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NEP-20210331_G1.JPG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

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

State or other jurisdiction of incorporation or organization:  Delaware

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol Name of exchange
on which registered
Common units NEP New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.   Yes þ    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer     þ Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934.      

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

Number of NextEra Energy Partners, LP common units outstanding at March 31, 2021:  75,892,712


DEFINITIONS

Acronyms and defined terms used in the text include the following:
Term Meaning
2017 convertible notes senior unsecured convertible notes issued in 2017
2020 convertible notes senior unsecured convertible notes issued in 2020
2020 Form 10-K NEP's Annual Report on Form 10-K for the year ended December 31, 2020
AOCI accumulated other comprehensive income (loss)
ASA administrative services agreement
BLM U.S. Bureau of Land Management
CSCS agreement amended and restated cash sweep and credit support agreement
Genesis Holdings Genesis Solar Holdings, LLC
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
limited partner interest in NEP OpCo
limited partner interest in NEP OpCo's common units
Management's Discussion Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Meade Meade Pipeline Co LLC
Meade purchaser Meade Pipeline Investment, LLC
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 Pipelines NextEra Energy Partners Pipelines, LLC
NEP Renewables NEP Renewables, LLC
NEP Renewables II NEP Renewables II, LLC
NOLs net operating losses
Note __ Note __ to condensed consolidated financial statements
O&M operations and maintenance
Pemex
Petróleos Mexicanos
PPA power purchase agreement
preferred units Series A convertible preferred units representing limited partner interests in NEP
SEC U.S. Securities and Exchange Commission
Silver State Silver State South Solar, LLC
STX Midstream South Texas Midstream, LLC
Texas pipelines natural gas pipeline assets located in Texas
Texas pipeline entities the subsidiaries of NEP that directly own the Texas pipelines
U.S. United States of America
VIE variable interest entity

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 6 for a description of NEE Equity's noncontrolling interest in NEP OpCo. References to NEP's projects and NEP's pipelines generally include NEP's consolidated subsidiaries and the projects and pipelines in which NEP has equity method investments.

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TABLE OF CONTENTS


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FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as result, are expected to, will continue, is anticipated, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Operational Risks
NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects.
Operation and maintenance of renewable energy projects and pipelines involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life.
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 depends on certain of the renewable energy projects and pipelines in its portfolio for a substantial portion of its anticipated cash flows.
NEP is pursuing the repowering of wind projects and the expansion of natural gas pipelines that will require up-front capital expenditures and expose NEP to project development risks.
Terrorist acts, cyberattacks or other similar events 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 provide protection against all significant losses.
NEP relies on interconnection, transmission and other pipeline facilities of third parties to deliver energy from its renewable energy projects and to transport natural gas to and from its pipelines. If these facilities become unavailable, NEP's projects and pipelines may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas.
NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans.
NEP's renewable energy projects or pipelines may be adversely affected by legislative changes or a failure to comply with applicable energy and pipeline 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 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 land rights holders 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 cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and Mexico.
NEP is subject to risks associated with its ownership of interests in projects or pipelines that are 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.

Contract Risks
NEP relies on a limited number of customers and is exposed to the risk that they may be 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, natural gas transportation agreements or other customer contracts at favorable rates or on a long-term basis.
If the energy production by or availability of NEP's renewable energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.

Risks Related to NEP's Acquisition Strategy and Future Growth
NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.
Reductions in demand for natural gas in the United States or Mexico and low market prices of natural gas could materially adversely affect the NEP pipeline operations and cash flows.
4

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.
NEP may continue to acquire other sources of clean energy and may expand to include other types of assets. Any further acquisition of non-renewable energy 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.

Risks Related to NEP's Financial Activities
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 and pursue other growth opportunities.
Restrictions in NEP and its subsidiaries' financing 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 or other financing agreements.
NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.
NEP is exposed to risks inherent in its use of interest rate swaps.

Risks Related to NEP's Relationship with NEE
NEE has influence over NEP.
Under the CSCS agreement, NEP receives 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 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.
NEER's right of first refusal may adversely affect NEP's ability to consummate future sales or to obtain favorable sale terms.
NEP GP and its affiliates may have conflicts of interest with NEP and have limited duties to NEP and its unitholders.
NEP GP and its affiliates and the directors and officers of NEP are not restricted in their ability to compete with NEP, whose business is subject to certain restrictions.
NEP may only terminate the MSA under certain limited circumstances.
If the agreements with NEE Management or NEER are terminated, NEP may be unable to contract with a substitute service provider on similar terms.
NEP's arrangements with NEE limit NEE's potential 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.

Risks Related to Ownership of NEP's Units
NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.
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 units may be subject to voting restrictions.
NEP's partnership agreement replaces the fiduciary duties that NEP GP and NEP's directors and officers might have to holders of its common units with contractual standards governing their duties and the New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.
NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP's directors or NEP GP that might otherwise constitute breaches of fiduciary duties.
Certain of NEP's actions require the consent of NEP GP.
Holders of NEP's common units currently cannot remove NEP GP without NEE's consent and provisions in NEP's partnership agreement may discourage or delay an acquisition of NEP that NEP unitholders may consider favorable.
NEE's interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.
5

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 from NEP OpCo and from NEP to NEP's unitholders, and there are no limits on the amount that NEP OpCo may be required to pay.
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 liability of holders of NEP's 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.
The issuance of securities convertible into, or settleable with, common units may affect the market price for NEP's common units, will dilute common unitholders’ ownership in NEP and may decrease the amount of cash available for distribution for each common unit.

Taxation Risks
NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.
NEP's ability to use NOLs to offset future income may be limited.
NEP will not have complete control over NEP's tax decisions.
Distributions to unitholders may be taxable as dividends.

Coronavirus Pandemic Risks
The coronavirus pandemic may have a material adverse impact on NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2020 Form 10-K and investors should refer to that section of the 2020 Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. NEP makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEP's internet website, www.nexteraenergypartners.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEP's website are not incorporated by reference into this Form 10-Q.

6

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
(unaudited)

Three Months Ended 
 March 31,
2021 2020
OPERATING REVENUES
Renewable energy sales
$ 155  $ 157 
Texas pipelines service revenues
91  55 
Total operating revenues(a)
246  212 
OPERATING EXPENSES
Operations and maintenance(b)
92  92 
Depreciation and amortization
67  66 
Taxes other than income taxes and other
Total operating expenses – net 168  163 
OPERATING INCOME 78  49 
OTHER INCOME (DEDUCTIONS)
Interest expense
504  (839)
Equity in earnings of equity method investees
43  18 
Equity in earnings (losses) of non-economic ownership interests
14  (23)
Other – net — 
Total other income (deductions) – net 563  (844)
INCOME (LOSS) BEFORE INCOME TAXES 641  (795)
INCOME TAX EXPENSE (BENEFIT) 70  (75)
NET INCOME (LOSS)(c)
571  (720)
NET INCOME ATTRIBUTABLE TO PREFERRED DISTRIBUTIONS —  (2)
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS (369) 500 
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
$ 202  $ (222)
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP – basic $ 2.66  $ (3.39)
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP – assuming dilution $ 2.66  $ (3.39)
____________________
(a)    Includes related party revenues of $34 million and $4 million for the three months ended March 31, 2021 and 2020, respectively.
(b)    Includes O&M expenses related to renewable energy projects of $43 million and $50 million for the three months ended March 31, 2021 and 2020, respectively. Includes O&M expenses related to the Texas pipelines of $13 million and $11 million for the three months ended March 31, 2021 and 2020, respectively. Total O&M expenses presented include related party amounts of $45 million and $32 million for the three months ended March 31, 2021 and 2020, respectively.
(c)    Comprehensive income (loss), including comprehensive income (loss) attributable to noncontrolling interests and NextEra Energy Partners, LP, is the same as reported net income (loss).















This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2020 Form 10-K.
7

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)

March 31,
2021
December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents $ 110  $ 108 
Accounts receivable 101  83 
Other receivables 156  155 
Due from related parties 122  28 
Inventory 24  24 
Other 16  16 
Total current assets 529  414 
Other assets:
Property, plant and equipment – net 7,103  7,163 
Intangible assets – PPAs – net 1,546  1,572 
Intangible assets – customer relationships – net 606  610 
Goodwill 609  609 
Investments in equity method investees 1,830  1,814 
Deferred income taxes 190  249 
Other 153  131 
Total other assets 12,037  12,148 
TOTAL ASSETS $ 12,566  $ 12,562 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 137  $ 143 
Due to related parties 68  66 
Current portion of long-term debt 12  12 
Accrued interest 17  25 
Derivatives 21  20 
Accrued property taxes 12  22 
Other 49  62 
Total current liabilities 316  350 
Other liabilities and deferred credits:
Long-term debt 3,541  3,376 
Asset retirement obligation 140  144 
Derivatives 247  782 
Due to related parties 35  33 
Other 166  170 
Total other liabilities and deferred credits 4,129  4,505 
TOTAL LIABILITIES 4,445  4,855
COMMITMENTS AND CONTINGENCIES
EQUITY
Common units (75.9 and 75.9 units issued and outstanding, respectively)
2,460  2,362 
Accumulated other comprehensive loss (8) (8)
Noncontrolling interests 5,669  5,353 
TOTAL EQUITY 8,121  7,707 
TOTAL LIABILITIES AND EQUITY $ 12,566  $ 12,562 




This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2020 Form 10-K.
8

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Three Months Ended March 31,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 571  $ (720)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
67  66 
Intangible amortization – PPAs 26  26 
Change in value of derivative contracts
(540) 795 
Deferred income taxes
70  (75)
Equity in earnings of equity method investees, net of distributions received
(4)
Equity in losses of non-economic ownership interests
(14) 23 
Other – net
Changes in operating assets and liabilities:
Current assets (50)
Current liabilities
(24) (31)
Noncurrent liabilities
—  (1)
Net cash provided by operating activities
104  99 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures and other investments
(45) (52)
Payments to related parties under CSCS agreement – net (74) (48)
Distributions from equity method investee
— 
    Other 12 
Net cash used in investing activities (107) (88)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net
Issuances of long-term debt
102  57 
Retirements of long-term debt
(2) (11)
 Debt issuance costs (1) (1)
Partner contributions
— 
Partner distributions
(117) (97)
Preferred unit distributions
—  (2)
Proceeds from differential membership investors
41  46 
Payments to differential membership investors
(6) (6)
    Payments to Class B noncontrolling interest investors (14) (10)
Change in amounts due to related parties
(1) (1)
Other (1) — 
Net cash provided by (used in) financing activities (20)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (9)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD 112  132 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD $ 113  $ 123 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Partner noncash distributions
$ $ — 
Change in noncash investments in equity method investees - net
$ $ — 
Accrued property and other additions $ 21  $ 31 
    Accrued preferred distributions $ —  $










This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2020 Form 10-K.
9

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)


Common Units
Units Amount Accumulated Other Comprehensive Loss Noncontrolling
Interests
Total Equity
Balances, December 31, 2020 75.9  $ 2,362  $ (8) $ 5,353  $ 7,707 
Net income —  202  —  369  571 
Related party distributions —  —  —  (72) (72)
Changes in non-economic ownership interests —  —  —  (3) (3)
Other differential membership investment activity —  —  —  35  35 
Payments to Class B noncontrolling interest investors —  —  —  (14) (14)
Distributions to unitholders(a)
—  (47) —  —  (47)
Adoption of accounting standards update(b)
—  (57) —  —  (57)
Other —  —  — 
Balances, March 31, 2021 75.9  $ 2,460  $ (8) $ 5,669  8,121 
_________________________
(a)    Distributions per common unit of $0.6150 were paid during the three months ended March 31, 2021.
(b)    See Note 7 for further discussion. Includes deferred tax impact of approximately $7 million.




Preferred Units Common Units Accumulated
Other
Units Amount Units Amount Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balances, December 31, 2019 4.7  $ 183  65.5  $ 2,008  $ (8) $ 4,883  $ 7,066 
Net income (loss) —  —  (222) —  (500) (720)
Related party contributions —  —  —  —  — 
Related party distributions —  —  —  —  —  (62) (62)
Other differential membership investment activity —  —  —  —  —  40  40 
Payments to Class B noncontrolling interest investors —  —  —  —  —  (10) (10)
Distributions to unitholders(a)
—  (2) —  (35) —  —  (37)
Other —  —  —  (1) —  —  (1)
Balances, March 31, 2020 4.7  $ 183  65.5  $ 1,750  $ (8) $ 4,354  $ 6,279 
_____________________________
(a)    Distributions per common unit of $0.5330 were paid during the three months ended March 31, 2020.























This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2020 Form 10-K.
10


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The accompanying condensed consolidated financial statements should be read in conjunction with the 2020 Form 10-K. In the opinion of NEP management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Acquisitions
In December 2020, a subsidiary of NEP (the Wilmot purchaser) completed the acquisition from NEER (2020 acquisition) of 100% of the membership interests in Wilmot Energy Center, LLC (Wilmot) and 100% of the Class C membership interests in Pine Brooke Class A Holdings, LLC (Pine Brooke Holdings). Wilmot is an approximately 100 MW solar generation facility and 30 MW battery storage facility under construction in Arizona with an expected in service date in the second quarter of 2021. NEER has agreed to continue to manage the construction of Wilmot at its own cost, and to contribute to Wilmot any capital necessary for the construction of the project. If Wilmot does not achieve commercial operation by June 30, 2021, the Wilmot purchaser will have the right to require NEER to repurchase the ownership interests in Wilmot for the same purchase price paid by the Wilmot purchaser. The Class C membership interests in Pine Brooke Holdings represent an indirect 40% noncontrolling ownership interest in each of:

Soldier Creek Wind, LLC, a project company that owns an approximately 300 MW wind generation facility located in Kansas;
Ponderosa Wind, LLC, a project company that owns an approximately 200 MW wind generation facility located in Oklahoma;
Blue Summit III Wind, LLC, a project company that owns an approximately 200 MW wind generation facility located in Texas;
Saint Solar, LLC, a project company that owns an approximately 100 MW solar generation facility located in Arizona;
Taylor Creek Solar, LLC, a project company that owns an approximately 75 MW solar generation facility located in Florida;
Harmony Florida Solar, LLC, a project company that owns an approximately 75 MW solar generation facility located in Florida; and
Sanford Airport Solar, LLC, a project company that owns an approximately 49 MW solar generation facility located in Maine.

NEP's ownership interest in Pine Brooke Holdings is reflected as investments in equity method investees.

In April 2021, an indirect subsidiary of NEP entered into multiple purchase and sale agreements to acquire 100% of the ownership interests in each of:

Highview Power Holdings, LLC, which indirectly owns a 150 MW wind generation facility (Alta Wind VIII) located in California;
Brookfield Windstar Holding, LLC, which indirectly owns a 120 MW wind generation facility (Windstar) located in California;
Brookfield Coram Wind Development, LLC, which indirectly owns a 22 MW wind generation facility (Coram) located in California; and
BAIF Granite Holdings, LLC, which indirectly owns a 99 MW wind generation facility (Granite) located in New Hampshire.

NEP expects to complete the acquisition in the third quarter of 2021, subject to customary closing conditions and the receipt of certain regulatory approvals, for a base purchase price of approximately $733 million, subject to closing adjustments.

2. Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. NEP's operating revenues are generated primarily from various non-affiliated parties under PPAs and natural gas transportation agreements. NEP's operating revenues from contracts with customers are partly offset by the amortization of intangible assets - PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs, or natural gas transportation services are performed. NEP believes that the obligation to deliver energy and provide the natural gas transportation services is satisfied over time as the customer simultaneously receives and consumes benefits provided by NEP. In addition, NEP believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. Included in NEP’s operating revenues for the three months ended March 31, 2021 is $149 million and $60 million, and for the three months ended March 31, 2020 is $151 million and $54 million, of revenue from contracts with customers for renewable energy sales and natural
11


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
gas transportation services, respectively. NEP's accounts receivable are primarily associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of NEP's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
NEP recognizes revenues as energy and any related renewable energy attributes are delivered or natural gas transportation services are performed, consistent with the amounts billed to customers based on rates stipulated in the respective PPAs. NEP considers the amount billed to represent the value of energy delivered or services provided to the customer. NEP’s customers typically receive bills monthly with payment due within 30 days.
The contracts with customers related to pipeline service revenues contain a fixed price related to firm natural gas transportation capacity with maturity dates ranging from 2021 to 2035. At March 31, 2021, NEP expects to record approximately $1.9 billion of revenues over the remaining terms of the related contracts as the capacity is provided. Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2026 to 2046, will vary based on the volume of energy delivered. At March 31, 2021, NEP expects to record approximately $199 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

3. Derivative Instruments and Hedging Activity

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities on its condensed consolidated balance sheets and measures them at fair value each reporting period. NEP does not utilize hedge accounting for its derivative instruments. All changes in the derivatives' fair value are recognized in interest expense in the condensed consolidated statements of income (loss). At March 31, 2021 and December 31, 2020, the net notional amounts of the interest rate contracts were approximately $7,094 million and $7,088 million, respectively.

At March 31, 2021, NEP's AOCI does not include any amounts related to cash flow hedges. Cash flows from the interest rate contracts are reported in cash flows from operating activities in the condensed consolidated statements of cash flows.

Fair Value Measurement of Derivative Instruments - The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEP uses several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

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

12


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at March 31, 2021 and December 31, 2020, as required by disclosure rules, as well as the location of the net derivative positions, based on the expected timing of future payments, on NEP's condensed consolidated balance sheets.

March 31, 2021
Level 1 Level 2 Level 3
Netting(a)
Total
(millions)
Assets:
Interest rate contracts $ —  $ 55  $ —  $ (49) $
Liabilities:
Interest rate contracts $ —  $ 317  $ —  $ (49) $ 268 
Net fair value by balance sheet line item:
Noncurrent other assets $
Total derivative assets $
Current derivative liabilities $ 21 
Noncurrent derivative liabilities 247 
Total derivative liabilities $ 268 

December 31, 2020
Level 1 Level 2 Level 3
Netting(a)
Total
(millions)
Assets:
Interest rate contracts $ —  $ 47  $ —  $ (47) $ — 
Liabilities:
Interest rate contracts $ —  $ 849  $ —  $ (47) $ 802 
Net fair value by balance sheet line item:
Current derivative liabilities $ 20 
Noncurrent derivative liabilities 782 
Total derivative liabilities $ 802 
____________________
(a)    Includes the effect of the contractual ability to settle contracts under master netting arrangements.

Financial Statement Impact of Derivative Instruments - Gains (losses) related to NEP's interest rate contracts are recorded in the condensed consolidated financial statements as follows:
Three Months Ended March 31,
2021 2020
(millions)
Interest rate contracts:
Gains (losses) recognized in interest expense $ 535  $ (795)

Credit-Risk-Related Contingent Features - Certain of NEP's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At March 31, 2021 and December 31, 2020, the aggregate fair value of NEP's derivative instruments with contingent risk features that were in a liability position was approximately $287 million and $769 million, respectively.

4. Non-Derivative Fair Value Measurements

Non-derivative fair value measurements consist of NEP's cash equivalents. The fair value of these financial assets is determined using the valuation techniques and inputs as described in Note 3 - Fair Value Measurement of Derivative Instruments. The fair value of money market funds that are included in cash and cash equivalents, current other assets and noncurrent other assets on NEP's condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.
13


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Recurring Non-Derivative Fair Value Measurements - NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:
March 31, 2021 December 31, 2020
Level 1
Level 2 Total Level 1 Level 2 Total
(millions)
Assets:
Cash equivalents
$ $ —  $ $ $ —  $
Total assets
$ $ —  $ $ $ —  $

Financial Instruments Recorded at Other than Fair Value - The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:
March 31, 2021 December 31, 2020
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(millions)
Long-term debt, including current maturities(a)
$ 3,553  $ 3,711  $ 3,388  $ 3,529 
____________________
(a)    At March 31, 2021 and December 31, 2020, approximately $3,686 million and $3,503 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). At March 31, 2021, approximately $637 million of the fair value relates to the 2020 convertible notes and is estimated using Level 2.

5. Income Taxes

Income taxes are calculated for NEP as a single taxpaying corporation for U.S. federal and state income taxes (based on NEP's election to be taxed as a corporation). NEP recognizes in income its applicable ownership share of U.S. income taxes due to the disregarded tax status of substantially all of the U.S. projects under NEP OpCo. Net income or loss attributable to noncontrolling interests includes minimal U.S. taxes.

The effective tax rate for the three months ended March 31, 2021 was approximately 11% and for the three months ended March 31, 2020 was approximately 9%. The effective tax rate is below the U.S. statutory rate of 21% primarily due to tax expense (benefit) attributable to noncontrolling interests of approximately $(78) million for the three months ended March 31, 2021 and $105 million for the three months ended March 31, 2020.

6. Variable Interest Entities

NEP has identified NEP OpCo, a limited partnership with a general partner and limited partners, as a VIE. NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At March 31, 2021, NEP owned an approximately 42.8% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 57.2% limited partner interest in NEP OpCo (NEE's noncontrolling interest). The assets and liabilities of NEP OpCo as well as the operations of NEP OpCo represent substantially all of NEP's assets and liabilities and its operations.

At March 31, 2021, NEP OpCo consolidated 13 VIEs related to certain subsidiaries which have sold differential membership interests in entities which own and operate 23 wind generation facilities as well as one solar facility that is under construction (see Note 1). These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment - net, and liabilities, primarily asset retirement obligation and noncurrent due to related parties, of the VIEs, totaled approximately $5,277 million and $135 million, respectively, at March 31, 2021 and $5,299 million and $224 million, respectively, at December 31, 2020.

At March 31, 2021, NEP OpCo also consolidated five VIEs related to the sales of noncontrolling Class B interests in certain subsidiaries (see Note 10 - Noncontrolling Interests) which have ownership interests in and operate wind and solar facilities with a combined net generating capacity of approximately 3,704 MW as well as ownership interests in eight natural gas pipeline assets. These entities are considered VIEs because the holders of the noncontrolling Class B interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment - net and intangible assets - PPAs, and the liabilities, primarily long-term debt, other long-term liabilities and asset retirement obligation, of the VIEs totaled approximately $9,421 million and $1,362 million, respectively, at March 31, 2021 and $9,410 million and $1,502 million, respectively, at December 31, 2020. Certain of these VIEs include four other VIEs related to NEP's ownership interests in Rosmar, Silver State, Meade and Pine Brooke Holdings (see Note 1). In addition, certain of these VIEs contain entities which have sold differential membership interests and approximately $2,686 million and $2,694 million of assets and $72 million and
14


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
$153 million of liabilities are also included in the disclosure of the VIEs related to differential membership interests at March 31, 2021 and December 31, 2020, respectively.

NEP has an indirect equity method investment in three NEER solar projects with a total generating capacity of 277 MW. Through a series of transactions, a subsidiary of NEP issued 1,000,000 NEP OpCo Class B Units, Series 1 and 1,000,000 NEP OpCo Class B Units, Series 2, to NEER for approximately 50% of the ownership interests in the three solar projects (non-economic ownership interests). NEER, as holder of the NEP OpCo Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to NEP OpCo. NEER has agreed to indemnify NEP against all risks relating to NEP’s ownership of the projects until NEER offers to sell economic interests to NEP and NEP accepts such offer, if NEP chooses to do so. NEER has also agreed to continue to manage the operation of the projects at its own cost, and to contribute to the projects any capital necessary for the operation of the projects, until NEER offers to sell economic interests to NEP and NEP accepts such offer. At March 31, 2021 and December 31, 2020, NEP's equity method investment related to the non-economic ownership interests of approximately $11 million and $10 million, respectively, is reflected as noncurrent other assets and $11 million and $21 million, respectively, is reflected as noncurrent other liabilities on the condensed consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

7. Debt

Significant long-term debt issuances and borrowings by subsidiaries of NEP during the three months ended March 31, 2021 were as follows:
Date Issued/Borrowed
Debt Issuances/Borrowings Interest
Rate
Principal
Amount
Maturity
Date
(millions)
February 2021 NEP OpCo senior secured revolving credit facility
Variable(a)
$ 90 
(b)
2026
January 2021 - March 2021 Senior secured limited-recourse debt
Variable(a)
$ 12 
(c)
2026
————————————
(a)Variable rate is based on an underlying index plus a margin.
(b)At March 31, 2021, $90 million of borrowings were outstanding and approximately $115 million of letters of credit were issued under the NEP OpCo credit facility. Approximately $4 million of the outstanding borrowings have a maturity date in 2025.
(c)At March 31, 2021, approximately $851 million of borrowings were outstanding under the existing credit agreement of the Meade purchaser and Pipeline Investment Holdings, LLC (Meade credit agreement).

In February 2021, NEP OpCo and its direct subsidiary entered into an amendment of their existing revolving credit facility. The amendments to the revolving credit facility include, among other things, an extension of the maturity from February 2025 to February 2026 for essentially all of the NEP OpCo credit facility.

NEP OpCo and its subsidiaries' secured long-term debt agreements are secured by liens on certain assets and contain provisions which, under certain conditions, could restrict the payment of distributions or related party fee payments. At March 31, 2021, NEP and its subsidiaries were in compliance with all financial debt covenants under their financings.

On January 1, 2021, NEP adopted an accounting standards update which updated the accounting guidance for financial instruments with the characteristics of liabilities and equity, including debt with conversion options and other equity-linked instruments such as the $600 million in principal amount of senior unsecured convertible notes issued in December 2020 (2020 convertible notes). NEP adopted the standards update by applying it retrospectively with the cumulative effect recognized as of January 1, 2021 (modified retrospective approach). Upon adoption, NEP reclassified approximately $64 million related to the embedded conversion feature for the 2020 convertible notes from common units equity to long-term debt.

8. Equity

Distributions - On April 20, 2021, the board of directors of NEP authorized a distribution of $0.6375 per common unit payable on May 14, 2021 to its common unitholders of record on May 6, 2021.

Earnings (Loss) Per Unit - Diluted earnings (loss) per unit is based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of the convertible notes and preferred units. The dilutive effect of the 2020 convertible notes, and for the prior year period, the 2017 convertible notes and preferred units, is computed using the if-converted method.

15


NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The reconciliation of NEP's basic and diluted earnings (loss) per unit for the three months ended March 31, 2021 and 2020 is as follows:
Three Months Ended March 31,
2021 2020
(millions, except per unit amounts)
Numerator:
Net income (loss) attributable to NEP – basic $ 202  $ (222)
Adjustments for 2017 convertible notes and preferred units(a)
—  — 
Net income (loss) attributable to NEP used to compute diluted earnings (loss) per unit $ 202  $ (222)
Denominator:
Weighted-average number of common units outstanding – basic 75.9  65.5 
Effect of dilutive convertible notes and preferred units(a)
0.1  — 
Weighted-average number of common units outstanding and assumed conversions 76.0  65.5 
Earnings (loss) per unit attributable to NEP:
Basic $ 2.66  $ (3.39)
Assuming dilution $ 2.66  $ (3.39)
————————————
(a)Due to the net losses incurred during the three months ended March 31, 2020, the weighted-average number of common units issuable pursuant to the 2017 convertible notes and preferred units totaling approximately 10.3 million were not included in the calculation of diluted loss per unit due to their antidilutive effect.

Accumulated Other Comprehensive Income (Loss) - During the three months ended March 31, 2021 and 2020, NEP did not recognize any other comprehensive income (loss). At March 31, 2021 and 2020, NEP's accumulated other comprehensive loss totaled approximately $20 million and $22 million, respectively, of which $12 million and $14 million, respectively, was attributable to noncontrolling interest and $8 million and $8 million, respectively, was attributable to NEP.

9. Related Party Transactions

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in the condensed consolidated statements of income (loss). Additionally, certain NEP subsidiaries pay affiliates for transmission and retail power services which are reflected as operations and maintenance in the condensed consolidated statements of income (loss). Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER.

Management Services Agreement - Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to NEP, including managing NEP’s day-to-day affairs and providing individuals to act as NEP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo also makes certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders. NEP’s O&M expenses for the three months ended March 31, 2021 include approximately $31 million and for the three months ended March 31, 2020 include $26 million related to the MSA.

Cash Sweep and Credit Support Agreement - NEP OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s O&M expenses for the three months ended March 31, 2021 include approximately $1 million and for the three months ended March 31, 2020 include $1 million related to the CSCS agreement.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) from NEP OpCo under the CSCS agreement, or its subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo
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NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER or its affiliates in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings. At March 31, 2021 and December 31, 2020, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $84 million and $10 million, respectively, and are included in due from related parties on the condensed consolidated balance sheets.

Guarantees and Letters of Credit Entered into by Related Parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above. At March 31, 2021, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $566 million related to these obligations. Agreements related to the sale of differential membership interests require NEER to guarantee payments due by the VIEs and the indemnifications to the VIEs' respective investors. At March 31, 2021, NEER guaranteed a total of approximately $11 million related to these obligations.

Due to Related Parties - Noncurrent amounts due to related parties on the condensed consolidated balance sheets primarily represent amounts owed by certain of NEP's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in noncurrent other assets on the condensed consolidated balance sheets.

Transportation and Fuel Management Agreements - A subsidiary of NEP assigned to a subsidiary of NEER certain gas commodity agreements in exchange for entering into transportation agreements and a fuel management agreement whereby the benefits of the gas commodity agreements (net of transportation paid to the NEP subsidiary) are passed back to the NEP subsidiary. NEP recognized revenues related to the transportation and fuel management agreements of approximately $33 million during the three months ended March 31, 2021 and $4 million during the three months ended March 31, 2020. The increase in the recognized revenues for the three months ended March 31, 2021 primarily relates to higher demand and the related impact on natural gas prices during extreme winter weather experienced primarily in Texas during February 2021 (February weather event). At March 31, 2021, current due from related parties on the condensed consolidated balance sheets includes approximately $29 million related to the benefits of the gas commodity agreements, of which $16 million was repaid as of April 23, 2021.

10. Summary of Significant Accounting and Reporting Policies

Restricted Cash - At March 31, 2021 and December 31, 2020, NEP had approximately $3 million and $4 million, respectively, of restricted cash included in current other assets on NEP's condensed consolidated balance sheets. Restricted cash at March 31, 2021 and December 31, 2020 is primarily related to collateral deposits from a counterparty. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Property, Plant and Equipment - Property, plant and equipment consists of the following:


March 31, 2021 December 31, 2020
(millions)
Property, plant and equipment, gross $ 8,607  $ 8,606 
Accumulated depreciation (1,504) (1,443)
Property, plant and equipment - net $ 7,103  $ 7,163 
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NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Noncontrolling Interests - At March 31, 2021, the Class B noncontrolling ownership interests (the Class B noncontrolling ownership interests in NEP Renewables, NEP Renewables II, NEP Pipelines, STX Midstream and Genesis Holdings owned by third parties), the differential membership interests, NEE's approximately 57.2% noncontrolling limited partner interest in NEP OpCo and NEER's approximately 50% noncontrolling ownership interest in Silver State, as well as a third party's 10% interest in one of the Texas pipelines and the non-economic ownership interests are reflected as noncontrolling interests on the condensed consolidated balance sheets. The impact of the net income (loss) attributable to the differential membership interests and the Class B noncontrolling ownership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to NEP based on the respective ownership percentage of NEP OpCo. Details of the activity in noncontrolling interests are below:
 Class B Noncontrolling Ownership Interests
Differential Membership Interests Noncontrolling Ownership Interests in NEP OpCo and Silver State Other Noncontrolling Ownership Interests Total Noncontrolling
Interests
Three months ended March 31, 2021 (millions)
Balances, December 31, 2020 $ 3,551  $ 1,758  $ (14) $ 58  $ 5,353 
Net income (loss) attributable to NCI 67  (77) 363  16  369 
Related party distributions —  —  (71) (1) (72)
Changes in non-economic ownership interests
—  —  —  (3) (3)
Differential membership investment contributions, net of distributions
—  35  —  —  35 
Payments to Class B noncontrolling interest investors
(14) —  —  —  (14)
Other
(1) — 
Balances, March 31, 2021 $ 3,605  $ 1,715  $ 279  $ 70  $ 5,669 

 Class B Noncontrolling Ownership Interests Differential Membership Interests Noncontrolling Ownership Interests in NEP OpCo and Silver State Other Noncontrolling Ownership Interests Total Noncontrolling
Interests
Three months ended March 31, 2020 (millions)
Balances, December 31, 2019 $ 2,628  $ 1,798  $ 389  $ 68  $ 4,883 
Net income (loss) attributable to NCI 52  (71) (459) (22) (500)
Related party contributions —  —  — 
Related party distributions —  —  (60) (2) (62)
Differential membership investment contributions, net of distributions
—  40  —  —  40 
Payments to Class B noncontrolling interest investors (10) —  —  —  (10)
Balances, March 31, 2020 $ 2,670  $ 1,767  $ (130) $ 47  $ 4,354 


11. Commitments and Contingencies
Development, Engineering and Construction Commitments - At March 31, 2021, an indirect subsidiary of NEP had a funding commitment related to a pipeline expansion project. As of March 31, 2021, the NEP subsidiary had invested approximately $42 million related to the expansion project which is reflected as investments in equity method investees on the condensed consolidated balance sheets. As of March 31, 2021, the NEP subsidiary has a remaining commitment of approximately $48 million.

Coronavirus Pandemic - NEP is closely monitoring the global outbreak of the novel coronavirus (COVID-19) and is taking steps intended to mitigate the potential risks to NEP posed by COVID-19. NEP has implemented its pandemic plan, which includes various processes and procedures intended to limit the impact of COVID-19 on its business. These processes and procedures include the pandemic plan implemented by NEER related to services NEER provides to NEP. To date, there has been no material impact on NEP's operations, financial performance, or liquidity as a result of COVID-19; however, the ultimate severity or duration of the outbreak or its effects on the global, national or local economy, the capital and credit markets, the services NEER provides to NEP, or NEP's customers and suppliers is uncertain. NEP cannot predict whether COVID-19 will have a material impact on its business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.
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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

NEP is a growth-oriented limited partnership formed to acquire, manage and own contracted clean energy projects with stable long-term cash flows. NEP consolidates the results of NEP OpCo and its subsidiaries through its controlling interest in the general partner of NEP OpCo. At March 31, 2021, NEP owned an approximately 42.8% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 57.2% limited partner interest in NEP OpCo. Through NEP OpCo, NEP has ownership interests in a portfolio of contracted renewable generation assets consisting of wind and solar projects and a portfolio of contracted natural gas pipeline assets. NEP's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2020 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period.

In December 2020, an indirect subsidiary of NEP completed the acquisition from NEER of 100% of the membership interests in Wilmot and 100% of the Class C membership interests in Pine Brooke Holdings. In April 2021, an indirect subsidiary of NEP entered into purchase and sale agreements to acquire indirect ownership interests in four wind generation facilities with a combined generating capacity of 391 MW. See Note 1.

NEP is closely monitoring the global outbreak of COVID-19 and is taking steps intended to mitigate the potential risks to NEP posed by COVID-19. See Note 11 - Coronavirus Pandemic.

Results of Operations
Three Months Ended 
 March 31,
2021 2020
(millions)
Statement of Income (Loss) Data:
OPERATING REVENUES
Renewable energy sales
$ 155  $ 157 
Texas pipelines service revenues
91  55 
Total operating revenues 246  212 
OPERATING EXPENSES
 Operations and maintenance 92  92 
Depreciation and amortization
67  66 
Taxes other than income taxes and other
Total operating expenses – net 168  163 
OPERATING INCOME 78  49 
OTHER INCOME (DEDUCTIONS)
Interest expense
504  (839)
Equity in earnings of equity method investees
43  18 
Equity in earnings (losses) of non-economic ownership interests
14  (23)
Other – net — 
Total other income (deductions) – net 563  (844)
INCOME (LOSS) BEFORE INCOME TAXES 641  (795)
INCOME TAX EXPENSE (BENEFIT) 70  (75)
NET INCOME (LOSS) 571  (720)
NET INCOME ATTRIBUTABLE TO PREFERRED DISTRIBUTIONS —  (2)
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS (369) 500 
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
$ 202  $ (222)

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Operating Revenues

Operating revenues increased $34 million for the three months ended March 31, 2021. Texas pipelines service revenues increased approximately $36 million during the three months ended March 31, 2021 primarily reflecting increases of $30 million related to higher revenues under transportation and fuel management agreements during the February weather event (see
19


Note 9 - Transportation and Fuel Management Agreements) and $6 million related to higher revenues associated with a pipeline expansion project that went into service in the third quarter of 2020.

Operating Expenses

Operations and Maintenance
O&M expenses were flat during the three months ended March 31, 2021 primarily reflecting an increase of $5 million in higher IDR fees related to growth in NEP's distributions to its common unitholders, which were offset by decreases in other project operating expenses.

Other Income (Deductions)

Interest Expense
The decrease in interest expense of approximately $1,343 million during the three months ended March 31, 2021 primarily reflects $1,330 million of favorable mark-to-market activity ($535 million of gains recorded in 2021 compared to $795 million of losses in 2020) and decreased interest expense due to lower debt balances.

Equity in Earnings of Equity Method Investees
Equity in earnings of equity method investees increased approximately $25 million during the three months ended March 31, 2021 primarily due to $18 million of earnings related to the ownership interests in Pine Brooke Holdings acquired in December 2020 (see Note 1) as well as an increase of approximately $7 million in earnings primarily related to the ownership interest in Desert Sunlight.

Equity in Earnings (Losses) of Non-Economic Ownership Interests
NEP recognized approximately $14 million of equity in earnings of non-economic ownership interests during the three months ended March 31, 2021 compared to $23 million of losses in the prior year period. The change primarily reflects favorable mark-to-market activity in 2021 compared to unfavorable mark-to-market activity in 2020.

Income Taxes

For the three months ended March 31, 2021, NEP recorded an income tax expense of approximately $70 million on income before income taxes of $641 million, resulting in an effective tax rate of 11%. The tax expense is comprised primarily of income tax expense of approximately $135 million at the statutory rate of 21% and $12 million of state taxes, partly offset by $78 million of income tax benefit attributable to noncontrolling interests.

For the three months ended March 31, 2020, NEP recorded income tax benefit of approximately $75 million on loss before income taxes of $795 million, resulting in an effective tax rate of 9%. The tax benefit is comprised primarily of income tax benefit of approximately $167 million at the statutory rate of 21% and $12 million of state tax benefit, partly offset by $105 million of income tax attributable to noncontrolling interests.

Net Loss (Income) Attributable to Noncontrolling Interests

For the three months ended March 31, 2021 and 2020, net loss (income) attributable to noncontrolling interests reflects the net income or loss attributable to NEE Equity's noncontrolling interest in NEP OpCo, a third party's 10% interest in one of the Texas pipelines, the loss allocated to differential membership interest investors, the income allocated to the Class B noncontrolling interests and NEER's approximately 50% noncontrolling interest in Silver State. The net income attributable to noncontrolling interests in 2021 compared to net loss attributable to noncontrolling interests in 2020 primarily reflects the net income allocation to NEE Equity's noncontrolling interest compared to the allocation of losses in the prior year. See Note 10 - Noncontrolling Interests.

Liquidity and Capital Resources

NEP’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 9, maintenance capital expenditures, debt service payments (see Note 7) and distributions to common unitholders and holders of noncontrolling interests (see Note 8 and Note 10 - Noncontrolling Interests). NEP expects to satisfy these requirements primarily with internally generated cash flow. In addition, as a growth-oriented limited partnership, NEP expects from time to time to make acquisitions and other investments (see Note 11 - Development, Engineering and Construction Commitments). These acquisitions and investments are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness, issuances of additional NEP common units or preferred units, capital raised pursuant to other financing structures, cash on hand and cash generated from operations.

These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs, although its ability to make future acquisitions, fund additional expansion or repowering of existing projects and increase its distributions to common unitholders will depend on its ability to access capital on acceptable terms.

20


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

NEP OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by NEP OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. NEP OpCo will have a claim for any funds that NEER fails to return:

•    when required by its subsidiaries’ financings;
•    when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;
•    when funds are required to be returned to NEP OpCo; or
•    when otherwise demanded by NEP OpCo.

In addition, NEER and certain of its affiliates may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its affiliates and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER in the amount of such withdrawn funds.

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

Liquidity Position

At March 31, 2021, NEP's liquidity position was approximately $1,584 million. The table below provides the components of NEP’s liquidity position:
March 31, 2021 Maturity Date
(millions)
Cash and cash equivalents
$ 110 
Amounts due under the CSCS agreement
84 
Revolving credit facilities(a)
1,250  2026
Less borrowings
(90)
Less issued letters of credit (115)
Genesis Holdings final funding(b)
345 
Total $ 1,584 
____________________
(a)    Excludes certain credit facilities due to restrictions on the use of the borrowings.
(b)    Expected to be received in the second quarter of 2021.

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

Financing Arrangements

In February 2021, NEP OpCo and its direct subsidiary entered into an amendment of their existing revolving credit facility to extend the maturity date to February 2026. During the three months ended March 31, 2021, $90 million was drawn under the NEP OpCo revolving credit facility. In addition, approximately $12 million was borrowed under the Meade credit agreement for the Meade expansion and $2 million was repaid. See Note 7.

NEP OpCo and certain indirect subsidiaries are subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of NEP's financings provide for interest payable at a fixed interest rate. However, certain of NEP's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financings, each project will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project-level financing’s covenants. For the majority of the project-level financings, minimum debt service coverage ratios must be satisfied in order to make a distribution. For one project-level financing, the project must maintain a leverage ratio and an interest coverage ratio in order to
21


make a distribution. At March 31, 2021, NEP's subsidiaries were in compliance with all financial debt covenants under their financings.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including construction expenditures that are expected to increase NEP OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the three months ended March 31, 2021 and 2020, NEP had capital expenditures of approximately $45 million and $52 million, respectively, primarily reflecting costs associated with the repowering of certain wind facilities and expansion projects at certain pipelines. In the third and fourth quarters of 2020, an expansion investment at one of the Texas pipelines and the repowered wind generation facilities were placed in service. NEP expects to make additional investments associated with its ownership interests in Meade related to an expansion scheduled for commercial operation by mid-2022. See Note 11 - Development, Engineering and Construction Commitments. These estimates are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

During the three months ended March 31, 2021, NEP distributed approximately $47 million to its common unitholders. On April 20, 2021, the board of directors of NEP authorized a distribution of $0.6375 per common unit payable on May 14, 2021 to its common unitholders of record on May 6, 2021.

Cash Flows

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

The following table reflects the changes in cash flows for the comparative periods:
2021 2020
Change
(millions)
Three Months Ended March 31,
Net cash provided by operating activities
$ 104  $ 99  $
Net cash used in investing activities $ (107) $ (88) $ (19)
Net cash provided by (used in) financing activities $ $ (20) $ 24 

Net Cash Provided by Operating Activities

The increase in net cash provided by operating activities was primarily driven by higher operating income, lower interest payments and higher distributions from equity method investees, partly offset by working capital timing differences.

Net Cash Used in Investing Activities
2021 2020
(millions)
Three Months Ended March 31,
Capital expenditures and other investments $ (45) $ (52)
Payments to related parties under CSCS agreement – net (74) (48)
Distributions from equity method investee — 
    Other
12 
Net cash used in investing activities $ (107) $ (88)

The increase in net cash used in investing activities was primarily driven by higher cash sweeps under the CSCS agreement in 2021, partly offset by lower capital expenditures in 2021 primarily related to the completion of one of the pipeline expansion projects and the repowering of certain wind facilities in the third and fourth quarters of 2020 (see Capital Expenditures).

22


Net Cash Provided by (Used in) Financing Activities
2021 2020
(millions)
Three Months Ended March 31,
Proceeds from issuance of common units – net $ $
Issuances (retirements) of long-term debt - net 100  46 
Partner contributions — 
Partner distributions (117) (97)
Change in amounts due to related parties (1) (1)
Proceeds related to differential membership interests - net 35  40 
Proceeds (payments) related to Class B noncontrolling interests - net (14) (10)
    Other
(2) (3)
Net cash provided by (used in) financing activities $ $ (20)

The change in net cash provided by (used in) financing activities primarily reflects the higher net issuances of long-term debt in 2021 (see Note 7) compared to 2020, partly offset by higher partner distributions.


Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 3).

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At March 31, 2021, approximately 2% of the long-term debt, including current maturities, was exposed to fluctuations in interest expense while the remaining balance was either fixed rate debt or financially hedged. At March 31, 2021, the estimated fair value of NEP's long-term debt was approximately $3.7 billion and the carrying value of the long-term debt was $3.6 billion. See Note 4 - Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the fair value of NEP's long-term debt would increase by approximately $32 million at March 31, 2021.

At March 31, 2021, NEP had interest rate contracts with a net notional amount of approximately $7.1 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, NEP’s net derivative liabilities at March 31, 2021 would increase by approximately $136 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. NEP monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. NEP also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4.  Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

As of March 31, 2021, NEP had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of NEP's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of NEP concluded that NEP's disclosure controls and procedures were effective as of March 31, 2021.

(b)    Changes in Internal Control Over Financial Reporting

NEP is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout NEP. However, there has been no change in NEP's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during NEP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NEP's internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None. With regard to environmental proceedings to which a governmental authority is a party, NEP's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the 2020 Form 10-K. The factors discussed in Part I, Item 1A. Risk Factors in the 2020 Form 10-K, as well as other information set forth in this report, which could materially adversely affect NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders should be carefully considered. The risks described in the 2020 Form 10-K are not the only risks facing NEP. Additional risks and uncertainties not currently known to NEP, or that are currently deemed to be immaterial, also may materially adversely affect NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.

Item 5. Other Information

(a)NEP held its 2021 Annual Meeting of Unitholders (2021 Annual Meeting) on April 20, 2021. At the 2021 Annual Meeting, NEP's unitholders elected all of NEP’s nominees for director and approved two proposals. The proposals are described in detail in NEP's definitive proxy statement on Schedule 14A for the 2021 Annual Meeting (Proxy Statement), filed with the Securities and Exchange Commission on March 4, 2021. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.

The final voting results with respect to each proposal voted upon at the 2021 Annual Meeting are set forth below.

Proposal 1

NEP's unitholders elected each of the four nominees to NEP's Board of Directors (Board) until the next annual meeting of unitholders by a majority of the votes cast, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
Susan D. Austin 59,155,214 96.1  % 2,376,720 50,539 10,554,245
Robert J. Byrne 59,142,961 96.1  % 2,382,491 57,021 10,554,245
Peter H. Kind 59,131,346 96.1  % 2,391,725 59,402 10,554,245
James L. Robo 48,197,476 79.6  % 12,361,691 1,023,306 10,554,245

Without giving effect to the voting limitation and cutbacks that apply to the election of directors as described in the Proxy Statement, the percent of the votes cast FOR Ms. Austin and Messrs. Byrne and Kind would have been 98.65% and FOR Mr. Robo would have been 92.5%.

Proposal 2

NEP's unitholders ratified the appointment of Deloitte & Touche LLP as NEP's independent registered public accounting firm for 2021, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
164,551,139 99.93% 107,943 51,000

Proposal 3

NEP's unitholders approved, by non-binding advisory vote, NEP's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
141,531,098 92.5% 11,499,777 1,124,962 10,554,245


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Item 6. Exhibits
Exhibit
Number
Description
10.1
10.2*
10.3*
31(a)
31(b)
32
101.INS XBRL Instance Document - XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL 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
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
* Incorporated herein by reference

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  April 23, 2021

NEXTERA ENERGY PARTNERS, LP
(Registrant)
JAMES M. MAY
James M. May
Controller and Chief Accounting Officer
(Principal Accounting Officer)

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Exhibit 10.1
RESTRICTED UNIT AWARD AGREEMENT

under the

NEXTERA ENERGY PARTNERS, LP 2014 LONG TERM INCENTIVE PLAN

This Restricted Unit Award Agreement (“Agreement”), between NextEra Energy Partners, LP (hereinafter called the “Company”) and #ParticipantName+C# (hereinafter called the “Grantee”) is dated #GrantDate#. All capitalized terms used in this Agreement which are not defined herein shall have the meanings ascribed to such terms in the NextEra Energy Partners, LP 2014 Long Term Incentive Plan, as amended from time to time (the “Plan”).
1.    Grant of Restricted Unit Award. The Company hereby grants to the Grantee #QuantityGranted# common units, which units (the “Awarded Units”) shall be subject to the restrictions set forth in sections 2, 3 and 4 hereof, as well as all other terms and conditions set forth in this Agreement and in the Plan. The par value of the Awarded Units shall be deemed paid by the promise by the Grantee to perform future Service to the Company or an Affiliate. Subject to the terms of section 3(d) hereof, the Grantee shall have the right to receive distributions on the Awarded Units as and when paid.
2.    Vesting–Restrictions and Limitations. (a) Subject to the limitations and other terms and conditions set forth in this Agreement and in the Plan, the Awarded Units shall vest, the Company shall remove all restrictions from the Awarded Units and the Grantee shall obtain unrestricted ownership of the Awarded Units in accordance with the schedule set forth below:
#VestQty1# units on the later to occur of (i) #VestDate1#, or (ii) the date on which the Committee makes the certification described in section 2(b)(i) hereof (the “First Vest”);
#VestQty2# units on the later to occur of (i) #VestDate2#, or (ii) the date on which the Committee makes the certification described in section 2(b)(ii) hereof (the “Second Vest”); and
#VestQty3# units on the later to occur of (i) #VestDate3#, or (ii) the date on which the Committee makes the certification described in section 2(b)(iii) hereof (the “Final Vest”).

The period from the Grant Date of any Awarded Units through the date immediately preceding the date on which such Awarded Units vest shall, with respect to such Awarded Units, be hereinafter referred to as the “Restricted Period.”
(b)    Notwithstanding the provisions of section 2(a) hereof,
(i)    The First Vest shall be conditioned on, subject to and shall not occur until certification by the Committee (by resolution or in such other manner as the Committee deems appropriate) that the performance target established by the Committee for purposes of this Agreement (such performance target being hereinafter referred to as the “Performance Target”), for {{GRANTYR}} has been achieved. If the Committee does not or cannot certify that the Performance Target has been achieved by December 31, {{1YRAFTERGRANT}},
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then the Grantee shall forfeit the right to the Awarded Units subject to the First Vest, and such Awarded Units shall be cancelled.
(ii)    The Second Vest shall be conditioned on, subject to and shall not occur until certification by the Committee (by resolution or in such other manner as the Committee deems appropriate) that the Performance Target for {{1YRAFTERGRANT}} has been achieved. If the Committee does not or cannot certify that the Performance Target has been achieved by December 31, {{2YRSAFTERGRANT}}, then the Grantee shall forfeit the right to the Awarded Units subject to the Second Vest, and such Awarded Units shall be cancelled.
(iii)    The Final Vest shall be conditioned on, subject to and shall not occur until certification by the Committee (by resolution or in such other manner as the Committee deems appropriate) that the Performance Target for {{2YRSAFTERGRANT}}has been achieved. If the Committee does not or cannot certify that the Performance Target has been achieved by December 31, {{3YRSAFTERGRANT}}, then the Grantee shall forfeit the right to the Awarded Units subject to the Final Vest, and such Awarded Units shall be cancelled.
(c)    Notwithstanding the provisions of sections 2(a), 2(b) and 4 hereof or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with NextEra Energy, Inc. (the “Corporation”) (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement then, the Awarded Units shall vest in connection with a Change of Control as defined in the Retention Agreement (“Change of Control”) as provided in, and subject to the terms and conditions of, the Retention Agreement.
(d)    Notwithstanding the provisions of sections 2(a), 2(b) and 4 hereof or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, and (ii) prior to the second anniversary of a Change in Control (as defined, as of the date hereof, in the Plan or as defined in the 2011 Long-Term Incentive Plan of the Corporation or a successor plan thereto as is in effect as of the date hereof (in either case, a “Change in Control”)), the Grantee’s Service is involuntarily terminated other than for Cause or Disability, then-unvested Awarded Units shall vest in connection with such termination.
(e)    If as a result of a Change of Control or Change in Control, as applicable, the common units are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the Awarded Units shall, to the maximum extent practicable, be made in the same form.
3.    Terms and Conditions. The Awarded Units shall be registered in the name of the Grantee effective on the Grant Date. The Company shall issue the Awarded Units either (i) in certificated form, subject to a restrictive legend substantially in the form attached hereto as Exhibit “A” and stop transfer instructions to its transfer agent, and shall provide for retention of custody of the Awarded Units prior to vesting and/or (ii) in the form of a book-entry or direct registration, subject to restrictions and instructions of like effect. Prior to vesting (and if the Awarded Units have not theretofore been forfeited in accordance herewith), the Grantee shall have the right to enjoy all unitholder rights (including without limitation the right to receive distributions (subject to forfeiture
2

as more fully set forth below) and to vote the Awarded Units at all meetings of the unitholders of the Company at which unitholders have the right to vote) with the exception that:
(a)    The Grantee shall not be entitled to delivery of Awarded Units until vesting.
(b)    The Grantee may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Awarded Units prior to vesting thereof.
(c)    In addition to the provisions set forth in section 4 hereof, a breach by the Grantee of the terms and conditions set forth in this Agreement shall result in the immediate forfeiture of all then unvested Awarded Units.
(d)    Notwithstanding anything herein to the contrary, if all or a portion of the Awarded Units do not vest, whether upon the termination of the Grantee’s Service (including without limitation Service to any successors to the Company or an Affiliate), or otherwise (including without limitation if the Company fails to meet one or more Performance Targets established as described in section 2(b) hereof or if the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof), all distributions paid to the Grantee on Awarded Units which have not vested (and which shall not thereafter vest in accordance with section 4 hereof) shall be forfeited, and shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. For purposes hereof, such obligation to repay such distributions shall accrue (1) on such date as the Committee establishes that a Performance Target has not been met, as to all distributions paid on Awarded Units which are forfeited due to failure to meet such Performance Target; (2) on the date of termination of Service, as to all distributions paid on Awarded Units which are forfeited upon such termination of Service; and (3) upon forfeiture of unvested Awarded Units upon a breach by the Grantee of the terms and conditions set forth in this Agreement (including without limitation any such forfeiture occurring after termination of Service).
4.    Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Without limiting the foregoing and for the avoidance of doubt, in the event the Grantee’s Service is terminated for Cause, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested) under this Agreement shall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows:
3

(a)    If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service.
(b)     If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved).
(c)    If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions
4

theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or the chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company.
(d)    If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues.
(e)    If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues.
(f)    As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising in connection with the termination of the Grantee’s Service.
5

5.    Income Taxes. The Grantee shall notify the Company immediately of any election made with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Units to the Grantee, the Company shall have the right to withhold from any such distribution, in order to meet the Company’s obligations for the payment of withholding taxes, common units with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.
6.    Nonassignability. The Grantee's rights and interest in the Awarded Units may not be sold, transferred, assigned, pledged, exchanged, hypothecated or otherwise disposed of prior to vesting except by will or the laws of descent and distribution.
7.    Effect Upon Employment. This Agreement is not to be construed as giving any right to the Grantee for continuous employment by the Company or a Subsidiary or other Affiliate. The Company and its Subsidiaries and other Affiliates retain the right to terminate the Grantee at will and with or without cause at any time (subject to any rights the Grantee may have under the Grantee’s Retention Agreement).
8.    Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Grantee and their respective heirs, successors and assigns.
9.    Protective Covenants. In consideration of the Awarded Units granted under this Agreement, the Grantee covenants and agrees as follows: (the “Protective Covenants”):
(a)During the Grantee's Service with the Company, and for a two-year period following the termination of the Grantee's Service with the Company, the Grantee agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Grantee or for the benefit of any third party, nor shall the Grantee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Grantee or any third party.
(b)During the Grantee's Service with the Company, and for a two-year period following the termination of the Grantee's Service with the Company, the Grantee shall not, directly or indirectly, on behalf of the Grantee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company's employ (or the employ of such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever.
(c)The Grantee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation.
6

(d)The Grantee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Grantee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company shall be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Grantee, all the Grantee’s rights to receive theretofore unvested Awarded Units and distributions relating thereto under this Agreement shall be forfeited.
(e)For purposes of this section 9, the term “Company” shall include all Subsidiaries and other Affiliates of the Company (such Subsidiaries and other Affiliates being hereinafter referred to as the “NextEra Entities”). The Company and the Grantee agree that each of the NextEra Entities is an intended third-party beneficiary of this section 9, and further agree that each of the NextEra Entities is entitled to enforce the provisions of this section 9 in accordance with its terms.
(f)Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.
10.    Incorporation of Plan's Terms; Other Governing Provisions. This Agreement is made under and subject to the provisions of the Plan, and all the provisions of the Plan are also provisions of this Agreement, provided, however, (a) if there is a difference or conflict between the provisions of this Agreement and the mandatory provisions of the Plan, such mandatory provisions of the Plan shall govern, (b) if there is a difference or conflict between the provisions of this Agreement and the non-mandatory provisions of the Plan, the provisions of this Agreement shall govern, and (c) if there is a difference or conflict between the provisions of this Agreement and/or a provision of the Plan with a provision of a Retention Agreement, such provision of such Retention Agreement shall govern. Any Retention Agreement constitutes “another agreement with the Grantee” within the meaning of the Plan (including without limitation sections 17.3 and 17.4 thereof). The Company and Committee retain all authority and powers granted by the Plan and not expressly limited by this Agreement. The Grantee acknowledges that he or she may not and shall not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Agreement.
11.    Interpretation. The Committee shall have the authority to interpret and construe all provisions of this Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or this Agreement, by the Committee shall be final, binding and conclusive, absent manifest error.
12.    Governing Law/Jurisdiction/Waiver of Jury Trial. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. All suits, actions, and proceedings relating to this Agreement or the Plan shall be brought only in the courts of the State of Florida located in Palm Beach County or in the United
7

States District Court for the Southern District of Florida in West Palm Beach, Florida. The Company and the Grantee hereby consent to the personal jurisdiction of the courts described in this section 12 for the purpose of all suits, actions, and proceedings relating to the Agreement or the Plan. The Company and the Grantee each waive all objections to venue and to all claims that a court chosen in accordance with this section 12 is improper based on a venue or a forum non conveniens claim.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT WHICH ANY PARTY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY PROCEEDING, LITIGATION OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

13.    Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Grantee.
14.    Adjustments. If the number of outstanding common units is increased or decreased or the common units are changed into or exchanged for a different number of units or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in common units effected without receipt of consideration by the Company, then the number of Awarded Units shall be adjusted proportionately. No adjustment shall be made in connection with the payment by the Company of any cash distribution on its common units or in connection with the issuance by the Company of any warrants, rights, or options to acquire additional common units or of securities convertible into common units.
15.    Data Privacy. By entering into this Agreement, the Grantee: (i) authorizes the Company or any of the NextEra Entities, and any agent of the Company or any of the NextEra Entities administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of the NextEra Entities such information and data as the Company or any such NextEra Entities shall reasonably request in order to facilitate the administration of this Agreement; and (ii) authorizes the Company or any of the NextEra Entities to store and transmit such information in electronic form, provided such information is appropriately safeguarded in accordance with Company policy.
    By signing this Agreement, the Grantee accepts and agrees to all of the foregoing terms and provisions and to all the terms and provisions of the Plan incorporated herein by reference and confirms that the Grantee has received a copy of the Plan.

8

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
NEXTERA ENERGY PARTNERS, LP

________________________________
James L. Robo
Chairman and Chief Executive Officer




________________________________
#ParticipantName#
#EmployeeID#
9



Exhibit “A”


LEGEND TO BE PLACED ON STOCK CERTIFICATE
The common units represented by this certificate are subject to the provisions of the NextEra Energy Partners, LP 2014 Long Term Incentive Plan (the “Plan”) and a Restricted Unit Award Agreement (the “Agreement”) between the holder hereof and NextEra Energy Partners, LP and may not be sold or transferred except in accordance therewith. Copies of the Plan and Agreement are kept on file by the Executive Services Department of NextEra Energy, Inc.


Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification



I, James L. Robo, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended March 31, 2021 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: April 23, 2021


JAMES L. ROBO
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP



Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification



I, Rebecca J. Kujawa, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended March 31, 2021 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: April 23, 2021


REBECCA J. KUJAWA
Rebecca J. Kujawa
Chief Financial Officer
of NextEra Energy Partners, LP



Exhibit 32







Section 1350 Certification





We, James L. Robo and Rebecca J. Kujawa, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q of NextEra Energy Partners, LP (the registrant) for the quarterly period ended March 31, 2021 (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: April 23, 2021


JAMES L. ROBO
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP

REBECCA J. KUJAWA
Rebecca J. Kujawa
Chief Financial Officer
of NextEra Energy Partners, LP

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).