|
|
|
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
|
1-36518
|
|
NEXTERA ENERGY PARTNERS, LP
|
|
30-0818558
|
|
|
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
|
|
|
|
Name of exchange on which registered
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
Common Units
|
New York Stock Exchange
|
Large Accelerated Filer
þ
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller Reporting Company
o
|
Term
|
Meaning
|
NEP OpCo GP
|
NextEra Energy Operating Partners GP, LLC
|
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
|
Palo Duro
|
wind project located in Hansford and Ochiltree counties, Texas
|
Peetz Table
|
Peetz Table Wind Energy, LLC, an indirect wholly owned subsidiary of NEE and the owner of certain facilities shared by Logan Wind, Northern Colorado and PLI
|
Pemex
|
Petróleos Mexicanos
|
Perrin Ranch
|
wind project located in Coconino County, Arizona, that is held by Perrin Ranch Wind, LLC
|
PLI
|
Peetz Logan Interconnect, LLC, 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
|
PTC
|
production tax credit
|
renewable energy project entities
|
U.S. Project Entities together with the Canadian Project Entities
|
RESOP
|
Renewable Energy Standard Offer Program
|
RPS
|
renewable portfolio standards
|
SEC
|
U.S. Securities and Exchange Commission
|
Seiling Wind
|
wind project located in Dewey County, Oklahoma
|
Seiling Wind II
|
wind project located in Dewey and Woodward counties, Oklahoma
|
Shafter
|
solar project located in Shafter, California
|
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. and, after the consummation of NEP’s IPO, refers to Sombra Solar, LP
|
St. Clair Holding
|
Prior to the consummation of NEP’s IPO in 2014, refers to St. Clair Holding, Inc. and, after the consummation of NEP’s IPO, refers to St. Clair Holding, ULC, a co-issuer of notes that provide financing to Moore and Sombra
|
St. Clair LP
|
St. Clair Solar, LP, 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
|
Texas pipelines
|
natural gas pipeline assets located in Texas
|
Texas pipelines acquisition
|
acquisition of NET Holdings Management, LLC (the Texas pipeline business)
|
Texas pipeline entities
|
the subsidiaries of NEP that directly own the Texas pipelines
|
Trillium
|
Trillium Windpower, LP, 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 the U.S. Solar Project Entities and the Desert Sunlight Investment
|
U.S. Solar Project Entities
|
Genesis Solar LLC, Shafter Solar, LLC, Adelanto Solar, LLC, Adelanto Solar II, LLC and McCoy Solar, LLC, each of which is a limited liability company formed under the laws of the State of Delaware
|
U.S. Wind Project Entities
|
Elk City Wind, LLC, Northern Colorado Wind Energy, LLC, Perrin Ranch Wind, LLC, Tuscola Bay Wind, LLC, Palo Duro Wind Energy, LLC, FPL Energy Vansycle L.L.C. (Stateline), Ashtabula Wind III, LLC, Baldwin Wind, LLC, Mammoth Plains Wind Project, LLC, Seiling Wind, Seiling Wind II, Golden Hills Wind and Cedar Bluff Wind, each of which is a limited liability company formed under the laws of the State of Delaware
|
|
|
Page No.
|
|
||
|
PART I
|
|
Business
|
||
Risk Factors
|
||
Unresolved Staff Comments
|
||
Properties
|
||
Legal Proceedings
|
||
Mine Safety Disclosures
|
||
|
PART II
|
|
Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
|
||
Selected Financial Data
|
||
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
||
Quantitative and Qualitative Disclosures About Market Risk
|
||
Financial Statements and Supplementary Data
|
||
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
||
Controls and Procedures
|
||
Other Information
|
||
|
PART III
|
|
Directors, Executive Officers and Corporate Governance
|
||
Executive Compensation
|
||
Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
|
||
Certain Relationships and Related Transactions, and Director Independence
|
||
Principal Accounting Fees and Services
|
||
|
PART IV
|
|
Exhibits, Financial Statement Schedules
|
||
|
Project
|
|
Resource
|
|
MW
|
|
Contract
Expiration
|
|
NEP Acquisition / Investment Date
|
Genesis
(a)
|
|
Solar
|
|
250
|
|
2039
|
|
July 2014
|
Northern Colorado
(a)
|
|
Wind
|
|
174
|
|
2029 (22 MW)
2034 (152 MW)
|
|
July 2014
|
Summerhaven
(a)
|
|
Wind
|
|
124
|
|
2033
|
|
July 2014
|
Tuscola Bay
(a)
|
|
Wind
|
|
120
|
|
2032
|
|
July 2014
|
Elk City
(a)
|
|
Wind
|
|
99
|
|
2030
|
|
July 2014
|
Perrin Ranch
(a)
|
|
Wind
|
|
99
|
|
2037
|
|
July 2014
|
Bluewater
(a)
|
|
Wind
|
|
60
|
|
2034
|
|
July 2014
|
Conestogo
(a)
|
|
Wind
|
|
23
|
|
2032
|
|
July 2014
|
Moore
(a)
|
|
Solar
|
|
20
|
|
2032
|
|
July 2014
|
Sombra
(a)
|
|
Solar
|
|
20
|
|
2032
|
|
July 2014
|
Palo Duro
(b)
|
|
Wind
|
|
250
|
|
2034
|
|
January 2015
|
Shafter
(a)
|
|
Solar
|
|
20
|
|
2035
|
|
February 2015
|
Stateline
(a)
|
|
Wind
|
|
300
|
|
2026
|
|
May 2015
|
Mammoth Plains
(b)
|
|
Wind
|
|
199
|
|
2034
|
|
May 2015
|
Baldwin Wind
(a)
|
|
Wind
|
|
102
|
|
2041
|
|
May 2015
|
Ashtabula Wind III
(a)
|
|
Wind
|
|
62
|
|
2038
|
|
May 2015
|
Jericho
(a)
|
|
Wind
|
|
149
|
|
2034
|
|
October 2015
|
Seiling Wind
(b)
|
|
Wind
|
|
199
|
|
2035
|
|
March 2016
|
Seiling Wind II
(b)
|
|
Wind
|
|
100
|
|
2034
|
|
March 2016
|
Cedar Bluff Wind
(b)
|
|
Wind
|
|
199
|
|
2035
|
|
July 2016
|
Golden Hills Wind
(b)
|
|
Wind
|
|
86
|
|
2035
|
|
July 2016
|
Investment in Desert Sunlight
(a)(c)
|
|
Solar
|
|
132
|
|
2035 (60 MW) 2039 (72 MW)
|
|
October 2016
|
|
|
|
|
2,787
|
|
|
|
|
Non-Economic Ownership Interests:
|
|
|
|
|
|
|
|
|
Adelanto I and II
(a)(d)
|
|
Solar
|
|
14
|
|
2035
|
|
April 2015
|
McCoy
(a)(d)
|
|
Solar
|
|
125
|
|
2036
|
|
April 2015
|
Total
|
|
|
|
2,926
|
|
|
|
|
(a)
|
These projects are encumbered by liens against their assets securing various financings.
|
(b)
|
NEP owns these wind projects together with third-party investors with differential membership interests. See Note 2 - Sale of Differential Membership Interests and Note 8.
|
(c)
|
NEP owns an indirect 24% equity method investment in Desert Sunlight and the MWs reflect the net ownership interest in plant capacity. See Note 2 - Investments in Unconsolidated Entities.
|
(d)
|
NEP owns an approximately 50% non-economic ownership interest in each of these solar projects and the MWs reflect the net ownership interest in plant capacity. All equity in earnings of these non-economic ownership interests is allocated to net income attributable to noncontrolling interest. See Note 2 - Investments in Unconsolidated Entities.
|
Pipeline
(a)
|
|
Miles of
Pipeline
|
|
Diameter (inches)
|
|
Capacity per day
|
|
Contracted
Capacity per day
|
|
Contract
Expiration
|
|
In Service Date
|
|
NEP Acquisition Date
(b)
|
NET Mexico
(c)
|
|
120
|
|
42" / 48"
|
|
2.30 Bcf
|
|
2.15 Bcf
|
|
2034 - 2035
|
|
December 2014
|
|
October 2015
|
Eagle Ford
|
|
158
|
|
16" / 24" - 30"
|
|
1.10 Bcf
|
|
0.45 Bcf
|
|
2018 - 2024
|
|
September 2011 / June 2013
|
|
October 2015
|
Monument
|
|
156
|
|
16"
|
|
0.25 Bcf
|
|
0.20 Bcf
|
|
2017 - 2030
|
|
Built in the 1950s - 2000s
|
|
October 2015
|
Other
|
|
108
|
|
8" - 16"
|
|
0.40 Bcf
|
|
0.28 Bcf
|
|
2016 - 2035
|
|
Built in the 1960s - 1980s; upgraded in 2001 / others placed in service in 2002 - 2015
|
|
October 2015
|
(a)
|
All of the pipelines are encumbered by liens against their assets securing various financings.
|
(b)
|
See Note 3 for a description of the Texas pipelines acquisition.
|
(c)
|
A subsidiary of Pemex owns a 10% interest in the NET Mexico pipeline.
|
|
Year construction of project begins
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||
PTC
(a)
|
100
|
%
|
|
100
|
%
|
|
80
|
%
|
|
60
|
%
|
|
40
|
%
|
|
-
|
|
|
-
|
|
|
-
|
|
Wind ITC
|
30
|
%
|
|
30
|
%
|
|
24
|
%
|
|
18
|
%
|
|
12
|
%
|
|
-
|
|
|
-
|
|
|
-
|
|
Solar ITC
(b)
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
26
|
%
|
|
22
|
%
|
|
10
|
%
|
(a)
|
Percentage of the full PTC available for wind projects that begin construction during the applicable year.
|
(b)
|
ITC is limited to 10% for projects not placed in service before January 1, 2024.
|
•
|
Focus on contracted clean energy projects.
NEP intends to focus on long-term contracted clean energy projects with newer and 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 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.
NEP and its subsidiaries have various financing structures in place including limited recourse project-level financings, financings through the sale of differential membership interests, term loans and revolving credit facilities. 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 increasing distributions. NEP intends to continually evaluate opportunities to finance future acquisitions or refinance its existing debt and seeks to limit recourse, optimize leverage, hedge exposure, 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 provides 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 similar characteristics to the renewable energy projects in its portfolio. NEER has granted NEP OpCo a right of first offer on any proposed sale of 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 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. NEER is not required, however, to offer NEP OpCo the opportunity to purchase any of its projects, including the NEER ROFO projects.
|
•
|
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 renewable energy projects provides NEP with a competitive advantage in North America.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
various agencies in Texas, which oversee safety, environmental and certain aspects of rates and transportation related to the pipeline projects; and
|
•
|
the Pipeline and Hazardous Material Safety Administration and Texas Railroad Commission's Pipeline Safety Division, which, among other things, oversee the safety of natural gas pipelines.
|
•
|
breakdown or failure of, or damage to, turbines, blades, blade attachments, solar panels, mirrors and other equipment, which could reduce a project’s energy output or result in personal injury or loss of life;
|
•
|
catastrophic events, such as fires, earthquakes, severe weather
,
tornadoes, ice or hail storms,other meteorological conditions, landslides and other similar events beyond NEP's control, which could severely damage or destroy all or a part of a project, reduce its energy output or result in personal injury or loss of life;
|
•
|
technical performance below expected levels, including, but not limited to, 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, but not limited to, costs relating to labor, equipment, insurance and real estate taxes;
|
•
|
operator or contractor error or failure to perform;
|
•
|
serial design or manufacturing defects, which may not be covered by warranty;
|
•
|
extended events, including, but not limited to, force majeure, under certain PPAs that may give rise to a termination right of the customer under such a PPA (renewable energy 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, but not limited to, changes in governmental permit requirements, corporate income tax laws, regulations and policies and international trade laws, regulations, agreements, treaties and policies of the U.S. or other countries;
|
•
|
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.
|
•
|
the protection of wildlife, including, but not limited to, 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 and transportation of natural gas as well as other 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
.
|
•
|
perform ongoing assessments of pipeline integrity;
|
•
|
identify and characterize applicable threats to pipeline segments that could affect a high consequence area;
|
•
|
improve data collection, integration and analysis;
|
•
|
repair and remediate the pipeline as necessary; and
|
•
|
implement preventive and mitigating actions.
|
•
|
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, including as a result of changes in international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries in which NEP's suppliers are located;
|
•
|
work stoppages;
|
•
|
labor disputes;
|
•
|
weather interferences;
|
•
|
unforeseen engineering, environmental and geological problems, including, but not limited to, 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.
|
•
|
Specified events beyond NEP's control or the control of a customer may temporarily or permanently excuse the customer 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, RESOP contracts and natural gas transportation agreements, including, but not limited to, Pemex, 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, including changes in international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries.
|
•
|
The ability of NEP's customers to fulfill their contractual obligations to NEP depends on their financial condition. NEP is exposed to the credit risk of its customers over an extended period of time due to the long-term nature of NEP's PPAs and natural gas transportation agreements 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 or natural gas delivery requirements or mechanical availability levels under NEP's agreements could result in damage payments to the applicable customer or termination of the applicable agreement.
|
•
|
whether the renewable energy contract 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 renewable energy contract counterparties at the time;
|
•
|
macroeconomic factors present at the time, such as population, business trends, international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries and related energy demand; and
|
•
|
the effects of regulation on the contracting practices of NEP's renewable energy contract counterparties.
|
•
|
competing bids for a project, including, but not limited to, 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 or other sellers with respect to any proposed acquisitions;
|
•
|
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, transmission 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 regulatory approvals or other 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
|
•
|
local opposition to wind and solar projects and pipeline projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such projects.
|
•
|
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.
|
•
|
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 for distribution to NEP;
|
•
|
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, but not limited to, collateral postings, capital expenditures, debt service requirements, acquisitions and general partnership or other purposes.
|
•
|
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.
|
•
|
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 may 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, but not limited to, NEE. The officers of NEP GP also devote significant time to the business of NEE and its affiliates and are only compensated by NEE
.
|
•
|
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.
|
•
|
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 NEP's 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 GP controls the enforcement of the obligations that it and its affiliates owe to NEP
,
including, but not limited to, 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.
|
•
|
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 its 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 for its affiliates;
|
•
|
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.
|
•
|
the amount of power generated from its projects and the amount of natural gas transported in its pipelines, 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;
|
•
|
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.
|
•
|
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 other financing documents;
|
•
|
prevailing economic conditions;
|
•
|
access to credit or capital markets; and
|
•
|
the amount of cash reserves established by NEP OpCo GP
,
NEP OpCo’s general partner, for the proper conduct of its business.
|
•
|
whenever NEP GP
,
the board of directors of NEP GP or any committee thereof (including, but not limited to, 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, but not limited to, 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, 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
|
•
|
NEP GP will not be in breach of its obligations under the partnership agreement (including, but not limited to, 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, but not limited to, other transactions that may be particularly favorable or advantageous to NEP
.
|
•
|
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 NEE Equity’s NEP OpCo common units for NEP's common units or
,
with the approval of the conflicts committee, to have NEP OpCo redeem NEE Equity’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.
|
•
|
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.
|
•
|
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;
|
•
|
future sales of NEP's common units;
|
•
|
insufficient investor interest in NEP's common units;
|
•
|
concentration of ownership of NEP's common units in a relatively small group of investors;
|
•
|
operating and unit price performance of companies that investors deem comparable to NEP;
|
•
|
any adverse change in the financial condition or results of operations of NEE; and
|
•
|
the other factors described in these Risk Factors.
|
•
|
NEP was 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.
|
•
|
making any expenditures, lending or borrowing money
,
assuming, guaranteeing or contracting for indebtedness and other liabilities, issuing evidences of indebtedness, including, but not limited to, 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, but not limited to, 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
.
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
Quarter
|
|
High
|
|
Low
|
|
Cash
Distributions
|
|
High
|
|
Low
|
|
Cash
Distributions
|
||||||||||||
First
|
|
$
|
29.23
|
|
|
$
|
24.88
|
|
|
$
|
0.30750
|
|
|
$
|
45.25
|
|
|
$
|
33.70
|
|
|
$
|
0.19500
|
|
Second
|
|
$
|
30.38
|
|
|
$
|
26.01
|
|
|
$
|
0.31875
|
|
|
$
|
48.23
|
|
|
$
|
39.62
|
|
|
$
|
0.20500
|
|
Third
|
|
$
|
31.73
|
|
|
$
|
27.85
|
|
|
$
|
0.33000
|
|
|
$
|
41.26
|
|
|
$
|
19.34
|
|
|
$
|
0.23500
|
|
Fourth
|
|
$
|
28.72
|
|
|
$
|
23.97
|
|
|
$
|
0.34125
|
|
|
$
|
31.67
|
|
|
$
|
20.99
|
|
|
$
|
0.27000
|
|
|
|
Total Quarterly Distribution
per NEP OpCo Unit Target Amount
|
|
Marginal Percentage Interest in Available Cash
|
||
|
|
|
NEP OpCo Unitholders
|
|
NEE Management
|
|
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%
|
Period
|
|
Number of Units Purchased
|
|
Average Price Paid Per Unit
|
|
Number of Units Purchased as Part of a Publicly Announced Program
|
|
Dollar Value of Units that May Yet Be Purchased Under the Program
(a)
|
||||||
10/1/2016 - 10/31/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
149,401,046
|
|
|
11/1/2016 - 11/30/2016
|
|
953,270
|
|
|
$
|
25.76
|
|
|
953,270
|
|
|
$
|
124,841,980
|
|
12/1/2016 - 12/31/2016
|
|
423,085
|
|
|
$
|
25.43
|
|
|
423,085
|
|
|
$
|
114,084,007
|
|
Total
|
|
1,376,355
|
|
|
$
|
25.66
|
|
|
1,376,355
|
|
|
|
(a)
|
In October 2015, NEP was advised that NEE authorized a program to purchase, from time to time, up to $150 million of NEP's outstanding common units. Under the program, purchases may be made in amounts, at prices and at such times as NEE or its subsidiaries deem appropriate, all subject to market conditions and other considerations. The common unit purchase program does not require NEE to acquire any specific number of common units and may be modified or terminated by NEE at any time. The purpose of the program is not to cause NEP’s common units to be delisted from the NYSE or to cause the common units to be deregistered with the SEC.
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
SELECTED DATA OF NEP (millions, except per unit and GWh amounts):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
715
|
|
|
$
|
495
|
|
|
$
|
359
|
|
|
$
|
179
|
|
|
$
|
131
|
|
Net income
|
$
|
345
|
|
|
$
|
102
|
|
|
$
|
97
|
|
|
$
|
20
|
|
|
$
|
12
|
|
Net income attributable to NEP
|
$
|
82
|
|
|
$
|
10
|
|
|
$
|
3
|
|
|
n/a
|
|
|
n/a
|
|
||
Earnings per common unit attributable to NEP - basic and assuming dilution
|
$
|
1.88
|
|
|
$
|
0.46
|
|
|
$
|
0.16
|
|
|
n/a
|
|
|
n/a
|
|
||
Distributions paid per common unit
|
$
|
1.2975
|
|
|
$
|
0.9050
|
|
|
$
|
0.1875
|
|
|
n/a
|
|
|
n/a
|
|
||
Total assets
|
$
|
7,150
|
|
|
$
|
7,227
|
|
|
$
|
5,022
|
|
|
$
|
3,253
|
|
|
$
|
2,790
|
|
Long-term debt, excluding current maturities
|
$
|
3,508
|
|
|
$
|
3,334
|
|
|
$
|
1,807
|
|
|
$
|
1,527
|
|
|
$
|
1,486
|
|
GWh generated
|
8,334
|
|
|
7,123
|
|
|
4,249
|
|
|
2,893
|
|
|
2,403
|
|
•
|
overview, including a description of NEP's business;
|
•
|
results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of income;
|
•
|
liquidity and capital resources, addressing NEP's liquidity position, financing arrangements, contractual obligations, capital expenditures, cash distributions to unitholders and cash flows;
|
•
|
new accounting rules and interpretations, addressing those which have impacted or may impact NEP's financial condition and results of operations or disclosures;
|
•
|
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.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||
|
(millions)
|
||||||||||
STATEMENT OF INCOME DATA:
|
|
|
|
||||||||
OPERATING REVENUES
|
|
|
|
|
|
||||||
Renewable energy sales
|
$
|
526
|
|
|
$
|
458
|
|
|
$
|
359
|
|
Texas pipelines service revenue
|
189
|
|
|
37
|
|
|
—
|
|
|||
Total operating revenues
|
715
|
|
|
495
|
|
|
359
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Operations and maintenance
|
202
|
|
|
107
|
|
|
79
|
|
|||
Depreciation and amortization
|
205
|
|
|
158
|
|
|
99
|
|
|||
Taxes other than income taxes and other
|
18
|
|
|
16
|
|
|
5
|
|
|||
Total operating expenses
|
425
|
|
|
281
|
|
|
183
|
|
|||
OPERATING INCOME
|
290
|
|
|
214
|
|
|
176
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
||||||
Interest expense
|
(147
|
)
|
|
(117
|
)
|
|
(100
|
)
|
|||
Benefits associated with differential membership interests - net
|
55
|
|
|
24
|
|
|
—
|
|
|||
Equity in earnings of equity method investee
|
20
|
|
|
18
|
|
|
8
|
|
|||
Equity in losses of non-economic ownership interests
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Revaluation of contingent consideration
|
189
|
|
|
—
|
|
|
—
|
|
|||
Other - net
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Total other income (deductions) - net
|
111
|
|
|
(87
|
)
|
|
(93
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
401
|
|
|
127
|
|
|
83
|
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
56
|
|
|
25
|
|
|
(14
|
)
|
|||
NET INCOME
|
$
|
345
|
|
|
$
|
102
|
|
|
$
|
97
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
•
|
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.
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
147
|
|
|
$
|
164
|
|
Amounts due under the CSCS agreement
|
65
|
|
|
66
|
|
||
Revolving credit facilities
|
400
|
|
|
400
|
|
||
Less borrowings
(a)
|
(150
|
)
|
|
(29
|
)
|
||
Construction loan credit facility
|
—
|
|
|
604
|
|
||
Less borrowings
|
—
|
|
|
(491
|
)
|
||
Letter of credit facilities
|
119
|
|
|
83
|
|
||
Less letters of credit
|
(97
|
)
|
|
(78
|
)
|
||
Total
(b)
|
$
|
484
|
|
|
$
|
719
|
|
(a)
|
In February 2017, an additional $10 million was drawn on one of the revolving credit facilities.
|
(b)
|
Excludes current restricted cash of approximately
$33 million
and
$16 million
at
December 31, 2016
and
2015
, respectively. See Note 2 - Restricted Cash.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||
Debt, including interest
(a)
|
$
|
238
|
|
|
$
|
762
|
|
|
$
|
349
|
|
|
$
|
584
|
|
|
$
|
258
|
|
|
$
|
2,697
|
|
|
$
|
4,888
|
|
Contractual obligations
(b)
|
212
|
|
|
14
|
|
|
14
|
|
|
12
|
|
|
12
|
|
|
44
|
|
|
308
|
|
|||||||
Revolving credit facilities fees
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Asset retirement activities
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
292
|
|
|||||||
MSA and credit support
(d)
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
93
|
|
|
128
|
|
|||||||
Land lease payments
(e)
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
276
|
|
|
326
|
|
|||||||
Total
|
$
|
468
|
|
|
$
|
794
|
|
|
$
|
381
|
|
|
$
|
613
|
|
|
$
|
287
|
|
|
$
|
3,402
|
|
|
$
|
5,945
|
|
(a)
|
Includes principal, interest and interest rate swaps. Variable rate interest was computed using
December 31, 2016
rates.
|
(b)
|
Includes obligations related to the indemnity holdback discussed in Note 3 and estimated cash payments related to the acquisition of certain development rights and differential membership interests.
|
(c)
|
Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.
|
(d)
|
Represents minimum fees under the MSA and CSCS agreement. See Note 11.
|
(e)
|
Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
328
|
|
|
$
|
255
|
|
|
$
|
182
|
|
Net cash used in investing activities
|
$
|
(1,156
|
)
|
|
$
|
(1,836
|
)
|
|
$
|
(931
|
)
|
Net cash provided by financing activities
|
$
|
807
|
|
|
$
|
1,641
|
|
|
$
|
830
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Acquisition of membership interests in subsidiaries and equity method investee
|
$
|
(869
|
)
|
|
$
|
(1,882
|
)
|
|
$
|
(288
|
)
|
Capital expenditures
|
(283
|
)
|
|
(172
|
)
|
|
(714
|
)
|
|||
Proceeds from CITCs
|
13
|
|
|
—
|
|
|
327
|
|
|||
Changes in restricted cash
|
(18
|
)
|
|
66
|
|
|
(83
|
)
|
|||
Payments from (to) related parties under CSCS agreement - net
|
1
|
|
|
152
|
|
|
(174
|
)
|
|||
Insurance proceeds
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net cash used in investing activities
|
$
|
(1,156
|
)
|
|
$
|
(1,836
|
)
|
|
$
|
(931
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Partner/Member contributions (distributions) – net
|
$
|
46
|
|
|
$
|
(612
|
)
|
|
$
|
55
|
|
Proceeds from issuance of common units – net
|
645
|
|
|
343
|
|
|
438
|
|
|||
Issuances (retirements) of long-term debt – net
|
131
|
|
|
974
|
|
|
(362
|
)
|
|||
Proceeds related to differential membership interests - net
|
3
|
|
|
259
|
|
|
702
|
|
|||
Proceeds from issuance of NEP OpCo common units to noncontrolling interest
|
—
|
|
|
702
|
|
|
—
|
|
|||
Other
|
(18
|
)
|
|
(25
|
)
|
|
(3
|
)
|
|||
Net cash provided by financing activities
|
$
|
807
|
|
|
$
|
1,641
|
|
|
$
|
830
|
|
JAMES L. ROBO
|
|
JOHN W. KETCHUM
|
James L. Robo
Chairman of the Board and Chief Executive Officer
NextEra Energy Partners GP, Inc.
|
|
John W. Ketchum
Chief Financial Officer
NextEra Energy Partners GP, Inc.
|
TERRELL KIRK CREWS, II
|
|
|
Terrell Kirk Crews, II
Controller and Chief Accounting Officer
NextEra Energy Partners GP, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
|
|
|
|||
Renewable energy sales
|
$
|
526
|
|
|
$
|
458
|
|
|
$
|
359
|
|
Texas pipelines service revenue
|
189
|
|
|
37
|
|
|
—
|
|
|||
Total operating revenues
(b)
|
715
|
|
|
495
|
|
|
359
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Operations and maintenance
(c)
|
202
|
|
|
107
|
|
|
79
|
|
|||
Depreciation and amortization
|
205
|
|
|
158
|
|
|
99
|
|
|||
Taxes other than income taxes and other
|
18
|
|
|
16
|
|
|
5
|
|
|||
Total operating expenses
|
425
|
|
|
281
|
|
|
183
|
|
|||
OPERATING INCOME
|
290
|
|
|
214
|
|
|
176
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
||||||
Interest expense
|
(147
|
)
|
|
(117
|
)
|
|
(100
|
)
|
|||
Benefits associated with differential membership interests - net
|
55
|
|
|
24
|
|
|
—
|
|
|||
Equity in earnings of equity method investee
|
20
|
|
|
18
|
|
|
8
|
|
|||
Equity in losses of non-economic ownership interests
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Revaluation of contingent consideration
|
189
|
|
|
—
|
|
|
—
|
|
|||
Other - net
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Total other income (deductions) - net
|
111
|
|
|
(87
|
)
|
|
(93
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
401
|
|
|
127
|
|
|
83
|
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
56
|
|
|
25
|
|
|
(14
|
)
|
|||
NET INCOME
|
345
|
|
|
102
|
|
|
97
|
|
|||
Less net income prior to Initial Public Offering for NEP's initial portfolio
|
—
|
|
|
—
|
|
|
28
|
|
|||
Less net income attributable to noncontrolling interest
(d)
|
263
|
|
|
92
|
|
|
66
|
|
|||
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
82
|
|
|
$
|
10
|
|
|
$
|
3
|
|
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding - basic and assuming dilution
|
43.8
|
|
|
22.8
|
|
|
18.7
|
|
|||
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution
|
$
|
1.88
|
|
|
$
|
0.46
|
|
|
$
|
0.16
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
(b)
|
Includes related party revenues of approximately
$13 million
,
$5 million
and
$1 million
for 2016, 2015 and 2014, respectively.
|
(c)
|
Includes operations and maintenance (O&M) expenses related to renewable energy projects of
$104 million
,
$85 million
and
$71 million
and O&M expenses related to the Texas pipelines of
$45 million
,
$8 million
and
$0
for 2016, 2015 and 2014, respectively. Total O&M expenses presented includes related party amounts of approximately
$63 million
,
$20 million
and
$10 million
for 2016, 2015 and 2014, respectively.
|
(d)
|
Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 2 - Basis of Presentation.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||
NET INCOME
|
$
|
345
|
|
|
$
|
102
|
|
|
$
|
97
|
|
Net unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Effective portion of net unrealized losses (net of $0, $3 and $2 tax benefit, respectively)
|
—
|
|
|
(12
|
)
|
|
(24
|
)
|
|||
Reclassification from accumulated other comprehensive loss to net income (net of $1, $1 and $1 tax expense, respectively)
|
7
|
|
|
5
|
|
|
5
|
|
|||
Net unrealized gains (losses) on foreign currency translation (net of $1 tax expense, $2 and $1 tax benefit, respectively)
|
3
|
|
|
(42
|
)
|
|
(35
|
)
|
|||
Other comprehensive income (loss) related to equity method investee (net of $0, $0 and $2 tax benefit, respectively)
|
2
|
|
|
—
|
|
|
(3
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
12
|
|
|
(49
|
)
|
|
(57
|
)
|
|||
COMPREHENSIVE INCOME
|
357
|
|
|
53
|
|
|
40
|
|
|||
Less comprehensive income prior to Initial Public Offering for NEP's initial portfolio
|
—
|
|
|
—
|
|
|
14
|
|
|||
Less comprehensive income attributable to noncontrolling interest
(b)
|
272
|
|
|
46
|
|
|
26
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
85
|
|
|
$
|
7
|
|
|
$
|
—
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
(b)
|
Comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive in
come
of the common control acquisitions. See Note 2 - Basis of Presentation.
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
|
Units
|
|
Limited
Partners
|
|
Additional
Paid in Capital
and Retained
Earnings
(a)
|
|
Accumulated
Other
Comprehensive
Loss
(a)
|
|
Noncontrolling
Interest
(a)
|
|
Total
Equity
(a)
|
|||||||||||
Balances, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
1,224
|
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
1,187
|
|
Net income
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Members' contributions
|
—
|
|
|
—
|
|
|
629
|
|
|
—
|
|
|
—
|
|
|
629
|
|
|||||
Members' distributions
|
—
|
|
|
—
|
|
|
(743
|
)
|
|
—
|
|
|
—
|
|
|
(743
|
)
|
|||||
Change in equity method investees
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Balances, June 30, 2014
|
—
|
|
|
—
|
|
|
1,170
|
|
|
(56
|
)
|
|
—
|
|
|
1,114
|
|
|||||
Transfer of equity prior to date of the initial public offering to noncontrolling interest
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
23
|
|
|
457
|
|
|
—
|
|
|||||
Transfer of equity of projects acquired subsequent to the initial public offering
|
—
|
|
|
—
|
|
|
(666
|
)
|
|
27
|
|
|
639
|
|
|
—
|
|
|||||
Limited partners/related party contribution and transition
|
—
|
|
|
113
|
|
(b)(c)
|
(24
|
)
|
(d)
|
6
|
|
(e)
|
50
|
|
(c)(f)
|
145
|
|
|||||
Initial public offering, unit issuance
|
18.7
|
|
|
438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|||||
Acquisition of membership interests in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(288
|
)
|
|
(288
|
)
|
|||||
Net income
(g)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
66
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(35
|
)
|
|
(38
|
)
|
|||||
Related party contributions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,238
|
|
|
1,239
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
(731
|
)
|
|||||
Change in equity method investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|||||
Distributions to unitholders
(h)
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Balances, December 31, 2014
|
18.7
|
|
|
551
|
|
|
—
|
|
|
(3
|
)
|
|
1,434
|
|
|
1,982
|
|
|||||
Limited partners/related party contribution and transition
|
—
|
|
|
51
|
|
(b)
|
—
|
|
|
—
|
|
|
3
|
|
(f)
|
54
|
|
|||||
Issuance of common units - net
|
11.9
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343
|
|
|||||
Acquisition of membership interests in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(949
|
)
|
|
(949
|
)
|
|||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
|||||
Related party note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
Net income
(g)
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
102
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(46
|
)
|
|
(49
|
)
|
|||||
Proceeds from issuance of NEP OpCo common units to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|
702
|
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
466
|
|
|
466
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(755
|
)
|
|
(755
|
)
|
|||||
Change in equity method investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||
Distributions to unitholders
(h)
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Balances, December 31, 2015
|
30.6
|
|
|
935
|
|
|
—
|
|
|
(6
|
)
|
|
963
|
|
|
1,892
|
|
|||||
Limited partners/related party contribution and transition
|
—
|
|
|
139
|
|
(b)
|
—
|
|
|
—
|
|
|
(19
|
)
|
(f)
|
120
|
|
|||||
Issuance of common units - net
|
23.6
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|||||
Acquisition of membership interests in subsidiaries and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(869
|
)
|
|
(869
|
)
|
|||||
Related party note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||||
Net income
(g)
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
345
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
12
|
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
340
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(161
|
)
|
|||||
Change in equity method investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
(81
|
)
|
|||||
Distributions to unitholders
(h)
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Balances, December 31, 2016
|
54.2
|
|
|
$
|
1,746
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
426
|
|
|
$
|
2,169
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
|||||||||||
(b)
|
Deferred tax asset recognized by NEP related to NEP equity issuances and acquisition of subsidiary membership interests.
|
|||||||||||
(c)
|
Includes carryover basis corrections to property, plant and equipment-net of approximately $51 million related to capitalized interest and other carryover basis adjustments to assets acquired under common control and a related decrease in deferred income taxes of approximately $3 million.
|
|||||||||||
(d)
|
Non-cash member contribution upon transition from predecessor accounting method net of non-cash reclassifications of distributions to due from or due to related parties.
|
|||||||||||
(e)
|
Balance sheet adjustment related to transitioning from separate return method of accounting for income taxes.
|
|||||||||||
(f)
|
Related party non-cash contributions, net, upon transition from predecessor accounting method.
|
|||||||||||
(g)
|
Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 2 - Basis of Presentation.
|
|||||||||||
(h)
|
Distributions per common unit were $1.2975, $0.905 and $0.1875 for the years ended December 31, 2016, 2015 and 2014, respectively.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
345
|
|
|
$
|
102
|
|
|
$
|
97
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
205
|
|
|
158
|
|
|
99
|
|
|||
Change in value of derivative contracts
|
(27
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Deferred income taxes
|
55
|
|
|
16
|
|
|
(26
|
)
|
|||
Benefits associated with differential membership interests - net
|
(55
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Equity in earnings of equity method investee
|
(20
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|||
Change in the fair value of contingent consideration for pipeline acquisition
|
(189
|
)
|
|
—
|
|
|
—
|
|
|||
Other - net
|
24
|
|
|
13
|
|
|
9
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(11
|
)
|
|
(4
|
)
|
|
(21
|
)
|
|||
Other current assets
|
(7
|
)
|
|
14
|
|
|
(31
|
)
|
|||
Other non-current assets
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Accounts payable and accrued expenses
|
4
|
|
|
(1
|
)
|
|
40
|
|
|||
Due to related parties
|
(3
|
)
|
|
2
|
|
|
6
|
|
|||
Other current liabilities
|
3
|
|
|
5
|
|
|
15
|
|
|||
Other non-current liabilities
|
5
|
|
|
2
|
|
|
5
|
|
|||
Net cash provided by operating activities
|
328
|
|
|
255
|
|
|
182
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisition of membership interests in subsidiaries and equity method investee
|
(869
|
)
|
|
(1,882
|
)
|
|
(288
|
)
|
|||
Capital expenditures
|
(283
|
)
|
|
(172
|
)
|
|
(714
|
)
|
|||
Proceeds from CITCs
|
13
|
|
|
—
|
|
|
327
|
|
|||
Changes in restricted cash
|
(18
|
)
|
|
66
|
|
|
(83
|
)
|
|||
Payments from (to) related parties under CSCS agreement - net
|
1
|
|
|
152
|
|
|
(174
|
)
|
|||
Insurance proceeds
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net cash used in investing activities
|
(1,156
|
)
|
|
(1,836
|
)
|
|
(931
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Partners/Members' contributions
|
255
|
|
|
148
|
|
|
1,032
|
|
|||
Partners/Members' distributions
|
(209
|
)
|
|
(760
|
)
|
|
(977
|
)
|
|||
Proceeds from differential membership investors
|
19
|
|
|
266
|
|
|
702
|
|
|||
Payments to differential membership investors
|
(16
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Proceeds from short-term debt
|
—
|
|
|
325
|
|
|
—
|
|
|||
Repayments of short-term debt
|
(12
|
)
|
|
(313
|
)
|
|
—
|
|
|||
Change in amounts due to related party
|
4
|
|
|
(20
|
)
|
|
—
|
|
|||
Proceeds from issuance of NEP OpCo common units to noncontrolling interest
|
—
|
|
|
702
|
|
|
—
|
|
|||
Issuances of long-term debt
|
771
|
|
|
1,369
|
|
|
15
|
|
|||
Deferred financing costs
|
(10
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|||
Retirements of long-term debt
|
(640
|
)
|
|
(395
|
)
|
|
(377
|
)
|
|||
Proceeds from issuance of common units - net
|
645
|
|
|
343
|
|
|
438
|
|
|||
Net cash provided by financing activities
|
807
|
|
|
1,641
|
|
|
830
|
|
|||
Effect of exchange rate changes on cash
|
4
|
|
|
(7
|
)
|
|
(2
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(17
|
)
|
|
53
|
|
|
79
|
|
|||
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
164
|
|
|
111
|
|
|
32
|
|
|||
CASH AND CASH EQUIVALENTS - END OF YEAR
|
$
|
147
|
|
|
$
|
164
|
|
|
$
|
111
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
166
|
|
|
$
|
110
|
|
|
$
|
73
|
|
Members’ noncash contributions for construction costs and other
|
$
|
89
|
|
|
$
|
318
|
|
|
$
|
907
|
|
Change in noncash investments in equity method investees - net
|
$
|
79
|
|
|
$
|
25
|
|
|
$
|
67
|
|
Members’ net distributions for CITC payments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147
|
|
Partners/Members' noncash distributions
|
$
|
32
|
|
|
$
|
42
|
|
|
$
|
496
|
|
Assumption of debt and acquisition holdbacks in connection with Texas pipelines acquisition
|
$
|
—
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
Change in accrued CITCs resulting in reduction to property, plant and equipment - net
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
—
|
|
Asset retirement obligation additions
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
13
|
|
Accrued but not paid for capital and other expenditures
|
$
|
3
|
|
|
$
|
265
|
|
|
$
|
170
|
|
Noncash reclassification of distributions to due from related parties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Noncash member contribution upon transition from predecessor method
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
62
|
|
Change in goodwill related to change in purchase accounting valuation
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 2 - Basis of Presentation.
|
|
Amounts Recognized
as of October 1, 2015 |
||
|
(millions)
|
||
Assets
|
|
||
Cash
|
$
|
1
|
|
Accounts receivable and prepaid expenses
|
21
|
|
|
Property, plant and equipment
|
806
|
|
|
Intangible assets - customer relationships
|
700
|
|
|
Gas commodity contracts
|
20
|
|
|
Goodwill
|
622
|
|
|
Total assets
|
$
|
2,170
|
|
|
|
||
Liabilities
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
$
|
46
|
|
Long-term debt, including current portion
|
706
|
|
|
Acquisition holdbacks
|
372
|
|
|
Derivatives
|
43
|
|
|
Total liabilities
|
1,167
|
|
|
Less: Noncontrolling interest at fair value
|
69
|
|
|
Total cash consideration
|
$
|
934
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(millions)
|
||||||
Unaudited pro forma results of operations:
|
|
|
|
||||
Pro forma revenues
|
$
|
572
|
|
|
$
|
406
|
|
Pro forma operating income
|
$
|
251
|
|
|
$
|
173
|
|
Pro forma net income
|
$
|
94
|
|
|
$
|
27
|
|
Pro forma net income (loss) attributable to NEP
|
$
|
9
|
|
|
$
|
(6
|
)
|
•
|
reflect the historical results of the Texas pipeline business beginning on January 1, 2014, excluding certain operations which were not acquired by NEP;
|
•
|
reflect the estimated depreciation and amortization expense based on the estimated fair value of property, plant and equipment - net and the intangible assets - customer relationships;
|
•
|
reflect additional interest expense related to financing transactions to fund the acquisition; and
|
•
|
reflect related income tax effects.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
U.S.
|
$
|
359
|
|
|
$
|
79
|
|
|
$
|
55
|
|
Foreign
|
42
|
|
|
48
|
|
|
28
|
|
|||
Income before income taxes
|
$
|
401
|
|
|
$
|
127
|
|
|
$
|
83
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
9
|
|
Deferred
|
53
|
|
|
13
|
|
|
(21
|
)
|
|||
Total federal
|
53
|
|
|
17
|
|
|
(12
|
)
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred
|
8
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Total state
|
8
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
1
|
|
|
5
|
|
|
3
|
|
|||
Deferred
|
(6
|
)
|
|
4
|
|
|
2
|
|
|||
Total foreign
|
(5
|
)
|
|
9
|
|
|
5
|
|
|||
Total income tax expense (benefit)
|
$
|
56
|
|
|
$
|
25
|
|
|
$
|
(14
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Income tax expense at 35% statutory rate
|
$
|
141
|
|
|
$
|
44
|
|
|
$
|
29
|
|
Increases (reductions) resulting from:
|
|
|
|
|
|
||||||
Taxes attributable to U.S. noncontrolling interest
|
(74
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|||
State income taxes, net of federal tax benefit
|
5
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
CITCs
|
—
|
|
|
(1
|
)
|
|
(21
|
)
|
|||
PTCs
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|||
Valuation allowance
|
(1
|
)
|
|
3
|
|
|
(9
|
)
|
|||
Effect of flow through entities and foreign tax differential
|
(6
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
U.S. taxes on foreign earnings
|
4
|
|
|
2
|
|
|
1
|
|
|||
Withholding taxes, net of U.S. federal tax
|
(2
|
)
|
|
(3
|
)
|
|
1
|
|
|||
Effect of Canadian tax restructuring, net of U.S. federal tax
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Change in tax status
|
—
|
|
|
—
|
|
|
2
|
|
|||
Income tax expense (benefit)
|
$
|
56
|
|
|
$
|
25
|
|
|
$
|
(14
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property
|
$
|
(51
|
)
|
|
$
|
(116
|
)
|
Investment in partnership
|
—
|
|
|
(87
|
)
|
||
Withholding taxes
|
—
|
|
|
(4
|
)
|
||
Other
|
(3
|
)
|
|
(2
|
)
|
||
Total deferred tax liabilities
|
(54
|
)
|
|
(209
|
)
|
||
Deferred tax asset:
|
|
|
|
||||
Net operating loss
|
184
|
|
|
265
|
|
||
Investment in partnership
|
68
|
|
|
83
|
|
||
Tax credit carryforwards
|
5
|
|
|
23
|
|
||
Power purchase agreements
|
2
|
|
|
2
|
|
||
Net unrealized gains
|
5
|
|
|
5
|
|
||
Other
|
1
|
|
|
7
|
|
||
Valuation allowance
|
(1
|
)
|
|
(15
|
)
|
||
Total deferred tax asset
|
264
|
|
|
370
|
|
||
Net deferred tax asset
|
$
|
210
|
|
|
$
|
161
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Deferred income taxes - assets
|
$
|
255
|
|
|
$
|
204
|
|
Deferred income taxes - liabilities
|
(45
|
)
|
|
(43
|
)
|
||
Net deferred income taxes
|
$
|
210
|
|
|
$
|
161
|
|
|
Amount
|
|
Expiration Dates
|
||
|
(millions)
|
|
|
||
Net operating loss carryforwards:
|
|
|
|
||
Federal
|
$
|
168
|
|
|
2034 - 2036
|
State
|
16
|
|
|
2024 - 2036
|
|
Total net operating loss carryforwards
|
$
|
184
|
|
|
|
Tax credit carryforwards
|
$
|
5
|
|
|
2019 - 2036
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Restricted cash equivalents
|
29
|
|
|
—
|
|
|
29
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Foreign currency contracts
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Interest rate contracts
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Total assets
|
$
|
95
|
|
|
$
|
16
|
|
|
$
|
111
|
|
|
$
|
68
|
|
|
$
|
4
|
|
|
$
|
72
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
—
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
68
|
|
|
68
|
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
68
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(millions)
|
||||||||||||||
Long-term debt, including current maturities
(a)
|
$
|
3,586
|
|
|
$
|
3,680
|
|
|
$
|
3,435
|
|
|
$
|
3,532
|
|
(a)
|
As of December 31, 2016, approximately
$2,808 million
of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3).
|
|
December 31, 2016
|
|||||||||||||||
|
|
Fair Values of Derivatives Not
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Total Derivatives Combined -
Net Basis
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(millions)
|
|||||||||||||||
Interest rate contracts
|
|
$
|
15
|
|
|
$
|
44
|
|
|
$
|
17
|
|
|
$
|
46
|
|
Foreign currency contracts
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total fair values
|
|
$
|
16
|
|
|
$
|
44
|
|
|
$
|
18
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
|
$
|
1
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
|
17
|
|
|
|
|||||||
Current derivative liabilities
|
|
|
|
|
|
|
|
$
|
18
|
|
||||||
Other non-current liabilities
|
|
|
|
|
|
|
|
28
|
|
|||||||
Total derivatives
|
|
|
|
|
|
$
|
18
|
|
|
$
|
46
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Fair Values of Derivatives
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Fair Values of Derivatives Not
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Total Derivatives Combined -
Net Basis
|
||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
1
|
|
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
46
|
|
|
$
|
5
|
|
|
$
|
71
|
|
Foreign currency contracts
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Total fair values
|
$
|
1
|
|
|
$
|
22
|
|
|
$
|
3
|
|
|
$
|
46
|
|
|
$
|
7
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
|
|
|
|
|
|
|
$
|
2
|
|
|
|
||||||||||
Other non-current assets
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|||||||||||
Current derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
$
|
22
|
|
||||||||||
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|||||||||||
Total derivatives
|
|
|
|
|
|
|
|
|
$
|
7
|
|
|
$
|
71
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Interest rate contracts:
|
|
||||||||||
Losses recognized in other comprehensive income
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
(26
|
)
|
Losses reclassified from AOCI to interest expense
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Gains recognized in interest expense
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
Range of Useful
Lives (in years) |
||||
|
(millions)
|
|
|
||||||
Power-generation assets
(a)
|
$
|
4,452
|
|
|
$
|
4,378
|
|
|
5 - 30
|
Pipeline assets, including temporary rights-of-way
|
771
|
|
|
765
|
|
|
50
|
||
Land improvements and buildings
|
187
|
|
|
179
|
|
|
25 - 30
|
||
Land, including perpetual rights-of-way
|
70
|
|
|
73
|
|
|
|
||
Construction work in progress
|
7
|
|
|
3
|
|
|
|
||
Other depreciable assets
|
251
|
|
|
225
|
|
|
3 - 30
|
||
Property, plant and equipment, gross
|
5,738
|
|
|
5,623
|
|
|
|
||
Accumulated depreciation
|
(687
|
)
|
|
(501
|
)
|
|
|
||
Property, plant and equipment - net
|
$
|
5,051
|
|
|
$
|
5,122
|
|
|
|
(a)
|
Approximately
99%
of power generation assets represent machinery and equipment used to generate electricity with a
30
-year depreciable life.
|
|
|
|
December 31,
|
||||||||||||
|
|
|
2016
|
|
2015
|
||||||||||
|
Maturity
Date |
|
Balance
|
|
Weighted-Average Interest Rate
|
|
Balance
|
|
Weighted-Average Interest Rate
|
||||||
|
|
|
(millions)
|
|
|
|
(millions)
|
|
|
||||||
NEP OpCo:
|
|
|
|
|
|
|
|
|
|
||||||
Term loans - variable
(a)(b)
|
2018 - 2019
|
|
$
|
600
|
|
|
2.87
|
%
|
|
$
|
600
|
|
|
2.57
|
%
|
Revolving credit facility - variable
(a)(c)
|
2019
|
|
—
|
|
|
|
|
|
29
|
|
|
2.53
|
%
|
||
Project level:
|
|
|
|
|
|
|
|
|
|
||||||
Senior secured limited-recourse debt - fixed
|
2030 - 2038
|
|
1,364
|
|
|
5.34
|
%
|
|
1,383
|
|
|
5.35
|
%
|
||
Senior secured limited-recourse debt - variable
(a)(b)
|
2019 - 2033
|
|
695
|
|
|
2.60
|
%
|
|
755
|
|
|
2.43
|
%
|
||
Bank loan
(a)
|
2020
|
|
200
|
|
|
2.66
|
%
|
|
200
|
|
|
2.36
|
%
|
||
Limited-recourse revolving credit facility - variable
(a)(d)
|
2020
|
|
150
|
|
|
2.73
|
%
|
|
—
|
|
|
|
|||
Non-recourse notes payable - fixed
|
2028
|
|
24
|
|
|
6.30
|
%
|
|
25
|
|
|
6.30
|
%
|
||
Limited-recourse term loan - variable
(a)(e)
|
2022
|
|
604
|
|
|
2.97
|
%
|
|
491
|
|
|
2.56
|
%
|
||
Unamortized debt issuance costs
|
|
|
(53
|
)
|
|
|
|
(51
|
)
|
|
|
||||
Unamortized discount
|
|
|
2
|
|
|
|
|
3
|
|
|
|
||||
Total long-term debt
|
|
|
3,586
|
|
|
|
|
3,435
|
|
|
|
||||
Less current maturities of long-term debt
|
|
|
78
|
|
|
|
|
101
|
|
|
|
||||
Long-term debt, excluding current maturities
|
|
|
$
|
3,508
|
|
|
|
|
$
|
3,334
|
|
|
|
(a)
|
Variable rate is based on an underlying index plus a margin.
|
(b)
|
Interest rate contracts, primarily swaps, have been entered into for a majority of these debt issuances. See Note 6.
|
(c)
|
NEP OpCo and its direct subsidiaries (Loan Parties) are parties to the
$250 million
variable rate, senior secured revolving credit facility (NEP OpCo credit facility). It includes borrowing capacity for letters of credit and incremental commitments to increase the NEP OpCo credit facility to up to
$1 billion
in the aggregate, subject to certain conditions. Borrowings under the NEP OpCo credit facility can be used by the Loan Parties to fund working capital and expansion projects, to make acquisitions and for general business purposes. The NEP OpCo credit facility is 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 NEP OpCo credit facility). In February 2017,
$10 million
was drawn on the NEP OpCo credit facility.
|
(d)
|
The limited-recourse revolving credit facility provides up to
$150 million
of revolving credit loans if certain conditions are satisfied, including, among other things, meeting a leverage ratio at the time of any borrowing that does not exceed a specified ratio.
|
(e)
|
In 2016, a construction loan credit facility converted to a term loan.
|
|
Accumulated Other Comprehensive Income (Loss)
|
|||||||||||||||||
|
Net Unrealized
Gains (Losses) on
Cash Flow Hedges
|
|
Net Unrealized
Gains (Losses) on
Foreign Currency
Translation
|
|
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
|
Total
|
||||||||||||
|
(millions)
|
|||||||||||||||||
Balances, December 31, 2013
|
$
|
9
|
|
|
$
|
(31
|
)
|
|
$
|
(15
|
)
|
$
|
(37
|
)
|
||||
Other comprehensive loss before reclassification
|
(24
|
)
|
|
(35
|
)
|
|
—
|
|
(59
|
)
|
||||||||
Amounts reclassified from AOCI to interest expense
|
5
|
|
|
—
|
|
|
—
|
|
5
|
|
||||||||
Other comprehensive loss related to equity method investee
|
—
|
|
|
—
|
|
|
(3
|
)
|
(3
|
)
|
||||||||
Net other comprehensive loss
|
(19
|
)
|
|
(35
|
)
|
|
(3
|
)
|
(57
|
)
|
||||||||
Balance sheet adjustment related to transitioning from separate return method
|
6
|
|
|
—
|
|
|
—
|
|
6
|
|
||||||||
Balances, December 31, 2014
|
(4
|
)
|
|
(66
|
)
|
|
(18
|
)
|
(88
|
)
|
||||||||
Other comprehensive loss before reclassification
|
(12
|
)
|
|
(42
|
)
|
|
—
|
|
(54
|
)
|
||||||||
Amounts reclassified from AOCI to interest expense
|
5
|
|
|
—
|
|
|
—
|
|
5
|
|
||||||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Net other comprehensive loss
|
(7
|
)
|
|
(42
|
)
|
|
—
|
|
(49
|
)
|
||||||||
Balances, December 31, 2015
|
(11
|
)
|
|
(108
|
)
|
|
(18
|
)
|
(137
|
)
|
||||||||
Other comprehensive income before reclassification
|
—
|
|
|
3
|
|
|
—
|
|
3
|
|
||||||||
Amounts reclassified from AOCI to interest expense
|
7
|
|
|
—
|
|
|
—
|
|
7
|
|
||||||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
2
|
|
2
|
|
||||||||
Net other comprehensive income
|
7
|
|
|
3
|
|
|
2
|
|
12
|
|
||||||||
Balances, December 31, 2016
|
$
|
(4
|
)
|
|
$
|
(105
|
)
|
|
$
|
(16
|
)
|
$
|
(125
|
)
|
||||
AOCI attributable to noncontrolling interest
|
$
|
(4
|
)
|
|
$
|
(101
|
)
|
|
$
|
(17
|
)
|
$
|
(122
|
)
|
||||
AOCI attributable to NextEra Energy Partners, December 31, 2016
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
$
|
(3
|
)
|
Year Ending December 31,
|
|
Land Use
Commitments
|
||
|
|
(millions)
|
||
2017
|
|
$
|
10
|
|
2018
|
|
10
|
|
|
2019
|
|
10
|
|
|
2020
|
|
10
|
|
|
2021
|
|
10
|
|
|
Thereafter
|
|
276
|
|
|
Total minimum land use payments
|
|
$
|
326
|
|
|
March 31
(a)
|
|
June 30
(a)
|
|
September 30
(a)
|
|
December 31
(a)
|
||||||||
|
(millions, except per unit amounts)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
171
|
|
|
$
|
182
|
|
|
$
|
186
|
|
|
$
|
176
|
|
Operating income
(c)
|
$
|
73
|
|
|
$
|
79
|
|
|
$
|
79
|
|
|
$
|
58
|
|
Net income
(d)
|
$
|
(12
|
)
|
|
$
|
38
|
|
|
$
|
133
|
|
|
$
|
185
|
|
Net income attributable to NEP
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
27
|
|
|
$
|
42
|
|
Earnings per unit - basic and assuming dilution
|
$
|
0.14
|
|
|
$
|
0.19
|
|
|
$
|
0.62
|
|
|
$
|
0.78
|
|
Distributions per unit
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
High-low common unit sales prices
|
$29.23 - $24.88
|
|
|
$30.38 - $26.01
|
|
|
$31.73 - $27.85
|
|
|
$28.72 - $23.97
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
108
|
|
|
$
|
125
|
|
|
$
|
115
|
|
|
$
|
146
|
|
Operating income
(c)
|
$
|
44
|
|
|
$
|
58
|
|
|
$
|
48
|
|
|
$
|
62
|
|
Net income
(d)
|
$
|
26
|
|
|
$
|
32
|
|
|
$
|
19
|
|
|
$
|
24
|
|
Net income attributable to NEP
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Earnings per unit - basic and assuming dilution
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.05
|
|
|
$
|
0.16
|
|
Distributions per unit
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
High-low common unit sales prices
|
$45.25 - $33.70
|
|
|
$48.23 - $39.62
|
|
|
$41.26 - $19.34
|
|
|
$31.67 - $20.99
|
|
(a)
|
In the opinion of management, 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, and in 2015 reflect the acquisition of the Texas pipeline business on October 1, 2015. The sum of the quarterly amounts may not equal the total for the year due to rounding.
|
(b)
|
Operating revenues include increases of approximately
$6 million
,
$11 million
and
$5 million
for the quarterly periods ended March 31, 2016, June 30, 2016 and December 31, 2015, respectively, from previously reported amounts reflecting retrospective adjustments for common control acquisitions.
|
(c)
|
Operating income includes an increase of approximately
$4 million
and a decrease of
$2 million
for the quarterly periods ended June 30, 2016 and December 31, 2015, respectively, from previously reported amounts reflecting retrospective adjustments for common control acquisitions.
|
(d)
|
Net income includes increases of approximately
$2 million
,
$10 million
,
$6 million
,
$1 million
,
$4 million
and
$6 million
for the quarterly periods ended March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2015, June 20, 2015 and September 30, 2015, respectively, from previously reported amounts reflecting retrospective adjustments for common control acquisitions.
|
Name
|
|
Age
|
|
Position with NextEra Energy Partners GP, Inc.
|
James L. Robo
|
|
54
|
|
Chairman of the Board and Chief Executive Officer, Director
|
Susan Davenport Austin
|
|
49
|
|
Director
|
Robert J. Byrne
|
|
55
|
|
Director
|
Mark E. Hickson
|
|
50
|
|
Executive Vice President, Strategy and Corporate Development, Director
|
John W. Ketchum
|
|
46
|
|
Chief Financial Officer, Director
|
Peter H. Kind
|
|
60
|
|
Director
|
Armando Pimentel, Jr.
|
|
54
|
|
President, Director
|
Charles E. Sieving
|
|
44
|
|
General Counsel, Director
|
Terrell Kirk Crews, II
|
|
38
|
|
Controller and Chief Accounting Officer
|
Paul I. Cutler
|
|
57
|
|
Treasurer and Assistant Secretary
|
•
|
is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has 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.
|
(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.
|
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
|
||||||||||||||
Susan Davenport Austin
(a)
|
$
|
55,000
|
|
|
$
|
105,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155,000
|
|
Robert J. Byrne
(b)
|
$
|
70,000
|
|
|
$
|
105,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,000
|
|
Peter H. Kind
(c)
|
$
|
70,000
|
|
|
$
|
105,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,000
|
|
Name of Beneficial Owner
|
|
Common Units
Beneficially Owned
(a)
|
|
Percentage of
Common Units
Beneficially Owned
(b)
|
Neuberger Berman Group LLC
(c)
|
|
5,964,608
|
|
11.00%
|
Energy Income Partners, LLC
(d)
|
|
5,286,358
|
|
9.74%
|
The Charger Corporation
(e)
|
|
3,318,879
|
|
6.12%
|
FMR LLC
(f)
|
|
3,117,539
|
|
5.75%
|
BlackRock, Inc.
(g)
|
|
2,795,944
|
|
5.15%
|
(a)
|
The amounts and percentage of units beneficially owned are reported pursuant to the SEC rules 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 23, 2017, NEE Equity held 101,440,000 Special Voting Units. Furthermore, NEE has implemented a NEP common unit repurchase program. Under the program, another subsidiary of NEE has acquired 1,402,483 common units. In the aggregate, the Special Voting Units and common units held by subsidiaries of NEE represent approximately 66.1% of outstanding voting power on matters for which a holder of Special Voting Units is entitled to vote.
|
|
|
(c)
|
This information has been derived from a statement on Schedule 13G/A of Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC filed with the SEC on February 14, 2017 and is as of December 31, 2016. Neuberger Berman Group LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Investment Advisers LLC and certain affiliated persons may be deemed to beneficially own the securities in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Neuberger Berman Group LLC, through its subsidiaries Neuberger Berman Fixed Income Holdings LLC, NB Alternatives Holdings LLC and Neuberger Trust Holdings LLC, controls Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC, Neuberger Berman Investment Advisers LLC and certain affiliated persons. With regard to 5,848,287 NEP common units, Neuberger Berman Group LLC may be deemed to be the beneficial owner because certain affiliated persons have shared power to retain, dispose of and vote the securities. In addition to the holdings of individual advisory clients, Neuberger Berman Investment Advisers LLC serves as investment manager of Neuberger Berman Group LLC’s various registered mutual funds which hold such shares. The holdings belonging to clients of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Investment Advisers LLC are also aggregated to comprise the 5,848,287 common units. In addition to the 5,848,287 common units for which Neuberger entities also have shared power to dispose of the common units, the amount of 5,964,608 common units also includes common units from individual client accounts over which Neuberger Berman Investment Advisers LLC has shared power to dispose but do not have voting power over these shares. The holdings of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., NB Alternatives Advisers LLC and Neuberger Berman Investment Advisers LLC are also aggregated to comprise the amount of 5,964,608 referenced herein. The address of each of Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC is 1290 Avenue of the Americas, New York, NY 10104.
|
|
|
(d)
|
This information has been derived from a statement on Schedule 13G/A of Energy Income Partners, LLC and the other entities and individuals described below filed with the SEC on February 14, 2017 and is as of December 31, 2016. James J. Murchie, Eva Pao and John Tysseland are the portfolio managers with respect to portfolios managed by Energy Income Partners, LLC. Linda A. Longville and Saul Ballesteros are control persons of Energy Income Partners, LLC. Collectively, Energy Income Partners, LLC and such other entities and individuals hold shared voting power and shared dispositive power over the 5,286,358 common units reported above. The address of each of Energy Income Partners, LLC, Mr. Murchie, Ms. Pao, Mr. Tysseland, Ms. Longville and Mr. Ballesteros is 10 Wright Street, Westport, CT 06880.
|
|
|
(e)
|
This information has been derived from a statement on Schedule 13G/A of The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P., filed with the SEC on January 24, 2017, and is as of December 31, 2016. The Charger Corporation is the general partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold common units. 3,318,879 common units are held by unit investment trusts sponsored by First Trust Portfolios L.P. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold common units. None of First Trust Portfolios L.P., First Trust Advisors L.P. or The Charger Corporation has the power to vote the common units held by such unit investment trusts sponsored by First Trust Portfolios L.P. Such common units are voted by the trustee of such unit investment trusts so as to insure that the common units are voted as closely as possible in the same manner and in the same general proportion as are the common units held by owners other than such unit investment trusts. First Trust Advisors L.P. and The Charger Corporation have shared voting power over 3,315,861 common units and shared dispositive power over 3,318,879 common units. The address of each of The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P. is 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
|
|
|
(f)
|
This information has been derived from a statement on Schedule 13G of FMR LLC and Abigail P. Johnson filed with the SEC on February 14, 2017 and is as of December 30, 2016. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, 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 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 each of FMR LLC and Ms. Johnson is 245 Summer Street, Boston, MA 02210.
|
|
|
(g)
|
This information has been derived from a statement on Schedule 13G of BlackRock, Inc., filed with the SEC on January 30, 2017, and is as of December 31, 2016. The subsidiaries of BlackRock, Inc. that acquired the common units on behalf of BlackRock, Inc. are: BlackRock (Luxembourg) S.A.,BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd. and BlackRock Investment Management, LLC. BlackRock, Inc. and its subsidiaries have sole voting power with respect to 2,794,230 common units. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
Name of Beneficial Owner
|
|
Amount and Nature
of Beneficial
Ownership
|
|
Percent
of Class
|
|
James L. Robo
|
|
143,576
|
|
|
*
|
Susan Davenport Austin
|
|
9,970
|
|
|
*
|
Robert J. Byrne
|
|
15,200
|
|
|
*
|
Mark E. Hickson
|
|
3,430
|
|
|
*
|
John W. Ketchum
|
|
3,310
|
|
|
*
|
Peter H. Kind
|
|
13,900
|
|
|
*
|
Armando Pimentel, Jr.
|
|
15,000
|
|
|
*
|
Charles E. Sieving
|
|
23,358
|
|
|
*
|
Terrell Kirk Crews II
|
|
—
|
|
|
*
|
Paul I. Cutler
|
|
36,525
|
|
|
*
|
All directors and executive officers as a group (10 persons)
|
|
264,269
|
|
|
*
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
|
|
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
|
|
1,277,940
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
N/A
|
|
—
|
|
|
Total
|
|
—
|
|
|
|
N/A
|
|
1,277,940
|
|
|
•
|
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 operations and maintenance 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.
|
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
|
FPL Energy Vansycle L.L.C. (Stateline)
|
|
December 19, 2003
|
Ashtabula Wind III, LLC
|
|
December 22, 2010
|
Baldwin Wind, LLC
|
|
July 6, 2010
|
Mammoth Plains Wind Project, LLC
|
|
October 27, 2014, as amended and restated December 18, 2014
|
Seiling Wind, LLC
|
|
October 28, 2014
|
Seiling Wind II, LLC
|
|
October 28, 2014
|
Golden Hills Wind, LLC
|
|
September 23, 2015
|
Cedar Bluff Wind, LLC
|
|
September 23, 2015
|
Party
|
|
Date
|
Genesis Solar, LLC
|
|
August 22, 2011
|
Shafter Solar, LLC
|
|
April 7, 2015, as amended May 29, 2015
|
Adelanto Solar, LLC
|
|
April 7, 2015
|
Adelanto Solar II, LLC
|
|
April 7, 2015
|
McCoy Solar, LLC
|
|
December 19, 2014
|
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
|
Jericho Wind, LP
|
|
February 27, 2015
|
Party
|
|
Date of Agreement
|
|
Annual Fee
|
||
Genesis Solar, LLC
|
|
August 22, 2011
|
|
$
|
125,000
|
|
Elk City Wind, LLC
|
|
May 21, 2009, as 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
|
|
Shafter Solar, LLC
|
|
April 7, 2015
|
|
$
|
125,000
|
|
Adelanto Solar, LLC
|
|
April 7, 2015
|
|
$
|
125,000
|
|
Adelanto Solar II, LLC
|
|
April 7, 2015
|
|
$
|
125,000
|
|
Adelanto Solar Holdings, LLC
|
|
April 7, 2015
|
|
$
|
125,000
|
|
McCoy Solar, LLC
|
|
December 19, 2014
|
|
$
|
250,000
|
|
McCoy Solar Funding, LLC
|
|
December 19, 2014
|
|
$
|
50,000
|
|
Ashtabula Wind III, LLC
|
|
December 22, 2010
|
|
$
|
125,000
|
|
Baldwin Wind, LLC
|
|
July 6, 2010
|
|
$
|
125,000
|
|
Mammoth Plains Wind Project, LLC
|
|
October 27, 2014, as amended and restated December 18, 2014
|
|
$
|
125,000
|
|
FPL Energy Vansycle L.L.C. (Stateline)
|
|
December 19, 2003
|
|
$
|
206,000
|
|
NET Holdings Management, LLC
|
|
December 31, 2015
|
|
$
|
2,250,000
|
|
Meadowlark Wind, LLC
|
|
July 24, 2015
|
|
$
|
1
|
|
Golden Hills Wind, LLC
|
|
September 23, 2015
|
|
$
|
125,000
|
|
Golden Hills Interconnection, LLC
|
|
December 14, 2015
|
|
$
|
1
|
|
Cedar Bluff Wind, LLC
|
|
September 23, 2015
|
|
$
|
125,000
|
|
Sieling Wind, LLC
|
|
September 23, 2015
|
|
$
|
125,000
|
|
Sieling Wind II, LLC
|
|
October 28, 2014
|
|
$
|
125,000
|
|
Sieling Wind Portfolio, LLC
|
|
October 27, 2014
|
|
$
|
1
|
|
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
|
Jericho Wind, LP
|
|
February 27, 2015
|
|
CAD $150,000
|
(4)
|
NEP subsidiary’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 agreement or a material breach occurs that is not cured within 30 days after the breaching party receives notice. If a change in law necessitates an amendment of the agreement, the parties are required to negotiate a mutually agreeable amendment.
|
(5)
|
The agreement continues until terminated by mutual agreement or on the date that all parties or their successors permanently cease operation of the applicable projects.
|
(6)
|
O&M costs and expenses incurred for shared facilities are shared equally among the four parties. Northern Colorado Wind Energy, LLC’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 agreement or a material breach occurs that is not cured within 30 days after the breaching party receives notice.
|
(7)
|
In the event of a change of control of the parties or a change in law or applicable regulations, the parties are required to negotiate and implement a mutually acceptable ownership structure for the shared facilities. The agreement continues until terminated by mutual agreement.
|
(8)
|
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 O&M costs and expenses 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 with Palo Duro Wind Energy II, LLC thereafter
.
|
(9)
|
Forty percent of the O&M costs for shared facilities are allocated to the Bluewater Project Entity and 60% of such costs are allocated to Goshen Wind, LP. Goshen Wind, LP’s right of access to and use of such building and equipment is granted to the extent that it does not, in any material respect, (i) limit 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 Bluewater Project Entity.
|
(10)
|
Each party is responsible for its pro rata share of all expenses attributable to the shared facilities (Jericho Wind, LP has an approximately 53% interest, Bornish Wind has a 26% interest and Adelaide Wind has a 21% interest in the shared facilities). The agreement terminates upon the earliest to occur of the written agreement of all the parties or one party becoming the sole owner of the shared facilities.
|
(11)
|
The agreement may be terminated upon the occurrence of certain customary events or by mutual agreement.
|
(12)
|
Baldwin Wind, LLC pays NEOS its pro rata share (based on the parties’ respective percentage ownership interests of the common facilities at the time such costs are incurred) of the O&M costs for the common facilities. At December 31, 2016, Baldwin Wind, LLC’s ownership interest was 50%. NEOS is designated as operator under the agreement. The agreement continues until December 31, 2041.
|
(13)
|
The Stateline Project Entity and FPL Energy Stateline II, Inc. each pay NEOS its pro rata share (based on the parties’ respective percentage ownership interests of the common facilities at the time such costs are incurred) of the O&M costs for the common facilities. NEOS is designated as operator under the agreement. The agreement continues until December 31, 2035.
|
(14)
|
Each easement agreement continues until December 31, 2035.
|
(15)
|
The agreement continues until December 31, 2035. Each party is responsible for paying all costs, expenses and charges that directly relate to its projects use of or activities with respect to the common facilities and which are assessed under the Common Facilities Services Agreement.
|
|
|
Transportation Rates and
Reimbursements
|
||||||
Pipeline Entity
|
|
2016
|
|
2015
|
||||
Monument Pipeline LP
|
|
$
|
8,505,000
|
|
|
$
|
1,340,000
|
|
South Shore Pipeline, L.P.
|
|
$
|
649,000
|
|
|
$
|
—
|
|
Mission Valley Pipeline Company, LP
|
|
$
|
87,000
|
|
|
$
|
44,000
|
|
Mission Natural Gas Company, LP
|
|
$
|
62,000
|
|
|
$
|
16,000
|
|
LaSalle Pipeline, LP
|
|
$
|
180,000
|
|
|
$
|
43,000
|
|
•
|
NEER provides certain existing limited credit support on behalf of NEP’s subsidiaries for the projects 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.
|
|
|
2016
|
|
2015
|
||||
Audit Fees
(a)
|
|
$
|
2,124,000
|
|
|
$
|
2,522,000
|
|
Audit-Related Fees
(b)
|
|
1,984,000
|
|
|
1,263,000
|
|
||
Tax Fees
(c)
|
|
25,000
|
|
|
206,000
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
4,133,000
|
|
|
$
|
3,991,000
|
|
(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 and the audit of effectiveness of internal control over financial reporting, comfort letters, consents, and other services related to SEC matters.
|
(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.
|
(c)
|
Tax fees consist of fees billed for professional services rendered for tax advice and tax planning.
|
|
|
|
Page(s)
|
(a)
|
1.
|
Financial Statements
|
|
|
|
Management's Report on Internal Control over Financial Reporting
|
|
|
|
Attestation Report of Independent Registered Public Accounting Firm
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Income
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
2.
|
Financial Statement Schedules - Schedules are omitted as not applicable or not required.
|
|
|
|
|
|
|
3.
|
Exhibits (including those incorporated by reference)
|
|
Exhibit
Number
|
|
Description
|
2.1*
|
|
Membership Interest Purchase Agreement by and among Dearing Holdings, LP, Gutierrez Holdings, LP, Mission Pipeline Midstream, Inc., NET Investment Company LLC, Midstream Partners Sellers’ Representative LLC, Jerry Dearing and Joe Gutierrez, NextEra Energy Partners, LP, ArcLight Capital Partners, LLC, National Energy & Trade, LP and NET Holdings Management, LLC, dated as of July 31, 2015 (filed as Exhibit 2 to Form 8-K dated July 31, 2015, File No. 1-36518)
|
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*
|
|
Certificate of Limited Partnership of NextEra Energy Partners, LP (filed as Exhibit 3.3 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
3.3*
|
|
Certificate of Incorporation of NextEra Energy Partners GP, Inc. (filed as Exhibit 3.5 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
3.4*
|
|
Bylaws of NextEra Energy Partners GP, Inc. (filed as Exhibit 3.6 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
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*
|
|
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)
|
10.4*
|
|
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)
|
10.4(a)*
|
|
Amendment No. 1 to 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 5, 2016 (filed as Exhibit 10 to Form 10-Q dated for the quarter ended June 30, 2016, File No. 1-36518)
|
10.5*
|
|
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)
|
10.6*
|
|
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)
|
10.6(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 (filed as Exhibit 10.7(a) to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
10.6(b)*
|
|
Second 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 April 28, 2015 (filed as Exhibit 10.4 to Form 10-Q for the quarter ended June 30, 2015, File No. 1-36518)
|
Exhibit
Number
|
|
Description
|
10.6(c)
|
|
Third 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 November 22, 2016
|
10.7*
|
|
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)
|
10.8*
|
|
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)
|
10.9*
|
|
Form of NextEra Energy Partners, GP, Inc. Indemnity Agreement (filed as Exhibit 10.10 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
10.10*
|
|
NextEra Energy Partners, LP Guaranty dated as of July 1, 2014 in favor of Bank of America, N.A., as collateral agent under the 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 10.1 to Form 10-Q for the quarter ended March 31, 2015, File No. 1-36518)
|
10.11*
|
|
Certificate of Limited Partnership of NextEra Energy Operating Partners, LP (filed as Exhibit 3.4 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
|
10.12*
|
|
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)
|
10.12(a)*
|
|
Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of May 14, 2015 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2015, File No. 1-36518)
|
10.12(b)*
|
|
Amended and Restated Class B, Series 1 Limited Partner Interests Amendment to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated July 17, 2015 and effective April 29, 2015 (filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2015, File No. 1-36518)
|
10.13(c)*
|
|
Amended and Restated Class B, Series 2 Limited Partner Interests Amendment to First Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated July 17, 2015 and effective April 29, 2015 (filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2015, File No. 1-36518)
|
10.14*
|
|
NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, GP, Inc. effective January 1, 2016 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2016, File No. 1-36518)
|
10.15
|
|
NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, GP, Inc. effective January 1, 2017
|
12
|
|
Computation of Ratios
|
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.
|
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)
|
SUSAN DAVENPORT AUSTIN
|
|
MARK E. HICKSON
|
Susan Davenport Austin
Director
|
|
Mark E. Hickson
Director
|
ROBERT J. BYRNE
|
|
PETER H. KIND
|
Robert J. Byrne
Director
|
|
Peter H. Kind
Director
|
JOHN W. KETCHUM
|
|
ARMANDO PIMENTEL, JR.
|
John W. Ketchum
Chief Financial Officer and Director
(Principal Financial Officer)
|
|
Armando Pimentel, Jr.
Director
|
|
|
|
TERRELL KIRK CREWS, II
|
|
CHARLES E. SIEVING
|
Terrell Kirk Crews, II
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
Charles E. Sieving
Director
|
Annual Retainer
(payable quarterly)
|
$60,000
|
|
|
Committee Chair retainer (annual)
(payable quarterly)
|
$15,000
|
|
|
Annual grant of restricted common units
(under 2014 Long-Term Incentive Plan)
|
That number of common units determined by dividing $110,000 by closing price of NextEra Energy Partners, LP common units on effective date of grant (rounded up to the nearest 10 common units)
|
|
|
Miscellaneous
|
Travel and Accident Insurance (including spouse coverage)
|
(ii)
|
OpCo Leverage Ratio
. Permit the OpCo Leverage Ratio for the most recently completed Measurement Period to be greater than 5.5 to 1.0.
Notwithstanding anything herein to the contrary, when calculating the OpCo Leverage Ratio for the purposes of this Section 6.13(a)(ii), the Swap Termination Value of all Swap Contracts then outstanding shall be excluded from the calculation of OpCo Funded Debt.
|
(ii)
|
US Holdings Leverage Ratio
. Permit the US Holdings Leverage Ratio for the most recently completed Measurement Period to be greater than 5.5 to 1.0.
Notwithstanding anything herein to the contrary, when calculating the US Holdings Leverage Ratio for the purposes of this Section 6.13(b)(ii), the Swap Termination Value of all Swap Contracts then outstanding shall be excluded from the calculation of US Holdings Funded Debt.
|
By:
|
NEXTERA ENERGY OPERATING PARTNERS GP, LLC,
its General Partner
|
By:
|
WILLIAM MERRITT
|
Name:
|
William Merritt
|
Title:
|
Director
|
By:
|
MEDLINA SALES DE ANDRADE
|
Name:
|
Medina Sales de Andrade
|
Title:
|
Vice President
|
ENTITY NAME
|
|
Bornish Wind Holdings, LP
|
Bornish Wind Holdings GP, ULC
|
Bornish Wind Holdings GP, LLC
|
Bornish Wind LP, ULC
|
East Durham Wind, ULC
|
East Durham Wind Holdings, LP
|
East Durham Wind Holdings GP, ULC
|
East Durham Wind Holdings GP, LLC
|
Goshen Wind, ULC
|
Goshen Wind Holdings, LP
|
Goshen Wind Holdings GP, ULC
|
Goshen Wind Holdings GP, LLC
|
Kerwood Wind, ULC
|
Kerwood Wind Holdings, LP
|
Kerwood Wind Holdings GP, ULC
|
Kerwood Wind Holdings GP, LLC
|
Jericho Wind, ULC
|
Jericho Wind Holdings, LP
|
Jericho Wind Holdings GP, ULC
|
Jericho Wind Holdings GP, LLC
|
Varna Wind, ULC
|
Varna Wind Holdings, LP
|
Varna Wind Holdings GP, ULC
|
Varna Wind Holdings GP, LLC
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(millions of dollars)
|
||||||||||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
345
|
|
|
$
|
102
|
|
|
$
|
97
|
|
|
$
|
20
|
|
|
$
|
12
|
|
Income taxes
|
56
|
|
|
25
|
|
|
(14
|
)
|
|
28
|
|
|
4
|
|
|||||
Fixed charges included in the determination of net income, as below
|
155
|
|
|
124
|
|
|
103
|
|
|
52
|
|
|
53
|
|
|||||
Amortization of capitalized interest
|
6
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Distributed income of equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Equity in earnings of equity method investee and non-economic ownership interests
|
(16
|
)
|
|
(16
|
)
|
|
(7
|
)
|
|
—
|
|
|
4
|
|
|||||
Total earnings, as defined
|
$
|
546
|
|
|
$
|
238
|
|
|
$
|
181
|
|
|
$
|
100
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
147
|
|
|
$
|
117
|
|
|
$
|
100
|
|
|
$
|
49
|
|
|
$
|
51
|
|
Rental interest factor
|
8
|
|
|
7
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|||||
Fixed charges included in the determination of net income
|
155
|
|
|
124
|
|
|
103
|
|
|
52
|
|
|
53
|
|
|||||
Capitalized interest
|
—
|
|
|
—
|
|
|
4
|
|
|
30
|
|
|
15
|
|
|||||
Total fixed charges, as defined
|
$
|
155
|
|
|
$
|
124
|
|
|
$
|
107
|
|
|
$
|
82
|
|
|
$
|
68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit distributions
(a)
|
3.52
|
|
|
1.92
|
|
|
1.69
|
|
|
1.22
|
|
|
1.07
|
|
(a)
|
NextEra Energy Partners, LP has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred unit distributions.
|
Subsidiary
|
|
Jurisdiction
|
NextEra Energy Operating Partners GP, LLC
|
|
Delaware
|
NextEra Energy Operating Partners, LP
(a)
|
|
Delaware
|
(a)
|
Includes 85 subsidiaries that operate in the United States and 54 subsidiaries that operate in Canada in the same line of business as NextEra Energy Operating Partners, LP.
|
1.
|
I have reviewed this Form 10-K for the annual period ended December 31, 2016 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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 23, 2017
|
JAMES L. ROBO
|
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners GP, Inc.
|
1.
|
I have reviewed this Form 10-K for the annual period ended December 31, 2016 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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February 23, 2017
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JOHN W. KETCHUM
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John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners GP, Inc.
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(1)
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The Annual Report on Form 10-K of NextEra Energy Partners, LP (the registrant) for the annual period ended December 31, 2016 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
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Dated:
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February 23, 2017
|
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JAMES L. ROBO
|
|
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James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners GP, Inc.
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|
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JOHN W. KETCHUM
|
|
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John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners GP, Inc.
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