|
|
|
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
|
|
|
Large Accelerated Filer
þ
|
Accelerated Filer
¨
|
Non-Accelerated Filer
¨
|
Smaller Reporting Company
¨
|
Emerging Growth Company
¨
|
Term
|
Meaning
|
2016 Form 10-K
|
NEP's Annual Report on Form 10-K for the year ended December 31, 2016
|
AOCI
|
accumulated other comprehensive income (loss)
|
ASA
|
administrative services agreements
|
BLM
|
U.S. Bureau of Land Management
|
CITC
|
convertible investment tax credit
|
COD
|
commercial operation date
|
CSCS agreement
|
cash sweep and credit support agreement
|
FIT
|
Feed-in-Tariff
|
GWh
|
gigawatt-hour(s)
|
IDR fee
|
certain payments from NEP OpCo to NEE Management as a component of the MSA which are based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders
|
IPP
|
independent power producer
|
management sub-contract
|
management services sub-contract between NEE Management and NEER
|
Management's Discussion
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
MSA
|
Amended and Restated Management Services Agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP
|
MW
|
megawatt(s)
|
NEE
|
NextEra Energy, Inc.
|
NEECH
|
NextEra Energy Capital Holdings, Inc.
|
NEE Equity
|
NextEra Energy Equity Partners, LP
|
NEE Management
|
NextEra Energy Management Partners, LP
|
NEER
|
NextEra Energy Resources, LLC
|
NEP
|
NextEra Energy Partners, LP
|
NEP GP
|
NextEra Energy Partners GP, Inc.
|
NEP OpCo
|
NextEra Energy Operating Partners, LP
|
NEP OpCo GP
|
NextEra Energy Operating Partners GP, LLC
|
NEP partnership agreement
|
agreement of limited partnership of NEP, to be amended and restated
|
NOLs
|
net operating losses
|
Note __
|
Note __ to condensed consolidated financial statements
|
O&M
|
operations and maintenance
|
Pemex
|
Petróleos Mexicanos
|
PPA
|
power purchase agreement, which could include contracts under a FIT or RESOP
|
RESOP
|
Renewable Energy Standard Offer Program
|
SEC
|
U.S. Securities and Exchange Commission
|
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
|
U.S.
|
United States of America
|
U.S. Project Entities
|
project entities located within the U.S.
|
VIE
|
variable interest entity
|
|
|
Page No.
|
|
|
|
|
|
|
|
PART I - FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
PART II - OTHER INFORMATION
|
|
|
|
|
|
|
|
|
•
|
NEP has a limited operating history and its projects include renewable energy projects that have a limited operating history. Such projects may not perform as expected.
|
•
|
NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects.
|
•
|
NEP's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.
|
•
|
NEP may fail to realize expected profitability or growth, and may incur unanticipated liabilities, as a result of the Texas pipelines acquisition.
|
•
|
NEP is pursuing the expansion of natural gas pipelines in its portfolio that will require up-front capital expenditures and expose NEP to project development risks.
|
•
|
NEP's ability to maximize the productivity of the Texas pipeline business and to complete potential pipeline expansion projects is dependent on the continued availability of natural gas production in the Texas pipelines’ areas of operation.
|
•
|
Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life.
|
•
|
Portions of NEP’s pipeline systems have been in service for several decades. There could be unknown events or conditions or increased maintenance or repair expenses and downtime associated with NEP's pipelines that could have a material adverse effect on NEP's business, financial condition, results of operations, liquidity and ability to make distributions.
|
•
|
Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect the Texas pipelines’ operations.
|
•
|
The wind turbines at some of NEP's projects and some of NEER's right of first offer projects are not generating the amount of energy estimated by their manufacturers' original power curves, and the manufacturers may not be able to restore energy capacity at the affected turbines.
|
•
|
NEP depends on the Texas pipelines and certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.
|
•
|
Terrorist or similar attacks could impact NEP's projects, pipelines or surrounding areas and adversely affect its business.
|
•
|
The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not insure against all potential risks and it may become subject to higher insurance premiums.
|
•
|
Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations, or by the terms of the warranty, so the warranties may be insufficient to compensate NEP for its losses.
|
•
|
Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.
|
•
|
NEP relies on interconnection and transmission facilities of third parties to deliver energy from its renewable energy projects and, if these facilities become unavailable, NEP's wind and solar projects may not be able to operate or deliver energy.
|
•
|
If third-party pipelines and other facilities interconnected to the Texas pipelines become partially or fully unavailable to transport natural gas, NEP's revenues and cash available for distribution to unitholders could be adversely affected.
|
•
|
NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations.
|
•
|
Natural gas operations are subject to numerous environmental laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans, or expose NEP to liabilities.
|
•
|
NEP's renewable energy projects may be adversely affected by legislative changes or a failure to comply with applicable energy regulations.
|
•
|
A change in the jurisdictional characterization of some of the Texas pipeline entities' assets, or a change in law or regulatory policy
,
could result in increased regulation of these assets, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.
|
•
|
NEP may incur significant costs and liabilities as a result of pipeline integrity management program testing and any necessary pipeline repair or preventative or remedial measures.
|
•
|
The Texas pipelines’ operations could incur significant costs if the Pipeline and Hazardous Materials Safety Administration or the Railroad Commission of Texas adopts more stringent regulations.
|
•
|
Pemex may claim certain immunities under the Foreign Sovereign Immunities Act and Mexican law
,
and the Texas pipeline entities' ability to sue or recover from Pemex for breach of contract may be limited and may be exacerbated if there is a deterioration in the economic relationship between the U.S. and Mexico.
|
•
|
NEP's partnership agreement restricts the voting rights of unitholders owning 20% or more of its common units, and under certain circumstances this could be reduced to 10%.
|
•
|
NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.
|
•
|
NEP is subject to risks associated with litigation or administrative proceedings that could materially impact its operations, including, but not limited to, proceedings related to projects it acquires in the future.
|
•
|
NEP's wind projects located in Canada are subject to Canadian domestic content requirements under their FIT contracts.
|
•
|
NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and non-U.S. jurisdictions.
|
•
|
NEP is subject to risks associated with its ownership or acquisition of projects or pipelines that remain under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.
|
•
|
NEP relies on a limited number of customers and is exposed to the risk that they are unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.
|
•
|
NEP may not be able to extend, renew or replace expiring or terminated PPAs at favorable rates or on a long-term basis.
|
•
|
NEP may be unable to secure renewals of long-term natural gas transportation agreements, which could expose its revenues to increased volatility.
|
•
|
If the energy production by or availability of NEP's U.S. renewable energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under the U.S. Project Entities’ PPAs.
|
•
|
NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.
|
•
|
NEP OpCo's partnership agreement requires that it distribute its available cash, which could limit its ability to grow and make acquisitions.
|
•
|
NEP's ability to consummate future acquisitions will depend on NEP's ability to finance those acquisitions.
|
•
|
Lower prices for other fuel sources may reduce the demand for wind and solar energy.
|
•
|
Reductions in demand for natural gas in the United States or Mexico and low market prices of natural gas could materially adversely affect the Texas pipelines’ operations and cash flows.
|
•
|
Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact NEP's growth strategy.
|
•
|
NEP's growth strategy depends on the acquisition of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.
|
•
|
Acquisitions of existing clean energy projects involve numerous risks.
|
•
|
Renewable energy procurement is subject to U.S. state and Canadian provincial regulations, with relatively irregular, infrequent and often competitive procurement windows.
|
•
|
NEP may continue to acquire other sources of clean energy, including, but not limited to, natural gas and nuclear projects, and may expand to include other types of assets including, but not limited to, transmission projects, and any further acquisition of non-renewable energy projects, including, but not limited to, transmission projects, may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors.
|
•
|
NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.
|
•
|
The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business.
|
•
|
NEP may not be able to access sources of capital on commercially reasonable terms, which would have a material adverse effect on its ability to consummate future acquisitions.
|
•
|
Restrictions in NEP OpCo's subsidiaries' revolving credit facility and term loan agreements could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.
|
•
|
NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness.
|
•
|
NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.
|
•
|
Currency exchange rate fluctuations may affect NEP's operations.
|
•
|
NEP is exposed to risks inherent in its use of interest rate swaps.
|
•
|
NEE exercises substantial influence over NEP and NEP is highly dependent on NEE and its affiliates.
|
•
|
NEP is highly dependent on credit support from NEE and its affiliates. NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.
|
•
|
NEER or one of its affiliates is permitted to borrow funds received by NEP's subsidiaries, including, but not limited to, NEP OpCo, as partial consideration for its obligation to provide credit support to NEP, and NEER will use these funds for its own account without paying additional consideration to NEP and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo.
|
•
|
NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.
|
•
|
NEP may not be able to consummate future acquisitions from NEER or from third parties.
|
•
|
NEP GP and its affiliates, including, but not limited to, NEE, have conflicts of interest with NEP and limited duties to NEP and its unitholders and they may favor their own interests to the detriment of NEP and holders of NEP common units.
|
•
|
Common units are subject to NEP GP's limited call right.
|
•
|
NEE and other affiliates of NEP GP are not restricted in their ability to compete with NEP.
|
•
|
NEP may be unable to terminate the MSA.
|
•
|
If NEE Management terminates the MSA, NEER terminates the management sub-contract or either of them defaults in the performance of its obligations thereunder, NEP may be unable to contract with a substitute service provider on similar terms, or at all.
|
•
|
NEP's arrangements with NEE limit NEE's liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.
|
•
|
The credit and business risk profiles of NEP GP and its owner, NEE, could adversely affect any NEP credit ratings and risk profile, which could increase NEP's borrowing costs or hinder NEP's ability to raise capital.
|
•
|
NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.
|
•
|
If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.
|
•
|
Holders of NEP's common units have limited voting rights and are not entitled to elect NEP's general partner or NEP GP's directors.
|
•
|
NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP GP that might otherwise constitute breaches of fiduciary duties.
|
•
|
NEP's partnership agreement replaces NEP GP's fiduciary duties to holders of its common units with contractual standards governing its duties.
|
•
|
Even if holders of NEP's common units are dissatisfied, they cannot remove NEP GP without NEE's consent.
|
•
|
NEE's interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.
|
•
|
The IDR fee may be assigned to a third party without unitholder consent.
|
•
|
NEP may issue additional units without unitholder approval, which would dilute unitholder interests.
|
•
|
Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions to or from NEP OpCo and from NEP to NEP's unitholders, and the amount and timing of such reimbursements and fees will be determined by NEP GP and there are no limits on the amount that NEP OpCo may be required to pay.
|
•
|
Discretion in establishing cash reserves by NEP OpCo GP may reduce the amount of cash distributions to unitholders.
|
•
|
While NEP's partnership agreement requires NEP to distribute its available cash, NEP's partnership agreement, including, but not limited to, provisions requiring NEP to make cash distributions, may be amended.
|
•
|
NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.
|
•
|
Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.
|
•
|
The price of NEP's common units may fluctuate significantly and unitholders could lose all or part of their investment and a market that will provide a unitholder with its desired liquidity may not develop.
|
•
|
The liability of holders of NEP's common units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.
|
•
|
Unitholders may have liability to repay distributions that were wrongfully distributed to them.
|
•
|
Except in limited circumstances, NEP GP has the power and authority to conduct NEP's business without unitholder approval.
|
•
|
Contracts between NEP, on the one hand, and NEP GP and its affiliates, on the other hand, will not be the result of arm's-length negotiations.
|
•
|
Unitholders have no right to enforce the obligations of NEP GP and its affiliates under agreements with NEP.
|
•
|
NEP GP decides whether to retain separate counsel, accountants or others to perform services for NEP.
|
•
|
The New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.
|
•
|
Issuance of the Series A convertible preferred units will dilute common unitholders’ ownership in NEP and may decrease the amount of cash available for distribution for each common unit
.
|
•
|
The Series A convertible preferred units will have rights, preferences and privileges that are not held by, and will be preferential to the rights of, holders of the common units.
|
•
|
NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.
|
•
|
NEP's ability to use NOLs to offset future income may be limited.
|
•
|
NEP will not have complete control over NEP's tax decisions.
|
•
|
A valuation allowance may be required for NEP's deferred tax assets.
|
•
|
Distributions to unitholders may be taxable as dividends.
|
•
|
Unitholders who are not resident in Canada may be subject to Canadian tax on gains from the sale of common units if NEP’s common units derive more than 50% of their value from Canadian real property at any time.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
(a)
|
|
2017
|
|
2016
(a)
|
||||||||
OPERATING REVENUES
|
|
|
|
|
|
|
|
||||||||
Renewable energy sales
|
$
|
159
|
|
|
$
|
144
|
|
|
$
|
292
|
|
|
$
|
273
|
|
Texas pipelines service revenues
|
45
|
|
|
44
|
|
|
94
|
|
|
92
|
|
||||
Total operating revenues
(b)
|
204
|
|
|
188
|
|
|
386
|
|
|
365
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
(c)
|
61
|
|
|
48
|
|
|
114
|
|
|
93
|
|
||||
Depreciation and amortization
|
50
|
|
|
53
|
|
|
99
|
|
|
107
|
|
||||
Taxes other than income taxes and other
|
5
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Total operating expenses
|
116
|
|
|
106
|
|
|
222
|
|
|
209
|
|
||||
OPERATING INCOME
|
88
|
|
|
82
|
|
|
164
|
|
|
156
|
|
||||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(61
|
)
|
|
(77
|
)
|
|
(104
|
)
|
|
(162
|
)
|
||||
Benefits associated with differential membership interests - net
|
22
|
|
|
17
|
|
|
45
|
|
|
31
|
|
||||
Equity in earnings of equity method investee
|
7
|
|
|
7
|
|
|
8
|
|
|
8
|
|
||||
Equity in earnings (losses) of non-economic ownership interests
|
4
|
|
|
(7
|
)
|
|
3
|
|
|
(19
|
)
|
||||
Other - net
|
(1
|
)
|
|
16
|
|
|
(2
|
)
|
|
13
|
|
||||
Total other income (deductions) - net
|
(29
|
)
|
|
(44
|
)
|
|
(50
|
)
|
|
(129
|
)
|
||||
INCOME BEFORE INCOME TAXES
|
59
|
|
|
38
|
|
|
114
|
|
|
27
|
|
||||
INCOME TAX EXPENSE (BENEFIT)
|
9
|
|
|
(3
|
)
|
|
19
|
|
|
(8
|
)
|
||||
NET INCOME
|
50
|
|
|
41
|
|
|
95
|
|
|
35
|
|
||||
Less net income attributable to noncontrolling interest
(d)
|
37
|
|
|
33
|
|
|
70
|
|
|
22
|
|
||||
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding - basic and assuming dilution
|
54.3
|
|
|
42.1
|
|
|
54.2
|
|
|
38.3
|
|
||||
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
$
|
0.46
|
|
|
$
|
0.33
|
|
Distributions per common unit
|
$
|
0.3650
|
|
|
$
|
0.3188
|
|
|
$
|
0.7175
|
|
|
$
|
0.6263
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
(b)
|
Includes related party revenues of approximately
$1 million
and
$3 million
for the
three months ended June 30, 2017
and
2016
, respectively, and
$6 million
and
$7 million
for the
six months ended June 30, 2017
and
2016
, respectively.
|
(c)
|
Includes O&M expenses related to renewable energy projects of
$32 million
and
$28 million
for the
three months ended June 30, 2017
and
2016
, respectively, and
$55 million
and
$52 million
for the
six months ended June 30, 2017
and
2016
, respectively. Includes O&M expenses related to the Texas pipelines of
$10 million
and
$9 million
for the
three months ended June 30, 2017
and
2016
, respectively, and
$22 million
and
$19 million
for the
six months ended June 30, 2017
and
2016
, respectively. Total O&M expenses presented include related party amounts of approximately
$21 million
and
$14 million
for the
three months ended June 30, 2017
and
2016
, respectively, and
$42 million
and
$26 million
for the
six months ended June 30, 2017
and
2016
, respectively.
|
(d)
|
Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 1.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
(a)
|
|
2017
|
|
2016
(a)
|
||||||||
NET INCOME
|
$
|
50
|
|
|
$
|
41
|
|
|
$
|
95
|
|
|
$
|
35
|
|
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
|
|
|
|
|
|
|
||||||||
Reclassification of unrealized losses on cash flow hedges from accumulated other comprehensive loss to net income (net of approximately $1, $1, $1 and $1 tax expense, respectively)
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Net unrealized gains on foreign currency translation (net of approximately $0, $0, $1, and $1 tax expense, respectively)
|
3
|
|
|
1
|
|
|
3
|
|
|
7
|
|
||||
Other comprehensive income (loss) related to equity method investee (net of approximately $0, $0, $0 and $1 tax benefit, respectively)
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
||||
Total other comprehensive income, net of tax
|
4
|
|
|
2
|
|
|
7
|
|
|
8
|
|
||||
COMPREHENSIVE INCOME
|
54
|
|
|
43
|
|
|
102
|
|
|
43
|
|
||||
Less comprehensive income attributable to noncontrolling interest
(b)
|
40
|
|
|
35
|
|
|
75
|
|
|
29
|
|
||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
27
|
|
|
$
|
14
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
(b)
|
Comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive income (loss) of the common control acquisitions. See Note 1.
|
|
June 30,
2017 |
|
December 31, 2016
(a)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
128
|
|
|
$
|
147
|
|
Accounts receivable
|
97
|
|
|
83
|
|
||
Due from related parties
|
75
|
|
|
67
|
|
||
Restricted cash
|
33
|
|
|
33
|
|
||
Other current assets
|
28
|
|
|
29
|
|
||
Total current assets
|
361
|
|
|
359
|
|
||
Non-current assets:
|
|
|
|
||||
Property, plant and equipment - net
|
5,393
|
|
|
5,424
|
|
||
Deferred income taxes
|
254
|
|
|
255
|
|
||
Intangible assets - customer relationships
|
670
|
|
|
678
|
|
||
Goodwill
|
628
|
|
|
628
|
|
||
Investment in equity method investee
|
92
|
|
|
93
|
|
||
Investments in non-economic ownership interests
|
12
|
|
|
12
|
|
||
Other non-current assets
|
69
|
|
|
83
|
|
||
Total non-current assets
|
7,118
|
|
|
7,173
|
|
||
TOTAL ASSETS
|
$
|
7,479
|
|
|
$
|
7,532
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
21
|
|
|
$
|
19
|
|
Due to related parties
|
14
|
|
|
20
|
|
||
Current maturities of long-term debt
|
89
|
|
|
78
|
|
||
Acquisition holdback
|
—
|
|
|
199
|
|
||
Accrued interest
|
26
|
|
|
25
|
|
||
Derivatives
|
16
|
|
|
18
|
|
||
Other current liabilities
|
37
|
|
|
39
|
|
||
Total current liabilities
|
203
|
|
|
398
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
3,926
|
|
|
3,508
|
|
||
Deferral related to differential membership interests
|
1,024
|
|
|
1,064
|
|
||
Deferred income taxes
|
56
|
|
|
47
|
|
||
Asset retirement obligation
|
71
|
|
|
69
|
|
||
Non-current due to related party
|
22
|
|
|
22
|
|
||
Other non-current liabilities
|
72
|
|
|
67
|
|
||
Total non-current liabilities
|
5,171
|
|
|
4,777
|
|
||
TOTAL LIABILITIES
|
5,374
|
|
|
5,175
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Limited partners (common units issued and outstanding - 54.3 and 54.2, respectively)
|
1,739
|
|
|
1,746
|
|
||
Accumulated other comprehensive loss
|
(1
|
)
|
|
(3
|
)
|
||
Noncontrolling interest
|
367
|
|
|
614
|
|
||
TOTAL EQUITY
|
2,105
|
|
|
2,357
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,479
|
|
|
$
|
7,532
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
(a)
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
95
|
|
|
$
|
35
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
99
|
|
|
107
|
|
||
Change in value of derivative contracts
|
21
|
|
|
77
|
|
||
Deferred income taxes
|
18
|
|
|
(9
|
)
|
||
Benefits associated with differential membership interests - net
|
(45
|
)
|
|
(31
|
)
|
||
Equity in earnings of equity method investee, net of distributions received
|
1
|
|
|
(8
|
)
|
||
Equity in losses (earnings) of non-economic ownership interests
|
(3
|
)
|
|
19
|
|
||
Change in fair value of contingent consideration for pipeline acquisition
|
—
|
|
|
(17
|
)
|
||
Other - net
|
6
|
|
|
10
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(15
|
)
|
|
(16
|
)
|
||
Other current assets
|
(3
|
)
|
|
1
|
|
||
Other non-current assets
|
(7
|
)
|
|
(5
|
)
|
||
Accounts payable and accrued expenses
|
(3
|
)
|
|
(5
|
)
|
||
Due to related parties
|
(2
|
)
|
|
2
|
|
||
Other current liabilities
|
(3
|
)
|
|
(3
|
)
|
||
Payment of acquisition holdback
|
(14
|
)
|
|
—
|
|
||
Other non-current liabilities
|
9
|
|
|
5
|
|
||
Net cash provided by operating activities
|
154
|
|
|
162
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Acquisition of membership interests in subsidiaries
|
(242
|
)
|
|
(324
|
)
|
||
Capital expenditures
|
(20
|
)
|
|
(526
|
)
|
||
Changes in restricted cash
|
3
|
|
|
(25
|
)
|
||
Payments to related parties under CSCS agreement - net
|
(9
|
)
|
|
(5
|
)
|
||
Net cash used in investing activities
|
(268
|
)
|
|
(880
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of common units - net
|
—
|
|
|
303
|
|
||
Issuances of long-term debt
|
460
|
|
|
471
|
|
||
Retirements of long-term debt
|
(60
|
)
|
|
(370
|
)
|
||
Deferred financing costs
|
(2
|
)
|
|
(9
|
)
|
||
Partners/Members' contributions
|
1
|
|
|
510
|
|
||
Partners/Members' distributions
|
(124
|
)
|
|
(114
|
)
|
||
Proceeds from differential membership investors
|
15
|
|
|
10
|
|
||
Payments to differential membership investors
|
(10
|
)
|
|
(8
|
)
|
||
Repayments of short-term debt
|
—
|
|
|
(12
|
)
|
||
Change in amounts due to related parties
|
(1
|
)
|
|
15
|
|
||
Payment of acquisition holdback
|
(186
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
93
|
|
|
796
|
|
||
Effect of exchange rate changes on cash
|
2
|
|
|
3
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(19
|
)
|
|
81
|
|
||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
147
|
|
|
165
|
|
||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
128
|
|
|
$
|
246
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Partners/Members' noncash distributions
|
$
|
—
|
|
|
$
|
29
|
|
Members’ noncash contributions for construction costs and other
|
$
|
3
|
|
|
$
|
89
|
|
Change in noncash investments in equity method investees - net
|
$
|
3
|
|
|
$
|
7
|
|
Accrued but not paid for capital and other expenditures
|
$
|
5
|
|
|
$
|
4
|
|
Noncash member contribution upon transition from predecessor method
|
$
|
5
|
|
|
$
|
3
|
|
Change in goodwill related to change in purchase accounting valuation
|
$
|
—
|
|
|
$
|
6
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
|
Units
|
|
Limited
Partners |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interest (a) |
|
Total
Equity (a) |
|||||||||
Balances, December 31, 2016
|
54.2
|
|
|
$
|
1,746
|
|
|
$
|
(3
|
)
|
|
$
|
614
|
|
|
$
|
2,357
|
|
Acquisition of membership interests in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
(242
|
)
|
||||
Limited partners/related party contribution and transition
|
—
|
|
|
6
|
|
(b)
|
—
|
|
|
5
|
|
(c)
|
11
|
|
||||
Issuance of common units
|
0.1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net income
|
—
|
|
|
25
|
|
|
—
|
|
|
70
|
|
(d)
|
95
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
||||
Changes in non-economic ownership interests and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Distributions to unitholders
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||
Balances, June 30, 2017
|
54.3
|
|
|
$
|
1,739
|
|
|
$
|
(1
|
)
|
|
$
|
367
|
|
|
$
|
2,105
|
|
|
Units
|
|
Limited
Partners |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interest (a) |
|
Total
Equity (a) |
|||||||||
Balances, December 31, 2015
|
30.6
|
|
|
$
|
935
|
|
|
$
|
(6
|
)
|
|
$
|
897
|
|
|
$
|
1,826
|
|
Acquisition of membership interests in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
(324
|
)
|
||||
Limited partners/related party contribution and transition
|
—
|
|
|
60
|
|
(b)
|
—
|
|
|
(3
|
)
|
(c)
|
57
|
|
||||
Issuance of common units
|
11.7
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||
Related party note receivable
|
—
|
|
|
—
|
|
|
|
|
(24
|
)
|
|
(24
|
)
|
|||||
Net income
|
—
|
|
|
13
|
|
|
—
|
|
|
22
|
|
(d)
|
35
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
8
|
|
||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
601
|
|
|
601
|
|
||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
||||
Changes in non-economic ownership interests and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Distributions to unitholders
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
Balances, June 30, 2016
|
42.3
|
|
|
$
|
1,288
|
|
|
$
|
(5
|
)
|
|
$
|
1,078
|
|
|
$
|
2,361
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
(b)
|
Deferred tax asset recognized by NEP related to NEP equity issuances and acquisition of subsidiary membership interests.
|
(c)
|
Related party noncash contribution (distribution), net, upon transition from predecessor accounting method.
|
(d)
|
Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 1.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
66
|
|
Restricted cash equivalents
|
31
|
|
|
—
|
|
|
31
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Interest rate contracts
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||
Foreign currency contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Total assets
|
$
|
82
|
|
|
$
|
3
|
|
|
$
|
85
|
|
|
$
|
95
|
|
|
$
|
16
|
|
|
$
|
111
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
44
|
|
Foreign currency contracts
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
44
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(millions)
|
||||||||||||||
Long-term debt, including current maturities
(a)
|
$
|
4,015
|
|
|
$
|
4,149
|
|
|
$
|
3,586
|
|
|
$
|
3,680
|
|
(a)
|
As of
June 30, 2017
and December 31, 2016, approximately
$3,249 million
and
$2,808 million
, respectively, 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).
|
|
June 30, 2017
|
||||||||||||||
|
Gross Basis
|
|
Net Basis
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(millions)
|
||||||||||||||
Interest rate contracts
|
$
|
3
|
|
|
$
|
43
|
|
|
$
|
5
|
|
|
$
|
45
|
|
Foreign currency contracts
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total fair values
|
$
|
3
|
|
|
$
|
44
|
|
|
$
|
5
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
$
|
2
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
3
|
|
|
|
|||||||
Current derivative liabilities
|
|
|
|
|
|
|
$
|
16
|
|
||||||
Other non-current liabilities
|
|
|
|
|
|
|
30
|
|
|||||||
Total derivatives
|
|
|
|
|
$
|
5
|
|
|
$
|
46
|
|
|
December 31, 2016
|
||||||||||||||
|
Gross Basis
|
|
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
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(millions)
|
||||||||||||||
Interest rate contracts:
|
|
||||||||||||||
Losses reclassified from AOCI to interest expense
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Losses recognized in interest expense
|
$
|
(17
|
)
|
|
$
|
(41
|
)
|
|
$
|
(19
|
)
|
|
$
|
(85
|
)
|
Date Issued
|
|
Debt Issuances/Borrowings
|
|
Interest
Rate
|
|
Principal
Amount
|
|
Maturity
Date
|
||
|
|
|
|
|
|
(millions)
|
|
|
||
February 2017 - April 2017
|
|
Senior secured revolving credit facility
|
|
Variable
(a)
|
|
$
|
110
|
|
|
2019
|
March 2017
|
|
Senior secured term loans
|
|
Variable
(a)
|
|
$
|
200
|
|
|
2018 - 2019
|
April 2017
|
|
Senior secured term loans
|
|
Variable
(a)
|
|
$
|
150
|
|
|
2019
|
(a)
|
Variable rate is based on an underlying index plus a margin.
|
|
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)
|
||||||||||||||
Three months ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Balances, March 31, 2017
|
$
|
(2
|
)
|
|
$
|
(105
|
)
|
|
$
|
(15
|
)
|
|
$
|
(122
|
)
|
Amounts reclassified from AOCI to interest expense
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net unrealized gains on foreign currency translation
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Net other comprehensive income
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||
Balances, June 30, 2017
|
$
|
(1
|
)
|
|
$
|
(102
|
)
|
|
$
|
(15
|
)
|
|
$
|
(118
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
(2
|
)
|
|
$
|
(99
|
)
|
|
$
|
(16
|
)
|
|
$
|
(117
|
)
|
AOCI attributable to NEP
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
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)
|
||||||||||||||
Six months ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2016
|
$
|
(4
|
)
|
|
$
|
(105
|
)
|
|
$
|
(16
|
)
|
|
$
|
(125
|
)
|
Amounts reclassified from AOCI to interest expense
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net unrealized gains on foreign currency translation
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net other comprehensive income
|
3
|
|
|
3
|
|
|
1
|
|
|
7
|
|
||||
Balances, June 30, 2017
|
$
|
(1
|
)
|
|
$
|
(102
|
)
|
|
$
|
(15
|
)
|
|
$
|
(118
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
(2
|
)
|
|
$
|
(99
|
)
|
|
$
|
(16
|
)
|
|
$
|
(117
|
)
|
AOCI attributable to NEP
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||||
|
Net Unrealized
Gains (Losses) on Cash Flow Hedges |
|
Net Unrealized
Gains (Losses) on Foreign Currency Translation |
|
Other Comprehensive
Loss Related to
Equity Method Investee
|
|
Total
|
||||||||
|
(millions)
|
||||||||||||||
Three months ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Balances, March 31, 2016
|
$
|
(10
|
)
|
|
$
|
(102
|
)
|
|
$
|
(19
|
)
|
|
$
|
(131
|
)
|
Amounts reclassified from AOCI to interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net unrealized gains on foreign currency translation
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Other comprehensive loss related to equity method investee
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net other comprehensive income (loss)
|
2
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
||||
Balances, June 30, 2016
|
$
|
(8
|
)
|
|
$
|
(101
|
)
|
|
$
|
(20
|
)
|
|
$
|
(129
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
(8
|
)
|
|
$
|
(96
|
)
|
|
$
|
(20
|
)
|
|
$
|
(124
|
)
|
AOCI attributable to NEP
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||||
|
Net Unrealized
Gains (Losses) on Cash Flow Hedges |
|
Net Unrealized
Gains (Losses) on Foreign Currency Translation |
|
Other Comprehensive
Loss Related to
Equity Method Investee
|
|
Total
|
||||||||
|
(millions)
|
||||||||||||||
Six months ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2015
|
$
|
(11
|
)
|
|
$
|
(108
|
)
|
|
$
|
(18
|
)
|
|
$
|
(137
|
)
|
Amounts reclassified from AOCI to interest expense
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net unrealized gains on foreign currency translation
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Other comprehensive loss related to equity method investee
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net other comprehensive income (loss)
|
3
|
|
|
7
|
|
|
(2
|
)
|
|
8
|
|
||||
Balances, June 30, 2016
|
$
|
(8
|
)
|
|
$
|
(101
|
)
|
|
$
|
(20
|
)
|
|
$
|
(129
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
(8
|
)
|
|
$
|
(96
|
)
|
|
$
|
(20
|
)
|
|
$
|
(124
|
)
|
AOCI attributable to NEP
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
|
Land Use
Commitments |
||
|
|
(millions)
|
||
Remainder of 2017
|
|
$
|
4
|
|
2018
|
|
10
|
|
|
2019
|
|
11
|
|
|
2020
|
|
11
|
|
|
2021
|
|
11
|
|
|
Thereafter
|
|
358
|
|
|
Total minimum land use payments
|
|
$
|
405
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
(a)
|
|
2017
|
|
2016
(a)
|
||||||||
|
(millions)
|
||||||||||||||
Statement of Income Data:
|
|
|
|
||||||||||||
OPERATING REVENUES
|
|
|
|
|
|
|
|
||||||||
Renewable energy sales
|
$
|
159
|
|
|
$
|
144
|
|
|
$
|
292
|
|
|
$
|
273
|
|
Texas pipelines service revenues
|
45
|
|
|
44
|
|
|
94
|
|
|
92
|
|
||||
Total operating revenues
|
204
|
|
|
188
|
|
|
386
|
|
|
365
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
|
61
|
|
|
48
|
|
|
114
|
|
|
93
|
|
||||
Depreciation and amortization
|
50
|
|
|
53
|
|
|
99
|
|
|
107
|
|
||||
Taxes other than income taxes and other
|
5
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Total operating expenses
|
116
|
|
|
106
|
|
|
222
|
|
|
209
|
|
||||
OPERATING INCOME
|
88
|
|
|
82
|
|
|
164
|
|
|
156
|
|
||||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(61
|
)
|
|
(77
|
)
|
|
(104
|
)
|
|
(162
|
)
|
||||
Benefits associated with differential membership interests - net
|
22
|
|
|
17
|
|
|
45
|
|
|
31
|
|
||||
Equity in earnings of equity method investee
|
7
|
|
|
7
|
|
|
8
|
|
|
8
|
|
||||
Equity in earnings (losses) of non-economic ownership interests
|
4
|
|
|
(7
|
)
|
|
3
|
|
|
(19
|
)
|
||||
Other - net
|
(1
|
)
|
|
16
|
|
|
(2
|
)
|
|
13
|
|
||||
Total other income (deductions) - net
|
(29
|
)
|
|
(44
|
)
|
|
(50
|
)
|
|
(129
|
)
|
||||
INCOME BEFORE INCOME TAXES
|
59
|
|
|
38
|
|
|
114
|
|
|
27
|
|
||||
INCOME TAX EXPENSE (BENEFIT)
|
9
|
|
|
(3
|
)
|
|
19
|
|
|
(8
|
)
|
||||
NET INCOME
|
$
|
50
|
|
|
$
|
41
|
|
|
$
|
95
|
|
|
$
|
35
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 1.
|
•
|
when required by its or 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.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
128
|
|
|
$
|
147
|
|
Amounts due under the CSCS agreement
|
74
|
|
|
65
|
|
||
Revolving credit facilities
|
400
|
|
|
400
|
|
||
Less borrowings
|
(260
|
)
|
|
(150
|
)
|
||
Letter of credit facilities
|
119
|
|
|
119
|
|
||
Less letters of credit
|
(93
|
)
|
|
(97
|
)
|
||
Total
(a)
|
$
|
368
|
|
|
$
|
484
|
|
(a)
|
Excludes current restricted cash of approximately
$33 million
at both
June 30, 2017
and
December 31, 2016
.
|
|
Remainder of 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||
Debt, including interest
(a)
|
$
|
113
|
|
|
$
|
861
|
|
|
$
|
698
|
|
|
$
|
574
|
|
|
$
|
249
|
|
|
$
|
2,708
|
|
|
$
|
5,203
|
|
Contractual obligations
(b)
|
20
|
|
|
18
|
|
|
18
|
|
|
16
|
|
|
16
|
|
|
57
|
|
|
145
|
|
|||||||
Revolving credit facilities fees
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Asset retirement activities
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
341
|
|
|||||||
MSA and credit support
(d)
|
4
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
98
|
|
|
134
|
|
|||||||
Land lease payments
(e)
|
4
|
|
|
10
|
|
|
11
|
|
|
11
|
|
|
11
|
|
|
358
|
|
|
405
|
|
|||||||
Total
|
$
|
141
|
|
|
$
|
898
|
|
|
$
|
736
|
|
|
$
|
609
|
|
|
$
|
284
|
|
|
$
|
3,562
|
|
|
$
|
6,230
|
|
(a)
|
Includes principal, interest and interest rate contracts. Variable rate interest was computed using
June 30, 2017
rates.
|
(b)
|
Represents estimated cash payments related to the acquisition of certain development rights and differential membership interests, as well as obligations for certain procurement contracts.
|
(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 8.
|
(e)
|
Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.
|
|
Moody's
(a)
|
|
S&P
(a)
|
|
Fitch
(a)
|
NEP corporate credit rating
(b)
|
Ba1
|
|
BB
|
|
BB+
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
(millions)
|
||||||||||
Six Months Ended June 30,
|
|
||||||||||
Net cash provided by operating activities
|
$
|
154
|
|
|
$
|
162
|
|
|
$
|
(8
|
)
|
Net cash used in investing activities
|
$
|
(268
|
)
|
|
$
|
(880
|
)
|
|
$
|
612
|
|
Net cash provided by financing activities
|
$
|
93
|
|
|
$
|
796
|
|
|
$
|
(703
|
)
|
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Six Months Ended June 30,
|
|
||||||
Acquisition of membership interests in subsidiaries
|
$
|
(242
|
)
|
|
$
|
(324
|
)
|
Capital expenditures
|
(20
|
)
|
|
(526
|
)
|
||
Changes in restricted cash
|
3
|
|
|
(25
|
)
|
||
Payments to related parties under CSCS agreement - net
|
(9
|
)
|
|
(5
|
)
|
||
Net cash used in investing activities
|
$
|
(268
|
)
|
|
$
|
(880
|
)
|
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Six Months Ended June 30,
|
|
||||||
Proceeds from issuance of common units - net
|
$
|
—
|
|
|
$
|
303
|
|
Issuances of long-term debt - net
|
400
|
|
|
101
|
|
||
Partners/Members' contributions
|
1
|
|
|
510
|
|
||
Partners/Members' distributions
|
(124
|
)
|
|
(114
|
)
|
||
Proceeds from (repayments of) short-term debt - net
|
—
|
|
|
(12
|
)
|
||
Payment of acquisition holdback
|
(186
|
)
|
|
—
|
|
||
Other
|
2
|
|
|
8
|
|
||
Net cash provided by financing activities
|
$
|
93
|
|
|
$
|
796
|
|
•
|
an existing unitholder’s proportionate ownership interest in NEP will decrease;
|
•
|
the amount of cash available for distribution on each common unit may decrease;
|
•
|
the relative voting strength of each previously outstanding common unit will be diminished; and
|
•
|
the market price of our common units may decline.
|
Exhibit
Number
|
|
Description
|
10.1*
|
|
Series A Preferred Unit Purchase Agreement, dated June 20, 2017, among NextEra Energy Partners, LP and the purchasers (filed as Exhibit 10 to Form 8-K dated June 20, 2017)
|
10.2
|
|
Amendment No. 1 to Series A Preferred Unit Purchase Agreement, dated as of June 28, 2017, among NextEra Energy Partners, LP and the purchasers
|
12
|
|
Computation of Ratios
|
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
|
|
|
|
|
TERRELL KIRK CREWS, II
|
|
Terrell Kirk Crews, II
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
1.
|
Conditions Precedent
. Section 2.4 of the Agreement is hereby amended and restated in its entirety to provide as follows:
|
NEXTERA ENERGY PARTNERS, LP
|
|
By:
|
NextEra Energy Partners GP, Inc.,
|
Its
|
General Partner
|
|
|
|
|
By:
|
PAUL CUTLER
|
Name:
|
Paul I. Cutler
|
Title:
|
Treasurer
|
NASA A HOLDINGS LP
|
|
By:
|
Nasa A Holdings GP, LLC, its General Partner
|
|
|
By:
|
RYAN SHOCKLEY
|
Name:
|
Ryan Shockley
|
Title:
|
President
|
|
|
NASA A HOLDINGS LP
|
|
By:
|
Nasa A Holdings GP, LLC, its General Partner
|
|
|
By:
|
RYAN SHOCKLEY
|
Name:
|
Ryan Shockley
|
Title:
|
President
|
|
|
NASA CO-INVEST HOLDINGS L.P.
|
|
By:
|
First Reserve Energy Infrastructure GP II
Limited, its General Partner
|
|
|
By:
|
RYAN SHOCKLEY
|
Name:
|
Ryan Shockley
|
Title:
|
Managing Director
|
KKR FLATIRONS AGGREGATOR L.P.
|
|
|
|
By:
|
KKR Flatirons Aggregator GP LLC, its General Partner
|
|
|
By:
|
BRANDON FREIMAN
|
Name:
|
Brandon Freiman
|
Title:
|
President
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2017 |
||
|
(millions of dollars)
|
||
Earnings, as defined:
|
|
||
Net income
|
$
|
95
|
|
Income tax expense
|
19
|
|
|
Fixed charges included in the determination of net income, as below
|
107
|
|
|
Amortization of capitalized interest
|
3
|
|
|
Distributed income of equity method investee
|
9
|
|
|
Less: Equity in earnings of equity method investee and non-economic ownership interests
|
11
|
|
|
Total earnings, as defined
|
$
|
222
|
|
|
|
||
Fixed charges, as defined:
|
|
||
Interest expense
|
$
|
104
|
|
Rental interest factor
|
3
|
|
|
Fixed charges included in the determination of net income
|
107
|
|
|
Capitalized interest
|
—
|
|
|
Total fixed charges, as defined
|
$
|
107
|
|
|
|
||
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit distributions
(a)
|
2.07
|
|
(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.
|
1.
|
I have reviewed this Form 10-Q for the quarterly period ended
June 30, 2017
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:
|
July 26, 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-Q for the quarterly period ended
June 30, 2017
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:
|
July 26, 2017
|
JOHN W. KETCHUM
|
John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners GP, Inc.
|
(1)
|
The Quarterly Report on Form 10-Q of NextEra Energy Partners, LP (the registrant) for the quarterly period ended
June 30, 2017
(Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
Dated:
|
July 26, 2017
|
|
JAMES L. ROBO
|
|
|
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners GP, Inc.
|
|
|
JOHN W. KETCHUM
|
|
|
John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners GP, Inc.
|
|