEE Management is also entitled to receive an IDR Fee based on the hypothetical amount of distributions NEP OpCo would be able to make to its unitholders without giving effect to the IDR Fee as an operating expense. The IDR Fee payments to NEE Management under the MSA will continue for so long as NEP OpCo’s partnership agreement remains in effect, even if the MSA otherwise terminates in accordance with its terms. All fees, expenses, taxes and other costs for which NEP OpCo is required to reimburse NEE Management under the MSA are operating expenditures and, therefore, reduce the cash available for distribution to NEP OpCo’s unitholders, including NEP, in accordance with NEP OpCo’s partnership agreement. For the year ended December 31, 2014, NEP made approximately $1 million in payments under the MSA. There were no reimbursable costs for the year ended December 31, 2013 related to the MSA.

The term of the MSA is twenty years and will automatically renew for successive five-year periods unless NEP OpCo or NEE Management provides written notice that it does not wish for the agreement to be renewed. However, NEP OpCo will be able to terminate the MSA prior to the expiration of its term upon 90 days’ prior written notice of termination to NEE Management upon the occurrence of certain events. The MSA also expressly provides that the agreement may not be terminated by NEP due solely to the poor performance or the underperformance of any of NEP’s operations. NEE Management is also permitted to terminate the MSA upon the occurrence of certain events.

Operations and Maintenance Services Agreements

Affiliates of NEER and certain of NEP’s subsidiaries have entered into operations and maintenance services agreements, pursuant to which such NEER affiliates provide operations and maintenance services to the projects in NEP’s portfolio. A brief description of the operations and maintenance services agreements is provided below.

U.S. Projects

Wind

The U.S. Wind Project Entities entered into operations and maintenance services agreements (the U.S. Wind O&M Agreements) with NEOS, dated as of the following dates:



Party		Date
Elk City Wind, LLC		May 21, 2009
Northern Colorado Wind Energy, LLC		April 12, 2009
Perrin Ranch Wind, LLC		August 23, 2012 (with an effective date of June 29, 2012)
Tuscola Bay Wind, LLC		August 22, 2012
Palo Duro Wind Energy, LLC		October 28, 2014

Pursuant to each U.S. Wind O&M Agreement, NEOS provides customary day-to-day operations and maintenance services. NEOS is required to provide each U.S. Wind Project Entity for its review a proposed annual budget prior to the beginning of each operating year, which budget will be agreed upon between NEOS and the U.S. Wind Project Entity. Each of the U.S. Wind O&M Agreements has a term of 20 years, which will be automatically extended for an additional five-year period unless prior notice is provided to NEOS that the applicable U.S. Wind Project Entity does not wish the term to be extended. Each U.S. Wind O&M Agreement contains customary termination provisions.

In consideration for the performance of operations and maintenance services, NEOS receives a fixed annual fee paid in monthly installments. The annual fee for each project was $1,250 for each MW of nameplate capacity for the first year of the term of the applicable U.S. Wind O&M Agreement and is adjusted annually based on the U.S. Consumer Price Index (U.S. CPI). In addition to the fixed annual fee, NEOS is entitled to be reimbursed for those reasonable and actual direct costs that are incurred by NEOS in the performance of its duties. Each of the U.S. Wind O&M Agreements also requires that the applicable U.S. Wind Project Entity

Table of Contents

provide, or pay for costs incurred by NEOS, for utility services provided to the project. For the years ended December 31, 2014, 2013 and 2012, NEOS received a total of approximately $623,000, $632,000 and $409,000, respectively, in compensation under the U.S. Wind O&M Agreements.

Solar

Genesis Solar, LLC entered into an operations and maintenance services agreement (the Genesis O&M Agreement), dated as of August 22, 2011, with NEOS. The Genesis O&M Agreement has a term of 30 years, which will be automatically extended for an additional five-year period unless Genesis Solar, LLC provides prior notice to NEOS that it does not wish the term to be extended. NEOS provides all customary day-to-day operations and maintenance services. NEOS must provide to Genesis Solar, LLC for its review a proposed annual budget prior to the beginning of each operating year, which budget will be agreed between NEOS and Genesis Solar, LLC. The Genesis O&M Agreement contains customary termination provisions.

In consideration for the performance of operations and maintenance services, NEOS receives a fixed annual fee paid in monthly installments. The annual fee was $1,000,000 in 2013 and is adjusted annually based on the U.S. CPI. In addition to the fixed annual fee, NEOS is entitled to be reimbursed for those reasonable and actual direct costs that are incurred by NEOS in the performance of its duties. The Genesis O&M Agreement also requires that Genesis Solar, LLC provide, or pay for costs incurred by NEOS, for utility services provided to the Genesis project. For the years ended December 31, 2014, 2013 and 2012, NEOS received a total of approximately $1,004,000, $0 and $0, respectively, in compensation under the Genesis O&M Agreement.

Canadian Projects

Each of the Canadian Project Entities entered into an operations and maintenance services agreement (the Canadian O&M Agreements) with NECOS, dated as of the following dates:



Party		Date
Conestogo Project Entity		November 16, 2012
Summerhaven Project Entity		August 2, 2013
Sombra Project Entity		April 27, 2012
Moore Project Entity		April 27, 2012
Bluewater Project Entity		June 10, 2014

Pursuant to each Canadian O&M Agreement, NECOS provides all customary day-to-day operations and maintenance services. NECOS must provide each Canadian Project Entity for its review a proposed annual budget prior to the beginning of each operating year, which budget will be agreed upon between NECOS and the applicable Canadian Project Entity. The Canadian O&M Agreement for each of Moore and Sombra has a term of 25 years and the Canadian O&M Agreement for each of Summerhaven, Conestogo and Bluewater has a term of 20 years. The initial term for each Canadian O&M Agreement will be automatically extended for an additional five-year period unless the applicable Canadian Project Entity provides prior notice to NECOS that it does not wish the term to be extended. Each Canadian Project Entity or NECOS may terminate the applicable Canadian O&M Agreement if there is a material default by the other party that is not cured during the applicable cure period. In addition, each Canadian O&M Agreement contains customary termination provisions.

In consideration for the performance of operations and maintenance services, NECOS will receive an annual fee, paid in monthly installments, as full compensation for all costs NECOS incurs in supporting the project (other than reimbursable costs). The annual fee was CAD $1,250 for NEP’s Canadian wind and solar projects, respectively, for each MW of nameplate capacity for the first year of the term of the applicable Canadian O&M Agreement and is adjusted annually based on Canada’s Consumer Price Index. In addition to the fixed annual fee, NECOS is entitled to be reimbursed for those reasonable and actual direct costs that are incurred by NECOS in the performance of its duties. The aforementioned costs are reimbursable to the extent set forth in an annual budget approved by the applicable Canadian Project Entity and NECOS or otherwise approved by the Canadian Project Entity prior to the incurrence of such costs. For the years ended December 31, 2014, 2013 and 2012, NECOS received a total of approximately $256,000, $142,000 and $25,000, respectively, in compensation under the Canadian O&M Agreements.

Administrative Services Agreements

Affiliates of NEER and certain of NEP’s subsidiaries have entered into ASAs, pursuant to which such NEER affiliates provide administrative services to the projects in NEP’s portfolio. A brief description of such ASAs is provided below.

U.S. Projects

Each of the U.S. Project Entities, Canyon Wind, Mountain Prairie and Genesis Solar Funding, LLC entered into an ASA (the U.S. Project ASAs) with NEER. Pursuant to the U.S. Project ASAs, NEER provides customary administrative services for the projects. Each of the U.S. Project ASAs, except the U.S. Project ASA for each of Genesis Solar, LLC and Genesis Solar Funding LLC, has a term of 20 years, which will be extended for additional five-year periods, unless the applicable U.S. Project Entity or Canyon Wind or Mountain Prairie, as applicable, informs NEER in writing that it does not intend to extend the term of the agreement. The U.S.

Table of Contents

Project ASA for each of Genesis Solar, LLC and Genesis Solar Funding, LLC has a term of 25 years, which will be extended for an additional five-year period, unless Genesis Solar, LLC or Genesis Solar Funding LLC, respectively, informs NEER in writing that it does not intend to extend the term of the agreement. Each U.S. Project ASA contains customary termination provisions.

In consideration for the performance of the services, NEER will receive an annual fee, which will be the full and complete compensation for all costs incurred by NEER in performing administrative services, except for all out of pocket expenses for which NEER is entitled to reimbursement from the U.S. Project Entity or Canyon Wind, Mountain Prairie or Genesis Solar Funding, LLC. The effective date and annual fee payable under each of the U.S. Project ASAs in 2014 was:



Party	Date of Agreement	Annual Fee
Genesis Solar, LLC	August 22, 2011	$	125,000
Elk City Wind, LLC	May 21, 2009, and amended as of February 22, 2010	$	122,000
Northern Colorado Wind Energy, LLC	April 10, 2009	$	120,000
Perrin Ranch Wind, LLC	August 23, 2012, with an effective date of June 29, 2012	$	128,000
Tuscola Bay Wind, LLC	August 23, 2012	$	128,000
Canyon Wind	August 23, 2012	$	128,000
Mountain Prairie Wind	February 22, 2010	$	125,000
Genesis Solar Funding, LLC	June 13, 2014	$	1
Palo Duro Wind Energy, LLC	October 28, 2014	$	125,000

These amounts are adjusted annually based on the U.S. CPI in each case. For the years ended December 31, 2014, 2013 and 2012, NEER received a total of approximately $836,000, $818,000 and $488,000, respectively, in compensation under the U.S. Project ASAs, which includes payments in respect of administrative fees and reimbursement for expenses.

Canadian Projects

Other than the Bluewater Project Entity, each of the Canadian Project Entities, St. Clair Holding and Trillium entered into an ASA with NEEC as of the following applicable date, which was subsequently assigned by NEEC to NECOS in May 2014, and the Bluewater Project Entity entered into an ASA with NECOS (the Canadian ASAs). Pursuant to the Canadian ASAs, NECOS provides customary administrative services for the projects. In June 2014, St. Clair LP was added as a party to the ASA with respect to St. Clair Holding and will receive administrative services from NECOS on the same terms and conditions pursuant to which St. Clair Holding receives administrative services from NECOS thereunder. Each of the Canadian ASAs has a term of 20 years, which may be automatically extended for additional five-year periods, unless the Canadian Project Entity, the St. Clair Entities, or Trillium, as the case may be, informs NECOS in writing that it does not intend to extend the term of the agreement. Each Canadian ASA contains customary termination provisions.

In consideration for the performance of the services, NECOS will receive an annual fee, which will be the full and complete compensation for all costs incurred by NECOS in performing administrative services, except for all out of pocket expenses for which NECOS is entitled to reimbursement from the Canadian Project Entity, the St. Clair Entities and Trillium. The annual fee payable under each of the Canadian ASAs is:



Party	Date of Agreement	Annual Fee
Summerhaven Project Entity	September 13, 2013	CAD $150,000
Conestogo Project Entity	September 13, 2013	CAD $150,000
Moore Project Entity	April 27, 2012	CAD $125,000
Sombra Project Entity	April 27, 2012	CAD $125,000
St. Clair Entities	April 27, 2012 (St. Clair LP was added as a party on June 13, 2014)	CAD $125,000
Trillium	December 12, 2013	CAD $150,000
Bluewater Project Entity	June 10, 2014	CAD $125,000

For the years ended December 31, 2014, 2013 and 2012, NEEC received a total of approximately $684,000, $614,000 and $232,000, respectively, in compensation under the Canadian ASAs, which includes payments in respect of administrative fees and reimbursement for expenses.

Shared Facilities Agreements

Northern Colorado

Northern Colorado Wind Energy, LLC entered into an Amended and Restated Shared Facilities Agreement (the Northern Colorado SFA) dated March 11, 2010, with PLI, Logan Wind and Peetz Table. PLI, Logan Wind and Peetz Table are each indirect subsidiaries of NEE. The Northern Colorado SFA will continue in effect until terminated by mutual agreement of the parties or without further

Table of Contents

action by any party on the date that all parties or their successors and assigns permanently cease operation of the applicable projects for the production or transmission of energy. Northern Colorado Wind Energy, LLC is granted the right to access and use certain shared transmission facilities. Such right of access and use may be restricted or suspended if a force majeure event occurs that prevents a party from fulfilling its obligations (other than payment obligations) under the Northern Colorado SFA or a material breach occurs that is not cured within 30 days after the breaching party receives notice from any other party of such breach. If the membership interests of Peetz Table, Logan, Northern Colorado Wind Energy, LLC and PLI are not at least 50% beneficially owned by the same indirect or direct parent, the parties are required to (1) negotiate and implement a mutually acceptable ownership structure for the shared facilities that allows for the common ownership of such facilities; and (2) execute a mutually agreeable agreement that recognizes such common ownership and satisfies any applicable regulatory requirements. If a change in law or regulations necessitates an amendment of the Northern Colorado SFA, the parties are required to negotiate a mutually agreeable amendment.

The costs and expenses incurred in the operation and maintenance of the shared facilities are shared equally among Peetz Table, Logan, Northern Colorado Wind Energy, LLC and PLI. Northern Colorado Wind Energy, LLC is not required to pay any fees in addition to such costs and expenses. For the years ended December 31, 2014, 2013 and 2012, Northern Colorado Wind’s share of such costs and expenses was approximately $70,000, $71,000 and $103,000, respectively.

Genesis

Genesis Solar, LLC entered into a Shared Facilities Agreement (the Genesis SFA), dated August 12, 2011, with NextEra Desert Center Blythe, LLC and McCoy Solar, LLC, each of which is an indirect subsidiary of NEE. The Genesis SFA will continue in effect until terminated. Genesis Solar, LLC is granted the right to access and use certain shared transmission facilities. Such right of access and use may be restricted or suspended if a force majeure event occurs that prevents a party from fulfilling its obligations (other than payment obligations) under the Genesis SFA or a material breach occurs that is not cured within 30 days after the breaching party receives notice from any other party of such breach. If a change in law or regulations necessitates an amendment of the Genesis SFA, to satisfy any regulatory requirements, the parties are required to negotiate a mutually agreeable amendment.

The costs of operating and maintaining the Genesis shared facilities are shared equally between Genesis Solar, LLC and McCoy Solar, LLC, each of which owns a fifty percent membership interest in the entity that owns the shared facilities (NextEra Desert Center Blythe, LLC). Each of Genesis Solar, LLC and McCoy Solar, LLC is liable for its respective costs. Genesis share of such costs and expenses under the Genesis SFA was less than $1 million for the years ended December 31, 2014 and 2013. There were no costs incurred in 2012.

Bluewater

The Bluewater Project Entity entered into a Shared Facilities Agreement (the Bluewater SFA), dated June 10, 2014, with Goshen Wind, LP, an indirect subsidiary of NEE. The Bluewater SFA will continue in effect until terminated. Goshen Wind, LP is granted the right to access and use the operations and maintenance building and warehouse leased by the Bluewater Project Entity for Bluewater and certain equipment owned or used by the Bluewater Project Entity. The right of access to and use of such building and equipment is granted to the extent Goshen Wind, LP’s access and use do not (i) limit in any material respect the Bluewater Project Entity’s ability to perform its obligations under any agreement it has entered into or (ii) adversely affect the operations or profitability of the Bluewater Project Entity in any material respect. If the membership interests of the Bluewater Project Entity and Goshen Wind, LP are not at least 50% beneficially owned by the same indirect or direct parent, the parties are required to negotiate and implement a mutually acceptable ownership structure for the shared facilities that allows for the common ownership of such facilities; and execute a mutually agreeable agreement that recognizes such common ownership. If a change in law or regulations necessitates an amendment of the Bluewater SFA, to satisfy any regulatory requirements, the parties are required to negotiate a mutually agreeable amendment.

Forty percent of the costs of operating and maintaining the shared facilities are allocated to the Bluewater Project Entity and 60% of such costs are allocated to Goshen Wind, LP. For the year ended December 31, 2014, Bluewater's share of such cost was less than $1 million. For the years ended December 31, 2013 and 2012, Bluewater did not have any costs operating, maintaining and insuring the shared facilities.

Palo Duro

Palo Duro Wind Energy, LLC entered into an Amended and Restated Shared Facilities Agreement (the Palo Duro SFA) dated October 21, 2014, with Palo Duro Wind Interconnection Services, LLC and Palo Duro Wind Energy II, LLC. Palo Duro Wind Energy II, LLC is an indirect subsidiary of NEE. Palo Duro Wind Energy, LLC and Palo Duro Wind Energy II, LLC own 88% and 12%, respectively of the membership interest in Palo Duro Wind Interconnection Services, LLC. The Palo Duro SFA will continue in effect until terminated by mutual agreement of the parties or without further action by any party on the date that all parties or their successors and assigns permanently cease operation of the applicable projects for the production or transmission of energy. Palo Duro Wind Energy, LLC is granted the right to access and use certain shared transmission facilities.

A party’s right of access and use may be restricted or suspended if a force majeure event occurs that prevents a party from fulfilling its obligations (other than payment obligations) under the Palo Duro SFA or a material breach occurs that is not cured within 30

Table of Contents

days after the breaching party receives notice from any other party of such breach. If a change in law or regulations necessitates an amendment of the Palo Duro SFA, the parties are required to negotiate a mutually agreeable amendment.

The costs and expenses of the operation and maintenance of the shared facilities are allocated 100% to Palo Duro Wind Energy, LLC until such time as the project owned by Palo Duro Wind Energy II, LLC is energized, and on an 88% / 12% basis thereafter.

Transmission Services Agreement

Northern Colorado Wind Energy, LLC entered into an Amended and Restated Transmission Services Agreement dated January 18, 2010 (the Northern Colorado TSA), with PLI. The Northern Colorado TSA will continue in effect until December 31, 2032 and will be automatically extended for successive one-year periods unless Northern Colorado Wind Energy, LLC provides prior notice to PLI that it does not wish the term to be automatically extended. Pursuant to the agreement, PLI provides transmission service for Northern Colorado from PLI’s transmission line to the PSCo transmission system. Northern Colorado Wind Energy, LLC pays PLI a monthly transmission service charge to compensate PLI for operating and maintaining the transmission line. Northern Colorado Wind Energy, LLC also reimburses PLI for any sales or use taxes payable by PLI with respect to the transmission services performed under the Northern Colorado TSA. For the years ended December 31, 2014, 2013 and 2012, PLI received a total of approximately $2.1 million, $2.1 million and $2.3 million, respectively, in compensation under the Northern Colorado TSA.

Either party to the Northern Colorado TSA may terminate the Northern Colorado TSA upon the other party’s payment default or failure to perform any other material term in the Northern Colorado TSA that is not cured during the applicable cure period and the later of: (i) after notice is given; or (ii) filing with FERC of a notice of termination.

New Project Adverse Effect Agreement

Perrin Ranch Wind, LLC and Tuscola Bay Wind, LLC each entered into a New NextEra Energy Resources Project Adverse Effect Agreement, dated September 27, 2012, with NEER (collectively, the “Adverse Effect Agreements). Under the Adverse Effect Agreements, each of Perrin Ranch Wind, LLC and Tuscola Bay Wind, LLC agrees that NEER or any of NEER’s affiliates may construct a new wind farm or expand an existing wind farm (i) located within 2.5 miles of any of its project’s wind turbines; or (ii) which has the right to use any transmission, interconnection or other facilities of its project (a “New NextEra Project), provided that if it is determined by a curtailment consultant that such New NextEra Project will have a detrimental effect on Perrin Ranch or Tuscola Bay, as applicable, upon the commencement of operations of such New NextEra Project, the New NextEra Project will agree to be curtailed prior to any required curtailment of Perrin Ranch or Tuscola Bay, as applicable. NEER has also agreed that prior to the transfer to a non-affiliate of any direct or indirect interest in an affiliate of NEER that has the right to construct a New NextEra Project, the non-affiliate will be required to become a party to the applicable Adverse Effect Agreement.

Genesis Technical Support and Services Agreement

Genesis Solar, LLC entered into a Technical Support and Services Agreement, dated August 22, 2011, with NEER (the Genesis Technical Support and Services Agreement). The agreement may be terminated by either party at any time by giving the other party prior written notice of the effective date of the termination. Pursuant to the agreement, NEER arranges for the provision of services performed by third parties; pays for other incidental expenses incurred in connection with the provision of services, for which expenses it is reimbursed; provides project siting and development services; provides engineering services; and provides construction and construction management services. NEER is reimbursed for the actual cost of all third party and other services provided. For the years ended December 31, 2014, 2013 and 2012, the amount paid to NEER under the Genesis Technical Support and Services Agreement was $49 million, $214 million and $105 million, respectively, consisting of reimbursements for third-party expenses and the cost of services provided.

Cash Sweep and Credit Support Agreement

NEER and certain of its affiliates have provided credit support (letters of credit and guarantees) to, among other persons, Energy Sale Counterparties, interconnection providers, permitting authorities and lenders to NEP’s subsidiaries to satisfy contractual and permit obligations of NEP’s subsidiaries, to substitute for cash reserves they are required to maintain and to facilitate NEE’s cash management practices. NEP OpCo has entered into the CSCS agreement with NEER, under which:

•

NEER provides certain existing limited credit support on behalf of NEP’s subsidiaries for the projects in its portfolio and, upon NEP OpCo’s request and at NEER’s option, may agree to provide credit support on behalf of any projects NEP may acquire in the future on similar terms, and NEP OpCo will reimburse NEER to the extent NEER or its affiliates are required to make payments under such credit support or to post cash collateral, subject to certain exceptions; and

•

when the projects in NEP’s portfolio receive revenues or when NEP OpCo receives distributions from NEP’s subsidiaries, NEER or one of its affiliates borrow excess funds from NEP’s subsidiaries, including NEP OpCo, and hold them in an account of NEER or one of its affiliates for the benefit of NEER and its affiliates until such funds are required to fund distributions or pay NEP’s subsidiaries’ expenses or NEP OpCo otherwise demands the returns of such funds.

NEP OpCo pays NEER an annual credit support fee that is based on NEE’s borrowing costs and that initially is projected to be approximately $1.8 million, subject to adjustment. The fee is calculated as a fixed percentage of the aggregate amount of continuing

Table of Contents

credit support provided by NEER or its affiliates to NEP’s subsidiaries, excluding credit support for which NEP’s subsidiaries do not have reimbursement obligations as described above. If the aggregate amount of such credit support by NEER or its affiliates increases or decreases, the credit support fee will be adjusted accordingly as determined in good faith by NEER. The credit support fee under the CSCS agreement is an operating expenditure and, therefore, reduces the cash available for distribution to its unitholders, including NEP, in accordance with NEP OpCo’s partnership agreement.

The term of the CSCS agreement is ten years and will automatically renew for successive five-year periods unless NEP OpCo or NEER provides written notice that it does not wish for the agreement to be renewed. However, in certain limited circumstances NEP OpCo is permitted to terminate the CSCS agreement prior to the expiration of its term upon 90 days’ prior written notice of termination to NEER. In certain limited circumstances, NEER is permitted to terminate the CSCS agreement upon 180 days’ prior written notice of termination to NEP.

ROFO Agreement

Under the ROFO Agreement, NEER has granted NEP OpCo and its affiliates a right of first offer on any proposed sale of any of the NEER ROFO Projects for a period of six years from June 30, 2014. This right of first offer does not apply to a merger of NEER with or into, or sale of substantially all of NEER’s assets to, an unaffiliated third party, any sale of any NEER ROFO Project following which NEER continues to hold directly or indirectly 100% of the ownership interests in and maintains control over such NEER ROFO Project or any sale of NEE Equity’s or its affiliates’ direct or indirect interests in NEP OpCo. However, NEER is not obligated to sell the NEER ROFO Projects and, therefore, NEP does not know when, if ever, these projects will be offered to NEP OpCo. Even if an offer is made to NEP OpCo, NEP OpCo and NEER may not reach an agreement on the terms for the sale of the applicable NEER ROFO Project.

Licensing Agreements

Under the U.S. Licensing Agreement, NEE has granted to NEP a limited, personal, non-exclusive, non-transferable, non-assignable license to use the names “NextEra” and “NextEra Energy” in the U.S. Under the Canadian Licensing Agreement, NECIP will grant to NEEC a limited, personal, non-exclusive, non-transferable, non-assignable license to use the names “NextEra” and “NextEra Energy” in Canada. Other than under these limited licenses, neither NEP nor NEEC nor any of their respective subsidiaries will have a legal right to use such names. The Licensing Agreements can be amended only by written agreement of all parties to such agreements.

Registration Rights Agreement

NEP has entered into a registration rights agreement with NEE and certain of its affiliates, including NEE Equity, under which NEE and its affiliates will be entitled to demand registration rights, including the right to demand that a shelf registration statement be filed, and “piggyback” registration rights, for NEP’s common units that it owns or acquires, including through the exchange of NEE Equity’s common units of NEP OpCo for NEP’s common units in accordance with the Exchange Agreement.

Exchange Agreement

NEP entered into the Exchange Agreement with NEP OpCo and NEE Equity, under which NEE Equity can tender NEP OpCo units for redemption to NEP OpCo after the expiration of the purchase price adjustment period. NEE Equity has the right to receive, at its election, either common units of NEP or a cash amount equal to the net proceeds from the sale by NEP of an equivalent number of NEP’s common units issued to fund such redemption; provided that NEP OpCo will only be required to pay the cash amount to the extent it has received corresponding capital contributions from NEP, although the Exchange Agreement does not require NEP to make such capital contributions. In addition, NEP has the right but not the obligation, to directly purchase such tendered common units for, subject to the approval of NEP’s conflicts committee, cash or NEP’s common units. The Exchange Agreement also provides that, subject to certain exceptions, NEE Equity does not have the right to exchange its NEP OpCo units if NEP OpCo or NEP determines that such exchange would be prohibited by law or regulation or would violate other agreements to which NEP may be subject, and NEP OpCo and NEP may impose additional restrictions on exchange that either party determines necessary or advisable so that NEP are not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

If NEE Equity elects to receive NEP’s common units in exchange for NEE Equity’s tendered NEP OpCo units, the exchange will be on a one-for-one basis, subject to adjustment in the event of splits or combinations of units, distributions of warrants or other unit purchase rights, specified extraordinary distributions and similar events. If NEE Equity elects to receive cash in exchange for NEE Equity’s tendered NEP OpCo units, or if NEP exercises its right to purchase tendered NEP OpCo units for cash, the amount of cash payable will be based on the net proceeds received by NEP in a sale of an equivalent number of NEP’s common units.

Purchase Agreement

NEP entered into the purchase agreement with NEE Equity, under which NEP used $288.3 million of the proceeds of its initial public offering to purchase 12,291,593 of NEP OpCo’s common units from NEE Equity. The purchase agreement provides for certain payments to NEP in quarters in which NEP OpCo does not make distributions on its common units at least equal to the minimum quarterly distribution until certain conditions are satisfied as set forth in the purchase agreement. The aggregate amount of such

Table of Contents

payments cannot exceed the product of the number of NEP OpCo common units NEP purchased from NEE Equity under the purchase agreement multiplied by the initial public offering price.

Palo Duro Acquisition

On January 9, 2015, Palo Duro Wind Portfolio, LLC (Palo Duro), an indirect wholly-owned subsidiary of NEP OpCo, completed its acquisition of 100% of the membership interests of Palo Duro Wind Project Holdings, LLC, which indirectly owns the Palo Duro wind facility, an approximately 250 MW wind generating facility located in Hansford and Ochiltree Counties, Texas, from Palo Duro Wind Holdings SellCo, LLC, an indirect wholly-owned subsidiary of NEE, pursuant to a purchase and sale agreement dated October 30, 2014. In exchange for the Palo Duro Wind Facility, Palo Duro paid a total purchase price of approximately $228 million in cash consideration, excluding post-closing working capital and other adjustments, and assumed a differential membership liability of approximately $248 million. The cash purchase price was funded with cash on hand and a draw by NextEra Energy US Partners Holdings, LLC on its existing revolving credit facility.

Shafter Acquisition

On October 30, 2014, Shafter Solar Holdings, LLC, an indirect wholly-owned subsidiary of NEP OpCo, entered into a purchase and sale agreement with Shafter Solar SellCo, LLC, an indirect wholly-owned subsidiary of NEER. Pursuant to the terms of the agreement, Shafter Solar Holdings, LLC agreed to acquire 100% of the membership interests of Shafter Solar, LLC, which owns the development rights and facilities under construction of an approximately 20 MW solar generating facility located in Shafter, California for approximately $64 million, subject to customary working capital and other adjustments. Shafter Solar Holdings, LLC expects the transaction to close in the first quarter of 2015, and intends to fund the purchase price through a combination of cash on hand and a draw by NextEra Energy US Partners Holdings, LLC on the existing revolving credit facility.

Procedures for Review, Approval and Ratification of Related-Person Transactions

The conflicts committee of NEP GP’s board of directors reviews and approves related person transactions to the extent required by the NEP limited partnership agreement or to the extent that NEP GP’s board of directors seeks the approval of the conflicts committee.

The management of NEP GP is charged with primary responsibility for determining whether, based on the facts and circumstances, a proposed transaction is a related person transaction. For the purposes of this determination, (1) a related person includes any director or executive officer of NEP GP, any nominee for director of NEP GP, any unitholder known to NEP to be the beneficial owner of more than 5% of any class of NEP’s voting securities, and any immediate family member of any such person and (2) a related person transaction includes any transaction, since the beginning of NEP’s last fiscal year, or any currently proposed transaction, in which NEP was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

If, after weighing all of the facts and circumstances, management determines that a proposed transaction is a related person transaction, management must present the proposed transaction to NEP GP’s board of directors for review or, if impracticable under the circumstances, to the chairman of the board. The board of directors must then either approve or reject the transaction. NEP GP’s board of directors may, but is not required to, seek the approval of the conflicts committee for the resolution of any related person transaction.

In addition, certain transactions must be referred to the conflicts committee pursuant to the terms of NEP’s limited partnership agreement and the conflict committee’s charter. The conflicts committee charter is available on NEP’s web site.

Director Independence

The NYSE does not require a listed publicly traded limited partnership, such as NEP, to have a majority of independent directors on the board of directors of NEP GP. For a discussion of the independence of the members of the board of directors of NEP GP, please see Item 10 - Directors, Executive Officers and Corporate Governance-Management of NEP.

Table of Contents

Item 14. Principal Accounting Fees and Services

The following table presents fees billed for professional services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, Deloitte & Touche), for the fiscal year ended December 31, 2014.



	2014
Audit Fees ^(a)	$	1,078,500
Audit-Related Fees ^(b)	381,500
Tax Fees	—
All Other Fees	—
Total Fees	$	1,460,000

______________________


(a)	Audit fees consist of fees billed for professional services rendered for the audit of NEP's annual consolidated financial statements for the fiscal year and the reviews of the financial statements included in Quarterly Reports on Form 10-Q during the fiscal year.


(b)	Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of NEP's consolidated financial statements and are not reported under audit fees. These fees primarily related to audits of subsidiary (non-SEC registrant) financial statements and internal control reviews.

In accordance with the requirements of the Sarbanes-Oxley Act of 2002, the audit committee charter and the audit committee’s pre-approval policy for services provided by the independent registered public accounting firm, all services performed by Deloitte & Touche are approved in advance by the audit committee. Audit and audit-related services specifically identified in an appendix to the pre-approval policy for which the fee is expected to be $250,000 or less are pre-approved by the audit committee each year. This pre-approval allows management to obtain the specified audit and audit-related services on an as-needed basis during the year, provided any such services are reviewed with the audit committee at its next regularly scheduled meeting. Any audit or audit-related service for which the fee is expected to exceed $250,000, or that involves a service not listed on the pre-approval list, must be specifically approved by the audit committee prior to commencement of such service. In addition, the audit committee approves all services other than audit and audit-related services performed by Deloitte & Touche in advance of the commencement of such work. The audit committee has delegated to the chair of the committee the right to approve audit, audit-related, tax and other services, within certain limitations, between meetings of the audit committee, provided any such decision is presented to the audit committee at its next regularly scheduled meeting.

The audit committee has determined that the non-audit services provided by Deloitte & Touche during 2014 were compatible with maintaining that firm’s independence.

NO INCORPORATION BY REFERENCE

In NEP’s filings with the SEC, information is sometimes “incorporated by reference.” This means that NEP is referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC rules, the “Compensation Committee Report” contained in this Annual Report on Form 10-K specifically is not incorporated by reference into any other filings with the SEC. In addition, this Annual Report on Form 10-K includes website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Annual Report on Form 10-K.

PART IV

Item 15. Exhibits, Financial Statement Schedules



			Page(s)
(a)	1.	Financial Statements
		Report of Independent Registered Public Accounting Firm	49
		Consolidated Statements of Income	50
		Consolidated Statements of Comprehensive Income	51
		Consolidated Balance Sheets	52
		Consolidated Statements of Changes in Equity	53
		Consolidated Statements of Cash Flows	54
		Notes to Consolidated Financial Statements	55-68

	2.	Financial Statement Schedules - Schedules are omitted as not applicable or not required.

	3.	Exhibits (including those incorporated by reference)

Table of Contents



Exhibit Number		Description
2.1		Purchase and Sale Agreement by and between Palo Duro Wind Holdings SellCo, LLC and Palo Duro Wind Portfolio, LLC, dated as of October 30, 2014
3.1*		First Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of July 1, 2014 (filed as Exhibit 3.1 to Form 8‑K dated July 1, 2014, File No. 1-36518)
3.2*		First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of July 1, 2014 (filed as Exhibit 3.2 to Form 8‑K dated July 1, 2014, File No. 1-36518)
3.3		Certificate of Limited Partnership of NextEra Energy Partners, LP
3.4		Certificate of Limited Partnership of NextEra Energy Operating Partners, LP
3.5		Certificate of Incorporation of NextEra Energy Partners GP, Inc.
3.6		Bylaws of NextEra Energy Partners GP, Inc.
10.1*		Management Services Agreement by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners GP, LLC, NextEra Energy Operating Partners, LP, and NextEra Energy Management Partners, LP, dated as of July 1, 2014 (filed as Exhibit 10.1 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.2*		Right of First Offer Agreement by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of July 1, 2014 (filed as Exhibit 10.2 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.3*		Purchase Agreement by and between NextEra Energy Equity Partners, LP and NextEra Energy Partners, LP, dated as of July 1, 2014 (filed as Exhibit 10.3 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.4*		Equity Purchase Agreement by and between NextEra Energy Operating Partners, LP and NextEra Energy Partners, LP, dated as of July 1, 2014 (filed as Exhibit 10.4 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.5*		Exchange Agreement by and among NextEra Energy Equity Partners, LP, NextEra Energy Operating Partners, LP, NextEra Energy Partners GP, Inc. and NextEra Energy Partners, LP dated as of July 1, 2014 (filed as Exhibit 10.5 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.6*		Registration Rights Agreement by and between NextEra Energy Partners, LP and NextEra Energy, Inc., dated as of July 1, 2014 (filed as Exhibit 10.6 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.7*		Revolving Credit Agreement by and between NextEra Energy Canada Partners Holdings, ULC, NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A. (Canada Branch), as Canadian agent for the lenders and the lenders party thereto, dated as of July 1, 2014 (filed as Exhibit 10.7 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.7(a)		First Amendment to Revolving Credit Agreement by and between NextEra Energy Canada Partners Holdings, ULC, NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A. (Canada Branch), as Canadian agent for the lenders and the lenders party thereto, dated as of December 11, 2014
10.8*		NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.8 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.9*		Cash Sweep and Credit Support Agreement by and between NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of July 1, 2014 (filed as Exhibit 10.9 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.10		Form of NextEra Energy Partners, GP, Inc. Indemnity Agreement
21		Subsidiaries of NextEra Energy Partners, LP
23		Consent of Independent Registered Public Accounting Firm
31(a)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy Partners GP, Inc.
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy Partners GP, Inc.
32		Section 1350 Certification of NextEra Energy Partners, LP
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.PRE		XBRL Presentation Linkbase Document
101.CAL		XBRL Calculation Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.DEF		XBRL Definition Linkbase Document

____________________


*	Incorporated herein by reference.

NEP agrees to furnish to the SEC upon request any instrument with respect to long-term debt that NEP has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

Table of Contents

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: February 20, 2015



NEXTERA ENERGY PARTNERS, LP
(Registrant)

By:	NextEra Energy Partners GP, Inc., its general partner


JAMES L. ROBO
James L. Robo Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities with NextEra Energy Partners GP, Inc. and on the date indicated.

Signature and Title as of February 20, 2015 :



SUSAN DAVENPORT AUSTIN		MARK E. HICKSON
Susan Davenport Austin Director		Mark E. Hickson Senior Vice President, Strategy and Corporate Development and Director



ROBERT BYRNE		PETER H. KIND
Robert Byrne Director		Peter H. Kind Director



MORAY P. DEWHURST		ARMANDO PIMENTEL, JR.
Moray P. Dewhurst Chief Financial Officer and Director (Principal Financial Officer)		Armando Pimentel, Jr. President and Director
CHRIS N. FROGGATT		CHARLES E. SIEVING
Chris N. Froggatt Controller and Chief Accounting Officer (Principal Accounting Officer)		Charles E. Sieving General Counsel and Director

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

by and between

Palo Duro Wind Holdings SellCo, LLC

as Seller,

and

Palo Duro Wind Portfolio, LLC

as Purchaser

dated as of October 30, 2014



TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
Section 1.1	Definitions	1
Section 1.2	Rules of Construction.	1
ARTICLE II PURCHASE AND SALE		2
Section 2.1	Purchase and Sale	2
Section 2.2	Purchase Price	3
Section 2.3	Allocation of Purchase Price	3
ARTICLE III CLOSING AND CLOSING CONDITIONS		3
Section 3.1	Closing	3
Section 3.2	Closing Deliveries by Seller	4
Section 3.3	Closing Deliveries by Purchaser	4
Section 3.4	Conditions Precedent to the Obligations of Purchaser and Seller	4
Section 3.5	Conditions Precedent to the Obligations of Seller	5
Section 3.6	Conditions Precedent to the Obligations of Purchaser	6
Section 3.7	Frustration of Closing Conditions	6
ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING SELLER		7
Section 4.1	Organization	7
Section 4.2	Authority; Enforceability	7
Section 4.3	The Interest	7
Section 4.4	No Conflicts; Consents and Approvals	7
Section 4.5	Brokers	8
ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES		8
Section 5.1	Organization	8
Section 5.2	Capitalization.	8
Section 5.3	No Conflicts; Consents and Approval	9
Section 5.4	Business	9
Section 5.5	Bank Accounts	9
Section 5.6	Legal Proceedings	9
Section 5.7	Compliance with Laws and Orders	10
Section 5.8	Liabilities	10
Section 5.9	Taxes	10
Section 5.10	Regulatory Status	11
Section 5.11	Contracts	11
Section 5.12	Real Property	12
Section 5.13	Permits	14
Section 5.14	Environmental Matters	14
Section 5.15	Intellectual Property	15
Section 5.16	Brokers	16
Section 5.17	Employee Matters	16
Section 5.18	Employee Benefits	16



Section 5.19	Financial Statements	16
Section 5.20	Absence of Certain Changes	16
Section 5.21	Insurance	16
Section 5.22	Permitted Financing	16
Section 5.23	Projections	16
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER		17
Section 6.1	Organization	17
Section 6.2	Authority	17
Section 6.3	No Conflicts; Consents and Approvals	17
Section 6.4	Brokers	17
Section 6.5	Acquisition as Investment	18
Section 6.6	Opportunity for Independent Investigation; No Other Representations	18
Section 6.7	Legal Proceedings	18
Section 6.8	Compliance with Laws and Orders	18
ARTICLE VII COVENANTS AND AGREEMENTS		18
Section 7.1	Regulatory and Other Approvals	18
Section 7.2	Access of Purchaser	19
Section 7.3	Certain Restrictions	19
Section 7.4	Spare Parts	21
Section 7.5	Casualty	21
Section 7.6	Condemnation	21
Section 7.7	Updating	22
Section 7.8	Announcements	23
Section 7.9	Post-Closing Books and Records	23
Section 7.10	Further Assurances	23
Section 7.11	Distributions	23
Section 7.12	Excluded Items	23
ARTICLE VIII TERMINATION		24
Section 8.1	Termination of Agreement	24
Section 8.2	Effect of Termination.	25
ARTICLE IX TAXES		26
Section 9.1	Transfer Taxes	26
Section 9.2	Tax Matters	26
Section 9.3	Treatment of Payments	29
ARTICLE X INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS		29
Section 10.1	Indemnification.	29
Section 10.2	Limitations of Liability.	29
Section 10.3	Notice; Duty to Mitigate.	31
Section 10.4	Indirect Claims	31
Section 10.5	Waiver of Other Representations	32
Section 10.6	Environmental Waiver and Release	32
Section 10.7	Waiver of Remedies.	33



Section 10.8	Indemnification Procedures.	33
Section 10.9	Access to Information	35
ARTICLE XI CONFIDENTIALITY		35
Section 11.1	Pre-Closing Confidential Information	35
Section 11.2	Post-Closing Seller Confidential Information.	36
Section 11.3	Post-Closing Purchaser Confidential Information.	37
Section 11.4	Limitations on Confidential Information.	37
ARTICLE XII MISCELLANEOUS		39
Section 12.1	Notices	39
Section 12.2	Remedies.	40
Section 12.3	Entire Agreement	40
Section 12.4	Expenses	41
Section 12.5	Schedules	41
Section 12.6	Nature of Representations and Warranties	41
Section 12.7	Waiver	41
Section 12.8	Amendment	41
Section 12.9	No Third Party Beneficiary	42
Section 12.10	Assignment; Binding Effect	42
Section 12.11	Headings	42
Section 12.12	Invalid Provisions	42
Section 12.13	Counterparts; Facsimile	42
Section 12.14	Governing Law; Waiver of Jury Trial; Service of Process	42
Section 12.15	Alternative Dispute Resolution	43

iii



EXHIBITS
Exhibit A	Defined Terms
Exhibit B	Form of Assignment and Assumption Agreement
Exhibit C-1	Form of Officer’s Certificate of Seller
Exhibit C-2	Form of Officer’s Certificate of Purchaser
Exhibit D	Form of Secretary’s Certificate
Exhibit E	Form of Incumbency Certificate
Exhibit F	Form of Guaranty Agreement

ANNEXES
Annex I	Manner and Forms of Payment of Purchase Price
Annex II	Purchase Price Calculation

SCHEDULES
Schedule 5.2	Capitalization
Schedule 5.3	Company Consents
Schedule 5.4	Business
Schedule 5.5	Bank Accounts
Schedule 5.6	Legal Proceedings
Schedule 5.8	Liabilities
Schedule 5.9	Taxes
Schedule 5.10	Regulatory Status
Schedule 5.11(a)	Material Contracts
Schedule 5.11(b)	Certain Material Contracts
Schedule 5.11(c)	Material Contracts Not in Effect
Schedule 5.11(d)	Breaches under Material Contracts
Schedule 5.12(b)	Land Contracts
Schedule 5.12(d)	Unrecorded Encumbrances
Schedule 5.13	Permits
Schedule 5.14(b)	Environmental Permits
Schedule 5.14(c)	Environmental Matters – Non-Compliance
Schedule 5.14(d)	Environmental Matters – Claims
Schedule 5.14(e)	Environmental Matters – Releases of Hazardous Materials
Schedule 5.15(a)	Intellectual Property
Schedule 5.20	Absence of Certain Changes
Schedule 5.21	Insurance
Schedule 7.1	Seller Consents and Purchaser Consents
Schedule 7.3	Certain Restrictions
Schedule 7.12	Excluded Items
Schedule K	Knowledge
Schedule PE	Permitted Encumbrances

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of October 30, 2014 (the “ Effective Date ”), by and between Palo Duro Wind Holdings SellCo, LLC, a Delaware limited liability company (“ Seller ”), and Palo Duro Wind Portfolio, LLC, a Delaware limited liability company (“ Purchaser ”).

RECITALS

WHEREAS, Seller owns one hundred percent (100%) of the membership interest (the “ Interest ”) of, and is the sole member of, Palo Duro Wind Project Holdings, LLC, a Delaware limited liability company (the “ Company ”);

WHEREAS, the Company (i) currently owns one hundred percent (100%) of the membership interest of, and is the sole member of, Palo Duro Wind Energy, LLC, a Delaware limited liability company (the “ Project Company ”), and (ii) following consummation of the Permitted Financing will own one hundred percent (100%) of the Class A membership interests of, and be the sole Class A member of, the Project Company (such interests, the “ Project Company Interests ”); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, each on the terms and conditions set forth in this Agreement and the other Transaction Documents, all of the Interest.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Purchaser and Seller hereby agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions . Terms defined in the preamble, recitals or other Sections of this Agreement shall have the meanings set forth therein and the terms defined in Exhibit A shall have the meanings set forth therein.

Section 1.2 Rules of Construction.

(a) All “Article,” “Section,” “Exhibit,” “Annex” and “Schedule” references used in this Agreement are to articles, sections, exhibits, annexes and schedules to this Agreement unless otherwise specified. The Exhibits, Annexes and Schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes and references to this Agreement shall include a reference to all Exhibits, Annexes and Schedules, as the same may be amended, modified or supplemented from time to time.

(b) A term defined as one part of speech (such as a noun) shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context

of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. A term defined in the singular number shall include the correlative plural and vice versa. The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear (except where a particular section or article is specified) and unless otherwise specified, any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. All references to a particular entity shall include a reference to such entity’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement. References to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time. The word “or” will have the inclusive meaning represented by the phrase “and/or.” “Shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(c) Time is of the essence in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Relative to the determination of any period of time, “from” means “including and after,” “to” means “to but excluding” and “through” means “through and including.”

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under, and all accounting determinations hereunder shall be made in accordance with, GAAP.

(e) Any reference in this Agreement to “$” or “dollars” shall mean U.S. dollars.

(f) Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

ARTICLE II
PURCHASE AND SALE

Section 2.1 Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on the Closing Date, all of Seller’s right, title and interest in, to and under, the Interest.

Section 2.2 Purchase Price . The aggregate consideration to be paid for the purchase of the Interest shall consist of the payment of the following amounts, with such payment to be made in the manner and in the forms of payment described in Annex I :

(a) An amount equal to the Closing Purchase Price shall be paid by Purchaser to Seller on the Closing Date as provided in subparagraph 1(a) of Annex II hereof, plus

(b) the Post-Closing Working Capital Adjustment Payment as provided in subparagraph 1(f) of Annex II hereof (whether positive or negative); plus

(c) if applicable, the Completion True-Up Payment as provided in subparagraph 1(g) of Annex II hereof (whether positive or negative).

Section 2.3 Allocation of Purchase Price .

(a) Within thirty (30) days after all adjustments to the Purchase Price pursuant to Annex II have been completed, Purchaser shall deliver to Seller a schedule (the “ Purchase Price Allocation Schedule ”) prepared in accordance with Section 755 of the Code and the Treasury Regulations promulgated thereunder. Thereafter, Seller and Purchaser shall use Commercially Reasonable Efforts to agree, within thirty (30) days of Seller’s receipt of the Purchase Price Allocation Schedule, to an allocation of the Purchase Price among the assets of the Acquired Companies that is consistent with the allocation methodology provided by Section 755 of the Code and the Treasury Regulations promulgated thereunder (the “ Allocation ”). Notwithstanding the foregoing, in the event Purchaser and Seller cannot agree as to the Allocation, each Party shall be entitled to take its own position in any Tax return, Tax proceeding or audit.

(b) Seller shall cooperate with Purchaser to cause valid elections under Section 754 of the Code (and any corresponding provisions of state and local Tax law) to be in effect for the Acquired Companies for the taxable period in which Purchaser acquires the Interest.

ARTICLE III
CLOSING AND CLOSING CONDITIONS

Section 3.1 Closing . Subject to the satisfaction of the Closing Conditions, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the purchase and sale of the Interest and the consummation of the other transactions contemplated by this Agreement and the other Transaction Documents (the “ Closing ”) shall take place at the offices of Seller (or at such other place as the Parties may designate in writing) on the third (3 ^rd ) Business Day following the date on which all of the Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such Closing Conditions) or waived by the Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the Interest to be acquired by Purchaser hereunder shall be considered to have passed to Purchaser as of 12:01 a.m. Eastern Time on the Closing Date.

Section 3.2 Closing Deliveries by Seller . At the Closing, Seller shall deliver to Purchaser:

(a) an assignment and assumption agreement with respect to the Interest duly executed by Seller, substantially in the form attached hereto as Exhibit B ;

(b) a duly executed non-foreign person affidavit of Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;

(c) (i) a certificate, dated as of the Closing Date and executed by an authorized officer of Seller substantially in the form attached as Exhibit C-1 , (ii) a certificate, dated as of the Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit D , and (iii) an incumbency certificate, dated as of the Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit E ;

(d) a guaranty agreement duly executed by the Guarantor, substantially in the form attached hereto as Exhibit F (the “ Guaranty Agreement ”); and

(e) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.

Section 3.3 Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller:

(a) the Closing Purchase Price;

(b) an assignment and assumption agreement with respect to the Interest duly executed by Purchaser, substantially in the form attached hereto as Exhibit B ;

(c) (i) a certificate, dated as of the Closing Date and executed by an authorized officer of Purchaser substantially in the form attached as Exhibit C-2 , (ii) a certificate, dated as of the Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit D , and (iii) an incumbency certificate, dated as of the Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit E ; and

(d) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Purchaser at or prior to the Closing in connection with the transactions contemplated by this Agreement.

Section 3.4 Conditions Precedent to the Obligations of Purchaser and Seller . The respective obligations of each Party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law):

(a) There shall not be in effect any Law enacted, issued, entered or promulgated by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any other Transaction Document.

(b) There shall not be pending any suit, action or proceeding filed by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any other Transaction Document.

(c) All Consents or orders of, or expirations of waiting periods imposed by, any Governmental Authority, that are legally required for the consummation of the transactions contemplated by this Agreement shall have occurred or been filed or obtained and shall be in full force and effect; provided , however , that the appeal period for any approval by FERC need not have expired.

(d) The Company Consents (other than those referred to in Section 3.4(c) ) which are marked with an asterisk on Schedule 5.3 shall have been obtained and be in full force and effect.

(e) The Permitted Financing shall have been consummated.

Section 3.5 Conditions Precedent to the Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement and the other Transaction Documents are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law):

(a) The representations and warranties of Purchaser set forth in Article VI hereof (without regard to any materiality or material adverse effect qualifiers set forth therein) shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;

(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated as of the Closing Date, to the foregoing effect;

(d) Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller all of the items set forth in Section 3.3 .

Section 3.6 Conditions Precedent to the Obligations of Purchaser . The obligations of Purchaser to consummate the transactions contemplated by this Agreement and the other Transaction Documents are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law):

(a) The representations and warranties of Seller set forth in Article IV and Article V hereof (without regard to materiality and material adverse effect qualifiers set forth therein) shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date (except for such representations and warranties made as of another stated date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect;

(b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the Closing Date, to the foregoing effect;

(c) Seller shall have executed and delivered, or caused to be executed and delivered, to Purchaser all of the items set forth in Section 3.2 ;

(d) From and after the Effective Date, there shall not have occurred any Material Adverse Effect;

(e) The Project Company shall have been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect;

(f) All of the COD Conditions (as defined in the Wind Energy Purchase Agreement) shall have been satisfied, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the Closing Date, to the foregoing effect; and

(g) Seller shall have caused the Title Company to issue the Title Policy for the Property, together with any endorsements that Purchaser may reasonably request.

Section 3.7 Frustration of Closing Conditions . Neither Seller nor Purchaser may rely on the failure of any Closing Condition if such failure was caused directly or indirectly by such Person’s failure to comply with any provision of this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller, Seller hereby represents and warrants to Purchaser:

Section 4.1 Organization . Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation.

Section 4.2 Authority; Enforceability . Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to hold, sell and transfer the Interest. The execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Seller. This Agreement and the Transaction Documents to which Seller is a party have been duly and validly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 4.3 The Interest . Seller is the sole member of the Company, and holds the Interest free of all Encumbrances or restrictions on transfer other than (a) those arising under the Organizational Documents of the Company, (b) those arising under this Agreement, (c) those securing Taxes not yet due and payable, (d) those arising under any applicable securities Laws of any jurisdiction and (e) those arising under the documents entered into in connection with the Permitted Financing. Seller is the only Person with an interest in the profits, losses, distributions and capital of, or other economic interest in, the Company. The Interest is validly issued and fully paid. Seller has good and valid title to the Interest, free and clear of all Encumbrances other than as provided in the first sentence of Section 4.3 .

Section 4.4 No Conflicts; Consents and Approvals . The execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party do not, and the performance by Seller of its obligations under this Agreement and the Transaction Documents to which Seller is or will be a party will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;

(b) assuming all of the Seller Consents and Company Consents have been obtained, result in a violation or a breach of, default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Seller is a party or Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Material Adverse Effect; or

(c) assuming all of the Seller Consents and Company Consents have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Seller, except as would not have a Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 4.5 Brokers . Seller has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Purchaser or any Acquired Company could become liable or obligated.

ARTICLE V
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller, Seller hereby represents and warrants to Purchaser:

Section 5.1 Organization . Each Acquired Company is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation, and has all requisite limited liability company power and authority, as applicable, to conduct its business as it is now being conducted and to own, lease and operate its assets. Each Acquired Company is duly qualified or authorized to do business as a foreign company and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect. Prior to the Effective Date, Seller has made available to Purchaser complete and correct copies of the Organizational Documents of each Acquired Company, each as amended, restated or otherwise supplemented to the Effective Date, and such documents are in full force and effect.

Section 5.2 Capitalization.

(a) Schedule 5.2 accurately sets forth (i) the ownership structure and capitalization of each Acquired Company as of the Effective Date, and (ii) the ownership structure to be in place following the consummation of the Permitted Financing as of the Closing Date (the “ Post-Financing Ownership Structure ”). The Post-Financing Ownership Structure will be updated on Schedule 5.2 as necessary in accordance with Section 7.7(a) .

(b) Except as set forth on Schedule 5.2 , (i) there are no outstanding Equity Securities of any Acquired Company; (ii) no Acquired Company has granted to any Person any

agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Acquired Company except pursuant to the Permitted Financing; and (iii) none of the Equity Securities of any Acquired Company are subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities of any Acquired Company, other than the Organizational Documents of any Acquired Company or arising under the documents entered into in connection with the Permitted Financing.

(c) Except for the Company’s ownership of the Project Company Interests and as set forth on Schedule 5.2 , none of the Acquired Companies have subsidiaries or own Equity Interests in any Person.

Section 5.3 No Conflicts; Consents and Approval . The execution and delivery by Seller of this Agreement and the Transactions Documents to which Seller is a party do not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of any Acquired Company;

(b) assuming all of the Seller Consents and Company Consents have been obtained, result in a material violation or a material breach of, default (or give rise to any material right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any Material Contract or Permit or result in the imposition or creation of any Encumbrance (other than as set forth on Schedule 5.3 ) on any asset of any Acquired Company or on the Interest; or

(c) assuming all of the Seller Consents and Company Consents have been obtained, (i) result in a material violation or material breach of any term or provision of any Law applicable to any Acquired Company or any of its assets or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 5.4 Business . The Business of the Acquired Companies is the only business operation carried on by the Acquired Companies. Except as disclosed in Schedule 5.4 , the assets owned, leased or licensed by the Acquired Companies and the assets that the Acquired Companies otherwise have the right to use do, and immediately after the Closing, will constitute the tangible assets that are sufficient to conduct their Business as currently conducted and as conducted on the Closing Date and such assets, taken as a whole, are in good condition, normal wear and tear excepted. The Acquired Companies have good title to the assets they purport to own, free and clear of any Encumbrances (other than Permitted Encumbrances) and have valid leases, licenses or other rights to use the other assets referred to in the prior sentence, subject to the exception referred to in the prior sentence.

Section 5.5 Bank Accounts . Schedule 5.5 sets forth an accurate and complete list of the names and locations of banks, trust companies and other financial institutions at which each Acquired Company maintains accounts of any nature or safe deposit boxes and the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto.

Section 5.6 Legal Proceedings . Except as set forth on Schedule 5.6 , there is no Claim pending, or to Seller’s Knowledge, threatened against any Acquired Company that affects any Acquired Company, the Project or the assets of any Acquired Company that (a) if adversely determined would materially affect any Acquired Company, the Project or any assets of any Acquired Company or (b) seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal any of the transactions contemplated by this Agreement.

Section 5.7 Compliance with Laws and Orders . Each Acquired Company is in material compliance with all Laws and orders applicable to it; provided , however , that this Section 5.7 does not address Taxes, which are exclusively addressed by Section 5.9 ; employee matters and employee benefits, which are exclusively addressed by Sections 5.17 and 5.18 , respectively; or environmental matters, which are exclusively addressed by Section 5.14 .

Section 5.8 Liabilities . No Acquired Company has any liability or obligation that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations of the Acquired Companies (a) incurred in the Ordinary Course of Business, (b) that do not and are not individually or in the aggregate reasonably expected to have a Material Adverse Effect, (c) that constitute amounts due under the Material Contracts, or (d) as set forth in Schedule 5.8 .

Section 5.9 Taxes . Except as set forth on Schedule 5.9 : (a) all material Tax Returns that are required to be filed on or before the Closing Date by each Acquired Company have been or will have been duly and timely filed, (b) all such Tax Returns are true, correct and complete in all material respects, (c) all Taxes that are shown to be due on such Tax Returns and all other Taxes whether or not shown as due on such Tax Returns that are due and owing have been or will have been timely paid in full or have been or will be adequately reserved in accordance with GAAP, (d) all withholding Tax requirements imposed on the Acquired Companies have been satisfied in full in all material respects, except for amounts that are being contested in good faith, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (f) there are no pending or active, or to Seller’s Knowledge threatened audits or legal proceedings involving Tax matters with respect to the Acquired Companies nor has Seller been notified of any request for examination, (g) there are no liens for Taxes upon the Interests or upon any of the assets of the Acquired Companies, except for Permitted Encumbrances, (h) immediately upon Closing, none of the Acquired Companies will be a party to or will be bound by any Tax allocation or sharing agreement or Tax indemnity agreement (excluding, however, commercial agreements entered into in the Ordinary Course of Business and not primarily concerned with Taxes) pursuant to which it is liable for the Taxes of any other Person, other than any Tax allocation or sharing agreements, if any, that the Acquired Companies become subject to as a result of Purchaser’s ownership of the Company, (i) each of the Acquired Companies is, and has been since its formation, classified as either an entity disregarded as separate from its owner or

a partnership for U.S. federal income tax purposes and has no liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (j) no written claim, or to Seller’s Knowledge unwritten claim, has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded entity) may be subject to Tax by that jurisdiction; (k) neither the Acquired Companies nor the Seller, nor any Affiliate of Seller with respect to the assets or operations of an Acquired Company, is or has ever entered into or been a party to any “listed transaction”, as defined in Section 1.6011-4(b)(2) of the Treasury Regulations; and (l) none of the Acquired Companies owns an interest in real property in any state or local jurisdiction in which a Tax is imposed, or the value of the interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the interest in real property. The representations and warranties in this Section 5.9 are the sole and exclusive representations and warranties of Seller with respect to Taxes.

Section 5.10 Regulatory Status . The Project Company is an “Exempt Wholesale Generator” within the meaning of the Public Utility Holding Company Act of 2005, and has filed with FERC for authorization to charge market-based rates for sales of electric energy, capacity and ancillary services. Except as set forth on Schedule 5.10 , no consent, approval, authorization, order, filing, registration or qualification of or with FERC or any other Governmental Authority is required to be obtained with respect to (a) the execution and delivery of the Transaction Documents, or (b) the consummation of the transactions contemplated by the Transaction Documents.

Section 5.11 Contracts .

(a) Schedule 5.11(a) sets forth a list of the following Contracts to which an Acquired Company is a party or by which the Acquired Company may be bound (the “ Material Contracts ”):

(i) Contracts for the future purchase, exchange or sale of electric power or ancillary services;

(ii) Contracts for the future transmission of electric power;

(iii) interconnection Contracts;

(iv) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iii) and the Land Contracts, Contracts (A) for the sale of any asset or (B) that grant a right or option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of less than Five Hundred Thousand Dollars ($500,000);

(v) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, Contracts for the future receipt of any assets or services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract;

(vi) Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or in any geographic area;

(vii) partnership, joint venture or limited liability company agreements;

(viii) Contracts under which it has created, incurred, assumed or guaranteed any outstanding indebtedness for borrowed money or any capitalized lease obligation, or under which it has imposed a security interest on any of its assets, tangible or intangible, which security interest secures outstanding indebtedness for borrowed money;

(ix) outstanding agreements of guaranty, surety or indemnification (excluding indemnification provisions customarily included in Contracts entered into in the Ordinary Course of Business), direct or indirect, by such Acquired Company;

(x) Contracts for employment, management or consulting services providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000) and which are not cancelable by such Acquired Company on notice (and without penalty) of ninety (90) days or less;

(xi) all Contracts with respect to the purchase, issuance, transfer or Encumbrance of the membership interests of the Acquired Companies; and

(xii) all Contracts with Seller or any Affiliate of Seller, on the one hand, and any Acquired Company, on the other hand.

(b) Except as set forth on Schedule 5.11(b) , Seller has provided Purchaser with, or access to, copies of all Material Contracts.

(c) Except as set forth on Schedule 5.11(c) , each of the Material Contracts, in all material respects, is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto.

(d) Except as set forth on Schedule 5.11(d) , no Acquired Company is in breach or default in any material respect under any Material Contract, and to Seller’s Knowledge, no other party to any of the Material Contracts is in breach or default in any material respect thereunder.

Section 5.12 Real Property .

(a) The Property constitutes all the real property owned leased, licensed or subleased by any of the Acquired Companies.

(b) Each Acquired Company has good and valid fee simple title to such portions of the Property that are owned in fee simple absolute, and good and valid leasehold title to such portions of the Property that are subject to leasehold interests, easements and rights-of-way appertaining or related thereto, in each case, which is indicated on Schedule 5.12(b) as being owned or leased by such Acquired Company, as applicable, free and clear of all Encumbrances, other than Permitted Encumbrances.

(c) Part I of Schedule 5.12(b) contains a true and complete list of all Land Contracts that are included in the assets of the identified Acquired Company. Seller has provided Purchaser with, or access to, copies of all of the Land Contracts described in Part I of Schedule 5.12(b) , as well as the Proforma Policies and surveys with respect thereto and, other than as described in Part II of Schedule 5.12(b) :

(i) each of such Land Contracts is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto;

(ii) no Acquired Company is in breach or default in any material respect under any Land Contract, and to Seller’s Knowledge, no other party to any of the Land Contracts is in breach or default in any material respect thereunder; and

(iii) pursuant to the Land Contracts described in Part I of Schedule 5.12(b) , the Project Company leases or holds an easement interest, license or permit to use the Property included in the Project Site, in each case, free and clear of all Encumbrances (except for Permitted Encumbrances) created by, through or under the Project Company.

(d) Other than as described in Schedule 5.12(d) , to Seller’s Knowledge, there are no unrecorded Encumbrances affecting the Property included in the Project Site or any portion thereof other than Permitted Encumbrances.

(e) There is no Claim pending or, to Seller’s Knowledge, threatened against or involving the Property before any Governmental Authority, including any condemnation proceedings.

(f) No Acquired Company has received written notice of, nor, to Seller’s Knowledge, has there been any violation of any covenant or restriction applicable to the Property, or any part thereof, from any Governmental Authority or third party or notice of any violation of any zoning, building, fire or health code or any other Law (or alleged to be applicable) to the Property, or any part thereof.

(g) There is no pending litigation known to any Acquired Company or Seller affecting the Property, nor any eminent domain proceedings affecting or threatened against the Property, nor, to Seller’s Knowledge, has there been any occurrence that is reasonably foreseeable to result in any such litigation. Seller has no knowledge of any other such threatened litigation which might result in a judicial or equitable mortgage against the Property or which might result in a consummation of judgment against Purchaser. If any Acquired Company is served with process or receives notice that litigation may be commenced against it, Seller shall promptly notify Purchaser.

(h) Other than Permitted Encumbrances, to Seller’s Knowledge, there are no leases or licenses affecting the Property or any part thereof, and no Person has occupancy or possession of, and no Person (other than the Purchaser pursuant to this Agreement) has any right or option to purchase or acquire, the Property, or any part thereof or interest therein.

(i) No Acquired Company has entered into or made any outstanding options, rights of first offer or rights of first refusal to purchase any Land Contract, the Property or any portion thereof or interests therein, with the exception of the following with regard to the laydown yard - Repurchase Option Agreement by and between Davy L. Gurley and Vicki M. Gurley, as “Option Holder”, and Palo Duro Wind Land Holdings, LLC, as “Palo Duro”, dated as of November 6, 2013, recorded as Instrument No. 2013-104045 in the Official Public Records of Ochiltree County, Texas; amended by that certain First Amendment to Repurchase Option Agreement between Option Holder and Palo Duro, dated as of January 23, 2014, recorded as Instrument No. 2014-222 in the Official Public Records of Ochiltree County, Texas; and assigned to Palo Duro Wind Energy, LLC by that certain Assignment and Assumption of Repurchase Option Agreement dated as of January 25, 2014, recorded as Instrument No. 2014-464 in the Official Public Records of Ochiltree County, Texas.

Section 5.13 Permits .

(a) Except as set forth on Schedule 5.13 :

(i) the Acquired Companies have all material Permits required by applicable Law for the ownership, use or operation of the Business by the Acquired Companies in the manner in which the Business is currently owned and operated and in the manner in which the Business is currently proposed to be owned and operated following the Closing (the “ Material Permits ”);

(ii) the Acquired Companies hold, and have timely applied for renewal of, all Material Permits, except any such Permits relating exclusively to the construction (and not operation) of the Business and that are no longer required to continue the construction of the Business;

(iii) all such Material Permits are in full force and effect;

(iv) there are no proceedings pending or, to Seller’s Knowledge, threatened which might reasonably result in the revocation, suspension, or adverse modification of any such Material Permits; and

(v) all Material Permits are set forth on Schedule 5.13 and Seller has made available to Purchaser copies of all such Material Permits.

(b) Except as set forth on Schedule 5.13 , such Acquired Company is in material compliance with all Material Permits set forth on Schedule 5.13 as being held by such Acquired Company, and neither Seller nor any Acquired Company has received any written notification from any Governmental Authority alleging that any Acquired Company is in material violation of any of such Material Permits, other than in respect of any allegation that no longer remains pending.

(c) This Section 5.13 does not address Permits required under Environmental Law, which are exclusively addressed by Section 5.14 .

Section 5.14 Environmental Matters .

(a) Seller has made available to Purchaser copies of all material environmental site assessment reports in the possession or control of Seller or an Acquired Company and that relate to environmental matters concerning the operation of the Business.

(b) The Acquired Companies hold and maintain all Permits required under Environmental Law for the ownership, use or operation of the Business by the Acquired Companies in the manner in which they are currently, or to be, owned and operated (“ Environmental Permits ”), all Environmental Permits are in good standing and are in full force and effect, and, to Seller’s Knowledge, no Permit is threatened to be revoked, revised, modified or not renewed. All Environmental Permits held are set forth on Schedule 5.14(b) , and Seller has made available to Purchaser copies of all such Permits.

(c) Except as set forth in Schedule 5.14(c) : (i) each Acquired Company is in compliance in all material respects with all Environmental Laws and Environmental Permits, and (ii) the Acquired Company has not received any written communication alleging either or both that (1) the Acquired Company may be in violation of any Environmental Law, or any Permit issued pursuant to Environmental Law, or (2) the Acquired Company may have any liability under any Environmental Law;

(d) Except as set forth in Schedule 5.14(d) , no Acquired Company has been served with written notice of any material Environmental Claims that are currently outstanding, and to Seller’s Knowledge, no material Environmental Claims are threatened against an Acquired Company by any Person under any Environmental Laws. Each Acquired Company is not the subject of any outstanding order or contract with any Governmental Authority or any other third party respecting Environmental Laws, including any remedial action or any Release or threatened Release of a Hazardous Material.

(e) Except as set forth in Schedule 5.14(e) , to Seller’s Knowledge, there has been no Release of any Hazardous Material as a result of acts or omissions of the Acquired Companies at or from any Property in connection with the Business that would reasonably be expected to result in a Material Adverse Effect.

(f) This Section 5.14 contains the sole and exclusive representations and warranties of Seller with respect to Hazardous Materials, Environmental Laws, and other environmental matters, as identified herein.

Section 5.15 Intellectual Property .

(a) Except as set forth on Schedule 5.15(a) , the Acquired Companies own, free and clear of any Encumbrances other than Permitted Encumbrances, or have the licenses or rights to use for the Business, all material Intellectual Property currently used in the Business and that will be required for Purchaser to operate the Business as currently proposed to be operated following the Closing, without payment to any Person, and the consummation of the transactions contemplated hereby will not alter or impair any such right. To Seller’s Knowledge, the use by the Acquired

Companies of the Intellectual Property currently used in the Business does not infringe on the rights of any Person that would reasonably be expected to have a Material Adverse Effect.

(b) Neither Seller nor any Acquired Company has (i) received from any Person a claim in writing, or, to Seller’s Knowledge, unwritten, that any Acquired Company is infringing in any material respect the Intellectual Property of such Person, or (ii) received any written notice or, to Seller’s Knowledge, unwritten, of any default, and, to Seller’s Knowledge, no event has occurred that with notice or lapse of time, or both, would constitute a material default under any material Intellectual Property License that would reasonably be expected to have a Material Adverse Effect.

(c) Seller and each of the Acquired Companies has taken reasonable measures to protect the confidentiality of all material trade secrets.

Section 5.16 Brokers. The Acquired Companies have no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section 5.17 Employee Matters . No Acquired Company has, nor has ever had, any employees. No Acquired Company is a party to a collective bargaining agreement.

Section 5.18 Employee Benefits. The Acquired Companies do not sponsor or maintain any Benefit Plan and no Acquired Company has or has ever had any liability, actual or contingent, with respect to any Benefit Plan. The Acquired Companies have no liability with respect to any defined benefit pension plan or any post-retirement welfare plan.

Section 5.19 Financial Statements. Seller has made available to Purchaser true and complete copies of the unaudited financial statements of each Acquired Company, in each case, consisting of a balance sheet for the period ending September 30, 2014 (the “ Balance Sheet Date ”) and the related statements of income for the period then ended (the “ Financial Statements ”). The Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the financial position of each Acquired Company, respectively, as of the Balance Sheet Date (subject to the absence of notes and normal year-end adjustments which are not material, either individually or in the aggregate).

Section 5.20 Absence of Certain Changes . Except as set forth in Schedule 5.20 , since the Effective Date, (a) each Acquired Company has operated, in all material respects, in the Ordinary Course of Business and (b) there has not been any event or condition that has had or would reasonably be expected to result in a Material Adverse Effect.

Section 5.21 Insurance . Seller or its Affiliates maintain insurance policies or other arrangements with respect to the Business consistent with the insurance coverage described on Schedule 5.21 .

Section 5.22 Permitted Financing . On the Closing Date, the terms of the final, executed documents in connection with the Permitted Financing will not diverge in any material and adverse

respect relative to the governance terms included in (i) the drafts of the Permitted Financing documents delivered by Seller to Purchaser on October 28, 2014 and (ii) the Letter of Intent; provided, however, that no change shall be deemed to be material and adverse if it results in a corresponding adjustment to the Base Purchase Price pursuant to Annex II.

Section 5.23 Projections . Seller has prepared the financial projections in the Project Model (as defined in Annex II) (the “ Projections ”) in good faith, and has developed reasonable assumptions on which such Projections are based. The Projections are consistent in all material respects with the financial provisions of the Contracts relied upon or taken into account in developing such Projections.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Purchaser, Purchaser hereby represents and warrants to Seller:

Section 6.1 Organization. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware.

Section 6.2 Authority. Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Purchaser. This Agreement and the Transaction Documents to which Purchaser is a party have been duly and validly executed and delivered by Purchaser and constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 6.3 No Conflicts; Consents and Approvals. The execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party do not, and the performance by Purchaser of its obligations under this Agreement and the Transaction Documents to which Purchaser is or will be a party will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Purchaser;

(b) assuming all of the Purchaser Consents and Company Consents have been obtained, result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Purchaser is a party or

Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Purchaser Material Adverse Effect; or

(c) assuming all of the Purchaser Consents and Company Consents have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Purchaser, except as would not have a Purchaser Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 6.4 Brokers. Purchaser has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Seller or any Acquired Company could become liable or obligated.

Section 6.5 Acquisition as Investment . Purchaser is acquiring the Interest for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person. Purchaser acknowledges that the Interest are not registered pursuant to the 1933 Act and that none of the Interest may be transferred, except pursuant to an effective registration statement under, or an applicable exception from registration under, the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Section 6.6 Opportunity for Independent Investigation; No Other Representations . Purchaser acknowledges that: (a) it has had the opportunity to visit with Seller and meet with Seller’s Representatives to discuss any Acquired Company and its business, assets, operations, condition (financial or otherwise) and prospects, (b) all materials and information requested by Purchaser have been provided to Purchaser to Purchaser’s reasonable satisfaction; and (c) except as set forth in Article IV and Article V, none of Seller, any Acquired Company or any Affiliate or Representative thereof makes any representation or warranty, express or implied, as to the Interest, any Acquired Company or the business, assets, operations, condition (financial or otherwise) or prospects of any Acquired Company.

Section 6.7 Legal Proceedings. There is no Claim pending or, to Purchaser’s knowledge, threatened against Purchaser that seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal any of the transactions contemplated by this Agreement.

Section 6.8 Compliance with Laws and Orders. Purchaser is not in violation of or in default under any Law or order applicable to Purchaser or its assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Purchaser from performing its obligations hereunder.

ARTICLE VII
COVENANTS AND AGREEMENTS

Section 7.1 Regulatory and Other Approvals. During the Interim Period:

(a) The Parties will, in order to consummate the transactions contemplated hereby, (i) proceed diligently and in good faith and use Commercially Reasonable Efforts (including using Commercially Reasonable Efforts to appeal any adverse determination that is appealable), as

promptly as practicable, to obtain the Seller Consents, Company Consents and Purchaser Consents in form and substance reasonably satisfactory to Seller and Purchaser, and to make all required filings with, and to give all required notices to, the applicable Governmental Authorities and (ii) cooperate in good faith with the applicable Governmental Authorities and provide promptly such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith; provided , however , notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that neither Purchaser nor Seller shall have any obligation to pay any consideration, other than customary fees imposed by Governmental Authorities, or to offer to grant, or agree to, any financial or other accommodation in order to obtain any of the Seller Consents, Company Consents and Purchaser Consents.

(b) The Parties will provide prompt notification to each other when any such approval referred to in Section 7.1(a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement.

Section 7.2 Access of Purchaser .

(a) During the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Business, and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided , however , that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further , that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access/disclosure to Purchaser pursuant to the foregoing shall be subject to such access/disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies or the Business, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models.

(b) During the Interim Period, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent

will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein.

(c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2 .

Section 7.3 Certain Restrictions. Except as required or permitted hereby, or as otherwise set forth in Schedule 7.3 , during the Interim Period, Seller will cause the Acquired Companies to operate in the Ordinary Course of Business. Without limiting the foregoing, except as otherwise set forth in Schedule 7.3 and/or in the Ordinary Course of Business, as required or expressly permitted by other provisions of this Agreement or as consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, Seller will, during the Interim Period, cause the Acquired Companies not to:

(a) create, permit or allow any Encumbrances (other than Permitted Encumbrances) to be imposed on or against any of the material assets or create, permit or allow any Encumbrances to be imposed on or against any of the Interest;

(b) grant any waiver of any material term under any Material Contract or any Land Contract;

(c) sell, transfer, convey, assign, distribute, remove or otherwise dispose of any assets outside the Ordinary Course of Business;

(d) other than (i) accounts payable incurred in the Ordinary Course of Business or otherwise incurred pursuant to the Material Contracts or (ii) short term, unsecured borrowings or intercompany loans or guarantees that are paid in full and discharged prior to the Closing, incur, create, assume or otherwise become liable for indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other Person;

(e) except as may be required to meet the requirements of applicable Laws or GAAP, change any accounting method or practice in a manner that is inconsistent with past practice in a way that would reasonably be expected to result in a Material Adverse Effect;

(f) fail to maintain its existence or consolidate or merge with any other Person or acquire all or substantially all of the assets of any other Person;

(g) authorize, issue, transfer, dispose, sell or grant any options, warrants, calls or other rights to purchase or otherwise acquire any Equity Securities of any Acquired Company;

(h) liquidate, dissolve, recapitalize, reorganize or otherwise wind up its business or operations;

(i) purchase any securities of any Person, except for short-term investments made in the Ordinary Course of Business;

(j) enter into, terminate, modify or amend (i) any material Permit, (ii) any Material Contract, or (iii) any Contract involving total consideration throughout its term in excess of Five Hundred Thousand Dollars ($500,000) (other than Contracts entered into in the Ordinary Course of Business which will be fully performed prior to Closing);

(k) waive any claims having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), individually or in the aggregate;

(l) make any material election with respect to Taxes not required by applicable Law that could have a continuing effect on the relevant Acquired Company following the Closing Date;

(m) amend or modify its Organizational Documents;

(n) enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Acquired Companies or the Project;

(o) hire any employees or adopt any Benefit Plan; or

(p) agree or commit to do any of the foregoing.

Notwithstanding the foregoing, Seller may permit any of the Acquired Companies to take actions with respect to emergency situations so long as Seller shall, upon receipt of notice of any such actions, promptly inform Purchaser of any such actions taken outside the Ordinary Course of Business.

Section 7.4 Spare Parts. Notwithstanding anything in this Agreement to the contrary, prior to the Closing, Seller shall have the right to use spare parts in the Ordinary Course of Business of the Acquired Companies.

Section 7.5 Casualty. Other than when any of the assets of any Acquired Company are damaged or destroyed by casualty loss during the Interim Period and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.5), if any of the assets of any Acquired Company are damaged or destroyed by casualty loss during the Interim Period, the sum of (a) the cost of restoring such damaged or destroyed assets to a condition reasonably comparable to their prior condition (net of and after giving effect to any insurance proceeds received by any of the Acquired Companies for such restoration), and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the Closing as a result of such casualty loss of assets of any Acquired Company shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith promptly after the date of the event giving rise to the casualty loss (the “ Casualty Value ”). Seller shall either (i) repair or replace such damaged or destroyed assets to a condition reasonably comparable to their prior condition and, if applicable, reduce the Purchase Price by the portion of the Casualty Value attributed to any lost net revenues reasonably expected to accrue after the Closing as a result of such casualty loss (net of and after giving effect to any insurance proceeds

received by any of the Acquired Companies related thereto) or (ii) reduce the amount of the Purchase Price by such Casualty Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Casualty Value notifies Seller and Purchaser of the amount of the Casualty Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such casualty loss shall not affect the Closing. Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Casualty Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.6 Condemnation. Other than when any of the assets of any Acquired Company are taken by condemnation during the Interim Period and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.6), if any of the assets of any Acquired Company are taken by condemnation during the Interim Period, the sum of (a) the value of such assets in a condemnation proceeding (as determined by a qualified firm reasonably acceptable to Purchaser and Seller) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the Closing as a result of such condemnation of such assets (net of and after giving effect to any condemnation award proceeds to be paid to the Acquired Companies and any Tax benefits to the Acquired Companies related thereto) shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the condemnation (the “ Condemnation Value ”). Seller shall either (i) replace the assets that are subject to the condemnation proceeding with reasonably comparable assets and, if applicable, reduce the Purchase Price by the portion of the Condemnation Value attributed to any lost net revenues reasonably expected to accrue after the Closing as a result of such condemnation proceeding or (ii) reduce the Purchase Price by such Condemnation Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Condemnation Value notifies Seller and Purchaser of the amount of the Condemnation Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such condemnation proceeding shall not affect the Closing. Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Condemnation Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.7 Updating.

(a) At any time prior to Closing, by written notice to Purchaser, Seller may supplement or amend any of the Schedules to include thereon any matters that have arisen after the Effective Date as a result of any actions or inactions of Seller and/or any of its Affiliates in respect of any of the Acquired Companies, the Project or the Facility that are not prohibited by Section 7.3 , including any specific activities expected to be undertaken by Seller and its Affiliates during the Interim Period as set forth on Schedule 7.3 . Any such Schedules that are supplemented or amended in accordance with this Section 7.7(a) shall be deemed so supplemented or amended for all purposes of this Agreement as if such matters were listed on such Schedules as of the Effective Date.

(b) In addition to the supplement or amendments to the Schedules made by Seller pursuant to Section 7.7(a) , Seller may from time to time notify Purchaser of any changes or additions to any of the Schedules of which it has Knowledge that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of Seller in Articles IV or V such that the closing condition in Section 3.6(a) cannot be satisfied. No such updates made pursuant to this Section 7.7(b) shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the Effective Date or for purposes of Section 3.6(a) unless Purchaser specifically agrees thereto in writing; provided , however , that if the Closing shall occur despite the fact that Seller had notified Purchaser of any changes or additions such that the closing condition in Section 3.6(a) could not be satisfied, then, notwithstanding anything in this Agreement to the contrary (including Article X ), no matters disclosed by Seller prior to the Closing that constituted breaches of one or more representations or warranties of Seller in Articles IV or V as of the date of the Agreement or as of the Closing Date shall be the basis for any indemnification by Seller pursuant to Section 10.1(a) .

Section 7.8 Announcements. No press release or other public announcement, or public statement or comment in response to any inquiry, relating to this Agreement or the transactions contemplated hereby shall be issued or made by either Purchaser or Seller, or any of their Affiliates, without the consent of Purchaser or Seller, as the case may be, such consent not to be unreasonably withheld, conditioned or delayed; provided , however , that a press release or other public announcement, regulatory filing, statement or comment made without such consent, including in furtherance of the requirements of Section 7.1 , shall not be in violation of this Section 7.8 if it is made in order to comply with applicable Laws or stock exchange rules and in the reasonable judgment of the Party or Affiliate making such release or announcement, based upon advice of counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely fashion to comply with such applicable Laws or rules; provided , further , that in all instances Purchaser or Seller, as the case may be, shall provide prompt notice of any such release, announcement, statement or comment to the other Party.

Section 7.9 Post-Closing Books and Records . From and after Closing, Purchaser agrees to preserve and keep the books and records of any Acquired Company that relate to the period prior to the Closing Date (including all accounting records) for a period of six (6) years from the Closing, or for any longer periods as may be required by any Governmental Authority or ongoing litigation. If Purchaser wishes to destroy such records after such time period, it shall give sixty (60) days’ prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice within such sixty (60)-day period, to take possession of the books and records within ninety (90) days after the date of Purchaser’s notice to Seller. From and after Closing, Purchaser agrees, upon reasonable prior notice from Seller, to provide to Seller and its Representatives access to or copies of books and records of any Acquired Company to the extent relating to events that occurred prior to Closing.

Section 7.10 Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall (at its own cost and expense) at any time and from time to time, upon reasonable request, (a) do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged

and delivered, all such further acts, transfers or assignments as may be reasonably required to consummate the transactions in accordance with the terms hereof and to cause to be fulfilled the Closing Conditions, and (b) take such other actions as may be reasonably required in order to carry out the intent of or otherwise implement or give effect to this Agreement; provided that in no event shall any Party be required to take any action which (i) increases, in any way, the liability or obligations of such Party, (ii) in the opinion of its counsel, is unlawful or would or could constitute a violation of any applicable Law or require the approval of any Governmental Authority or (iii) could reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement.

Section 7.11 Distributions . Notwithstanding anything in this Agreement to the contrary, Seller shall have the right to cause the Acquired Companies to pay cash dividends, make cash distributions and assign accounts receivable to Seller or its Affiliates at any time prior to the Closing.

Section 7.12 Excluded Items. Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that transactions contemplated herein shall exclude those items listed on Schedule 7.12 (the “ Excluded Items ”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any Acquired Company for any reason shall not delay Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the Closing shall be referred to as a “ Non-Transferred Excluded Item .” After the Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an Acquired Company, or any other value is received by an Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.

ARTICLE VIII
TERMINATION

Section 8.1 Termination of Agreement. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, as follows:

(a) by the mutual written consent of Seller and Purchaser at any time prior to the Closing, such termination to be effective as of the date both Seller and Purchaser have signed such written consent;

(b) by either Purchaser or Seller, by written notice to the other, if the Closing shall not have been consummated on or prior to the Outside Date, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 ; provided, however , that the right to terminate this Agreement under this Section 8.1(b) shall not be available to Purchaser or Seller, as applicable, if Purchaser or Seller, as applicable, has breached any of its respective representations and warranties contained in this Agreement or has failed to perform or comply with any of its respective obligations, covenants, agreements or conditions required to be performed or complied with by such Party under this Agreement and such breach or failure has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

(c) by either Purchaser or Seller, by written notice to the other, if there shall be any Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or there shall be in effect a final non-appealable order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, it being agreed that the Parties hereto shall comply with their obligations under Section 7.1 with respect to any adverse determination which is appealable, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 ;

(d) by Seller, by written notice to Purchaser, if Purchaser has breached or failed to perform any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of Purchaser contained in this Agreement shall be untrue and, as a result thereof, any Closing Condition would not then be satisfied at the time of such breach or failure, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 ; provided , however , that if such breach or failure is curable by Purchaser prior to the Outside Date through the exercise of its Commercially Reasonable Efforts, then for so long as Purchaser continues to exercise such Commercially Reasonable Efforts, Seller may not terminate this Agreement under this Section; provided , further , that Seller is not then in material breach of the terms of this Agreement, and provided , further , that no cure period shall be required for a breach or failure which by its nature cannot be cured;

(e) by Purchaser, by written notice to Seller, if Seller has breached or failed to perform any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of Seller contained in this Agreement shall be untrue and, as a result thereof, any Closing Condition would not then be satisfied at the time of such breach or failure, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 ; provided , however , that if such breach or failure is curable by Seller prior to the Outside Date through the exercise of its Commercially Reasonable Efforts, then for so long as Seller continues to exercise such Commercially Reasonable Efforts Purchaser may not terminate this Agreement under this Section; provided , further , that Purchaser is not then in material breach of the terms of this Agreement, and provided , further , that no cure period shall be required for a breach or failure which by its nature cannot be cured;

(f) by Seller, by written notice to Purchaser, if all the Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing) or waived in writing by the applicable Party and Purchaser fails to consummate the transactions contemplated hereby at the Closing, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 ; or

(g) by Purchaser, by written notice to Seller, if all the Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing) or waived in writing by the applicable Party and Seller fails to consummate the transactions contemplated hereby at the Closing, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 .

Section 8.2 Effect of Termination.

(a) If this Agreement is validly terminated pursuant to Section 8.1 , there will be no liability or obligation on the part of Seller or Purchaser (or any of their respective Representatives or Affiliates), this Agreement shall thereupon terminate and become void and of no further force and effect and the consummation of the transactions contemplated by this Agreement shall be abandoned without further action of the Parties, except as provided in this Section 8.2 .

(b) Regardless of the reason for termination, Section 8.2 , Article X (other than the provisions of Article X that are applicable only from and after the occurrence of the Closing), and Article XII will survive any termination of this Agreement, and each Party shall continue to be liable for any breach of this Agreement by such Party occurring prior to such termination.

(c) Upon termination of this Agreement by any Party for any reason, Purchaser shall return or destroy, in accordance with the terms of the Confidentiality Agreement, all Confidential Information (as defined in the Confidentiality Agreement) and all other documents and other materials relating to any Acquired Company, or this Agreement and the transactions contemplated hereby, whether obtained before or after the execution of this Agreement (collectively, the “ Transaction Materials ”) and all Transaction Materials received by Purchaser with respect to any Acquired Company, the Project, the Business or Seller shall remain subject to the Confidentiality Agreement ; provided , that if any action, lawsuit or claim is initiated or filed by a Party with respect to this Agreement prior to the earlier of (i) the completion of the return or destruction of all such Transaction Materials in accordance with the terms of the Confidentiality Agreement or (ii) one year following the Effective Date, the Parties shall not be required to complete the return or destruction of the Transaction Materials pursuant to this Section 8.2(c) or the Confidentiality Agreement until such action, lawsuit or claim is resolved, dismissed or withdrawn.

ARTICLE IX
TAXES

Section 9.1 Transfer Taxes. Seller, on the one hand, and Purchaser, on the other hand, shall each bear fifty percent (50%) of any Transfer Taxes imposed as a result of the transactions contemplated by this Agreement (notwithstanding any requirement of Law). Such Transfer Taxes shall be paid by the Party legally responsible to pay such Taxes and the other Party shall pay to the

first Party its share of such Taxes at least three (3) Business Days prior to the Tax payment due date. Seller and Purchaser shall timely file their own Transfer Tax returns as required by applicable Law and shall notify the other Party when such filings have been made. Seller and Purchaser shall cooperate and consult with each other prior to filing such Transfer Tax returns to ensure that all such returns are accurately prepared and timely filed.

Section 9.2 Tax Matters . Except as provided in Section 9.1 relating to Transfer Taxes:

(a) With respect to any Tax Return covering a taxable period ending on or before the Closing Date (a “ Pre-Closing Taxable Period ”) and any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “ Straddle Taxable Period ”), in each case, that is required to be filed after the Closing Date with respect to any Acquired Company, (i) Seller shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior taxable periods and in compliance with applicable Law except as required by change in Law or fact and, with respect to Tax Returns for a Straddle Taxable Period, shall deliver such Tax Return as so prepared to Purchaser not later than 15 days prior to the due date (including extensions) for filing such Tax Return for Purchaser’s review and comments, (ii) Seller shall cooperate and consult with Purchaser to finalize such Tax Return, and (iii) Purchaser shall cause such Acquired Company to execute and duly and timely file such Tax Return with the appropriate Taxing Authority and shall cause such Acquired Company to pay all Taxes shown as due and payable on such Tax Return.

(b) Seller shall be responsible for and indemnify Purchaser against any Tax with respect to any Acquired Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the Closing Date; provided , however , that Seller shall not be liable for, and shall not indemnify Purchaser for, any liability for Taxes (i) that were included as a liability in calculating the Post-Closing Working Capital Adjustment Payment; (ii) that were otherwise paid by Seller, (iii) that were recoverable from a Person other than the Purchaser or the Acquired Companies, or (iv) resulting from transactions or actions taken by Purchaser or the Acquired Companies after the Closing. Not later than five (5) days prior to the due date for the payment of any such Tax, Seller shall pay to Purchaser the amount of such Taxes, less any Taxes previously paid. With respect to a Straddle Taxable Period, Seller and Purchaser shall determine the Tax attributable to the portion of the Straddle Taxable Period that ends on the Closing Date by an interim closing of the books of any Acquired Company as of the Closing Date, except for ad valorem or property Taxes (“ Property Taxes ”) and franchise Taxes of any Acquired Company based solely on capital which shall be prorated on a daily basis to the Closing Date. For this purpose, any franchise Tax paid or payable with respect to any Acquired Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a Property Tax is attributable to a Pre-Closing Taxable Period or a Straddle Taxable Period, any Property Tax that is based on the assessed value of any assets, property or other rights as of any lien date or other specified valuation date shall be deemed a Property Tax attributable to the taxable period (whether a fiscal year or other tax year) specified on the relevant Property Tax bill that is issued with respect to that lien date or other valuation date.

(c) Purchaser shall be responsible for and shall pay, or cause to be paid, all Taxes relating to any Acquired Company for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(b) (such Taxes, “ Purchaser Taxes ”). Purchaser shall indemnify and hold harmless Seller against all Purchaser Taxes.

(d) None of Purchaser or any Acquired Company shall carry back any net operating loss or other item or attribute from a period (or portion thereof) that ends after the Closing Date to a Pre-Closing Taxable Period.

(e) With respect to any Tax (or portion thereof) for which Seller is responsible, Seller shall have the right, at its sole cost and expense, to control the prosecution, settlement or compromise of any proceeding involving such Tax, including the selection of counsel and experts. Purchaser shall (and shall cause any Acquired Company to) take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, including by the execution of powers of attorney. Notwithstanding the foregoing, Purchaser shall be entitled to participate in any such proceeding, at its sole cost and expense, with respect to any issue that could materially and adversely affect Purchaser or any Acquired Company in a taxable period (or portion thereof) beginning after the Closing Date. Seller shall not settle any proceeding in which Purchaser is entitled to participate in accordance with the preceding sentence without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Purchaser shall (and shall cause any Acquired Company to) give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax for which Seller is responsible within twenty (20) days after its receipt of such notice; failure to give any such written notice within such twenty (20)-day period shall limit Seller’s indemnification obligation pursuant to this Agreement to the extent Seller is prejudiced by such failure.

(f) Seller shall grant to Purchaser (or its designees) access at all reasonable times to all of the information, books and records relating to any Acquired Company within the possession of Seller (including work papers and correspondence with Taxing Authorities), and shall afford Purchaser (or its designees) the right (at Purchaser’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Purchaser (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. Purchaser shall grant or cause any Acquired Company to grant to Seller (or its designees) access at all reasonable times to all of the information, books and records relating to any Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods within the possession of Purchaser (including work papers and correspondence with Taxing Authorities) and to any employees of any Affiliate of an Acquired Company, and shall afford Seller (or its designees) the right (at Seller’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. After the Closing Date, Purchaser will preserve all information, records or documents in its possession relating to liabilities for Taxes of any Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods until the later of (i) six (6) years after the Closing Date or (ii) six (6) months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to

the assessment of such Taxes. Purchaser shall not dispose of any of the foregoing items without first offering such items to Seller.

(g) If, after the Closing, Purchaser or any Acquired Company receives a refund or utilizes a credit of any Tax of any Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the Closing Date, Purchaser shall pay to Seller within ten (10) Business Days after such receipt or utilization an amount equal to such refund received or credit utilized by Purchaser or by an Acquired Company, in each case, together with any interest received or credited thereon, net of any reasonable costs associated therewith. Purchaser shall, and shall cause any Acquired Company to, use Commercially Reasonable Efforts to obtain a refund or credit of any Tax of any Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the Closing Date or to mitigate, reduce or eliminate any such Tax that could be imposed for a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the Closing Date (including with respect to the transactions contemplated hereby).

Section 9.3 Treatment of Payments . Any payments made pursuant to this Article IX or Article X shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by applicable Law.

ARTICLE X
INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS

Section 10.1 Indemnification.

(a) Subject to the terms and conditions of this Article X , from and after Closing, Seller shall indemnify and hold harmless Purchaser from and against all Losses incurred or suffered by Purchaser, the Acquired Companies, and their respective directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “ Purchaser Indemnified Parties ”) based upon, attributable to or resulting from:

(i) any breach of any representation or warranty of Seller contained in this Agreement or in the certificate delivered by Seller pursuant to Section 3.2(c)(i) ;

(ii) any breach of any covenant or agreement of Seller contained in this Agreement; and

(iii) any Excluded Items.

(b) Subject to the terms and conditions of this Article X , from and after Closing, Purchaser shall indemnify and hold harmless Seller from and against all Losses incurred or suffered by Seller and its directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “ Seller Indemnified Parties ”) based upon, attributable to or resulting from:

(i) any breach of any representation or warranty of Purchaser contained in this Agreement or in the certificate delivered by Purchaser pursuant to Section 3.3(c)(i) ; and

(ii) any breach of any covenant or agreement of Purchaser contained in this Agreement.

Section 10.2 Limitations of Liability.

(a) Notwithstanding anything in this Agreement to the contrary:

(i) the representations and warranties contained in this Agreement shall survive until the date falling twelve (12) months after the Closing Date, except that (A) the representations and warranties set forth in Sections 4.1 , 4.2 , 4.3 , 4.5 , 5.1 , 5.2 , 6.1 , 6.2 and 6.4 shall survive for five (5) years following the Closing Date and (B) the representations and warranties in Section 5.9 shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(ii) the covenants and agreements in this Agreement that by their nature are required to be performed by or prior to the Closing shall terminate six (6) months after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may brought in respect of a breach thereof, until the date on which each such post-Closing covenant has been fully performed, except that the covenants and agreements in Article IX shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(iii) Neither Indemnifying Party shall have any liability pursuant to Section 10.1 until the aggregate amount of all Losses incurred by the other Indemnified Parties that are subject to indemnification pursuant to Section 10.1 equals or exceeds one percent (1%) of the Base Purchase Price (the “ Deductible Amount ”), in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible Amount;

(iv) No Indemnifying Party shall have any liability pursuant to Section 10.1 in connection with any single item or group of related items that result in Losses incurred by the Indemnified Party that are subject to indemnification pursuant to Section 10.1 in the aggregate of less than Fifty Thousand Dollars ($50,000), and no such item or group of related items shall be included in or aggregated for purposes of determining whether the Deductible Amount is exceeded; and

(v) in no event shall any Indemnifying Party’s aggregate liability arising out of or relating to this Agreement, whether relating to a breach of a representation and warranty, covenant, agreement or obligation in this Agreement and whether based on contract, tort, strict liability, other Laws or otherwise, exceed fifteen percent (15%) of the Base Purchase Price; provided that, such limitation on liability shall not apply to Losses resulting from, arising out of or relating to (1) any willful breach of any representation, warranty or covenant or (2) fraud, and, provided , further , that, for the avoidance of doubt, the limitation set forth in this subparagraph (v) shall not

be construed to limit in any respect Purchaser’s obligation to pay the Purchase Price or any portion thereof when due.

(b) Notwithstanding the foregoing, if a written claim or written notice is duly given in good faith under this Article X with respect to any representation, warranty, covenant or agreement prior to the expiration of the applicable survival period set forth in Sections 10.2(a)(i) or 10.2(a)(ii) , the Claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until such Claim is finally resolved pursuant to this Article X .

(c) If any fact, circumstance or condition forming a basis for a Claim for indemnification under this Article X shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under this Article X , there shall be no duplication in the calculation of the amount of the Losses. In addition, Seller shall not have any liability under this Article X for Losses relating to matters used in determining or calculating the Post-Closing Working Capital Adjustment Payment (other than the failure to pay amounts (if any) that become due and payable by Seller pursuant to Annex II ) in accordance with the terms of Annex II .

(d) An Indemnifying Party shall not be required to indemnify a Party seeking indemnification to the extent of any Losses that a court of competent jurisdiction or arbitrator(s) shall have determined by final judgment to have resulted from the fraud or willful misconduct of the Party seeking indemnification.

Section 10.3 Notice; Duty to Mitigate.

(a) Each Party shall give written notice to the other Party as soon as practicable after becoming aware of any breach by such other Party of any representation, warranty, covenant, agreement or obligation in this Agreement.

(b) Each Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 shall use its Commercially Reasonable Efforts to mitigate Losses for which indemnification may be sought pursuant to this Article X or Article IX , including (i) using its Commercially Reasonable Efforts to secure payment from insurance policies available and existing on the Closing Date that provide coverage with respect to such Losses (an “ Insurance Payment ”), and (ii) using its Commercially Reasonable Efforts to secure reimbursement, indemnity or other payment from any third Person obligated by contract or otherwise to reimburse, indemnify or pay the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to such Losses (a “ Third Party Payment ” and, together with an Insurance Payment, a “ Mitigation Payment ”). Notwithstanding anything in this Agreement to the contrary, the recovery by a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 from any Party providing such indemnification shall not relieve the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 of its obligation to mitigate Losses pursuant to this Section 10.3 .

(c) Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of the Mitigation Payment, if any, received by the Person entitled to

indemnification pursuant to Section 10.1 or Article IX with respect to such Losses. In the event a payment is made to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses and thereafter such Person receives a Mitigation Payment with respect to such Losses, such Person shall reimburse the Party providing such indemnification an amount equal to the lesser of (i) the Mitigation Payment and (ii) the amount so paid by the Party providing such indemnification.

(d) Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of the retroactive or other premium adjustments reasonably attributable thereto) and the amount of any net Tax benefits available to such Person as a result of the payment, incurrence or accrual of such Losses.

Section 10.4 Indirect Claims. Without limiting any other remedies of Purchaser under this Agreement, from and after the Closing, Purchaser hereby releases Seller, its Affiliates and the officers, directors and employees of the Acquired Companies (acting in their capacity as such) with respect to any claims, liabilities or obligations for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business of the Acquired Companies prior to the Closing.

Section 10.5 Waiver of Other Representations.

(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.6 Environmental Waiver and Release. FROM AND AFTER CLOSING, EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL RIGHTS OR REMEDIES WHICH PURCHASER MAY HAVE AGAINST SELLER AT OR UNDER LAW OR OTHERWISE WITH RESPECT TO ANY ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS ARE WAIVED. FROM AND AFTER CLOSING, EXCEPT AS PROVIDED IN THIS AGREEMENT, PURCHASER DOES HEREBY AGREE, WARRANT, AND COVENANT TO (AND PURCHASER SHALL CAUSE THE COMPANIES TO) RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLER AND ANY AFFILIATE OF SELLER (INCLUDING THE COMPANIES) OR ANY REPRESENTATIVE THEREOF FROM ANY AND ALL LOSSES, INCLUDING ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE OR COMMON LAW, WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS OF THE COMPANIES OR THE ASSETS OF THE ACQUIRED COMPANIES. FROM AND AFTER CLOSING, PURCHASER AND THE COMPANIES WARRANT, AGREE, AND COVENANT NOT TO SUE OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE COMPANIES) OR ANY REPRESENTATIVE THEREOF UPON ANY CLAIM, DEMAND, OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE ASSERTED FOR ANY SUCH ENVIRONMENTAL LIABILITIES, EXCEPT TO THE EXTENT PURCHASER OR ANY AFFILIATE OF PURCHASER (INCLUDING THE COMPANIES) OR ANY REPRESENTATIVE THEREOF) IS ENTITLED TO INDEMNITY FOR SUCH MATTERS UNDER THIS ARTICLE X .

Section 10.7 Waiver of Remedies.

(a) Purchaser and Seller acknowledge and agree that the indemnification provisions in Article IX and this Article X shall be the exclusive remedy of Purchaser and Seller with respect to the transactions contemplated by this Agreement; provided , however , that the foregoing shall not limit or restrict (x) the availability of specific performance or other injunctive or equitable relief to the extent that specific performance or such other relief would otherwise be available to the Parties hereunder (y) prior to the Closing, any remedy or relief available under Law, any Transaction Document or otherwise, except that, in no event may a claim be made for Non-Reimbursable Damages, or (z) any remedy or relief available under Law as a result of willful misconduct or fraud.

(b) Notwithstanding anything in this Agreement to the contrary, except in the case of fraud or willful misconduct, no Representative or Affiliate of Seller shall have any personal liability to Purchaser or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Seller in this Agreement and except in the case of fraud or willful misconduct, no Representative or Affiliate of Purchaser shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Purchaser in this Agreement.

Section 10.8 Indemnification Procedures.

(a) In the event that (i) a Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification (the “ Indemnified Party ”) becomes aware of the existence of any Claim in respect of which payment may be sought under this Article X or Article IX (an “ Indemnification Claim ”), or (ii) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “ Third Party Claim ”), the Indemnified Party shall promptly cause written notice thereof (a “ Claim Notice ”) to be delivered to the party from whom indemnification is sought (the “ Indemnifying Party ”); provided that , so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or (a)(ii) , no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. Each Claim Notice shall be in writing and (A) shall specify the asserted factual basis for indemnification claimed by the Indemnified Party, (B) if such Claim Notice is being given with respect to a Third Party Claim, shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnifying Party, and (C) shall specify the amount of (or if not finally determined, a good faith estimate of) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification.

(b) The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Indemnification Claim and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any Indemnification Claim, it shall within thirty (30) days after receipt of notice of the underlying Third Party Claim (or sooner, if the nature of the Indemnification Claim so requires) (the “ Dispute Period ”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party does not elect within the Dispute Period to defend against, negotiate, settle or otherwise handle any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise handle such Indemnification Claim. If the Indemnifying Party elects to defend against, negotiate, settle with or otherwise handle any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided , however , that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate, or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party; and provided , further , that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Indemnification Claim. The Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, agree to cooperate with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 10.8 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment (each a “ Settlement ”) unless (A) the claimant and such Indemnifying Party provide to such Indemnified Party an unqualified release from all liability in

respect of the Indemnification Claim, and (B) such Settlement does not impose any liabilities or obligations on the Indemnified Party.

(c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a Settlement or arbitration shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall make prompt payment thereof pursuant to the terms of the agreement reached with respect to the Indemnification Claim.

(d) If the Indemnifying Party does not undertake within the Dispute Period to defend against an Indemnification Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall control the investigation and defense. Notwithstanding the foregoing or anything in this Section 10.8 to the contrary, the Indemnified Party shall not effect a Settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) In the event that an Indemnified Party has delivered a Claim Notice in respect of an Indemnification Claim that does not involve a Third Party Claim, such Indemnification Claim shall be resolved through the dispute resolution process set forth in Section 12.15 .

(f) To the extent that this Section 10.8 conflicts with the procedures in Article IX , Article IX shall govern.

Section 10.9 Access to Information. After the Closing Date, Seller and Purchaser shall grant each other (or their respective designees), and Purchaser shall cause the Acquired Companies to grant to Seller (or its designees), access at all reasonable times upon reasonable notice to all of the information, books and records relating to the Acquired Companies in its possession, to the extent such books and records reasonably relate to an Indemnification Claim or Third Party Claim and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate, prosecute or defend any claims between the Parties arising under, this Agreement other than (a) information relating to post-Closing periods that is commercially sensitive, trade secret or otherwise confidential or (b) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. At or promptly after the Closing, Seller shall deliver to Purchaser all books, records, correspondence, files, and other information of or relating to the Acquired Companies or their properties, business, operations or condition (other than any of the foregoing items that relate to Excluded Items) in Seller’s or its Affiliate’s possession to the extent such information is not in the custody or possession of the Acquired Companies on the Closing Date other than (i) information relating to pre-Closing periods in respect of any non-Company Affiliate that is commercially sensitive, trade secret or otherwise confidential or (ii) in the case of claims between the Parties, any information that is subject to any attorney client, work

product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. To the extent that this Section 10.9 conflicts with the procedures in Article IX , Article IX shall govern.

ARTICLE XI
CONFIDENTIALITY

Section 11.1 Pre-Closing Confidential Information. Prior to the occurrence of the Closing, neither Party shall disclose or otherwise make available to any other third party (other than (a) such Party’s Representatives or (b) rating agencies and current or prospective lenders and equity providers, provided each such Person described in this clause (b) agrees to maintain the confidentiality of such information pursuant to an executed confidentiality agreement containing terms similar, in all material respects, to the provisions of this Article XI ) any information of a technical, commercial or business nature regarding the other Party or the terms or conditions of this Agreement (“ Pre-Closing Confidential Information ”) without the prior written consent of such Party, except to the extent that disclosure of such Pre-Closing Confidential Information is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange. Pre-Closing Confidential Information shall not include information which (i) has become generally known or available within the industry or the public though no act or omission of the disclosing Party; (ii) the disclosing Party can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of the disclosing Party; (iii) was received by the disclosing Party from a third party who became aware of it through no act or omission of the disclosing Party and who is not known to the disclosing Party to be under an obligation of confidentiality to the other Party; or (iv) the disclosing Party can demonstrate was independently developed by employees or consultants of such Party. In the event that disclosure is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange, to the extent permitted by applicable Law, the Party subject to such requirement shall promptly notify the other Party and will use reasonable efforts to obtain protective orders or similar restraints with respect to such disclosure.

Section 11.2 Post-Closing Seller Confidential Information.

(a) Purchaser acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Purchaser agrees from and after the Closing not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information without the prior written consent of Seller. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of Purchaser; (ii) Purchaser can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Purchaser; (iii) it was received by Purchaser from a third party who became aware of it through no act or omission of Purchaser and who is not known to Purchaser to be under an obligation of confidentiality to Seller; or (iv) Purchaser can demonstrate it was independently developed by employees or consultants of Purchaser.

(b) From and after the Closing, Purchaser shall maintain any Seller Confidential Information which has been or will be disclosed directly or indirectly to Purchaser by or on behalf

of Seller in confidence by it and shall not disclose or cause to be disclosed by Purchaser or any third party without Seller’s prior express written consent; provided , however , that Purchaser may disclose Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Purchaser in connection with Purchaser’s evaluation or implementation of the transactions contemplated by this Agreement; provided , further , that such persons have been informed of the duties required hereby and Purchaser causes such persons to comply with such duties. From and after the Closing, if Seller Confidential Information is disclosed under the provisions of this Section 11.2(b), to the extent permitted by applicable Law, Purchaser shall notify Seller of the same in writing not later than ten (10) Business Days following the disclosure.

(c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of Seller Confidential Information by Purchaser to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto, or (v) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand.

Section 11.3 Post-Closing Purchaser Confidential Information.

(a) Seller acknowledges that Purchaser Confidential Information is valuable and proprietary to Purchaser and Seller agrees from and after the Closing not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Purchaser Confidential Information without the prior written consent of Purchaser. Information shall not be deemed to be Purchaser Confidential Information if it has become generally known or available within the industry or the public though no act or omission of Seller.

(b) From and after the Closing, Seller shall maintain any Purchaser Confidential Information which has been or will be disclosed directly or indirectly to Seller by or on behalf of Purchaser in confidence by it and shall not disclose or cause to be disclosed by Seller or any third party without Purchaser’s prior express written consent; provided , however , that Seller may disclose Purchaser Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Seller in connection with the implementation of the transactions contemplated by this Agreement; provided , further , that such persons have been informed of the duties required hereby and Seller causes such person to comply with such duties. From and after the Closing, if Purchaser Confidential Information is disclosed under the provisions of this Section 11.3(b), to the extent permitted by applicable Law, Seller shall notify Purchaser of the same in writing not later than ten (10) Business Days following the disclosure.

(c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of Purchaser Confidential Information by Seller to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental

Authority, (iii) to comply with applicable Law, (iv) to provide services to Purchaser or its Affiliates, pursuant to this Agreement or any of the other agreements entered into pursuant hereto, (v) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto, or (vi) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates, on the other hand.

Section 11.4 Limitations on Confidential Information.

(a) Notwithstanding Section 11.2(b) and Section 11.3(b) , from and after the Closing, Seller Confidential Information and Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided , however , that: (i) such Seller Confidential Information and Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If Seller Confidential Information or Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a) , to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure.

(b) Each Party hereby agrees that from and after the Closing it will not make any use of any Seller Confidential Information or Purchaser Confidential Information, as applicable, except in connection with the transactions contemplated by this Agreement, unless specifically authorized to do so in writing, and this Agreement shall not be construed as a license or authorization to either Party to utilize Seller Confidential Information or Purchaser Confidential Information, as applicable, except for such purpose; provided , however , that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any Seller Confidential Information, other than the terms and conditions of this Agreement.

(c) From and after the Closing, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all Seller Confidential Information or Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such Seller Confidential Information, or Purchaser Confidential Information (as applicable) and (ii) to the extent embodying Seller Confidential Information or Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom Seller Confidential Information or Purchaser Confidential Information (as applicable) was properly provided by such Party; provided , however , copies of materials or summaries containing or reflecting Seller Confidential Information or Purchaser Confidential Information (as applicable) may be retained (and are not required to be destroyed) (A) by the Purchaser’s or the Seller’s, as applicable, in house or external attorneys to prevent possible future misunderstandings regarding the scope of the

disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as Seller Confidential Information or Purchaser Confidential Information (as applicable) retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this Agreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if such Purchaser Confidential Information is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such Purchaser Confidential Information is required in order to provide services to Purchaser or any of the Acquired Companies.

(d) Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of this Article XI shall not restrict the use and/or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the extent the use or retention of such Purchaser Confidential Information is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) to be required in order to provide services to Purchaser or any of the Acquired Companies.

ARTICLE XII
MISCELLANEOUS

Section 12.1 Notices . Unless otherwise set forth herein, any notice, request, instruction or other document to be given, provided or furnished hereunder by any Party to the other Party shall be in writing and shall be deemed duly given, provided or furnished (a) upon delivery, when delivered personally, (b) one (1) Business Day after being sent by overnight courier or when sent by facsimile transmission (with a confirming copy sent by overnight courier), or (c) three (3) Business Days after being sent by registered or certified mail, postage prepaid, as follows:

If to Seller:

Palo Duro Wind Holdings SellCo, LLC
c/o NextEra Energy Resources, LLC
700 Universe Boulevard
Juno Beach, Florida 33408-2683
Attention:
Facsimile:

With a copy (which shall not constitute effective notice) to:

Hogan Lovells US LLP
600 Brickell Avenue, Suite 2700
Miami, FL 33131
Attention: Thomas Woolsey, Esq.
Facsimile: 1 305 459 6550

If to Purchaser:

Palo Duro Wind Portfolio, LLC
c/o NextEra Energy Partners GP, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408-2683
Attention:
Facsimile:

With a copy (which shall not constitute effective notice) to:

Richards, Layton & Finger, P.A.
One Rodney Square

920 North King Street
Wilmington, Delaware 19801
Attention: Srinivas Raju, Esq.
Facsimile: 1 302 498 7748

or to such other Persons, addresses or facsimile as may be designated in writing by the party to receive such notice.

Section 12.2 Remedies.

(a) The Parties agree that damages at Law shall be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement by Purchaser or Seller, and, accordingly, the parties shall be entitled to injunctive relief with respect to any such breach, including specific performance of such covenants, promises or agreements or an order enjoining such other party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement, all without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond. The rights set forth in this Section 12.2 shall be in addition to any other rights which the parties may have at Law or in equity pursuant to this Agreement.

(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY OR ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOSS OF REVENUE, INCOME OR PROFITS BUT ONLY TO THE EXTENT THE SAME ARE NOT DIRECT DAMAGES), DIMINUTION OF VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OF ANY OTHER PARTY OR ANY OF SUCH PARTY’S AFFILIATES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ITS AFFILIATE’S, OR ANY OF THEIR RESPECTIVE OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR REPRESENTATIVE’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, AND IN PARTICULAR, NO “MULTIPLE OF PROFITS” OR “MULTIPLE OF CASH FLOW” OR SIMILAR VALUATION METHODOLOGY SHALL BE

USED IN CALCULATING THE AMOUNT OF ANY LOSSES, EXCEPT IN EACH CASE, ANY SUCH AMOUNTS REQUIRED TO BE PAID TO THIRD PARTIES PURSUANT TO A THIRD-PARTY CLAIM THAT IS SUBJECT TO AN INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT (collectively, “ Non-Reimbursable Damages ”).

Section 12.3 Entire Agreement. The Confidentiality Agreement, this Agreement and the Transaction Documents supersede all prior discussions and agreements between the Parties with respect to the subject matter hereof, and this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement contain the sole and entire agreement of the Parties hereto with respect to the subject matter hereof. The Parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement; and the Parties hereto expressly disclaim that they are owed any duties in connection with the transactions contemplated hereby or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the subject matter hereof shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement).

Section 12.4 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby, including all expenses and costs incurred to obtain approvals required by such Party from Governmental Authorities.

Section 12.5 Schedules. Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. Information disclosed in any Schedule shall constitute a disclosure for purposes of all other Schedules notwithstanding the lack of specific cross-reference thereto, but only to the extent the applicability of such disclosure to such other Schedule is reasonably apparent on its face. In no event shall the inclusion of any matter in the Schedules be deemed or interpreted to broaden Seller’s representations, warranties, covenants or agreements contained in this Agreement. The mere inclusion of an item in the Schedules shall not be deemed an admission by Seller that such item represents a material exception or fact, event, or circumstance or that such item is reasonably likely to result in a Material Adverse Effect.

Section 12.6 Nature of Representations and Warranties. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. The Parties have agreed that should any representation or warranty of any Party prove untrue, the other Parties shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any Party hereto as a result of the untruth of any such representation or warranty.

Section 12.7 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

Section 12.8 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

Section 12.9 No Third Party Beneficiary. Except as specified in Article X (which provisions are intended for the benefit of the Persons identified therein), the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

Section 12.10 Assignment; Binding Effect. Purchaser may assign its rights to indemnification under this Agreement to Purchaser’s lenders for collateral security purposes, but such assignment shall not release Purchaser from its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 12.11 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

Section 12.12 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, such provision will be fully severable, this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid

and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible for such provision to be legal, valid and enforceable.

Section 12.13 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 12.14 Governing Law; Waiver of Jury Trial; Service of Process .

(a) This Agreement and each other Transaction Document (unless expressly provided otherwise therein), and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or such Transaction Documents, the negotiation, execution or performance of this Agreement or such Transaction Documents (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or such Transaction Documents or as an inducement to enter into this Agreement or such Transaction Documents), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Agreement involves at least $1,000,000 and that this Agreement has been entered into in express reliance on Sections 5-1401 and 5-1402 of the New York General Obligations Law.

(b) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

(c) Each Party irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 12.1 and agrees that such service shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 12.14 . Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Section 12.15 Alternative Dispute Resolution . In the event of any claim, dispute or controversy arising under, out of or relating to this Agreement or any of the other Transaction Documents or any breach or purported breach hereof or thereof (the “ Dispute ”) which the Parties hereto have been unable to settle or agree upon in the normal course of business and within a period of fifteen (15) days after the Dispute arises, the Parties shall follow the dispute resolution process as set forth herein.

(a) Negotiations . The Parties shall attempt in good faith to resolve the Dispute promptly by negotiation between senior officers who have authority to settle the controversy. Either Party may give the other Party written notice of the existence of any such Dispute. Within ten (10) days after delivery of the notice, the Party receiving the notice shall submit to the disputing Party a written response. The notice and the response shall include: (1) a statement of each Party’s position and a summary of arguments supporting that position; and (2) the name and title of the executive

who will represent the Party in the negotiations and of any other person who will accompany the senior officer. Within twenty (20) days after delivery of the disputing Party’s notice, the senior officers shall meet in a mutually acceptable time, manner and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by a Party to the other will be honored. All negotiations pursuant to this Section 12.15 are confidential and without prejudice.

(b) Mediation . If the Dispute has not been resolved by negotiation within thirty (30) days of the disputing Party’s notice, or if the Parties failed to meet within twenty (20) days after delivery of the disputing Party’s notice and upon mutual agreements of the Parties, the. Dispute shall be referred to non-binding mediation before a qualified and experienced mediator to be mutually agreed to by the Parties. The place of mediation shall be Palm Beach County, Florida. The Parties shall agree upon a mediator within ten (10) days after referral of the Dispute to non-binding mediation. If the Parties cannot agree on a mediator within such ten (10) days, either Party may submit the dispute to arbitration pursuant to Section 12.15(c) below. The mediator shall be a retired judge or a licensed attorney with at least ten (10) years’ experience in the electric utility industry from the national roster of mediators of the American Arbitration Association (the “ AAA ”). Compensation of the mediator and other mediation fees; costs, and expenses assessed by the mediator shall be borne equally by the parties. Each Party shall otherwise pay for its own costs incurred to participate in the mediation.

(i) After, but only after the period for resolution of a Dispute set forth in Section 12.15(a) and Section 12.15(b) , as appropriate, has terminated without a resolution, at the request of either Party to the Dispute, the Dispute shall be referred to and finally settled by binding arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the AAA then in effect before a panel of three (3) arbitrators. The arbitration shall be conducted in English and shall take place in Palm Beach County, Florida or in any other place and location mutually agreed upon by the Parties hereto.

(ii) The arbitration shall be conducted before a three (3) member panel, with each Party selecting one arbitrator and the third arbitrator, who shall be the chairman of the panel, being selected by the two party-appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding Party shall name its arbitrator within ten (10) days after receipt of the demand for arbitration. The third arbitrator shall be named within ten (10) days after the appointment of the second arbitrator. If the two (2) party-appointed arbitrators are unable to agree upon the third arbitrator within fifteen (15) days after the two (2) party arbitrators have been appointed; the third arbitrator shall be selected by the AAA in accordance with the Rules. Each arbitrator will be qualified by at least ten (10) years’ experience in the electric utility industry, and the chairman of the arbitration panel shall be a licensed attorney whose primary area of practice for the preceding ten (10) years is the electric utility industry.

(iii) The award rendered by the arbitration panel shall be: (1) in writing, signed by the arbitrators, stating the reasons upon which the award is based; (2) rendered as soon as practicable after conclusion of the arbitration; and (3) final and binding upon the Parties without

the right of appeal to the courts, including the question of cost of the arbitration and all matters related thereto. Each of the Parties agrees that any judgment rendered by the arbitrators against it may be entered in either (1) the Federal court of the Southern District of New York to the extent that such court has or can exercise jurisdiction or (2) the New York state courts in New York County, New York, to the extent that the Federal court of the Southern District of New York does not have or cannot exercise jurisdiction, and any such judgment entered in either such court may be executed against such Party’s assets in any jurisdiction. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF (1) THE FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK TO THE EXTENT THAT SUCH COURT HAS OR CAN EXERCISE JURISDICTION AND (2) THE NEW YORK STATE COURTS IN NEW YORK COUNTY, NEW YORK, TO THE EXTENT THAT THE FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK DOES NOT HAVE OR CANNOT EXERCISE JURISDICTION, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY WAIVES, AND SHALL NOT ASSERT AS A DEFENSE IN ANY LEGAL DISPUTE, THAT (1) SUCH PARTY IS NOT SUBJECT THERETO, (2) SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT, OR IS NOT MAINTAINABLE, IN SUCH COURT, (3) SUCH PARTY’S PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, (4) SUCH ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (5) THE VENUE OF SUCH ACTION, SUIT OR PROCEEDING IS IMPROPER. A FINAL JUDGMENT IN ANY ACTION, SUIT OR PROCEEDING DESCRIBED IN THIS SECTION FOLLOWING THE EXPIRATION OF ANY PERIOD PERMITTED FOR APPEAL AND SUBJECT TO ANY STAY DURING APPEAL SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAWS. The arbitrators shall, in any award, allocate all of the costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the arbitrators, against the Party who did not prevail. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration.

(iv) The arbitrators shall have no jurisdiction to consider: (1) any Non-Reimbursable Damages arising under, arising out of or related to this Agreement or any of the other Transaction Documents or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss; or (2) any challenge to the limitations of liability contained in this Agreement.

(d) Each Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction as provided in Section 12.15(c)(iii) any injunctive, interim or provisional relief that is necessary to protect the rights or property of that Party.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.



PURCHASER

Palo Duro Wind Portfolio, LLC


By:	ARMANDO PIMENTEL, JR.
	Name:	Armando Pimentel, Jr.
	Title:	President



SELLER

Palo Duro Wind Holdings SellCo, LLC


By:	PAUL I. CUTLER
	Name:	Paul I. Cutler
	Title:	Vice President

[ Purchase and Sale Agreement Signature Page ]

EXHIBIT A

DEFINITIONS

Certain Definitions . As used herein:

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ AAA ” has the meaning given to it in Section 12.15(b) .

“ Acquired Companies ” means the Company, the Project Company and Palo Duro Wind Interconnection Services, LLC, a Delaware limited liability company, individually or collectively as the context requires.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

“ Agreement ” has the meaning given to it in the preamble.

“ Allocation ” has the meaning given to it in Section 2.3 .

“ Balance Sheet Date ” has the meaning given to it in Section 5.19 .

“ Base Purchase Price ” has the meaning given to it in Annex II .

“ Benefit Plan ” means (a) each “ employee benefit plan, ” as such term is defined in Section 3(3) of ERISA, (b) each plan, agreement or arrangement that would be an “ employee benefit plan ,” as such term is defined in Section 3(3) of ERISA, if it was subject to ERISA, such as foreign plans and plans for directors, (c) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock, equity or equity-based plan, agreement or arrangement (whether qualified or nonqualified), and/or (d) each employment, individual consulting, retention, change of control, severance, retirement, bonus, incentive compensation, deferred compensation, medical, retiree medical, vision, dental, other health, life insurance plan, agreement or arrangement insurance plan.

“ Business ” means, with respect to the Acquired Companies, the ownership, development, construction, financing and operation of the Facility and related interconnection infrastructure.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York and Florida are authorized or required by applicable Law to be closed.

A-1

“ Cash Sweep and Credit Support Agreement ” means the Cash Sweep and Credit Support Agreement, dated as of July 1, 2014, between NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, as amended from time to time.

“ Casualty Value ” has the meaning given to it in Section 7.5 .

“ Claim ” means any demand, claim, action, investigation, legal proceeding (whether at law or in equity) or arbitration.

“ Claim Notice ” has the meaning given to it in Section 10.8(a) .

“ Closing ” means the closing of the transactions contemplated by this Agreement as provided for in Section 3.1 .

“ Closing Conditions ” means the conditions set forth in Section 3.4 , Section 3.5 and Section 3.6 .

“ Closing Date ” means the date on which the Closing occurs.

“ Closing Purchase Price ” has the meaning given to it in Annex II .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commercially Reasonable Efforts ” means efforts that are designed to enable a Party to satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Agreement or other Transaction Documents and which do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of the transactions contemplated by this Agreement or the other Transaction Documents.

“ Company ” has the meaning given to it in the Recitals.

“ Company Consents ” means the Consents set forth in Schedule 5.3 .

“ Completion True-Up Payment ” has the meaning given to it in Annex II .

“ Condemnation Value ” has the meaning given to it in Section 7.6 .

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of September 17, 2014, between Energy Resources and NextEra Energy Partners, LP, a Delaware limited partnership.

“ Consents ” means all consents, waivers, approvals, allowances, authorizations, declarations, filings, recordings, registrations, validations or exemptions and notifications.

A-2

“ Contract ” means any legally binding contract, lease, license, note, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other legally binding arrangement, but shall exclude Permits.

“ Deductible Amount ” has the meaning given to it in Section 10.2(a)(iii) .

“ Dispute ” has the meaning given to it in Section 12.15 .

“ Dispute Period ” has the meaning given to it in Section 10.8(b) .

“ Effective Date ” has the meaning given to it in the preamble, and refers to the date of this Agreement.

“ Encumbrances ” means any mortgages, pledges, liens, security interests, charge, claim, equitable interest, infringement of a third party patent, copyright, trade secret or other intellectual property right, encumbrance, restriction on transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, whether relating to any property or right or the income or profits therefrom.

“ Energy Resources ” means NextEra Energy Resources, LLC, a Delaware limited liability company.

“ Environmental Claim ” means any claim, action, proceeding, loss, cost, expense, liability, fine, penalty or damage arising out of or related to any violation of, or liability under, Environmental Law.

“ Environmental Law ” means all applicable Laws relating to (a) pollution, (b)protection of public health and safety, (c) emissions, discharges, releases or threatened releases of any Hazardous Material into the environment (including ambient air, surface water, ground water, land surface or subsurface strata); (d) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of any Hazardous Material; and (e) the environment or natural resources, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et. seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et. seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Clean Water Act (33 U.S.C. §1311, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq.) and the Occupational Safety and Health Act of 1970 (29 U.S.C. §651, et seq.), and the regulations promulgated pursuant thereto, and corresponding state laws, and the regulations promulgated thereto.

“ Environmental Permit ” has the meaning given to it in Section 5.14(b) .

A-3

“ Equity Interests ” means capital stock, partnership or membership interests, trust interests or units (whether general or limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity.

“ Equity Securities ” means (a) Equity Interests, (b) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to acquire, any Equity Interests and (c) securities convertible into or exercisable or exchangeable for shares of Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ Excluded Items ” has the meaning given to it in Section 7.12 .

“ Facility ” means the wind power electric generating facility (including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith), for an estimated total of 263.1 megawatts nameplate capacity, that are included in the Project.

“ FERC ” means the Federal Energy Regulatory Commission or its successor Governmental Authority.

“ Financial Statements ” has the meaning given to it in Section 5.19 .

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or other markets.

“ Guarantor ” means ESI Energy, LLC, a Delaware limited liability company.

“ Guaranty Agreement ” has the meaning given to it in Section 3.2(d) .

“ Hazardous Material ” means any and all materials (including substances, chemicals, compounds, mixtures, wastes, pollutants and contaminants) (i) to the extent such materials are regulated under Environmental Laws as being hazardous, acutely hazardous or toxic, and; or (ii) any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, or friable asbestos.

“ Indemnification Claim ” has the meaning given to it in Section 10.8(a) .

“ Indemnified Party ” has the meaning given to it in Section 10.8(a) .

“ Indemnifying Party ” has the meaning given to it in Section 10.8(a) .

A-4

“ Insurance Payment ” has the meaning given to it in Section 10.3(b) .

“ Intellectual Property ” means all intellectual property and rights therein, however denominated, throughout the world, whether or not registered, including the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, business names, logos, trade dress, and registrations and applications for registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom (d) trade secrets and confidential information, including ideas, technology, inventions, invention disclosures, discoveries, improvements, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable, and (e) the Intellectual Property Licenses.

“ Intellectual Property Licenses ” means (i) any grant to a third Person of any right to use any of the Intellectual Property owned by any of the Acquired Companies, or (ii) any grant to any of the Acquired Companies of a right to use a third Person’s intellectual property rights which is necessary for the use of any Intellectual Property currently used by or that will be required to be used by any of the Acquired Companies after the Closing, which is not owned by any of the Acquired Companies.

“ Interest ” has the meaning given to it in the Recitals.

“ Interim Period ” means the period of time from the Effective Date until either (a) the Closing Date or (b) the date any termination of this Agreement becomes effective.

“ Knowledge ” means, when used in a particular representation in this Agreement with respect to Seller, the actual knowledge of the individuals listed on Schedule K , after reasonable inquiry.

“ Land Contracts ” means the deeds, leases, easements, options and other real property estates, interests and/or rights in and to the Project Site held by any Acquired Company, together with all modifications, supplements or amendments thereto.

“ Laws ” means all federal, state, local or foreign laws, statutes, common law, rules, codes, regulations, restrictions, ordinances, tariffs, orders, decrees, approvals, directives, judgments, rulings, injunctions, writs and awards of, or issued, promulgated, enforced or entered by, any and all Governmental Authorities (including any court of competent jurisdiction), or other requirement or rule of law.

“ Letter of Intent ” means the Letter of Intent, dated October 16, 2014, by Bank of America Public Capital Corp and The Bank of New York Mellon to NextEra Energy Capital Holdings, Inc.

“ Loss ” means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses and expenses (including interest, court costs, reasonable fees

A-5

of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). For all purposes in this Agreement the term “ Losses ” does not include any Non-Reimbursable Damages.

“ Management Services Agreement ” means the Management Services Agreement, dated as of July 1, 2014, between NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and NextEra Energy Management Partners, LP, a Delaware limited partnership, as amended from time to time.

“ Material Adverse Effect ” means any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the Acquired Companies taken together as a whole, or (ii) Seller’s ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which any Acquired Company operates or are involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity and/or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document) or the sale of the Acquired Companies, or the pendency of or consummation of the transactions contemplated by this Agreement or any other Transaction Document, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of any of the Acquired Companies, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document) or the identity of Purchaser, or the consummation of the transactions contemplated by this Agreement or any other Transaction Document, and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document; provided , however , that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting the Acquired Companies in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in the geographic region in which the Acquired Companies operate.

“ Material Contract ” has the meaning given to it in Section 5.11(a) .

“ Material Permit ” has the meaning given to it in Section 5.13(a) .

“ Mitigation Payment ” has the meaning given to it in Section 10.3(b) .

A-6

“ Non-Reimbursable Damages ” has the meaning given to it in Section 12.2(b) .

“ Non-Transferred Excluded Item ” has the meaning given to it in Section 7.12 .

“ Ordinary Course of Business ” means the regular, day-to-day conduct of business of a Person consistent with such Person’s past custom and practice, including the development and construction of the Facility and related interconnection infrastructure and the consummation of any Permitted Financing.

“ Organizational Documents ” means (a) the certificate or articles of incorporation or charter documents and bylaws of each Person that is a corporation, (b) the certificate of formation, articles of organization, limited liability company agreements or regulations, as applicable, of each Person that is a limited liability company, (c) the certificates of limited partnership and the agreements of limited partnership of each Person that is a limited partnership, (d) the trust declaration, trust agreement, indenture or other governing instrument for any statutory or common law trust and (e) the memorandum and/or articles of association, charter, constitution, shareholders agreement, business license or other documentation governing the formation, organization, governance, ownership and existence of any Person organized under the Laws of a jurisdiction other than the United States, the District of Columbia or any State of the United States.

“ Outside Date ” means the date that is 120 days after the Effective Date.

“ Party ” means each of Purchaser and Seller and “ Parties ” means Purchaser and Seller, collectively.

“ Permits ” means all permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted by a Governmental Authority required to conduct Seller’s business, other than permits , certificates of authority, authorizations, approvals, registrations, franchises and similar consents which are not yet required, and other than permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents that are non-discretionary ministerial permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents obtainable in the ordinary course of business, whose absence would not have a Material Adverse Effect.

“ Permitted Encumbrances ” means (a) those exceptions to title for the Property identified in Schedule PE ; (b) statutory Encumbrance for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (c) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar liens arising or incurred in the Ordinary Course of Business relating to obligations which are not reasonably expected to have a Material Adverse Effect on the Property or the validity of which are being contested diligently in good faith and the applicable party has set aside adequate reserves for the payment of such liens, together with all interest and penalties; (d) recorded or unrecorded Encumbrances, easements, restrictions, covenants, licenses that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (e) any Encumbrances arising in the Ordinary Course of Business by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested diligently in good faith by Seller or any

A-7

Acquired Company and could not reasonably be expected to result in a Material Adverse Effect; (f) all matters that are disclosed (whether or not subsequently deleted or endorsed over) on any survey, in the Proforma Policies or in the Title Policy; (g) non-exclusive license with respect to Intellectual Property granted in the Ordinary Course of Business; (h) the terms and conditions of the Material Contracts which would not reasonably be expected to cause a Material Adverse Effect; (i) any Encumbrance to be released on or prior to Closing; (j) any Encumbrance created in favor of lenders or investors, or the collateral agent, trustee or other agent appointed to act on behalf of any lender or investor, in each case in connection with a Permitted Financing; and (k) any other Encumbrances set forth on Schedule PE .

“ Permitted Financing ” has the meaning given to it in Annex II .

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“ Post-Closing Working Capital Adjustment Payment ” has the meaning given to it in Annex II .

“ Pre-Closing Confidential Information ” has the meaning given to it in Section 11.1 .

“ Pre-Closing Taxable Period ” has the meaning given to it in Section 9.2(a) .

“ Proforma Policies ” means, collectively, the proforma, and any modifications thereto provided or made available to Purchaser, of (i) Stewart Title Guaranty Company Owner Policy of Title Insurance for the State of Texas dated September 26, 2014 and (ii) Stewart Title Guaranty Company Owner Policy of Title Insurance for the State of Oklahoma dated September 16, 2014.

“ Project ” means the approximately 249.9 megawatt wind power electric generating facility located in Hansford and Ochiltree Counties, Texas, including any ongoing development and construction with respect thereto.

“ Project Company ” has the meaning given to it in the Recitals.

“ Project Company Interests ” has the meaning given to it in the Recitals.

“ Project Site ” means the portions of the Property on which the Facility is located.

“ Projections ” has the meaning given to it in Section 5.23 .

“ Property ” means the real property owned or leased by the Acquired Companies, including leasehold interests, easements and rights-of-way appertaining or related thereto, including, without limitation, all of the real property legally described in the Land Contracts listed on Schedule 5.12(b) .

“ Property Taxes ” has the meaning given to it in Section 9.2(b) .

A-8

“ Purchase Price ” has the meaning given to it in Annex II .

“ Purchase Price Allocation Schedule ” has the meaning given to it in Section 2.3 .

“ Purchaser ” has the meaning given to it in the preamble.

“ Purchaser Confidential Information ” means the terms and conditions of this Agreement and, from and after the Closing (a) any and all non-public information of a technical, commercial or business nature that relates to the Acquired Companies or the assets of the Acquired Companies, (b) any and all other information provided by Purchaser to Seller relating to the operation of Purchaser’s or its other Affiliates’ businesses, and (c) any and all other information provided by Purchaser to Seller, which is subject to the Confidentiality Agreement, in each case, excluding any information relating to the Excluded Items.

“ Purchaser Consents ” means the Consents set forth in Schedule 7.1 .

“ Purchaser Indemnified Parties ” has the meaning given to it in Section 10.1(a) .

“ Purchaser Material Adverse Effect ” means any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the Purchaser, or (ii) Purchaser’s ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that in determining whether a Purchaser Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which Purchaser operates or is involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity and/or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document) or the sale of the Acquired Companies, or the pendency of or consummation of the transactions contemplated by this Agreement or any other Transaction Document, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of Purchaser, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document) or the identity of Seller or the Acquired Companies, or the consummation of the transactions contemplated by this Agreement or any other Transaction Document, and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document; provided , however , that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting Purchaser in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in which Purchaser operates.

A-9

“ Purchaser Taxes ” has the meaning given to it in Section 9.2(c) .

“ Release ” means any release, spill, emission, migration, leaking, pumping, pouring, emptying, escaping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Materials into the environment, to the extent giving rise to liability under applicable Environmental Laws.

“ Representatives ” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers, insurers, financing sources and consultants.

“ Rules ” has the meaning given to it in Section 12.15(c)(i) .

“ Schedules ” means the disclosure schedules attached to this Agreement.

“ Seller ” has the meaning given to it in the preamble.

“ Seller Confidential Information ” means the terms and conditions of this Agreement and, from and after the Closing, (a) any and all information provided by Seller to Purchaser and identified by Seller as confidential that is not related solely to the Acquired Companies or the assets of the Acquired Companies, (b) any and all other information provided by Seller to Purchaser relating to the operation of Seller’s or its other Affiliates’ businesses, and (c) any and all other information provided by Seller to Purchaser, which is subject to the Confidentiality Agreement (other than information relating to the Acquired Companies).

“ Seller Consents ” means the Consents set forth in Schedule 7.1 .

“ Seller Indemnified Parties ” has the meaning given to it in Section 10.1(b) .

“ Settlement ” has the meaning given to it in Section 10.8(b) .

“ Straddle Taxable Period ” has the meaning given to it in Section 9.2(a) .

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, ad valorem, sales and use, employment, social security, disability, occupation, property, severance, value added, transfer, capital stock, excise or other taxes imposed by or on behalf of any Governmental Authority, including any interest, penalty or addition thereto.

“ Tax Return ” means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Taxing Authority with respect to Taxes, including amendments thereto.

“ Taxing Authority ” means, with respect to any Tax, the Governmental Authority or that imposes such Tax, and the Governmental Authority charged with the collection of such Tax for such entity or subdivision.

“ Third Party Claim ” has the meaning given to it in Section 10.8(a) .

A-10

“ Third Party Payment ” has the meaning given to it in Section 10.3(b) .

“ Title Company ” means Stewart Title Guaranty Company.

“ Title Policy ” means, an “extended” Coverage Owner’s Policy of Title Insurance or Leasehold Policy of Title Insurance (all such title insurance policies, collectively, the “ Title Policy ”) as applicable, in each case (i) in current form available in the state in which such Property is located (including preprinted exceptions thereto), (ii) issued by the Title Company, and (iii) to insure each such Property for the amount of the allocated value for such Property as set forth in the Purchase Price Allocation Schedule, subject only to the Permitted Encumbrances (or providing affirmative coverage over, or an endorsement with respect to, any liens that are not otherwise Permitted Encumbrances, provided such affirmative coverage or endorsement is offered by the Title Company with commercially reasonable terms that do not include an indemnity from the Seller, NextEra Energy Resources, LLC or any Affiliate of either party as condition to issuance).

“ Transaction Documents ” means this Agreement, each of the officer certificates required by this Agreement to be delivered as Closing Conditions and each of the Contracts which are Exhibits to this Agreement.

“ Transaction Materials ” has the meaning given to it in Section 8.2(c) .

“ Transfer Taxes ” means all transfer, sales, use, goods and services, value added, documentary, stamp duty, gross receipts, excise, transfer and conveyance Taxes and other similar Taxes, duties, fees or charges.

“ Treasury Regulations ” means one or more treasury regulations promulgated under the Code by the Treasury Department of the United States.

“ Wind Energy Purchase Agreement ” means that certain Wind Energy Purchase Agreement between Southwestern Public Service Company and the Company, dated July 10, 2013, as amended from time to time.

* * *

A-11

Exhibit 3.3



State of Delaware Secretary of State Division of Corporations Delivered 08:20 PM 03/06/2014 FILED 08:20 PM 03/06/2014 SRV 140299523 - 5487550 FILE

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP



	Ÿ		The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:



	Ÿ		First: The name of the limited partnership is NextEra Energy Partners, LP .



	Ÿ		Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the city of Wilmington . Zip code 19801 . The name of the Registered Agent at such address is The Corporation Trust Company .



	Ÿ		Third: The name and mailing address of each general partner is as follows:

			NextEra Energy Partners GP, Inc. 700 Universe Blvd. Juno Beach, FL 33408



	Ÿ		In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 6 ^th day of March , A.D. 2014 .



NextEra Energy Partners GP, Inc.

By:	MELISSA A. PLOTSKY
	General Partner

Name:	Melissa A. Plotsky, Asst. Secretary
	(type or print name)

Exhibit 3.4

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:20 PM 03/06/2014

FILED 07:59 PM 03/06/2014

SRV 140299551 - 5493932 FILE

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP



	Ÿ		The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:



	Ÿ		First: The name of the limited partnership is NextEra Energy Operating Partners, LP .



	Ÿ		Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the city of Wilmington . Zip code 19801 . The name of the Registered Agent at such address is The Corporation Trust Company .



	Ÿ		Third: The name and mailing address of each general partner is as follows:

			NextEra Energy Operating Partners GP, LLC 700 Universe Blvd. Juno Beach, FL 33408



	Ÿ		In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of 6 ^th day of March , A.D. 2014 .



NextEra Energy Operating Partners GP, LLC

By:	MELISSA A. PLOTSKY
	General Partner

Name:	Melissa A. Plotsky, Secretary
	(type or print name)

Exhibit 3.5

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:20 PM 03/06/2014

FILED 07:43 PM 03/06/2014

SRV 140299502 - 5493921 FILE

CERTIFICATE OF INCORPORATION

NEXTERA ENERGY PARTNERS GP, INC.

ARTICLE I

The name of the corporation is NextEra Energy Partners GP, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the state of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

ARTICLE V

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. The number of directors of the Corporation shall be fixed from time to time by the Board of Directors of the Corporation.

ARTICLE VII

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE VII

In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VIII

The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate, in the manner now or hereafter prescribed to by statute, and all rights conferred upon stockholders, directors or any other person herein are granted subject to this reservation.

ARTICLE IX

The name and address of the Incorporator of the Corporation is Melissa A. Plotsky, 700 Universe Boulevard, Juno Beach, Florida 33408.

IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on March 6, 2014.

MELISSA A. PLOTSKY

Melissa A. Plotsky, Incorporator

Exhibit 3.6

BYLAWS

NEXTERA ENERGY PARTNERS GP, INC.

ARTICLE I. MEETINGS OF STOCKHOLDER

Section 1 Annual Meeting . The annual meeting of the stockholder for the election of directors and the transaction of any other business shall be held on such date and at such time and in such place, either within or without the State of Delaware, as may be designed by the Board of Directors.

Section 2 Special Meetings . Special meetings of the stockholder may be called by the Chairman of the Board of Directors, the President, the Board of Directors, or as otherwise provided by law.

Section 3 Action without a Meeting . Any action required or permitted to be taken at a stockholder’s meeting, may be taken without a meeting, by a consent in writing setting forth the action to be taken and signed by the stockholder.

ARTICLE II. DIRECTORS

Section 1 General Powers. Except as provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the power of the Corporation, subject to the provisions of the laws of Delaware, the Certificate of Incorporation and these Bylaws.

Section 2 Number and Qualifications . The Board of Directors shall consist initially of such number of directors as is set forth in the Written Consent of Sole Incorporator, and thereafter shall consist of such number as may be fixed from time to time by resolution of the Board of Directors. The directors need not be stockholders.

Section 3 Election and Term . At each annual meeting, the stockholder shall elect directors to hold office for a term of one year or until his or her successor is duly elected and qualified or until his or her earlier resignation, retirement, removal from office or death.

Section 4 Vacancies . Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum of directors. Any person elected to fill a vacancy shall hold office only until the next election of directors by the stockholder.

Section 5 Regular Meetings . The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of any business immediately after the annual meeting of the stockholder, provided a quorum of directors is present. Other regular meetings may be held at such times as may be determined from time to time by resolution of the Board of Directors.

Section 6 Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, or by a majority of directors.

Section 7 Notice and Place of Meetings . Regular meetings of the Board of Directors shall be held without notice at the location of and immediately after the annual stockholder’s meeting in each year, and at such other time and place, as may be determined by the Board of Directors. Notice of the time and place of special meetings of the Board of Directors shall be given to each director either personally, by telephone, by mail, by telecopy or by other means of electronic transmission, at least two days prior to the meeting (notice by mail shall be deemed delivered three days after deposit in the U.S. mail).

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any

and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Meetings of the board of directors shall be presided over by the Chairman of the Board, or if such position is vacant or such person is absent, by the lead director (if such a position shall have been duly established by the Board of Directors), or, if such position is vacant or such person is absent, by the Chief Executive Officer designated as such by the Board of Directors pursuant to Article III, Section 1 of these bylaws. If none of the Chairman of the Board, the lead director or the Chief Executive Officer is present, the directors shall elect a chairman for the meeting from one of their members present.

Section 8 Quorum . A majority of the Board of Directors at any time in office shall constitute a quorum. At any meeting at which a quorum is present, the vote of a majority of the members present shall be the act of the Board of Directors unless the act of a greater number is specifically required by law, the Certificate of Incorporation or these Bylaws. The members of the Board of Directors shall act only as the Board of Directors and the individual members thereof shall not have any powers as such.

Section 9 Committees . From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may designate from among its members any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers and perform such duties as shall be determined and specified by the Board of Directors in the resolution of appointment. Subject to the Certificate of Incorporation, any member of such a committee may be removed at any time, with or without cause, by the Board of Directors. Any vacancy in a committee occurring from any cause whatsoever may be filled by the Board of Directors.

Section 10 Action Without a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III. OFFICERS

Section 1 Types . The officers of the Corporation may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may determine from time to time. The Chief Executive Officer of the Corporation shall be either the Chairman of the Board or the President as determined by the Board of Directors. The Chairman of the Board and the President of the Corporation shall each have the authority to appoint one or more Assistant Treasurers, Assistant Controllers and Assistant Secretaries.

Section 2 Appointment and Term . The officers of the Corporation shall be appointed by the Board of Directors or by a duly appointed officer authorized to appoint officers. Each officer shall hold office until the first Board of Directors meeting immediately following the annual stockholder’s meeting next occurring after his or her appointment to office and until his or her successor shall have been appointed or until his or her earlier resignation, retirement, removal from office or death.

Section 3 Duties . All officers of the Corporation shall have such authority and shall perform such duties as generally pertain to their respective offices and shall have such additional authority and perform such additional duties as may from time to time be determined by resolution of the Board of Directors.

Section 4 Removal of Officers . Any officer may be removed by the Board of Directors at any time with or without cause. Any officer appointed by the Chief Executive Officer or the President may be removed by either the Chief Executive Officer or the President at any time with or without cause.

ARTICLE IV. STOCK CERTIFICATES

Section 1 Issue of Certificates of Stock. The shares of the Corporation shall be represented by Certificates. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any of or all of the signatures on the certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of issue.

Section 2. Lost, Destroyed and Mutilated Certificates . The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates therefor. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of such new certificate and against all other liability in the premises, or may remit such owner to such remedy or remedies as such owner may have under the laws of the State of Delaware.

ARTICLE V. DIVIDENDS

The Board of Directors shall have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any part of the surplus or net profits of the Corporation, if any, shall be declared as dividends and paid to the stockholder, and to fix the date or dates for the payment of dividends.

ARTICLE VI. INDEMNIFICATION/ADVANCEMENT OF EXPENSES

Section 1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), any person (a “Covered 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 action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving, at the request of the Corporation, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.

Notwithstanding the foregoing, except with respect to indemnification specified in Section 3 of this Article VI, the Corporation shall indemnify a Covered 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 Corporation prior to 60 days after receipt of notice thereof from such person.

Section 2. Expenses. Expenses, including attorneys’ fees, incurred by a Covered Person in defending or otherwise being involved in a Proceeding in connection with his or her status as a Covered Person shall be paid by the Corporation 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 Corporation or (B) a director, officer or other employee, or former director, officer or other employee, of the Corporation serving as a trustee or fiduciary of any employee benefit plan of the Corporation, 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 Corporation; or (ii) in the case of any other Covered Person, upon such terms and as the Board of Directors, the Chairman of the Board or the President of the Corporation 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 Corporation 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 Corporation 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 Corporation after a written claim has been received by the Corporation 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 Corporation (in each case, except if authorization thereof was denied by the Board of Directors of the Corporation as provided in Article VI, Section 1 and Section 2, as applicable), the Covered Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Covered 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 Corporation) that indemnification of the Covered Person is prohibited by law, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholder) to have made a determination, if required, prior to the commencement of such action that indemnification of the Covered Person is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholder) that indemnification of the Covered Person is prohibited, shall be a defense to the action or create a presumption that indemnification of the Covered Person is prohibited.

Section 4. Miscellaneous .

(A) 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 Corporation 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 Corporation, and may grant to such person indemnification by the Corporation as described in Section 1 of this Article VI.

(B) 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 Certificate of Incorporation, bylaw, agreement, vote of the stockholder 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 Corporation or others and for such other indemnification of directors, officers, employees or agents as it shall deem appropriate.

(C) Insurance Contracts and Funding. The Corporation 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 Corporation 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 Corporation would have the power to indemnify such person against such expenses, liabilities or losses under the Delaware General Corporation Law. The Corporation may enter into contracts with any director, officer, agent or employee of the Corporation 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.

(D) 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 Corporation 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 or other modification of this Article VI or any repeal or modification of the Delaware General Corporation Law, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is a Covered 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.

(E) 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 Corporation shall nevertheless (1) indemnify each Covered Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and (2) 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 a Covered Person, including an action by or in the right of

the Corporation, 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.

ARTICLE VII. ACTION WITH RESPECT TO

SECURITIES OF OTHER ENTITIES

Except as otherwise directed by the Board of Directors, the President, any Vice President and the Treasurer shall each have the power to vote and to otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of holders, or with respect to any action of holders, of any other domestic or foreign corporation, limited

liability company, partnership or other entity in which the Corporation may hold securities, membership or other ownership interests and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities or interests in such other entity, and to dispose of such securities or interests. The Board of Directors may from time to time confer like powers upon any other person or persons.

ARTICLE VIII. MISCELLANEOUS PROVISIONS.

Section 1. Fiscal Year . The fiscal year of the Corporation shall begin on January 1st of each year and end on December 31 ^st of that year, or such other period as the Board of Directors may fix by resolution.

Section 2. Corporate Seal . The corporate seal shall be in such form as approved by the Board of Directors and may be altered by the Board of Directors as necessary. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Use of Electronic Transmission . The Corporation is authorized to use “electronic transmissions” as defined in the Delaware General Corporation Law to the full extent allowed, including, but not limited to, for purposes of notices, proxies, waivers, resignations, and any other purpose for which electronic transmissions are permitted.

ARTICLE IX. AMENDMENTS

The Board of Directors shall have the power to make, rescind, alter, amend and repeal these Bylaws. The stockholder may make additional bylaws and may alter and repeal any bylaws whether adopted by it or otherwise.

ADOPTED MARCH 18, 2014

Exhibit 10.10

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “ Agreement ”) is made as of , 2014, by and between NEXTERA ENERGY PARTNERS GP, INC., a Delaware corporation (the “ Company ”), and (“ Indemnitee ”).

RECITALS

WHEREAS , highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “ Charter ”) and Bylaws of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“ DGCL ”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS , the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons’;

WHEREAS , the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS , it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS , this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS , Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS



1.	SERVICES TO THE COMPANY . Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation.



2.	DEFINITIONS. AS USED IN THIS AGREEMENT:



2.1	References to “ agent ” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.



2.2	The terms “ Beneficial Owner ” and “ Beneficial Ownership ” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.



2.3	A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:



	2.3.1	Acquisition of Stock by Third Party . Other than an affiliate of NextEra Energy Partners, GP, Inc., any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part 2.3.3 of this definition;



	2.3.2	Change in Board of Directors . Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “ Continuing Directors ”), cease for any reason to constitute at least a majority of the members of the Board;



	2.3.3	Corporate Transactions . The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of NextEra Energy Partners GP, Inc., no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;



	2.3.4	Liquidation . The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or



	2.3.5	Other Events . There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.



2.4	“ Corporate Status ” describes the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.



2.5	“Delaware Court” shall mean the Court of Chancery of the State of Delaware.



2.6	“ Disinterested Director ” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.



2.7	“ Enterprise ” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.



2.8	“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.



2.9	“ Expenses ” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



2.10	“ Independent Counsel ” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



2.11	References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.



2.12	The term “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.



2.13	The term “ Proceeding ” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.



2.14	The term “ Subsidiary ,” with respect to any Person, shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.



3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS.

To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3 , Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful.



4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.

To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4 , Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.



5.	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.

Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.



6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.



7.	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.



7.1	Notwithstanding any limitation in Sections 3 , 4 , or 5 , the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.



7.2	Notwithstanding any limitation in Sections 3 , 4 , 5 or 7.1 , the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.



8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.



8.1	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.



8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.



8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.



9.	EXCLUSIONS.

Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration payment in connection with any claim made against Indemnitee:



	(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or otherwise;



	(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or



	(c)	except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.



10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM.



10.1	Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9 .



10.2	The Company will be entitled to participate in the Proceeding at its own expense.



10.3	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent.



11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.



11.1	Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement, or otherwise.



11.2	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.



12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.



12.1	A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



12.2	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2 . The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).



12.3	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.



13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.



13.1	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.



13.2	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.



13.3	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.



13.4	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.



13.5	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.



14.	REMEDIES OF INDEMNITEE.



14.1	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5 , 6 , 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



14.2	In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 , Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).



14.3	If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.



14.4	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



14.5	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Company’s Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).



14.6	Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.



15.	SECURITY.

Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.



16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.



16.1	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.



16.2	The DGCL, the Charter and the Company’s Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.



16.3	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.



16.4	In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.



16.5	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.



17.	DURATION OF AGREEMENT.

All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.



18.	SEVERABILITY.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement

containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



19.	ENFORCEMENT AND BINDING EFFECT.



19.1	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.



19.2	Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.



19.3	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.



19.4	The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.



19.5	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking.



20.	MODIFICATION AND WAIVER.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.



21.	NOTICES.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:



	(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.



	(b)	If to the Company, to: NextEra Energy Partners GP, Inc. 700 Universe Blvd. Juno Beach, FL 33408 Attn: General Counsel



22.	APPLICABLE LAW AND CONSENT TO JURISDICTION.

This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.



23.	IDENTICAL COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.



24.	MISCELLANEOUS.

Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.



25.	PERIOD OF LIMITATIONS.

No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.



26.	ADDITIONAL ACTS.

If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.



NEXTERA ENERGY PARTNERS GP, INC.

By:
	Name:
	Title:

By:
	Name:
	Address:

Exhibit 10.7(a)

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of December 11, 2014 (this “ Amendment ”), is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC , an unlimited liability company organized and existing under the laws of the Province of British Columbia (“ Canadian Holdings ”) and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC , a Delaware limited liability company (“ US Holdings ”, and together with Canadian Holdings, the “ Borrowers ”), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP , a Delaware limited partnership (“ OpCo ” or, the “ Guarantor ”) (iii) the lending institutions that are parties hereto as Lenders (as defined below), (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent and collateral agent for the Lenders (the “ Agent ”), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the “ Canadian Agent ” and, together with the Agent, the “ Agents ”) (the Borrowers, the Guarantor, the Lenders and the Agents are hereinafter sometimes collectively referred to as the “ Parties ” and individually as a “ Party ”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantor, the Lenders parties thereto and the Agent entered into a Revolving Credit Agreement, dated as of July 1, 2014 (the “ Agreement ”), pursuant to which the Lenders agreed to make loans to the Borrowers and to provide for the issuance of letters of credit for the account of the Borrowers in the maximum aggregate principal amount of TWO HUNDRED FIFTY MILLION AND NO/100 UNITED STATES DOLLARS (US$250,000,000.00) for the general corporate purposes of the Borrowers; and

WHEREAS , the Borrowers have requested that the Lenders agree to correct certain scrivenor’s errors, which the Lenders have agreed so to do on the terms, and subject to the conditions of this Amendment;

NOW, THEREFORE , in consideration of the premises and mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions and Rules of Interpretation .

Section 1.1. Defined Terms . Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement.

Section 1.2. Rules of Interpretation . Except as otherwise expressly provided herein, the rules of interpretation set forth in the Agreement shall apply to this Amendment.

Section 2. Specific Amendments to the Agreement

Section 2.1 . Section 6.11(b) of the Agreement shall be amended to replace the words “Canadian Holders” with the words “Canadian Holdings” where the same appears.

Section 2.2 . Each reference in the definition of “ Applicable Rate ,” the definition of “ Compliance Certificate ,” Section 6.16(g)(iii) , Section 6.16(i) and the first full paragraph following clause (l) in Section 8.01 of the Agreement to “ Section 6.04(a) or (b) ” or to “ Section 6.04(a) or Section 6.04(b) ” shall be amended to refer instead to “ Section 6.04(a) , (b) or (c) .”

Section 3. Representations . Each of the Borrowers and the Guarantor hereby represent and warrant to the Lenders as follows:

(a) that each of them has full right, power and authority to make, deliver and perform this Amendment; and

(b) after giving effect to the provisions of this Amendment, no Default or Event of Default will have occurred and be continuing.

Section 4. Amendment Effective Date . Upon the execution of this Amendment by the Borrowers, the Guarantor and the Majority Lenders, this Amendment shall be deemed to be effective and the Agreement shall be amended, all as set forth above, and all as of the date hereof.

Section 5. Effect on Original Terms . The Borrowers, the Guarantor and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Agreement shall remain unmodified and shall continue in full force and effect from and as of the Amendment Effective Date.

Section 6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the principles of conflicts of laws thereunder (other than §5-1401 of the New York General Obligations Law).

Section 7. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THIS AMENDMENT.

Section 8. Miscellaneous . This Amendment shall be binding upon and inure to the benefit of each of the Borrowers, the Guarantor, the Lenders and the Agents and their respective successors and permitted assigns. This Amendment may be executed in any number of counterparts, with each counterpart constituting an original, but altogether constituting but one and the same instrument. Except as expressly amended hereby, all terms and conditions contained in the Agreement, as amended by this Amendment, shall remain unchanged and in full force and effect in accordance with its terms.

Section 9. Severability . In the event that any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

* * *

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the date first set forth above.



NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor

By:	NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner


By:	PAUL CUTLER
	Paul I. Cutler
	Treasurer



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY OPERATING PARTNERS GP, LLC, as General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.



ROBIN ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015
	ROBIN ASSA
	Notary Public
My Commission Expires: 5/21/2015



NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, as Borrower



By:	PAUL CUTLER
	Paul I. Cutler
	Treasurer



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.



	ROBIN ASSA
	Notary Public

My Commission Expires: 5/21/2015

ROBIN ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015



NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower



By:	PAUL CUTLER
	Paul I. Cutler
	Treasurer



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY US PARTNERS HOLDINGS, LLC , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this 10 day of December, 2014.



ROBIN ASSA NOTARY PUBLIC, State of New York No. 01AS6166570 Qualified in Kings County Commission Expires May 21, 2015
	ROBIN ASSA
	Notary Public
My Commission Expires: 5/21/2015



BANK OF AMERICA, N.A., as the Agent



By:	HENRY C. PENNELL
	Name: Henry C. Pennell
	Title: Vice President



STATE OF TEXAS	)
	)	ss.
COUNTY OF DALLAS	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Henry C. Pennell, to me known and known to me, who, being by me first duly sworn, declared that he is a Vice President of BANK OF AMERICA, N.A. , that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Dallas, Texas, this 4th day of day of December, 2014.

DEWAYNE D. ROSSE

Notary Public

My Commission Expires: 04-30-2018

DEWAYNE D. ROSSE

Notary Public

STATE OF TEXAS

My comm. Exp. 04-30-18



BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent



By:	MEDINA SALES de ANDRADE
Name:	Medina Sales de Andrade
Title:	Vice President



PROVINCE OF ONTARIO	)
	)	ss.
COUNTY OF YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Medina Sales de Andrade, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Ontario, this 3rd day of day of December, 2014.

MMR

Notary Public

My Commission Expires: N/A



BANK OF AMERICA, N.A., as Lender and Issuing Bank



By:	JERRY WELLS
Name:	Jerry Wells
Title:	Vice President



STATE OF NORTH CAROLINA	)
	)	ss.
COUNTY OF MECKLENBURG	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Jerry Wells, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of BANK OF AMERICA, N.A. , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Charlotte, NC, this 3 day of day of December, 2014.

KATHLEEN MARIE ISELY

Notary Public

My Commission Expires: June 29, 2015



BANK OF AMERICA, N.A. (CANADA BRANCH), as Lender



By:	MEDINA SALES de ANDRADE
Name:	Medina Sales de Andrade
Title:	Vice President



PROVINCE OF ONTARIO	)
	)	ss.
COUNTY OF YORK	)

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Ontario, this 3rd day of day of December, 2014.

MMR

Notary Public

My Commission Expires: N/A



GOLDMAN SACHS BANK USA , as Lender



By:	MICHELLE LATZONI
Name:	Michelle Latzoni
Title:	Authorized Signatory



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, New York, to me known and known to me, who, being by me first duly sworn, declared that he/she is Michelle Latzoni of GOLDMAN SACHS BANK USA , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 3:35 pm, this 9th day of day of December, 2014.

CARMEN B. CUEVAS

Notary Public

My Commission Expires: 9/25/18

Carmen B. Cuevas

Notary Public, State of New York

NO 01CU6153189

Qualified in New York County

Certificate Filed in New York

Commission Expires September 25, 2018



MORGAN STANLEY BANK, N.A., as Lender



By:	DMITRIY BARSKIY
Name:	Dmitriy Barskiy
Title:	Authorized Signatory



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Dmitriy Barskiy, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of MORGAN STANLEY BANK, N.A. , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 5 day of day of December, 2014.

LOUISE RUSSO CHIN

Notary Public

My Commission Expires: 2/13/18

LOUISE RUSSO CHIN

Notary Public, State of New York

NO 01CU6140932

Qualified in Queens County

Term Expires Feb 13, 2018



BARCLAYS BANK PLC , as Lender



By:	MAY HUANG
Name:	May Huang
Title:	Assistant Vice President



STATE OF NEW YORK	)
	)	ss.
COUNTY OF KINGS	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, May Huang, to me known and known to me, who, being by me first duly sworn, declared that he/she is an AVP of BARCLAYS BANK PLC , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 745 7th Avenue, New York, NY , this 4th day of day of December, 2014.

SABINE MITTON

Notary Public

My Commission Expires:

SABINE MITTON

Notary Public, State of New York

NO 01M15034021

Qualified in Kings County

Commission Expires October 3, 2018



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as Lender



By:	CHRISTOPHER DAY
Name:	Christopher Day
Title:	Authorized Signatory



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Christopher Day and Remy Riester, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Authorized Signatories of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 8th day of day of December, 2014.

MARJORIE E. BULL

Notary Public

My Commission Expires:

MARJORIE E. BULL

Notary Public, State of New York

NO 01BU6055282

Qualified in New York County

Commission Expires February 20, 2015



KEY BANK NATIONAL ASSOCIATION , as Lender



By:	SUKANYA V. RAJ
Name:	Sukanya V. Raj
Title:	Senior Vice President



STATE OF OHIO	)
	)	ss.
COUNTY OF CUYAHOGA	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Sukanya V. Raj, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Sr. VP of KEY BANK NATIONAL ASSOCIATION , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Cleveland, OH, this 9th day of day of Dec., 2014.

IRENE L. WESTON

Notary Public

My Commission Expires: 4-8-2018

IRENE L. WESTON

Notary Public State of Ohio

My Commission Expires 4-8-2018



ROYAL BANK OF CANADA , as Lender



By:	FRANK LAMBRINOS
Name:	Frank Lambrinos
Title:	Authorized Signatory



STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Frank Lambrinos, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Aughorized Signatory of ROYAL BANK OF CANADA , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 9th day of day of December, 2014.

LAUREL A. NICHOLS

Notary Public

My Commission Expires:

LAUREL A. NICHOLS

Notary Public, State of New York

NO 60-4977608

Qualified in Westchester County

Certificate Filed New York County

Commission Expires February 11, 2015



UBS AG, Stamford Branch , as Lender



By:	LANA GIFAS
Name:	Lana Gifas
Title:	Director

By:	HOUSSEM DALY
Name:	Houssem Daly
Title:	Associate Director



STATE OF CONNECTICUT	)
	)	ss.
COUNTY OF FAIRFIELD	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Lana Gifas and Houssem Daly, to me known and known to me, who, being by me first duly sworn, declared that they are the Director and Associate Director, respectively, of UBS AG, Stamford Branch , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Stamford, CT, this 4th day of day of December, 2014.

JUDIT MATUZ

Notary Public

My Commission Expires: 6/30/2016

JUDIT MATUZ

NOTARY PUBLIC

State of Connecticut

My Commission Expires June 30, 2016



WELLS FARGO BANK, NATIONAL ASSOCIATION , as Lender



By:	NICK SCHMIESING
Name:	Nick Schmiesing
Title:	Vice President



STATE OF NORTH CAROLINA	)
	)	ss.
COUNTY OF CABARRUS	)

Personally appeared before me, the undersigned, a Notary Public in and for said County, Mecklenburg, to me known and known to me, who, being by me first duly sworn, declared that he/she is a VP of WELLS FARGO BANK, NATIONAL ASSOCIATION , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 1:48 pm, this 4th day of day of December, 2014.

ERIK M. JONES

Notary Public

My Commission Expires: 11/2/2019

ERIK M. JONES

NOTARY PUBLIC

Cabarrus County, NC

My Commission Expires 11/2/2019

Exhibit 21

SUBSIDIARIES OF NEXTERA ENERGY PARTNERS, LP

NextEra Energy Partners, LP’s principal subsidiaries as of December 31, 2014 are listed below.



Subsidiary		Jurisdiction
NextEra Energy Operating Partners GP, LLC		Delaware
NextEra Energy Operating Partners, LP ^(a)		Delaware

____________________



(a)	Includes 26 subsidiaries that operate in the United States and 34 subsidiaries that operate in Canada in the same line of business as NextEra Energy Operating Partners, LP.

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-197468 on Form S-8 of our report dated February 20, 2015, relating to the consolidated financial statements of NextEra Energy Partners, LP and subsidiaries (NEP) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the basis of presentation of the consolidated financial statements prior to the initial public offering), appearing in this Annual Report on Form 10-K of NEP for the year ended December 31, 2014.

DELOITTE & TOUCHE LLP

Boca Raton, Florida

February 20, 2015

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

I, James L. Robo, certify that:


1.	I have reviewed this Form 10-K for the annual period ended December 31, 2014 of NextEra Energy Partners, LP (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)) 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)	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


(c)	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:	February 20, 2015

JAMES L. ROBO

James L. Robo

Chairman and Chief Executive Officer

of NextEra Energy Partners GP, Inc.

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

I, Moray P. Dewhurst, certify that:


1.	I have reviewed this Form 10-K for the annual period ended December 31, 2014 of NextEra Energy Partners, LP (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)) 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)	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


(c)	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:	February 20, 2015

MORAY P. DEWHURST

Moray P. Dewhurst

Chief Financial Officer

of NextEra Energy Partners GP, Inc.

Exhibit 32

Section 1350 Certification

We, James L. Robo and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Annual Report on Form 10-K of NextEra Energy Partners, LP (the registrant) for the annual period ended December 31, 2014 (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:	February 20, 2015



	JAMES L. ROBO
	James L. Robo Chairman and Chief Executive Officer of NextEra Energy Partners GP, Inc.



	MORAY P. DEWHURST
	Moray P. Dewhurst Chief Financial Officer of NextEra Energy Partners GP, 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).