|
|
|
Commission
File
Number
|
|
Exact name of registrant as specified in its
charter, address of principal executive offices 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
|
|
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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
|
Emerging Growth Company
o
|
|
|
Page No.
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||
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|
|
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(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
- Differential Membership Interests and Note
10
.
|
(c)
|
NEP owns an indirect approximately 50% 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)
|
A third party investor owns 100% of the noncontrolling Class B interest in the NEP subsidiary that owns these projects. See Note
2
- Noncontrolling Interests and Note
11
- Equity.
|
(e)
|
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 interests. See Note
2
- Investments in Unconsolidated Entities.
|
(f)
|
In June 2018, a subsidiary of NEP completed the sale of Canadian Holdings, which owned four wind generation facilities and two solar generation facilities located in Ontario, Canada with a generating capacity totaling approximately 396 MW. See Note
2
- Disposal of Canadian Holdings.
|
Pipeline
(a)
|
|
Miles of
Pipeline
|
|
Diameter (inches)
|
|
Capacity per day
|
|
Contracted
Capacity per day
|
|
Contract
Expiration
|
|
In Service Date
|
|
NEP Acquisition Date
|
NET Mexico
(b)
|
|
120
|
|
42" / 48"
|
|
2.30 Bcf
|
|
2.15 Bcf
|
|
2034 - 2035
|
|
December 2014
|
|
October 2015
|
Eagle Ford
|
|
158
|
|
16" / 24" - 30"
|
|
1.10 Bcf
|
|
0.65 Bcf
|
|
2020 - 2027
|
|
September 2011 / June 2013
|
|
October 2015
|
Monument
|
|
156
|
|
16"
|
|
0.25 Bcf
|
|
0.12 Bcf
|
|
2019 - 2030
|
|
Built in the 1950s - 2000s
|
|
October 2015
|
Other
|
|
108
|
|
8" - 16"
|
|
0.40 Bcf
|
|
0.28 Bcf
|
|
2029 - 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)
|
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
(b)
|
30
|
%
|
|
30
|
%
|
|
24
|
%
|
|
18
|
%
|
|
12
|
%
|
|
-
|
|
|
-
|
|
|
-
|
|
Solar ITC
(c)
|
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)
|
Percentage of eligible project costs that can be claimed as ITC by wind projects that begin construction during the applicable year.
|
(c)
|
Percentage of eligible project costs that can be claimed as ITC by solar projects that begin construction during the applicable year. ITC is limited to 10% for solar 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 North America.
NEP intends to focus its investments in North America, where it believes industry trends present significant opportunities to acquire contracted clean energy projects in diverse regions and favorable locations. By focusing on North America, 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, the sale of differential membership interests and equity interests in certain subsidiaries, preferred units, convertible senior unsecured notes and senior unsecured notes, as well as revolving credit facilities and term loans. NEP believes its cash flow profile, its credit rating, 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 common unitholders over the long term.
|
•
|
Take advantage of NEER’s operational excellence to maintain the value of the projects in its portfolio.
At the direction of the board, 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 intends to grow primarily through the acquisition of projects that have similar characteristics to the renewable energy projects and pipelines 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 enable it to increase cash distributions to its common 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.
|
•
|
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 Materials 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;
|
•
|
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;
|
•
|
air emissions, water quality, releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater;
|
•
|
federal, state 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, among other things, a system emergency, transmission failure or curtailment, adverse weather conditions or labor disputes.
|
•
|
Since Pemex, an autonomous state entity controlled by the government of Mexico, makes payments with respect to natural gas transportation agreements, NEP is subject to the risk that Pemex 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.
|
•
|
Certain of NEP’s customers, including PG&E, have been impacted by wildfires in California and could be subject to significant liability in excess of their insurance coverage which could be expected to have a significant impact on their financial condition.
|
•
|
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 services 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 PPA 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 amount of commercial natural gas supply available to the Texas pipelines' systems and changing natural gas supply flow patterns in North America;
|
•
|
the satisfactory performance of NEP's obligations under such PPAs and natural gas transportation agreements;
|
•
|
the regulatory environment applicable to NEP's 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 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 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;
|
•
|
NEP's failure to successfully complete construction of and finance projects, to the extent that it decides to acquire projects that are not yet operational or to otherwise pursue construction 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 or challenges;
|
•
|
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 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 and its 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.
|
•
|
So long as the officers of NEP are officers of NEE or its affiliates, they will also devote significant time to the business of NEE or its affiliates and will be compensated by NEE or its affiliates.
|
•
|
The board 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 and the directors and officers of NEP with contractual standards governing their duties and limits NEP GP’s and such directors’ and officers' 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, the board has the power and authority to conduct NEP's business without the approval of NEP GP or NEP's unitholders.
|
•
|
Actions taken by the board may affect the amount of cash available to pay distributions to NEP's unitholders.
|
•
|
NEP GP has limited liability regarding NEP's contractual and other obligations.
|
•
|
The board controls the exercise of the rights of NEP against NEE and its affiliates, and the enforcement of the obligations that NEE and its affiliates owe to NEP, including, but not limited to, NEP's rights against and obligations to NEER under the ROFO agreement and its other agreements with NEER.
|
•
|
NEP may choose not to retain counsel, independent accountants or other advisors separate from those retained by NEP GP or NEE 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;
|
•
|
upon the happening of certain events relating to the bankruptcy or insolvency of NEP or certain of its affiliates; or
|
•
|
NEE Management intentionally or willfully takes any action that materially conflicts with or directly contravenes any resolution or other determination of the board relating to certain significant activities of NEP, such action has caused, or would reasonably be expected to cause, material harm to NEP and its subsidiaries, and such action continues unremedied for a period of 90 days after written notice thereof is given to NEE Management.
|
•
|
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 subsidiaries' 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.
|
•
|
appointment of three directors of NEP;
|
•
|
how to exercise voting rights with respect to the units NEP GP or its affiliates own in NEP OpCo and NEP;
|
•
|
whether to exchange NEP OpCo common units owned by NEE Equity for NEP common units or, with the approval of the conflicts committee, to have NEP OpCo redeem NEP OpCo common units owned by NEE Equity for cash; and
|
•
|
whether to consent to, among other things, NEP’s participation in certain activities or lines of business, the sale of all or substantially all of the assets of NEP, any merger, consolidation or conversion of NEP, dissolution of NEP, or an amendment to NEP OpCo’s partnership agreement.
|
•
|
whenever NEP GP or the board, or any director or any committee of the board (including, but not limited to, the conflicts committee), makes a determination or takes, or declines to take, any other action in its respective capacity, they are required to act in good faith;
|
•
|
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 and the officers and directors of NEP 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 such persons 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 and its affiliates and NEP’s directors will not be in breach of their obligations under NEP’s 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 the board, although the board 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 if the conflict involves NEP GP or any of its affiliates;
|
•
|
determined by the board 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 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.
|
•
|
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 if total available cash increases 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 or other securities;
|
•
|
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 but had not complied with that particular state ’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.
|
•
|
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 NEP's common units may decline.
|
|
|
Total Quarterly Distribution
per NEP OpCo Common Unit Target Amount
|
|
Marginal Percentage Interest in Adjusted Available Cash
|
||
|
|
|
NEP OpCo Common Unitholders
|
|
NEE Management
|
|
Minimum Quarterly Distribution
|
|
$0.1875
|
|
100%
|
|
—%
|
First Target Quarterly Distribution
|
|
Above $0.1875 up to $0.215625
|
|
100%
|
|
—%
|
Second Target Quarterly Distribution
|
|
Above $0.215625 up to $0.234375
|
|
85%
|
|
15%
|
Third Target Quarterly Distribution
|
|
Above $0.234375 up to $0.281250
|
|
75%
|
|
25%
|
Thereafter
|
|
Above $0.281250
|
|
50%
|
|
50%
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
|
2015
|
|
2014
|
||||||||||
SELECTED DATA OF NEP (millions, except per unit and GWh amounts):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
771
|
|
|
$
|
807
|
|
|
$
|
772
|
|
|
$
|
501
|
|
|
$
|
359
|
|
Net income
(b)
|
$
|
267
|
|
|
$
|
114
|
|
|
$
|
383
|
|
|
$
|
107
|
|
|
$
|
141
|
|
Net income (loss) attributable to NEP
(b)
|
$
|
167
|
|
|
$
|
(64
|
)
|
|
$
|
83
|
|
|
$
|
10
|
|
|
$
|
3
|
|
Earnings (loss) per common unit attributable to NEP - basic
(b)
|
$
|
3.05
|
|
|
$
|
(1.18
|
)
|
|
$
|
1.90
|
|
|
$
|
0.46
|
|
|
$
|
0.16
|
|
Earnings (loss) per common unit attributable to NEP - assuming dilution
(b)
|
$
|
2.91
|
|
|
$
|
(1.18
|
)
|
|
$
|
1.90
|
|
|
$
|
0.46
|
|
|
$
|
0.16
|
|
Distributions paid per common unit
|
$
|
1.7125
|
|
|
$
|
1.4900
|
|
|
$
|
1.2975
|
|
|
$
|
0.9050
|
|
|
$
|
0.1875
|
|
Total assets
|
$
|
9,405
|
|
|
$
|
8,425
|
|
|
$
|
8,691
|
|
|
$
|
8,237
|
|
|
$
|
5,260
|
|
Long-term debt, excluding current maturities
|
$
|
2,728
|
|
|
$
|
4,218
|
|
|
$
|
3,508
|
|
|
$
|
3,334
|
|
|
$
|
1,807
|
|
GWh generated
|
11,471
|
|
|
11,117
|
|
|
10,215
|
|
|
7,373
|
|
|
4,249
|
|
(a)
|
Amounts for 2017 and 2016 have been retrospectively adjusted as discussed in Note 14.
|
(b)
|
The year ended December 31, 2018 reflects a gain of approximately $153 million (see Note
2
- Disposal of Canadian Holdings). The year ended December 31, 2017 reflects an income tax charge of approximately $100 million, all of which was attributable to NEP, related to tax reform (see Note
5
). The year ended December 31, 2016 reflects a favorable fair value adjustment of approximately $189 million (see Note
6
- Contingent Consideration).
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
|
(millions)
|
||||||||||
STATEMENT OF INCOME DATA:
|
|
|
|
||||||||
OPERATING REVENUES
|
|
|
|
|
|
||||||
Renewable energy sales
|
$
|
551
|
|
|
$
|
613
|
|
|
$
|
583
|
|
Texas pipelines service revenue
|
220
|
|
|
194
|
|
|
189
|
|
|||
Total operating revenues
|
771
|
|
|
807
|
|
|
772
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Operations and maintenance
|
257
|
|
|
248
|
|
|
215
|
|
|||
Depreciation and amortization
|
203
|
|
|
226
|
|
|
235
|
|
|||
Taxes other than income taxes and other
|
21
|
|
|
21
|
|
|
20
|
|
|||
Loss (gain) on disposal of Canadian Holdings
|
(153
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
328
|
|
|
495
|
|
|
470
|
|
|||
OPERATING INCOME
|
443
|
|
|
312
|
|
|
302
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
||||||
Interest expense
|
(248
|
)
|
|
(199
|
)
|
|
(152
|
)
|
|||
Benefits associated with differential membership interests - net
|
—
|
|
|
119
|
|
|
67
|
|
|||
Equity in earnings of equity method investee
|
41
|
|
|
40
|
|
|
40
|
|
|||
Equity in earnings (losses) of non-economic ownership interests
|
15
|
|
|
11
|
|
|
(4
|
)
|
|||
Revaluation of contingent consideration
|
—
|
|
|
—
|
|
|
189
|
|
|||
Other - net
|
22
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total other income (deductions) - net
|
(170
|
)
|
|
(31
|
)
|
|
138
|
|
|||
INCOME BEFORE INCOME TAXES
|
273
|
|
|
281
|
|
|
440
|
|
|||
INCOME TAXES
|
6
|
|
|
167
|
|
|
57
|
|
|||
NET INCOME
|
267
|
|
|
114
|
|
|
383
|
|
|||
Net income attributable to preferred distributions
|
(25
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
|
(75
|
)
|
|
(175
|
)
|
|
(300
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
167
|
|
|
$
|
(64
|
)
|
|
$
|
83
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
•
|
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,
|
||||||
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
147
|
|
|
$
|
154
|
|
Amounts due under the CSCS agreement
|
66
|
|
|
87
|
|
||
Revolving credit facilities
|
900
|
|
|
900
|
|
||
Less borrowings
|
—
|
|
|
(150
|
)
|
||
Letter of credit facilities
|
82
|
|
|
107
|
|
||
Less letters of credit
|
(68
|
)
|
|
(93
|
)
|
||
Total
(a)
|
$
|
1,127
|
|
|
$
|
1,005
|
|
(a)
|
Excludes current restricted cash of approximately
$8 million
and
$25 million
at
December 31, 2018
and
2017
, respectively. See Note
2
- Restricted Cash.
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||
Debt, including interest
(a)
|
$
|
221
|
|
|
$
|
721
|
|
|
$
|
244
|
|
|
$
|
759
|
|
|
$
|
172
|
|
|
$
|
2,416
|
|
|
$
|
4,533
|
|
Other contractual obligations
(b)
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
28
|
|
|
39
|
|
|||||||
Asset retirement activities
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
461
|
|
|||||||
MSA and credit support
(d)
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
82
|
|
|
122
|
|
|||||||
Total
|
$
|
232
|
|
|
$
|
731
|
|
|
$
|
254
|
|
|
$
|
769
|
|
|
$
|
182
|
|
|
$
|
2,987
|
|
|
$
|
5,155
|
|
(a)
|
Includes principal, interest, fees on credit facilities and interest rate swaps. Variable rate interest was computed using
December 31, 2018
rates. Such amounts reflect scheduled payments under the financing agreements for debt in default as the lenders have not issued any acceleration notices. See Note 11 - Debt.
|
(b)
|
Primarily reflects lease payment obligations. See Note 14.
|
(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
13
.
|
|
Moody's
(a)
|
|
S&P
(a)
|
|
Fitch
(a)
|
NEP corporate credit rating
(b)
|
Ba1
|
|
BB
|
|
BB+
|
(a)
|
A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
|
(b)
|
The outlook indicated by each of Moody's, S&P and Fitch is stable.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
362
|
|
|
$
|
413
|
|
|
$
|
415
|
|
Net cash used in investing activities
|
$
|
(763
|
)
|
|
$
|
(1,368
|
)
|
|
$
|
(1,716
|
)
|
Net cash provided by financing activities
|
$
|
371
|
|
|
$
|
959
|
|
|
$
|
1,302
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Capital expenditures
|
$
|
(25
|
)
|
|
$
|
(349
|
)
|
|
$
|
(861
|
)
|
Proceeds from the sale of Canadian Holdings - net
|
517
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from CITCs
|
3
|
|
|
77
|
|
|
13
|
|
|||
Acquisition of membership interest in subsidiaries - net
|
(1,283
|
)
|
|
(1,074
|
)
|
|
(869
|
)
|
|||
Payments from (to) related parties under CSCS agreement - net
|
21
|
|
|
(22
|
)
|
|
1
|
|
|||
Other
|
4
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
$
|
(763
|
)
|
|
$
|
(1,368
|
)
|
|
$
|
(1,716
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Proceeds from issuance of common units – net
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
645
|
|
Proceeds from issuance of preferred units – net
|
—
|
|
|
548
|
|
|
—
|
|
|||
Issuances (retirements) of long-term debt – net
|
(233
|
)
|
|
695
|
|
|
131
|
|
|||
Partners/Members' contributions
|
36
|
|
|
316
|
|
|
831
|
|
|||
Partners/Members' distributions
|
(281
|
)
|
|
(307
|
)
|
|
(682
|
)
|
|||
Proceeds related to differential membership interests - net
|
35
|
|
|
8
|
|
|
396
|
|
|||
Payment of acquisition holdback
|
—
|
|
|
(186
|
)
|
|
—
|
|
|||
Proceeds on sale of noncontrolling interest in a NEP OpCo subsidiary
|
750
|
|
|
—
|
|
|
—
|
|
|||
Change in amounts due to related party
|
—
|
|
|
(78
|
)
|
|
4
|
|
|||
Repayments of short-term debt
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Other
|
(22
|
)
|
|
(37
|
)
|
|
(11
|
)
|
|||
Net cash provided by financing activities
|
$
|
371
|
|
|
$
|
959
|
|
|
$
|
1,302
|
|
JAMES L. ROBO
|
|
JOHN W. KETCHUM
|
James L. Robo
Chairman of the Board and Chief Executive Officer
NextEra Energy Partners, LP
|
|
John W. Ketchum
Chief Financial Officer
NextEra Energy Partners, LP
|
TERRELL KIRK CREWS, II
|
|
|
Terrell Kirk Crews, II
Controller and Chief Accounting Officer
NextEra Energy Partners, LP
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
||||||
Renewable energy sales
|
$
|
551
|
|
|
$
|
613
|
|
|
$
|
583
|
|
Texas pipelines service revenue
|
220
|
|
|
194
|
|
|
189
|
|
|||
Total operating revenues
(b)
|
771
|
|
|
807
|
|
|
772
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Operations and maintenance
(c)
|
257
|
|
|
248
|
|
|
215
|
|
|||
Depreciation and amortization
|
203
|
|
|
226
|
|
|
235
|
|
|||
Taxes other than income taxes and other
|
21
|
|
|
21
|
|
|
20
|
|
|||
Loss (gain) on disposal of Canadian Holdings
|
(153
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
328
|
|
|
495
|
|
|
470
|
|
|||
OPERATING INCOME
|
443
|
|
|
312
|
|
|
302
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
||||||
Interest expense
|
(248
|
)
|
|
(199
|
)
|
|
(152
|
)
|
|||
Benefits associated with differential membership interests - net
|
—
|
|
|
119
|
|
|
67
|
|
|||
Equity in earnings of equity method investee
|
41
|
|
|
40
|
|
|
40
|
|
|||
Equity in earnings (losses) of non-economic ownership interests
|
15
|
|
|
11
|
|
|
(4
|
)
|
|||
Revaluation of contingent consideration
|
—
|
|
|
—
|
|
|
189
|
|
|||
Other - net
|
22
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total other income (deductions) - net
|
(170
|
)
|
|
(31
|
)
|
|
138
|
|
|||
INCOME BEFORE INCOME TAXES
|
273
|
|
|
281
|
|
|
440
|
|
|||
INCOME TAXES
|
6
|
|
|
167
|
|
|
57
|
|
|||
NET INCOME
|
267
|
|
|
114
|
|
|
383
|
|
|||
Net income attributable to preferred distributions
|
(25
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
(d)
|
(75
|
)
|
|
(175
|
)
|
|
(300
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
167
|
|
|
$
|
(64
|
)
|
|
$
|
83
|
|
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding - basic
|
54.9
|
|
|
54.2
|
|
|
43.8
|
|
|||
Weighted average number of common units outstanding - assuming dilution
|
74.6
|
|
|
54.2
|
|
|
43.8
|
|
|||
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - basic
|
$
|
3.05
|
|
|
$
|
(1.18
|
)
|
|
$
|
1.90
|
|
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - assuming dilution
|
$
|
2.91
|
|
|
$
|
(1.18
|
)
|
|
$
|
1.90
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
(b)
|
Includes related party revenues of approximately
$4 million
,
$9 million
and
$13 million
for
2018
,
2017
and
2016
, respectively.
|
(c)
|
Includes operations and maintenance (O&M) expenses related to renewable energy projects of approximately
$128 million
,
$132 million
and
$120 million
and O&M expenses related to the Texas pipelines of
$45 million
,
$44 million
and
$45 million
for
2018
,
2017
and
2016
, respectively. Total O&M expenses presented includes related party amounts of approximately
$97 million
,
$88 million
and
$64 million
for
2018
,
2017
and
2016
, respectively.
|
(d)
|
For 2017 and 2016, net income attributable to noncontrolling interests includes the pre-acquisition net income of the common control acquisitions. See Note
2
- Basis of Presentation.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
NET INCOME
|
$
|
267
|
|
|
$
|
114
|
|
|
$
|
383
|
|
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
|
|
|
|
|
||||||
Reclassification from accumulated other comprehensive income (loss) to net income (net of $1, $2 and $1 tax expense, respectively)
|
2
|
|
|
5
|
|
|
7
|
|
|||
Net unrealized gains (losses) on foreign currency translation (net of $1 tax benefit, $1 tax expense and $1 tax expense, respectively)
|
(6
|
)
|
|
7
|
|
|
3
|
|
|||
Other comprehensive income related to equity method investee (net of $2 tax benefit, $1 tax benefit and $1 tax expense, respectively)
|
6
|
|
|
5
|
|
|
3
|
|
|||
Total other comprehensive income, net of tax
|
2
|
|
|
17
|
|
|
13
|
|
|||
Impact of disposal of Canadian Holdings (net of $3, $0, and $0 tax expense, respectively)
|
107
|
|
|
—
|
|
|
—
|
|
|||
COMPREHENSIVE INCOME
|
376
|
|
|
131
|
|
|
396
|
|
|||
Comprehensive income attributable to preferred distributions
|
(25
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Comprehensive income attributable to noncontrolling interests
(b)
|
(192
|
)
|
|
(188
|
)
|
|
(310
|
)
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
159
|
|
|
$
|
(60
|
)
|
|
$
|
86
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
(b)
|
For 2017 and 2016, comprehensive income attributable to noncontrolling interests includes the pre-acquisition comprehensive in
come
of the common control acquisitions. See Note
2
- Basis of Presentation.
|
|
December 31,
|
||||||
|
2018
|
|
2017
(a)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
147
|
|
|
$
|
154
|
|
Accounts receivable
|
80
|
|
|
85
|
|
||
Due from related parties
|
68
|
|
|
88
|
|
||
Restricted cash
|
8
|
|
|
25
|
|
||
Other current assets
|
37
|
|
|
46
|
|
||
Total current assets
|
340
|
|
|
398
|
|
||
Non-current assets:
|
|
|
|
||||
Property, plant and equipment - net
|
6,770
|
|
|
6,197
|
|
||
Deferred income taxes
|
108
|
|
|
181
|
|
||
Investment in equity method investee
|
214
|
|
|
218
|
|
||
Investments in non-economic ownership interests
|
20
|
|
|
11
|
|
||
Intangible assets - customer relationships
|
644
|
|
|
661
|
|
||
Intangible assets - PPAs
|
617
|
|
|
7
|
|
||
Goodwill
|
584
|
|
|
628
|
|
||
Other non-current assets
|
108
|
|
|
124
|
|
||
Total non-current assets
|
9,065
|
|
|
8,027
|
|
||
TOTAL ASSETS
|
$
|
9,405
|
|
|
$
|
8,425
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
10
|
|
|
$
|
26
|
|
Due to related parties
|
45
|
|
|
45
|
|
||
Current portion of long-term debt
|
707
|
|
|
99
|
|
||
Accrued interest
|
31
|
|
|
39
|
|
||
Accrued property taxes
|
19
|
|
|
12
|
|
||
Other current liabilities
|
47
|
|
|
55
|
|
||
Total current liabilities
|
859
|
|
|
276
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
2,728
|
|
|
4,218
|
|
||
Deferral related to differential membership interests
|
—
|
|
|
1,442
|
|
||
Deferred income taxes
|
12
|
|
|
63
|
|
||
Asset retirement obligation
|
95
|
|
|
81
|
|
||
Non-current due to related party
|
34
|
|
|
21
|
|
||
Other non-current liabilities
|
139
|
|
|
100
|
|
||
Total non-current liabilities
|
3,008
|
|
|
5,925
|
|
||
TOTAL LIABILITIES
|
3,867
|
|
|
6,201
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Common units (56.1 and 54.3 units issued and outstanding, respectively)
|
1,804
|
|
|
1,641
|
|
||
Preferred units (14.0 and 14.0 units issued and outstanding, respectively)
|
548
|
|
|
548
|
|
||
Accumulated other comprehensive income (loss)
|
(6
|
)
|
|
1
|
|
||
Noncontrolling interests
|
3,192
|
|
|
34
|
|
||
TOTAL EQUITY
|
5,538
|
|
|
2,224
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
9,405
|
|
|
$
|
8,425
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
267
|
|
|
$
|
114
|
|
|
$
|
383
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
203
|
|
|
226
|
|
|
235
|
|
|||
Change in value of derivative contracts
|
60
|
|
|
11
|
|
|
(27
|
)
|
|||
Deferred income taxes
|
23
|
|
|
162
|
|
|
56
|
|
|||
Benefits associated with differential membership interests - net
|
—
|
|
|
(119
|
)
|
|
(67
|
)
|
|||
Equity in earnings of equity method investee, net of distributions received
|
8
|
|
|
7
|
|
|
10
|
|
|||
Equity in earnings of non-economic ownership interests
|
(15
|
)
|
|
(11
|
)
|
|
4
|
|
|||
Change in the fair value of contingent consideration for pipeline acquisition
|
—
|
|
|
—
|
|
|
(189
|
)
|
|||
Gain on disposal of Canadian Holdings
|
(153
|
)
|
|
—
|
|
|
—
|
|
|||
Other - net
|
(4
|
)
|
|
11
|
|
|
22
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(18
|
)
|
|
1
|
|
|
(14
|
)
|
|||
Other current assets
|
8
|
|
|
(7
|
)
|
|
(3
|
)
|
|||
Other non-current assets
|
5
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Accounts payable and accrued expenses
|
(11
|
)
|
|
6
|
|
|
3
|
|
|||
Due to related parties
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Other current liabilities
|
(13
|
)
|
|
28
|
|
|
4
|
|
|||
Payment of acquisition holdback
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Other non-current liabilities
|
4
|
|
|
—
|
|
|
1
|
|
|||
Net cash provided by operating activities
|
362
|
|
|
413
|
|
|
415
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(25
|
)
|
|
(349
|
)
|
|
(861
|
)
|
|||
Proceeds from the sale of Canadian Holdings - net
|
517
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from CITCs
|
3
|
|
|
77
|
|
|
13
|
|
|||
Acquisition of membership interest in subsidiaries - net
|
(1,283
|
)
|
|
(1,074
|
)
|
|
(869
|
)
|
|||
Payments from (to) related parties under CSCS agreement - net
|
21
|
|
|
(22
|
)
|
|
1
|
|
|||
Other
|
4
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(763
|
)
|
|
(1,368
|
)
|
|
(1,716
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from issuance of common units - net
|
86
|
|
|
—
|
|
|
645
|
|
|||
Proceeds from issuance of preferred units - net
|
—
|
|
|
548
|
|
|
—
|
|
|||
Issuances of long-term debt
|
750
|
|
|
1,880
|
|
|
771
|
|
|||
Retirements of long-term debt
|
(983
|
)
|
|
(1,185
|
)
|
|
(640
|
)
|
|||
Deferred financing costs
|
—
|
|
|
(24
|
)
|
|
(11
|
)
|
|||
Capped call transaction including fees
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Partners/Members' contributions
|
36
|
|
|
316
|
|
|
831
|
|
|||
Partners/Members' distributions
|
(281
|
)
|
|
(307
|
)
|
|
(682
|
)
|
|||
Preferred unit distributions
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds on sale of noncontrolling interest in a NEP OpCo subsidiary
|
750
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from differential membership investors
|
56
|
|
|
33
|
|
|
416
|
|
|||
Payments to differential membership investors
|
(21
|
)
|
|
(25
|
)
|
|
(20
|
)
|
|||
Repayments of short-term debt
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Change in amounts due to related parties
|
—
|
|
|
(78
|
)
|
|
4
|
|
|||
Payment of acquisition holdback
|
—
|
|
|
(186
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
371
|
|
|
959
|
|
|
1,302
|
|
|||
Effect of exchange rate changes on cash
|
(2
|
)
|
|
3
|
|
|
4
|
|
|||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(32
|
)
|
|
7
|
|
|
5
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF YEAR
|
198
|
|
|
191
|
|
|
186
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF YEAR
|
$
|
166
|
|
|
$
|
198
|
|
|
$
|
191
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
171
|
|
|
$
|
163
|
|
|
$
|
170
|
|
Cash paid for income taxes
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Members’ noncash contributions for construction costs and other
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
225
|
|
Change in noncash investments in equity method investees - net
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
108
|
|
Repayments of short-term debt via deferral related to differential membership interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Partners/Members' noncash distributions
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
33
|
|
Asset retirement obligation additions
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
26
|
|
Accrued but not paid for capital and other expenditures
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
314
|
|
Noncash member contribution upon transition from predecessor method
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
19
|
|
Accrued preferred distributions
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Noncash liabilities and noncontrolling interests assumed in connection with acquisition of subsidiaries
|
$
|
1,030
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
Preferred Units
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
(a)
|
|
Accumulated
Other
Comprehensive Income
(Loss)
(a)
|
|
Non-controlling
Interest
(a)
|
|
Total
Equity
(a)
|
||||||||||||
Balances, December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
30.6
|
|
|
$
|
935
|
|
|
$
|
(6
|
)
|
|
$
|
1,114
|
|
|
$
|
2,043
|
|
Limited partners/related party contribution and transition
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
(b)
|
—
|
|
|
(19
|
)
|
(c)
|
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
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
300
|
|
|
383
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
13
|
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
|
1,052
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|
(634
|
)
|
|||||
Changes in non-economic ownership interests and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(110
|
)
|
|||||
Distributions to unitholders
(e)
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Adoption of accounting standard update
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||
Balances, December 31, 2016
|
—
|
|
|
—
|
|
|
54.2
|
|
|
1,747
|
|
|
(3
|
)
|
|
833
|
|
|
2,577
|
|
|||||
Limited partners/related party contribution and transition
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
(b)
|
—
|
|
|
(3
|
)
|
(c)
|
48
|
|
|||||
Issuance of common units - net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Acquisition of membership interests in subsidiaries and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,074
|
)
|
|
(1,074
|
)
|
|||||
Issuance of preferred units - net
|
14.0
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|||||
Capped call transaction
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Related party note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Net income
(d)
|
—
|
|
|
3
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
175
|
|
|
114
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
13
|
|
|
17
|
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
321
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
(226
|
)
|
|||||
Changes in non-economic ownership interests and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||||
Distributions to unitholders
(e)
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|||||
Balances, December 31, 2017
|
14.0
|
|
|
548
|
|
|
54.3
|
|
|
1,641
|
|
|
1
|
|
|
34
|
|
|
2,224
|
|
|||||
Limited partners/related party contribution and transition
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
(b)
|
1
|
|
|
—
|
|
|
(2
|
)
|
|||||
Issuance of common units - net
|
—
|
|
|
—
|
|
|
1.8
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||
Acquisition of subsidiaries with differential membership interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
941
|
|
|
941
|
|
|||||
Related party note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|||||
Net income
|
—
|
|
|
25
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
75
|
|
|
267
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
12
|
|
|
2
|
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
(204
|
)
|
|||||
Changes in non-economic ownership interests and equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||
Differential membership investment activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|||||
Distributions to unitholders
(e)
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||||
Sale of noncontrolling interest in a NEP OpCo subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
750
|
|
|||||
Disposal of Canadian Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
105
|
|
|
107
|
|
|||||
Adoption of accounting standards update
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1,416
|
|
|
1,423
|
|
|||||
Balances, December 31, 2018
|
14.0
|
|
|
$
|
548
|
|
|
56.1
|
|
|
$
|
1,804
|
|
|
$
|
(6
|
)
|
|
$
|
3,192
|
|
|
$
|
5,538
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note 14.
|
|||||||||||
(b)
|
Deferred tax asset recognized by NEP related to NEP equity issuances and/or acquisition of subsidiary membership interests.
|
|||||||||||
(c)
|
Related party noncash contributions, net, upon transition from predecessor accounting method.
|
|||||||||||
(d)
|
Net income attributable to noncontrolling interests includes the pre-acquisition net income of the common control acquisitions. See Note 2 - Basis of Presentation.
|
|||||||||||
(e)
|
Distributions per common unit were $1.7125, $1.49 and $1.2975 for the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018, approximately $6 million of preferred unit distributions were accrued and are payable in February 2019.
|
|||||||||||
(f)
|
See Note 14.
|
|||||||||||
(g)
|
See Note 2 - Differential Membership Interests.
|
|
|
Noncontrolling Ownership Interest in NEP OpCo Subsidiary
(a)
|
|
Differential Membership Interests
|
|
Noncontrolling Ownership Interests in NEP OpCo and Texas pipeline
|
|
Total Noncontrolling
Interests |
||||||||
|
|
(millions)
|
||||||||||||||
Balances, December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
34
|
|
Sale of noncontrolling interest in a NEP OpCo subsidiary
|
|
750
|
|
|
—
|
|
|
—
|
|
|
$
|
750
|
|
|||
Acquisition of subsidiaries with differential membership interests
|
|
—
|
|
|
941
|
|
|
—
|
|
|
$
|
941
|
|
|||
Related party note receivable
|
|
—
|
|
|
—
|
|
|
31
|
|
|
$
|
31
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
1
|
|
|
(370
|
)
|
(b)
|
444
|
|
|
$
|
75
|
|
|||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
12
|
|
|
$
|
12
|
|
|||
Related party contributions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
$
|
4
|
|
|||
Related party distributions
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
$
|
(204
|
)
|
|||
Changes in non-economic ownership interests and equity method investee
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
$
|
(7
|
)
|
|||
Differential membership investment contributions, net of distributions
|
|
—
|
|
|
35
|
|
|
—
|
|
|
$
|
35
|
|
|||
Disposal of Canadian Holdings
|
|
—
|
|
|
—
|
|
|
105
|
|
|
$
|
105
|
|
|||
Adoption of accounting standards update
|
|
—
|
|
|
1,413
|
|
|
3
|
|
|
$
|
1,416
|
|
|||
Balances, December 31, 2018
|
|
$
|
751
|
|
|
$
|
2,019
|
|
|
$
|
422
|
|
|
$
|
3,192
|
|
(a)
|
See Note
10
and Note
11
- Equity for additional information about the sale of a noncontrolling Class B ownership interest in NEP Renewables.
|
(b)
|
Represents the benefits associated with differential membership interests recognized as the third-party investors received their portion of the economic attributes of the related facilities. Approximately
$240 million
of the loss attributable to differential membership interests benefits NEE's noncontrolling interest and
$130 million
is reflected as net income attributable to NEP.
|
|
Amounts Recognized
as of December 20, 2018 |
||
|
(millions)
|
||
|
|
||
Total consideration transferred
|
$
|
1,304
|
|
Identifiable assets acquired and liabilities assumed
|
|
||
Cash
|
$
|
17
|
|
Accounts receivable and prepaid expenses
|
25
|
|
|
Property, plant and equipment - net
|
1,675
|
|
|
Intangible assets – PPAs
|
610
|
|
|
Other non-current assets
|
13
|
|
|
Accounts payable, accrued expenses and other current liabilities
|
(13
|
)
|
|
Long-term debt, including current portion
|
(37
|
)
|
|
Other non-current liabilities
|
(38
|
)
|
|
Noncontrolling interests at fair value
|
(941
|
)
|
|
Total net identifiable assets, at fair value
|
$
|
1,311
|
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Unaudited pro forma results of operations:
|
|
|
|
||||
Pro forma revenues
|
$
|
878
|
|
|
$
|
892
|
|
Pro forma operating income
|
$
|
456
|
|
|
$
|
316
|
|
Pro forma net income
|
$
|
254
|
|
|
$
|
178
|
|
Pro forma net income (loss) attributable to NEP
|
$
|
219
|
|
|
$
|
(62
|
)
|
•
|
reflect the historical results of NEP Renewables beginning on January 1, 2017;
|
•
|
reflect the estimated depreciation and amortization expense based on the estimated fair value of property, plant and equipment - net and the intangible assets - PPAs;
|
•
|
reflect allocations of income to noncontrolling interests related to the financing transaction to fund the acquisition; and
|
•
|
reflect related income tax effects.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
|
(millions)
|
||||||||||
U.S.
|
$
|
62
|
|
|
$
|
213
|
|
|
$
|
397
|
|
Foreign
|
211
|
|
|
68
|
|
|
43
|
|
|||
Income before income taxes
|
$
|
273
|
|
|
$
|
281
|
|
|
$
|
440
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
|
(millions)
|
||||||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
47
|
|
|
143
|
|
|
51
|
|
|||
Total federal
|
51
|
|
|
143
|
|
|
51
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred
|
33
|
|
|
8
|
|
|
11
|
|
|||
Total state
|
12
|
|
|
8
|
|
|
11
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
—
|
|
|
5
|
|
|
1
|
|
|||
Deferred
|
(57
|
)
|
|
11
|
|
|
(6
|
)
|
|||
Total foreign
|
(57
|
)
|
|
16
|
|
|
(5
|
)
|
|||
Total income tax expense
|
$
|
6
|
|
|
$
|
167
|
|
|
$
|
57
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
(a)
|
||||||
|
(millions)
|
||||||||||
Income tax expense at U.S. statutory rate of 21%, 35% and 35%, respectively
|
$
|
57
|
|
|
$
|
98
|
|
|
$
|
153
|
|
Increases (reductions) resulting from:
|
|
|
|
|
|
||||||
Taxes attributable to noncontrolling interests
|
(17
|
)
|
|
(32
|
)
|
|
(74
|
)
|
|||
Tax reform impact on differential membership interests
|
17
|
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal tax benefit
|
10
|
|
|
6
|
|
|
7
|
|
|||
Tax credits
|
(1
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|||
Valuation allowance
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||
Effect of flow through entities and foreign tax differential
|
3
|
|
|
(7
|
)
|
|
(6
|
)
|
|||
U.S. taxes on foreign earnings
|
3
|
|
|
7
|
|
|
4
|
|
|||
Impact of tax reform
|
—
|
|
|
100
|
|
|
—
|
|
|||
Withholding taxes, net of U.S. federal tax
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Adjustments associated with Canadian assets
|
(67
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Other
|
1
|
|
|
(3
|
)
|
|
1
|
|
|||
Income tax expense
|
$
|
6
|
|
|
$
|
167
|
|
|
$
|
57
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
December 31,
|
||||||
|
2018
|
|
2017
(a)
|
||||
|
(millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property
|
$
|
—
|
|
|
$
|
(70
|
)
|
Investment in partnership
|
(133
|
)
|
|
(7
|
)
|
||
Other
|
—
|
|
|
(4
|
)
|
||
Total deferred tax liabilities
|
(133
|
)
|
|
(81
|
)
|
||
Deferred tax asset:
|
|
|
|
||||
Net operating loss
|
228
|
|
|
184
|
|
||
Tax credit carryforwards
|
3
|
|
|
8
|
|
||
Other
|
—
|
|
|
8
|
|
||
Valuation allowance
|
(2
|
)
|
|
(1
|
)
|
||
Total deferred tax asset
|
229
|
|
|
199
|
|
||
Net deferred tax asset
|
$
|
96
|
|
|
$
|
118
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
December 31,
|
||||||
|
2018
|
|
2017
(a)
|
||||
|
(millions)
|
||||||
Deferred income taxes - assets
|
$
|
108
|
|
|
$
|
181
|
|
Deferred income taxes - liabilities
|
(12
|
)
|
|
(63
|
)
|
||
Net deferred income taxes
|
$
|
96
|
|
|
$
|
118
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted as discussed in Note
14
.
|
|
Amount
|
|
Expiration Dates
|
||
|
(millions)
|
|
|
||
Net operating loss carryforwards:
|
|
|
|
||
Federal
|
$
|
210
|
|
(a)
|
2034 - 2037
|
State
|
18
|
|
|
2034 - 2038
|
|
Total net operating loss carryforwards
|
$
|
228
|
|
|
|
Tax credit carryforwards
|
$
|
3
|
|
|
2019 - 2038
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Restricted cash equivalents
(a)
|
12
|
|
|
—
|
|
|
12
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
Interest rate contracts
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||
Total assets
|
$
|
83
|
|
|
$
|
24
|
|
|
$
|
107
|
|
|
$
|
92
|
|
|
$
|
15
|
|
|
$
|
107
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest rate contracts
|
—
|
|
|
116
|
|
|
116
|
|
|
—
|
|
|
44
|
|
|
44
|
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
47
|
|
(a)
|
At
December 31, 2018
and
2017
, approximately
$9 million
and
$7 million
, respectively, of restricted cash equivalents are included in other non-current assets on NEP's consolidated balance sheets.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(millions)
|
||||||||||||||
Long-term debt, including current maturities
(a)
|
$
|
3,435
|
|
|
$
|
3,301
|
|
|
$
|
4,317
|
|
|
$
|
4,456
|
|
(a)
|
At
December 31, 2018
and
December 31, 2017
, approximately
$2,826 million
and
$3,552 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).
|
|
December 31, 2018
|
|||||||||||||||
|
|
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
|
|
$
|
24
|
|
|
$
|
116
|
|
|
$
|
13
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
|
$
|
7
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
|
6
|
|
|
|
|||||||
Other current liabilities
|
|
|
|
|
|
|
|
$
|
1
|
|
||||||
Other non-current liabilities
|
|
|
|
|
|
|
|
104
|
|
|||||||
Total derivatives
|
|
|
|
|
|
$
|
13
|
|
|
$
|
105
|
|
|
December 31, 2017
|
|||||||||||||||
|
|
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
|
|
|
$
|
18
|
|
|
$
|
47
|
|
Foreign currency contracts
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Total fair values
|
|
$
|
15
|
|
|
$
|
47
|
|
|
$
|
18
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
|
$
|
10
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
|
8
|
|
|
|
|||||||
Other current liabilities
|
|
|
|
|
|
|
|
$
|
11
|
|
||||||
Other non-current liabilities
|
|
|
|
|
|
|
|
39
|
|
|||||||
Total derivatives
|
|
|
|
|
|
$
|
18
|
|
|
$
|
50
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Interest rate contracts:
|
|
||||||||||
Losses reclassified from AOCI to interest expense
|
$
|
(3
|
)
|
|
$
|
(7
|
)
|
|
$
|
(8
|
)
|
Gains (losses) recognized in interest expense
|
$
|
(58
|
)
|
|
$
|
(14
|
)
|
|
$
|
14
|
|
|
2018
|
|
2017
|
|
Range of Useful
Lives (in years) |
||||
|
(millions)
|
|
|
||||||
Power-generation assets
(a)
|
$
|
6,262
|
|
|
$
|
5,712
|
|
|
5 - 35
|
Pipeline assets, including temporary rights-of-way
|
810
|
|
|
807
|
|
|
50
|
||
Land improvements and buildings
|
362
|
|
|
262
|
|
|
25 - 35
|
||
Land, including perpetual rights-of-way
|
60
|
|
|
60
|
|
|
|
||
Construction work in progress
|
5
|
|
|
7
|
|
|
|
||
Other depreciable assets
|
237
|
|
|
280
|
|
|
3 - 35
|
||
Property, plant and equipment, gross
|
7,736
|
|
|
7,128
|
|
|
|
||
Accumulated depreciation
|
(966
|
)
|
|
(931
|
)
|
|
|
||
Property, plant and equipment - net
|
$
|
6,770
|
|
|
$
|
6,197
|
|
|
|
(a)
|
Approximately
86%
of power generation assets represent machinery and equipment used to generate electricity with a
35
-year depreciable life.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(millions)
|
||||||||||
Current assets
|
$
|
133
|
|
|
$
|
135
|
|
|
$
|
291
|
|
Non-current assets
|
$
|
1,298
|
|
|
$
|
1,349
|
|
|
$
|
1,392
|
|
Current liabilities
(a)
|
$
|
561
|
|
|
$
|
64
|
|
|
$
|
64
|
|
Non-current liabilities
|
$
|
459
|
|
|
$
|
1,003
|
|
|
$
|
1,043
|
|
Revenues
|
$
|
208
|
|
|
$
|
207
|
|
|
$
|
211
|
|
Operating income
|
$
|
129
|
|
|
$
|
127
|
|
|
$
|
129
|
|
Net income
|
$
|
84
|
|
|
$
|
80
|
|
|
$
|
80
|
|
|
|
|
|
|
|
||||||
NEP's share of underlying equity in the equity method investee
|
$
|
206
|
|
|
$
|
208
|
|
|
$
|
288
|
|
Difference between investment carrying amount and underlying equity in net assets
(b)
|
8
|
|
|
10
|
|
|
10
|
|
|||
NEP's investment carrying amount
|
$
|
214
|
|
|
$
|
218
|
|
|
$
|
298
|
|
(a)
|
At December 31, 2018, approximately
$503 million
of long-term debt is reflected as current liabilities as a result of being notified by the lender of an event of default under the related financing agreement.
|
(b)
|
Substantially all of the difference between the investment carrying amount and the underlying equity in net assets is being amortized over the life of the related projects.
|
|
|
|
December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
||||||||||
|
Maturity
Date |
|
Balance
|
|
Weighted-Average
Interest Rate
|
|
Balance
|
|
Weighted-Average
Interest Rate
|
||||||
|
|
|
(millions)
|
|
|
|
(millions)
|
|
|
||||||
NEP:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured convertible notes - fixed
(a)
|
2020
|
|
$
|
300
|
|
|
1.50
|
%
|
|
$
|
300
|
|
|
1.50
|
%
|
NEP OpCo:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured notes - fixed
(b)
|
2024 - 2027
|
|
1,100
|
|
|
4.38
|
%
|
|
$
|
1,100
|
|
|
4.38
|
%
|
|
Project level:
|
|
|
|
|
|
|
|
|
|
||||||
Senior secured limited-recourse debt - fixed
|
2030 - 2038
|
|
985
|
|
|
5.16
|
%
|
|
1,355
|
|
|
5.33
|
%
|
||
Senior secured limited-recourse debt - variable
(c)(d)
|
2026 - 2032
|
|
269
|
|
|
4.43
|
%
|
|
648
|
|
|
3.20
|
%
|
||
Bank loan
(c)(d)
|
2020
|
|
200
|
|
|
4.76
|
%
|
|
200
|
|
|
3.52
|
%
|
||
Limited-recourse revolving credit facility - variable
(c)(e)
|
2020
|
|
—
|
|
|
—
|
%
|
|
150
|
|
|
3.72
|
%
|
||
Non-recourse notes payable - fixed
|
2028
|
|
20
|
|
|
6.30
|
%
|
|
22
|
|
|
6.30
|
%
|
||
Limited-recourse term loan - variable
(c)(d)
|
2022
|
|
604
|
|
|
4.93
|
%
|
|
604
|
|
|
3.82
|
%
|
||
Unamortized debt issuance costs
|
|
|
(45
|
)
|
|
|
|
(64
|
)
|
|
|
||||
Unamortized premium
|
|
|
2
|
|
|
|
|
2
|
|
|
|
||||
Total long-term debt
|
|
|
3,435
|
|
|
|
|
4,317
|
|
|
|
||||
Less current portion of long-term debt
(f)
|
|
|
707
|
|
|
|
|
99
|
|
|
|
||||
Long-term debt, excluding current portion
|
|
|
$
|
2,728
|
|
|
|
|
$
|
4,218
|
|
|
|
(a)
|
See additional discussion of the convertible notes below.
|
(b)
|
Represents
$550 million
in aggregate principal amount of
4.25%
senior unsecured notes due 2024 and
$550 million
in aggregate principal amount of
4.50%
senior unsecured notes due 2027.
|
(c)
|
Variable rate is based on an underlying index plus a margin.
|
(d)
|
Interest rate contracts, primarily swaps, have been entered into for a majority of these debt issuances. See Note
7
.
|
(e)
|
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.
|
(f)
|
Includes approximately
$641 million
of principal with final maturity dates ranging from 2033 - 2038, net of the related unamortized debt issuance costs, which was reclassified to current debt as a result of events of default under the related financing agreements. See Note 15 - PG&E Bankruptcy.
|
|
|
Year Ended December 31, 2018
|
||
|
|
|||
Numerator:
|
|
|
||
Net income attributable to NEP – basic
|
|
$
|
167
|
|
Adjustments for convertible notes and preferred units
|
|
50
|
|
|
Net income attributable to NEP used to compute diluted earnings per unit
|
|
$
|
217
|
|
Denominator:
|
|
|
||
Weighted-average number of common units outstanding – basic
|
|
54.9
|
|
|
Convertible notes and preferred units
|
|
19.7
|
|
|
Weighted-average number of common units outstanding – assuming dilution
|
|
74.6
|
|
|
Earnings per unit attributable to NEP:
|
|
|
||
Basic
|
|
$
|
3.05
|
|
Assuming dilution
|
|
$
|
2.91
|
|
|
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, 2015
|
$
|
(11
|
)
|
|
$
|
(108
|
)
|
|
$
|
(38
|
)
|
|
$
|
(157
|
)
|
||||
Other comprehensive income before reclassification
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Amounts reclassified from AOCI to interest expense
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Net other comprehensive loss
|
7
|
|
|
3
|
|
|
3
|
|
|
13
|
|
||||||||
Balances, December 31, 2016
|
(4
|
)
|
|
(105
|
)
|
|
(35
|
)
|
|
(144
|
)
|
||||||||
Other comprehensive income before reclassification
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Amounts reclassified from AOCI to interest expense
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||||
Net other comprehensive income
|
5
|
|
|
7
|
|
|
5
|
|
|
17
|
|
||||||||
Balances, December 31, 2017
|
1
|
|
|
(98
|
)
|
|
(30
|
)
|
|
(127
|
)
|
||||||||
Other comprehensive loss before reclassification
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||||
Amounts reclassified from AOCI to interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||||
Net other comprehensive income (loss)
|
2
|
|
|
(6
|
)
|
|
6
|
|
|
2
|
|
||||||||
Impact of disposal of Canadian Holdings
|
3
|
|
|
104
|
|
|
—
|
|
|
107
|
|
||||||||
Balances, December 31, 2018
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
(18
|
)
|
||||
AOCI attributable to noncontrolling interest
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(12
|
)
|
||||
AOCI attributable to NextEra Energy Partners, December 31, 2018
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
March 31
(a)(b)
|
|
June 30
(a)(b)
|
|
September 30
(a)(b)
|
|
December 31
(a)(b)
|
||||||||
|
(millions, except per unit amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
212
|
|
|
$
|
225
|
|
|
$
|
178
|
|
|
$
|
155
|
|
Operating income
(c)
|
$
|
92
|
|
|
$
|
261
|
|
|
$
|
59
|
|
|
$
|
31
|
|
Net income (loss)
(c)
|
$
|
(19
|
)
|
|
$
|
292
|
|
|
$
|
110
|
|
|
$
|
(117
|
)
|
Net income (loss) attributable to NEP
(c)(d)
|
$
|
74
|
|
|
$
|
82
|
|
|
$
|
33
|
|
|
$
|
(22
|
)
|
Earnings (loss) per unit - basic
(c)(d)
|
$
|
1.36
|
|
|
$
|
1.51
|
|
|
$
|
0.60
|
|
|
$
|
(0.39
|
)
|
Earnings (loss) per unit - assuming dilution
(c)(d)
|
$
|
1.22
|
|
|
$
|
1.42
|
|
|
$
|
0.58
|
|
|
$
|
(0.39
|
)
|
Distributions per unit
|
$
|
0.41
|
|
|
$
|
0.42
|
|
|
$
|
0.44
|
|
|
$
|
0.45
|
|
High-low common unit sales prices
|
$45.38 - $36.84
|
|
|
$48.75 - $38.05
|
|
|
$50.66 - $44.04
|
|
|
$49.16 - $39.35
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
198
|
|
|
$
|
220
|
|
|
$
|
191
|
|
|
$
|
197
|
|
Operating income
(c)
|
$
|
84
|
|
|
$
|
93
|
|
|
$
|
70
|
|
|
$
|
66
|
|
Net income
(d)
|
$
|
58
|
|
|
$
|
62
|
|
|
$
|
50
|
|
|
$
|
(56
|
)
|
Net income attributable to NEP
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
1
|
|
|
$
|
(91
|
)
|
Earnings per unit - basic and assuming dilution
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.01
|
|
|
$
|
(1.67
|
)
|
Distributions per unit
|
$
|
0.35
|
|
|
$
|
0.37
|
|
|
$
|
0.38
|
|
|
$
|
0.39
|
|
High-low common unit sales prices
|
$33.90 - $25.32
|
|
|
$39.83 - $31.78
|
|
|
$43.68 - $36.37
|
|
|
$44.00 - $36.42
|
|
(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. The sum of the quarterly amounts may not equal the total for the year due to rounding.
|
(b)
|
Prior-period amounts have been retrospectively adjusted as discussed in Note 14.
|
(c)
|
Second quarter of 2018 includes the gain on the sale of Canadian Holdings. See Note 2 - Disposal of Canadian Holdings.
|
(d)
|
First quarter of 2018 reflects a reduction of differential membership interests as a result of the change in federal income tax rates effective January 1, 2018, which is included in net loss attributable to noncontrolling interests. See Note 2 - Differential Membership Interests.
|
(e)
|
Fourth quarter of 2017 reflects the impact of tax reform in December 2017. See Note 5.
|
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
|
|
1,201,221
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
N/A
|
|
—
|
|
|
Total
|
|
—
|
|
|
|
N/A
|
|
1,201,221
|
|
|
|
|
|
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 Cash Flows
|
|
|
|
Consolidated Statements of Changes in Equity
|
|
|
|
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*
|
|
|
2.2*
|
|
|
2.3*
|
|
|
2.4*
|
|
|
2.5*
|
|
|
3.1*
|
|
|
3.2*
|
|
|
3.3*
|
|
|
3.4*
|
|
|
4.1*
|
|
|
4.2*
|
|
|
4.3*
|
|
|
4.4*
|
|
|
4.5*
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
Exhibit
Number
|
|
Description
|
10.4*
|
|
|
10.4(a)*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
10.12*
|
|
|
10.12(a)*
|
|
|
10.13*
|
|
|
10.14*
|
|
|
10.15*
|
|
|
10.16
|
|
|
10.17*
|
|
|
10.18*
|
|
|
21
|
|
|
23
|
|
|
31(a)
|
|
|
31(b)
|
|
|
32
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
JAMES L. ROBO
|
|
James L. Robo
Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)
|
JOHN W. KETCHUM
|
|
TERRELL KIRK CREWS, II
|
John W. Ketchum
Chief Financial Officer and Director
(Principal Financial Officer)
|
|
Terrell Kirk Crews, II
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
SUSAN DAVENPORT AUSTIN
|
|
PETER H. KIND
|
Susan Davenport Austin
Director
|
|
Peter H. Kind
Director
|
ROBERT J. BYRNE
|
|
ARMANDO PIMENTEL, JR.
|
Robert J. Byrne
Director
|
|
Armando Pimentel, Jr.
Director
|
|
|
|
|
|
|
Mark E. Hickson
Director
|
|
|
Annual Retainer
(payable quarterly)
|
$70,000
|
|
|
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 $120,000 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)
|
Subsidiary
|
|
Jurisdiction
|
NextEra Energy Operating Partners GP, LLC
|
|
Delaware
|
NextEra Energy Operating Partners, LP
(a)
|
|
Delaware
|
(a)
|
Includes 105 subsidiaries that operate in the United States 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, 2018
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 19, 2019
|
JAMES L. ROBO
|
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP
|
1.
|
I have reviewed this Form 10-K for the annual period ended
December 31, 2018
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 19, 2019
|
JOHN W. KETCHUM
|
John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners, LP
|
(1)
|
The Annual Report on Form 10-K of NextEra Energy Partners, LP (the registrant) for the annual period ended
December 31, 2018
(Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
Dated:
|
February 19, 2019
|
|
JAMES L. ROBO
|
|
|
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP
|
|
|
JOHN W. KETCHUM
|
|
|
John W. Ketchum
Chief Financial Officer
of NextEra Energy Partners, LP
|
|