NEXTERA ENERGY PARTNERS LP
For the period ended Jun 30, 2024. Filed Jul 24, 2024.
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Jun 30, 2024 · Filed Jul 24, 2024
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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 June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
| CommissionFileNumber | Exact name of registrant as specified in itscharter, address of principal executive offices andregistrant's telephone number | IRS EmployerIdentificationNumber |
|---|---|---|
| 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 exchangeon 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 June 30, 2024:93,539,258
DEFINITIONS
Acronyms and defined terms used in the text include the following:
| Term | Meaning |
|---|---|
| 2020 convertible notes | senior unsecured convertible notes issued in 2020 |
| 2021 convertible notes | senior unsecured convertible notes issued in 2021 |
| 2022 convertible notes | senior unsecured convertible notes issued in 2022 |
| 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 |
| MSA | Fourth Amended and Restated Management Services Agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP |
| MW | megawatt(s) |
| MWh | megawatt-hour(s) |
| NEE | NextEra Energy, Inc. |
| NEECH | NextEra Energy Capital Holdings, Inc. |
| NEE Equity | NextEra Energy Equity Partners, LP |
| NEE Management | NextEra Energy Management Partners, LP |
| NEER | NextEra Energy Resources, LLC |
| NEP | NextEra Energy Partners, LP |
| NEP GP | NextEra Energy Partners GP, Inc. |
| NEP OpCo | NextEra Energy Operating Partners, LP |
| NEP OpCo credit facility | senior secured revolving credit facility of NEP OpCo and its direct subsidiary |
| NEP OpCo GP | NextEra Energy Operating Partners GP, LLC |
| NEP Pipelines | NextEra Energy Partners Pipelines, LLC |
| NEP Renewables II | NEP Renewables II, LLC |
| NEP Renewables III | NEP Renewables III, LLC |
| NEP Renewables IV | NEP Renewables IV, LLC |
| NOLs | net operating losses |
| Note __ | Note __ to condensed consolidated financial statements |
| O&M | operations and maintenance |
| PPA | power purchase agreement |
| PTC | production tax credit |
| SEC | U.S. Securities and Exchange Commission |
| Silver State | Silver State South Solar, LLC |
| Texas pipelines | natural gas pipeline assets located in Texas |
| 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 7 for a description of the noncontrolling interest in NEP OpCo. References to NEP's projects generally include NEP's consolidated subsidiaries and the projects in which NEP has equity method investments. References to NEP's pipeline investment refers to its equity method investment in contracted natural gas assets.
NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources, NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.
TABLE OF CONTENTS
| Page No. | ||
|---|---|---|
| Definitions | 2 | |
| Forward-Looking Statements | 4 | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 7 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 31 |
| Signatures | 32 | |
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