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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NextEra Energy Partners LP | NYSE:NEP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.34 | -1.02% | 33.10 | 33.36 | 32.6437 | 33.36 | 933,781 | 01:00:00 |
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Commission
File
Number
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Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
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IRS Employer
Identification
Number
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1-36518
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NEXTERA ENERGY PARTNERS, LP
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30-0818558
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700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
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Large Accelerated Filer
þ
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
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Smaller Reporting Company
¨
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Emerging Growth Company
¨
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Term
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Meaning
|
2018 Form 10-K
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NEP's Annual Report on Form 10-K for the year ended December 31, 2018
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AOCI
|
accumulated other comprehensive income (loss)
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ASA
|
administrative services agreement
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BLM
|
U.S. Bureau of Land Management
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Canadian Holdings
|
NextEra Energy Canada Partners Holdings, ULC and subsidiaries
|
CITC
|
convertible investment tax credit
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COD
|
commercial operation date
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CSCS agreement
|
amended and restated cash sweep and credit support agreement
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FIT
|
Feed-in-Tariff
|
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
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limited partner interest in NEP OpCo's common units
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Management's Discussion
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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MSA
|
amended and restated management services agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP
|
MW
|
megawatt(s)
|
NEE
|
NextEra Energy, Inc.
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NEECH
|
NextEra Energy Capital Holdings, Inc.
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NEE Equity
|
NextEra Energy Equity Partners, LP
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NEE Management
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NextEra Energy Management Partners, LP
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NEER
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NextEra Energy Resources, LLC
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NEP
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NextEra Energy Partners, LP
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NEP GP
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NextEra Energy Partners GP, Inc.
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NEP OpCo
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NextEra Energy Operating Partners, LP
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NEP OpCo GP
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NextEra Energy Operating Partners GP, LLC
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NOLs
|
net operating losses
|
Note __
|
Note __ to condensed consolidated financial statements
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O&M
|
operations and maintenance
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Pemex
|
Petróleos Mexicanos
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PPA
|
power purchase agreement, which could include contracts under a FIT or RESOP
|
preferred units
|
Series A convertible preferred units representing limited partner interests in NEP
|
RESOP
|
Renewable Energy Standard Offer Program
|
SEC
|
U.S. Securities and Exchange Commission
|
Texas pipelines
|
natural gas pipeline assets located in Texas
|
Texas pipelines acquisition
|
acquisition of NET Holdings Management, LLC (the Texas pipeline business)
|
Texas pipeline entities
|
the subsidiaries of NEP that directly own the Texas pipelines
|
U.S.
|
United States of America
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U.S. Project Entities
|
project entities located within the U.S.
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VIE
|
variable interest entity
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Page No.
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PART I - FINANCIAL INFORMATION
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PART II - OTHER INFORMATION
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•
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NEP's portfolio includes renewable energy projects that have a limited operating history. Such projects may not perform as expected.
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•
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NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects.
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•
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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.
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•
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Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life.
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•
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Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect the Texas pipelines’ operations.
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•
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NEP depends on certain of the renewable energy projects and pipelines in its portfolio for a substantial portion of its anticipated cash flows.
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•
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NEP is pursuing the expansion of natural gas pipelines in its portfolio that will require up-front capital expenditures and expose NEP to project development risks.
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•
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NEP's ability to maximize the productivity of the Texas pipeline business and to complete potential pipeline expansion projects is dependent on the continued availability of natural gas production in the Texas pipelines’ areas of operation.
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•
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Terrorist acts, cyber-attacks or other similar events could impact NEP's projects, pipelines or surrounding areas and adversely affect its business.
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•
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The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not insure against all potential risks and it may become subject to higher insurance premiums.
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•
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Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations, or by the terms of the warranty, so the warranties may be insufficient to compensate NEP for its losses.
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•
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Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.
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•
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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 the Texas pipelines. If these facilities become unavailable, NEP's projects and pipelines may not be able to operate, deliver energy or become partially or fully unavailable to transport natural gas.
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•
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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.
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•
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NEP's renewable energy projects may be adversely affected by legislative changes or a failure to comply with applicable energy regulations.
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•
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A change in the jurisdictional characterization of some of the Texas pipeline entities' assets, or a change in law or regulatory policy
,
could result in increased regulation of these assets, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.
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•
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NEP may incur significant costs and liabilities as a result of pipeline integrity management program testing and any necessary pipeline repair or preventative or remedial measures.
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•
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The Texas pipelines’ operations could incur significant costs if the Pipeline and Hazardous Materials Safety Administration or the Railroad Commission of Texas adopts more stringent regulations.
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•
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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.
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•
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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.
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•
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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.
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•
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NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and non-U.S. jurisdictions.
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•
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NEP is subject to risks associated with its ownership or acquisition of projects or pipelines that remain under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.
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•
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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.
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•
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PG&E, which contributes a significant portion of NEP's revenues, has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Any rejection by PG&E of a material portion of NEP's PPAs with it or any material reduction in the prices NEP charges PG&E under those PPAs that occurs in connection with PG&E's Chapter 11 proceedings, or any events of default under the financing agreements of NEP's solar facilities that provide power and renewable energy credits to PG&E under these PPAs as a result of PG&E's reorganization activities, could have a material adverse effect on NEP's results of operations, financial condition or business.
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•
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NEP may not be able to extend, renew or replace expiring or terminated PPAs and natural gas transportation agreements at favorable rates or on a long-term basis.
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•
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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.
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•
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NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.
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•
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NEP OpCo's partnership agreement requires that it distribute its available cash, which could limit NEP's ability to grow and make acquisitions.
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•
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Lower prices for other fuel sources may reduce the demand for wind and solar energy.
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•
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Reductions in demand for natural gas in the United States or Mexico and low market prices of natural gas could materially adversely affect the Texas pipelines’ operations and cash flows.
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•
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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.
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•
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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.
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•
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Acquisitions of existing clean energy projects involve numerous risks.
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•
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Renewable energy procurement is subject to U.S. state regulations, with relatively irregular, infrequent and often competitive procurement windows.
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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.
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•
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NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.
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•
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The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business.
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•
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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.
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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.
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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.
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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.
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•
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NEP is exposed to risks inherent in its use of interest rate swaps.
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•
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NEE exercises significant influence over NEP.
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•
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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.
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•
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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
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•
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NEP may not be able to consummate future acquisitions.
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•
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NEER's right of first refusal may adversely affect NEP's ability to consummate future sales or to obtain favorable sale terms.
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•
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NEP GP and its affiliates may have conflicts of interest with NEP and have limited duties to NEP and its unitholders.
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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.
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•
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NEP may only terminate the MSA under certain specified conditions.
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•
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If the agreements with NEE Management or NEER are terminated, NEP may be unable to contract with a substitute service provider on similar terms.
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•
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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.
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•
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NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.
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•
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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.
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•
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Holders of NEP's units may be subject to voting restrictions.
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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.
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•
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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.
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Certain of NEP's actions require the consent of NEP GP.
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•
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Holders of NEP's common units and preferred units currently cannot remove NEP GP without NEE's consent.
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NEE's interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.
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•
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The IDR fee may be assigned to a third party without unitholder consent.
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•
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NEP may issue additional units without unitholder approval, which would dilute unitholder interests.
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•
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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.
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•
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Discretion in establishing cash reserves by NEP OpCo GP may reduce the amount of cash distributions to unitholders.
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•
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NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.
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•
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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.
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•
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The price of NEP's common units may fluctuate significantly and unitholders could lose all or part of their investment.
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•
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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.
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•
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Unitholders may have liability to repay distributions that were wrongfully distributed to them.
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•
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Provisions in NEP's partnership agreement may discourage or delay an acquisition of NEP that NEP unitholders may consider favorable, which could decrease the value of NEP's common units, and could make it more difficult for NEP unitholders to change the board.
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•
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The board, a majority of which may be affiliated with NEE, decides whether to retain separate counsel, accountants or others to perform services for NEP.
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•
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The New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.
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•
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The issuance of preferred units or other securities convertible into 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
.
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•
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The preferred units have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of the common units.
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•
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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.
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•
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NEP's ability to use NOLs to offset future income may be limited.
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•
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NEP will not have complete control over NEP's tax decisions.
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•
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A valuation allowance may be required for NEP's deferred tax assets.
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•
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Distributions to unitholders may be taxable as dividends.
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Three Months Ended
March 31, |
||||||
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|
2019
|
|
2018
(a)
|
||||
OPERATING REVENUES
|
|
|
|
|
||||
Renewable energy sales
|
|
$
|
123
|
|
|
$
|
156
|
|
Texas pipelines service revenues
|
|
54
|
|
|
56
|
|
||
Total operating revenues
(b)
|
|
177
|
|
|
212
|
|
||
OPERATING EXPENSES
|
|
|
|
|
||||
Operations and maintenance
(c)
|
|
76
|
|
|
62
|
|
||
Depreciation and amortization
|
|
61
|
|
|
53
|
|
||
Taxes other than income taxes and other
|
|
6
|
|
|
5
|
|
||
Total operating expenses - net
|
|
143
|
|
|
120
|
|
||
OPERATING INCOME
|
|
34
|
|
|
92
|
|
||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
||||
Interest expense
|
|
(155
|
)
|
|
(103
|
)
|
||
Equity in earnings of equity method investee
|
|
—
|
|
|
3
|
|
||
Equity in earnings (losses) of non-economic ownership interests
|
|
(7
|
)
|
|
6
|
|
||
Other - net
|
|
—
|
|
|
2
|
|
||
Total other deductions - net
|
|
(162
|
)
|
|
(92
|
)
|
||
LOSS BEFORE INCOME TAXES
|
|
(128
|
)
|
|
—
|
|
||
INCOME TAX EXPENSE (BENEFIT)
|
|
(7
|
)
|
|
19
|
|
||
NET LOSS
|
|
(121
|
)
|
|
(19
|
)
|
||
Net income attributable to preferred distributions
|
|
(6
|
)
|
|
(6
|
)
|
||
Net loss attributable to noncontrolling interests
|
|
105
|
|
|
99
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
|
$
|
(22
|
)
|
|
$
|
74
|
|
|
|
|
|
|
||||
Weighted average number of common units outstanding - basic
|
|
56.1
|
|
|
54.3
|
|
||
Weighted average number of common units outstanding - assuming dilution
|
|
75.8
|
|
|
74.0
|
|
||
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - basic
|
|
$
|
(0.38
|
)
|
|
$
|
1.36
|
|
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - assuming dilution
|
|
$
|
(0.38
|
)
|
|
$
|
1.22
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted to include the adoption of an accounting standards update related to leases.
|
(b)
|
Includes related party revenues of
$1 million
and
$2 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(c)
|
Includes O&M expenses related to renewable energy projects of
$38 million
and
$29 million
for the
three months ended March 31, 2019
and
2018
, respectively. Includes O&M expenses related to the Texas pipelines of
$13 million
and
$11 million
for the
three months ended March 31, 2019
and
2018
, respectively. Total O&M expenses presented include related party amounts of
$24 million
and
$24 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
(a)
|
||||
NET LOSS
|
$
|
(121
|
)
|
|
$
|
(19
|
)
|
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
|
|
|
||||
Reclassification from AOCI to net income (net of $0 tax benefit and $1 tax expense, respectively)
|
(6
|
)
|
|
1
|
|
||
Net unrealized losses on foreign currency translation (net of $0 and $0 tax benefit, respectively)
|
—
|
|
|
(4
|
)
|
||
Other comprehensive income related to equity method investee (net of $0 and $0 tax expense, respectively)
|
1
|
|
|
4
|
|
||
Total other comprehensive income (loss), net of tax
|
(5
|
)
|
|
1
|
|
||
COMPREHENSIVE LOSS
|
(126
|
)
|
|
(18
|
)
|
||
Comprehensive income attributable to preferred distributions
|
(6
|
)
|
|
(6
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
108
|
|
|
98
|
|
||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
(24
|
)
|
|
$
|
74
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted to include the adoption of an accounting standards update related to leases.
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
127
|
|
|
$
|
147
|
|
Accounts receivable
|
71
|
|
|
63
|
|
||
Other receivables
|
23
|
|
|
17
|
|
||
Due from related parties
|
43
|
|
|
68
|
|
||
Restricted cash
|
6
|
|
|
8
|
|
||
Other current assets
|
36
|
|
|
37
|
|
||
Total current assets
|
306
|
|
|
340
|
|
||
Non-current assets:
|
|
|
|
||||
Property, plant and equipment - net
|
6,713
|
|
|
6,770
|
|
||
Deferred income taxes
|
114
|
|
|
108
|
|
||
Investment in equity method investee
|
210
|
|
|
214
|
|
||
Investments in non-economic ownership interests
|
7
|
|
|
20
|
|
||
Intangible assets – customer relationships - net
|
640
|
|
|
644
|
|
||
Intangible assets – PPAs - net
|
608
|
|
|
617
|
|
||
Goodwill
|
584
|
|
|
584
|
|
||
Other non-current assets
|
111
|
|
|
108
|
|
||
Total non-current assets
|
8,987
|
|
|
9,065
|
|
||
TOTAL ASSETS
|
$
|
9,293
|
|
|
$
|
9,405
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
11
|
|
|
$
|
10
|
|
Due to related parties
|
46
|
|
|
45
|
|
||
Current portion of long-term debt
|
694
|
|
|
707
|
|
||
Accrued interest
|
13
|
|
|
31
|
|
||
Accrued property taxes
|
8
|
|
|
19
|
|
||
Other current liabilities
|
39
|
|
|
47
|
|
||
Total current liabilities
|
811
|
|
|
859
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
2,719
|
|
|
2,728
|
|
||
Deferred income taxes
|
12
|
|
|
12
|
|
||
Asset retirement obligation
|
97
|
|
|
95
|
|
||
Derivatives
|
217
|
|
|
104
|
|
||
Non-current due to related party
|
58
|
|
|
34
|
|
||
Other non-current liabilities
|
34
|
|
|
35
|
|
||
Total non-current liabilities
|
3,137
|
|
|
3,008
|
|
||
TOTAL LIABILITIES
|
3,948
|
|
|
3,867
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Preferred units (14.0 and 14.0 units issued and outstanding, respectively)
|
548
|
|
|
548
|
|
||
Common units (56.2 and 56.1 units issued and outstanding, respectively)
|
1,757
|
|
|
1,804
|
|
||
Accumulated other comprehensive loss
|
(8
|
)
|
|
(6
|
)
|
||
Noncontrolling interests
|
3,048
|
|
|
3,192
|
|
||
TOTAL EQUITY
|
5,345
|
|
|
5,538
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
9,293
|
|
|
$
|
9,405
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
(a)
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(121
|
)
|
|
$
|
(19
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
61
|
|
|
53
|
|
||
Intangible amortization - PPA
|
9
|
|
|
—
|
|
||
Change in value of derivative contracts
|
115
|
|
|
51
|
|
||
Deferred income taxes
|
(7
|
)
|
|
16
|
|
||
Equity in earnings of equity method investee, net of distributions received
|
5
|
|
|
7
|
|
||
Equity in losses (earnings) of non-economic ownership interests
|
7
|
|
|
(6
|
)
|
||
Other - net
|
2
|
|
|
(2
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Other current assets
|
(13
|
)
|
|
(9
|
)
|
||
Other non-current assets
|
(3
|
)
|
|
3
|
|
||
Other current liabilities
|
(36
|
)
|
|
(39
|
)
|
||
Other non-current liabilities
|
—
|
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
19
|
|
|
53
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(3
|
)
|
|
(4
|
)
|
||
Payments from (to) related parties under CSCS agreement - net
|
24
|
|
|
(2
|
)
|
||
Net cash provided by (used in) investing activities
|
21
|
|
|
(6
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of common units - net
|
3
|
|
|
—
|
|
||
Retirements of long-term debt
|
(24
|
)
|
|
(31
|
)
|
||
Partner contributions
|
1
|
|
|
29
|
|
||
Partner distributions
|
(74
|
)
|
|
(66
|
)
|
||
Preferred unit distributions
|
(6
|
)
|
|
(3
|
)
|
||
Proceeds from differential membership investors
|
32
|
|
|
28
|
|
||
Payments to differential membership investors
|
(8
|
)
|
|
(5
|
)
|
||
Payments to NEP OpCo subsidiary investor
|
(5
|
)
|
|
—
|
|
||
Change in amounts due to related parties
|
19
|
|
|
—
|
|
||
Net cash used in financing activities
|
(62
|
)
|
|
(48
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(1
|
)
|
||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(22
|
)
|
|
(2
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD
|
166
|
|
|
198
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD
|
$
|
144
|
|
|
$
|
196
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Partner noncash distributions
|
$
|
3
|
|
|
$
|
17
|
|
Accrued preferred distributions
|
$
|
6
|
|
|
$
|
6
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted to include the adoption of an accounting standards update related to leases.
|
|
Preferred Units
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Accumulated
Other Comprehensive Loss |
|
Non-controlling
Interests |
|
Total
Equity |
||||||||||||
Balances, December 31, 2018
|
14.0
|
|
|
$
|
548
|
|
|
56.1
|
|
|
$
|
1,804
|
|
|
$
|
(6
|
)
|
|
$
|
3,192
|
|
|
$
|
5,538
|
|
Issuance of common units - net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net income
|
—
|
|
|
6
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(105
|
)
|
|
(121
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||||
Related party contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(51
|
)
|
|||||
Changes in non-economic ownership interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Differential membership interests activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||
Payments to NEP OpCo subsidiary investor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Distributions to unitholders
(a)
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Balances, March 31, 2019
|
14.0
|
|
|
$
|
548
|
|
|
56.2
|
|
|
$
|
1,757
|
|
|
$
|
(8
|
)
|
|
$
|
3,048
|
|
|
$
|
5,345
|
|
|
Preferred Units
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
(b)
|
|
Accumulated
Other Comprehensive Income |
|
Non-
controlling Interests (b) |
|
Total
Equity (b) |
||||||||||||
Balances, December 31, 2017
|
14.0
|
|
|
$
|
548
|
|
|
54.3
|
|
|
$
|
1,641
|
|
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
2,224
|
|
Related party note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|||||
Net income
|
—
|
|
|
6
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
(99
|
)
|
|
(19
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Related party distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
|||||
Changes in non-economic ownership interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Differential membership interests activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|||||
Distributions to unitholders
(a)
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Adoption of accounting standards update
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
1,414
|
|
|
1,423
|
|
|||||
Balances, March 31, 2018
|
14.0
|
|
|
$
|
548
|
|
|
54.3
|
|
|
$
|
1,702
|
|
|
$
|
1
|
|
|
$
|
1,332
|
|
|
$
|
3,583
|
|
(a)
|
Distributions per common unit of
$0.4650
and
$0.4050
were paid during the three months ended March 31, 2019 and 2018, respectively. At
March 31, 2019
,
$6 million
of preferred unit distributions were accrued and are payable in May 2019.
|
(b)
|
Prior-period financial information has been retrospectively adjusted to include the adoption of an accounting standards update related to leases.
|
•
|
100%
of the membership interests in Ashtabula Wind II, LLC, a project company that owns a
120
MW wind generation facility located in North Dakota;
|
•
|
100%
of the membership interests in Garden Wind, LLC, a project company that owns a
150
MW wind generation facility (Story County II) located in Iowa;
|
•
|
100%
of the membership interests in White Oak Energy Holdings, LLC, which, at closing, is expected to own
100%
of the membership interests of White Oak Energy LLC, which owns a
150
MW wind generation facility located in Illinois;
|
•
|
100%
of the Class C membership interests in Rosmar Holdings, LLC, which represent a
49.99%
noncontrolling ownership interest in
two
solar generation facilities, Marshall and Roswell, with a total combined generating capacity of approximately
132
MW located in Minnesota and New Mexico, respectively; and
|
•
|
49.99%
of the membership interests, representing a controlling ownership interest, in Silver State South Solar, LLC, which indirectly owns a
250
MW solar generation facility located in Nevada.
|
|
Three Months Ended
March 31, 2018 |
||
|
(millions)
|
||
Unaudited pro forma results of operations:
|
|
||
Pro forma revenues
|
$
|
242
|
|
Pro forma operating income
|
$
|
98
|
|
Pro forma net loss
|
$
|
(29
|
)
|
Pro forma net income attributable to NEP
|
$
|
122
|
|
•
|
reflect the historical results of NEP Renewables beginning on January 1, 2017;
|
•
|
reflect the estimated depreciation and amortization expense based on the estimated fair value of property, plant and equipment - net and the intangible assets - PPAs;
|
•
|
reflect allocations of income to noncontrolling interests related to the financing transaction to fund the acquisition; and
|
•
|
reflect related income tax effects.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
71
|
|
Restricted cash equivalents
(a)
|
10
|
|
|
—
|
|
|
10
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Interest rate contracts
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||||
Total assets
|
$
|
24
|
|
|
$
|
5
|
|
|
$
|
29
|
|
|
$
|
83
|
|
|
$
|
24
|
|
|
$
|
107
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
116
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
116
|
|
(a)
|
At
March 31, 2019
and
December 31, 2018
, approximately
$9 million
and
$9 million
, respectively, of restricted cash equivalents are included in other non-current assets on NEP's condensed consolidated balance sheets.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(millions)
|
||||||||||||||
Long-term debt, including current maturities
(a)
|
$
|
3,413
|
|
|
$
|
3,392
|
|
|
$
|
3,435
|
|
|
$
|
3,301
|
|
(a)
|
At
March 31, 2019
and
December 31, 2018
, approximately
$2,958 million
and
$2,826 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).
|
|
March 31, 2019
|
||||||||||||||
|
Gross Basis
|
|
Net Basis
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(millions)
|
||||||||||||||
Interest rate contracts
|
$
|
5
|
|
|
$
|
217
|
|
|
$
|
7
|
|
|
$
|
219
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
$
|
5
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
2
|
|
|
|
|||||||
Other current liabilities
|
|
|
|
|
|
|
$
|
2
|
|
||||||
Derivatives
|
|
|
|
|
|
|
217
|
|
|||||||
Total derivatives
|
|
|
|
|
$
|
7
|
|
|
$
|
219
|
|
|
December 31, 2018
|
||||||||||||||
|
Gross Basis
|
|
Net Basis
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(millions)
|
||||||||||||||
Interest rate contracts
|
$
|
24
|
|
|
$
|
116
|
|
|
$
|
13
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by balance sheet line item:
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
|
|
|
$
|
7
|
|
|
|
||||||
Other non-current assets
|
|
|
|
|
6
|
|
|
|
|||||||
Other current liabilities
|
|
|
|
|
|
|
$
|
1
|
|
||||||
Derivatives
|
|
|
|
|
|
|
104
|
|
|||||||
Total derivatives
|
|
|
|
|
$
|
13
|
|
|
$
|
105
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Interest rate contracts:
|
|
||||||
Gains (losses) reclassified from AOCI to interest expense
|
$
|
6
|
|
|
$
|
(2
|
)
|
Losses recognized in interest expense
|
$
|
(118
|
)
|
|
$
|
(52
|
)
|
|
Three Months Ended
March 31, 2018 |
||
|
(millions, except per unit amounts)
|
||
Numerator:
|
|
||
Net income attributable to NEP – basic
|
$
|
74
|
|
Adjustments for convertible notes and preferred units
|
16
|
|
|
Net income attributable to NEP – assuming dilution
|
$
|
90
|
|
Denominator:
|
|
||
Weighted-average number of common units outstanding – basic
|
54.3
|
|
|
Convertible notes and preferred units
|
19.7
|
|
|
Weighted-average number of common units outstanding – assuming dilution
|
74.0
|
|
|
Earnings per unit attributable to NEP:
|
|
||
Basic
|
$
|
1.36
|
|
Assuming dilution
|
$
|
1.22
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
Net Unrealized
Gains on Cash Flow Hedges |
|
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
|
|
Total
|
||||||
|
(millions)
|
||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
||||||
Balances, December 31, 2018
|
$
|
6
|
|
|
$
|
(24
|
)
|
|
$
|
(18
|
)
|
Amounts reclassified from AOCI to interest expense
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Other comprehensive income related to equity method investee
|
—
|
|
|
1
|
|
|
1
|
|
|||
Net other comprehensive income (loss)
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
|||
Balances, March 31, 2019
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
AOCI attributable to NEP
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||||
|
Net Unrealized
Gains on Cash Flow Hedges |
|
Net Unrealized
Losses on Foreign Currency Translation |
|
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
|
|
Total
|
||||||||
|
(millions)
|
||||||||||||||
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2017
|
$
|
1
|
|
|
$
|
(98
|
)
|
|
$
|
(30
|
)
|
|
$
|
(127
|
)
|
Amounts reclassified from AOCI to interest expense
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net unrealized losses on foreign currency translation
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Other comprehensive income related to equity method investee
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Net other comprehensive income (loss)
|
1
|
|
|
(4
|
)
|
|
4
|
|
|
1
|
|
||||
Balances, March 31, 2018
|
$
|
2
|
|
|
$
|
(102
|
)
|
|
$
|
(26
|
)
|
|
$
|
(126
|
)
|
AOCI attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
(99
|
)
|
|
$
|
(28
|
)
|
|
$
|
(127
|
)
|
AOCI attributable to NEP
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling Ownership Interest in NEP OpCo Subsidiary
|
|
Differential Membership Interests
|
|
Noncontrolling Ownership Interests in NEP OpCo and Texas pipeline
|
|
Total Noncontrolling
Interests |
||||||||
|
|
(millions)
|
||||||||||||||
Balances, December 31, 2018
|
|
$
|
751
|
|
|
$
|
2,019
|
|
|
$
|
422
|
|
|
$
|
3,192
|
|
Net income (loss) attributable to NCI
|
|
12
|
|
(a)
|
(60
|
)
|
(b)
|
(57
|
)
|
|
(105
|
)
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Related party contributions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Related party distributions
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(51
|
)
|
||||
Changes in non-economic ownership interests
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Differential membership interests contributions, net of distributions
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
Payments to NEP OpCo subsidiary investor
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Other
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Balances, March 31, 2019
|
|
$
|
758
|
|
|
$
|
1,983
|
|
|
$
|
307
|
|
|
$
|
3,048
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
34
|
|
Related party note receivable
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||
Net income (loss) attributable to NCI
|
|
—
|
|
|
(269
|
)
|
(b)
|
170
|
|
|
(99
|
)
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Related party distributions
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
||||
Changes in non-economic ownership interests
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Differential membership investment contributions, net of distributions
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Adoption of accounting standards update
|
|
—
|
|
|
1,413
|
|
|
1
|
|
|
1,414
|
|
||||
Balances, March 31, 2018
|
|
$
|
—
|
|
|
$
|
1,167
|
|
|
$
|
165
|
|
|
$
|
1,332
|
|
(a)
|
For the
three months ended March 31, 2019
, approximately
$8 million
of the income attributable to the NEP OpCo subsidiary investor benefits NEE's noncontrolling interest and
$4 million
is reflected as net income attributable to NEP.
|
(b)
|
Represents the benefits associated with differential membership interests recognized as third-party investors received their portion of the economic attributes of the related facilities. For the
three months ended March 31, 2019
and 2018, approximately
$39 million
and
$175 million
, respectively, of the loss attributable to differential membership interests benefits NEE's noncontrolling interest and
$21 million
and
$94 million
, respectively, is reflected as net income attributable to NEP. For the
three months ended March 31, 2018
, includes approximately
$231 million
(after-tax
$211 million
) related to the reduction of differential membership interests as a result of the change in federal corporate income tax rates effective January 1, 2018.
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
(a)
|
||||
|
(millions)
|
||||||
Statement of Income (Loss) Data:
|
|
||||||
OPERATING REVENUES
|
|
|
|
||||
Renewable energy sales
|
$
|
123
|
|
|
$
|
156
|
|
Texas pipelines service revenues
|
54
|
|
|
56
|
|
||
Total operating revenues
|
177
|
|
|
212
|
|
||
OPERATING EXPENSES
|
|
|
|
||||
Operations and maintenance
|
76
|
|
|
62
|
|
||
Depreciation and amortization
|
61
|
|
|
53
|
|
||
Taxes other than income taxes and other
|
6
|
|
|
5
|
|
||
Total operating expenses - net
|
143
|
|
|
120
|
|
||
OPERATING INCOME
|
34
|
|
|
92
|
|
||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
||||
Interest expense
|
(155
|
)
|
|
(103
|
)
|
||
Equity in earnings of equity method investee
|
—
|
|
|
3
|
|
||
Equity in earnings (losses) of non-economic ownership interests
|
(7
|
)
|
|
6
|
|
||
Other - net
|
—
|
|
|
2
|
|
||
Total other deductions - net
|
(162
|
)
|
|
(92
|
)
|
||
LOSS BEFORE INCOME TAXES
|
(128
|
)
|
|
—
|
|
||
INCOME TAX EXPENSE (BENEFIT)
|
(7
|
)
|
|
19
|
|
||
NET LOSS
|
(121
|
)
|
|
(19
|
)
|
||
Net income attributable to preferred distributions
|
(6
|
)
|
|
(6
|
)
|
||
Net loss attributable to noncontrolling interests
|
105
|
|
|
99
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
|
$
|
(22
|
)
|
|
$
|
74
|
|
(a)
|
Prior-period financial information has been retrospectively adjusted to include the adoption of an accounting standards update related to leases.
|
•
|
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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
127
|
|
|
$
|
147
|
|
Amounts due under the CSCS agreement
|
42
|
|
|
66
|
|
||
Revolving credit facilities
|
900
|
|
|
900
|
|
||
Less borrowings
|
—
|
|
|
—
|
|
||
Letter of credit facilities
|
82
|
|
|
82
|
|
||
Less letters of credit
|
(68
|
)
|
|
(68
|
)
|
||
Total
(a)
|
$
|
1,083
|
|
|
$
|
1,127
|
|
(a)
|
Excludes current restricted cash of approximately
$6 million
and
$8 million
at
March 31, 2019
and
December 31, 2018
, respectively. See Note 10 - Restricted Cash.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
(millions)
|
||||||||||
Three Months Ended March 31,
|
|
||||||||||
Net cash provided by operating activities
|
$
|
19
|
|
|
$
|
53
|
|
|
$
|
(34
|
)
|
Net cash provided by (used in) investing activities
|
$
|
21
|
|
|
$
|
(6
|
)
|
|
$
|
27
|
|
Net cash used in financing activities
|
$
|
(62
|
)
|
|
$
|
(48
|
)
|
|
$
|
(14
|
)
|
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Three Months Ended March 31,
|
|
||||||
Capital expenditures
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
Payments from (to) related parties under CSCS agreement - net
|
24
|
|
|
(2
|
)
|
||
Net cash provided by (used in) investing activities
|
$
|
21
|
|
|
$
|
(6
|
)
|
|
2019
|
|
2018
|
||||
|
(millions)
|
||||||
Three Months Ended March 31,
|
|
||||||
Proceeds from issuance of common units - net
|
$
|
3
|
|
|
$
|
—
|
|
Retirements of long-term debt
|
(24
|
)
|
|
(31
|
)
|
||
Partner contributions
|
1
|
|
|
29
|
|
||
Partner distributions
|
(74
|
)
|
|
(66
|
)
|
||
Change in amounts due to related parties
|
19
|
|
|
—
|
|
||
Proceeds related to differential membership interests - net
|
24
|
|
|
23
|
|
||
Other
|
(11
|
)
|
|
(3
|
)
|
||
Net cash used in financing activities
|
$
|
(62
|
)
|
|
$
|
(48
|
)
|
(a)
|
NEP held its 2019 Annual Meeting of Unitholders (2019 Annual Meeting) on April 22, 2019. At the 2019 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 2019 Annual Meeting (Proxy Statement), filed with the Securities and Exchange Commission on March 8, 2019. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.
|
|
|
FOR
|
|
%
VOTES
CAST
FOR
|
|
AGAINST
|
|
ABSTENTIONS
|
|
BROKER
NON-VOTES
|
|
Susan D. Austin
|
|
49,348,107
|
|
98.6
|
%
|
|
688,027
|
|
30,740
|
|
9,401,774
|
Robert J. Byrne
|
|
49,348,507
|
|
98.6
|
%
|
|
684,753
|
|
33,615
|
|
9,401,774
|
Peter H. Kind
|
|
49,067,484
|
|
98.1
|
%
|
|
961,879
|
|
37,511
|
|
9,401,774
|
James L. Robo
|
|
42,043,251
|
|
84.0
|
%
|
|
7,989,652
|
|
33,972
|
|
9,401,774
|
FOR
|
|
%
VOTES
CAST
FOR
|
|
AGAINST
|
|
ABSTENTIONS
|
|
BROKER
NON-VOTES
|
153,582,479
|
|
99.9%
|
|
79,362
|
|
68,719
|
|
-
|
FOR
|
|
%
VOTES
CAST
FOR
|
|
AGAINST
|
|
ABSTENTIONS
|
|
BROKER
NON-VOTES
|
137,668,870
|
|
95.5%
|
|
6,517,339
|
|
142,577
|
|
9,401,774
|
Exhibit
Number
|
|
Description
|
2.1*
|
|
|
2.2*
|
|
|
2.3*
|
|
|
31(a)
|
|
|
31(b)
|
|
|
32
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Schema Document
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
101.LAB
|
|
XBRL Label Linkbase Document
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
NEXTERA ENERGY PARTNERS, LP
|
|
(Registrant)
|
|
|
|
|
|
JAMES M. MAY
|
|
James M. May
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
1 Year NextEra Energy Partners Chart |
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