September 30, 2017 December 31, 2016
Level 1 Level 2 Total Level 1 Level 2 Total
(millions)
Assets:
Cash equivalents $ 47
$ —
$ 47
$ 66
$ —
$ 66
Restricted cash equivalents 30
—
30
29
—
29
Interest rate contracts —
3
3
—
15
15
Foreign currency contracts —
—
—
—
1
1
Total assets $ 77
$ 3
$ 80
$ 95
$ 16
$ 111
Liabilities:
Interest rate contracts $ —
$ 40
$ 40
$ —
$ 44
$ 44
Foreign currency contracts —
3
3
—
—
—
Total liabilities $ —
$ 43
$ 43
$ —
$ 44
$ 44

~~Financial Instruments Recorded at Other than Fair Value -~~ ~~The carrying amount of short-term debt approximates its fair value. The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:~~

September 30, 2017 December 31, 2016

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value
(millions)
Long-term debt, including current maturities^(a)
$ 4,335
$ 4,482
$ 3,586
$ 3,680

~~____________________~~

~~(a)~~

As of September 30, 2017 and December 31, 2016, approximately $3,585 million and $2,808 million, respectively, of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3).

~~Contingent Consideration~~ - NEP recorded a liability related to a contingent holdback as part of the Texas pipelines acquisition. The contingent holdback was payable if the Texas pipelines entered into one or more written contracts by December 31, 2016 related to certain financial performance and capital expenditure thresholds. Contingent consideration is required to be reported at fair value at each reporting date. NEP determined this fair value measurement based on management's probability assessment. The significant inputs and assumptions used in the fair value measurement included the estimated probability of executing contracts related to financial performance and capital expenditure thresholds as well as the appropriate discount rate. During the three and nine months ended September 30, 2016, NEP recorded approximately $101 million and $118 million, respectively, in fair value adjustments to decrease the contingent consideration based on updated estimates associated with management's probability assessment as of September 30, 2016. The fair value adjustments are reflected as revaluation of contingent consideration in NEP's condensed consolidated statements of income.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

~~4. Derivative Instruments and Hedging Activity~~

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated primarily 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 in 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. In general, the commencement and termination dates of the interest rate swap agreements and the related hedging relationship coincide with the corresponding dates of the underlying variable-rate debt instruments. As of September 30, 2017 and December 31, 2016, the combined notional amounts of the interest rate contracts were approximately $3,419 million and $2,119 million, respectively.

At September 30, 2017, NEP's AOCI included amounts related to discontinued cash flow hedges, which have expiration dates through 2033. At September 30, 2017, approximately $6 million of net unrealized losses are expected to be reclassified into interest expense within the next 12 months as interest payments are made. Such amount assumes no change in scheduled principal payments. Cash flows from these interest rate swap contracts are reported in cash flows from operating activities in the condensed consolidated statements of cash flows.

NEP enters into certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. As of September 30, 2017 and December 31, 2016, the notional amount of the foreign currency contracts was approximately $58 million and $46 million, respectively. During the three months ended September 30, 2017 and 2016, NEP recorded approximately $2 million of losses and less than $1 million of gains, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income. During the nine months ended September 30, 2017 and 2016, NEP recorded approximately $5 million and $2 million of losses, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income.

~~Fair Value of Derivative Instruments~~ - The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, as required by disclosure rules, as well as the location of the net derivative positions, based on the expected timing of future payments, on ~~the~~NEP's condensed consolidated balance sheets.


	March 31, 2023
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	287	$	—	$	(20)	$	267
Commodity contracts	$	—	$	—	$	3	$	(1)	2
Total derivative assets									$	269
Liabilities:
Interest rate contracts	$	—	$	29	$	—	$	(20)	$	9
Commodity contracts	$	—	$	—	$	6	$	(1)	5
Total derivative liabilities									$	14

Net fair value by balance sheet line item:
Current derivative assets									$	62
Noncurrent derivative assets									207
Total derivative assets									$	269

Current other liabilities									$	12
Noncurrent other liabilities									2
Total derivative liabilities									$	14


	December 31, 2022
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	459	$	—	$	(26)	$	433
Commodity contracts	$	—	$	—	$	3	$	(2)	1
Total derivative assets									$	434
Liabilities:
Interest rate contracts	$	—	$	37	$	—	$	(26)	$	11
Commodity contracts	$	—	$	—	$	5	$	(2)	3
Total derivative liabilities									$	14

Net fair value by balance sheet line item:
Current derivative assets									$	65
Noncurrent derivative assets									369
Total derivative assets									$	434

Current other liabilities									$	12
Noncurrent other liabilities									2
Total derivative liabilities									$	14

____________________

(a)Includes the effect of the contractual ability to settle contracts under master netting arrangements.

September 30, 2017
Gross Basis Net Basis
Assets Liabilities Assets Liabilities
(millions)
Interest rate contracts $ 3
$ 40
$ 16
$ 53
Foreign currency contracts —
3
—
3
Total fair values $ 3
$ 43
$ 16
$ 56

Net fair value by balance sheet line item:
Other current assets $ 10

Other non-current assets 6

Current derivative liabilities $ 15
Other non-current liabilities 41
Total derivatives $ 16
$ 56

December 31, 2016
Gross Basis Net Basis
Assets Liabilities Assets Liabilities
(millions)
Interest rate contracts $ 15
$ 44
$ 17
$ 46
Foreign currency contracts 1
—
1
—
Total fair values $ 16
$ 44
$ 18
$ 46

Net fair value by balance sheet line item:
Other current assets $ 1

Other non-current assets 17

Current derivative liabilities $ 18
Other non-current liabilities 28
Total derivatives $ 18
$ 46

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Financial Statement Impact of Derivative Instruments - – Gains (losses) related to NEP's ~~interest rate contracts~~derivatives are recorded in ~~the~~NEP's condensed consolidated financial statements as follows:


	Three Months Ended March 31,
		2023		2022
		(millions)


Interest rate contracts – interest expense		$	(150)	$	320
Commodity contracts – operating revenues		$	(2)	$	—

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(millions)
Interest rate contracts:
Losses reclassified from AOCI to interest expense $ (1 ) $ (2 ) $ (6 ) $ (6 )
Gains (losses) recognized in interest expense $ (1 ) $ 1
$ (21 ) $ (83 )

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 ~~September 30, 2017,~~March 31, 2023 and December 31, 2022, the aggregate fair value of NEP's derivative instruments with credit-risk-related contingent ~~risk~~ features that were in a liability position was approximately ~~$7 million.~~$29 million and $37 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.

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, 2023						December 31, 2022
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	4	$	—	$	4	$	5	$	—	$	5




Total assets	$	4	$	—	$	4	$	5	$	—	$	5

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, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Long-term debt, including current maturities(a)	$	5,345	$	5,142	$	5,288	$	5,105

____________________

(a)At March 31, 2023 and December 31, 2022, approximately $5,123 million and $5,086 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, 2023 and December 31, 2022, approximately $1,453 million and $1,510 million, respectively, of the fair value relates to the 2020 convertible notes, the 2021 convertible notes and the 2022 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/partnership 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, 2023 was approximately 18% and for the three months ended March 31, 2022 was approximately 13%. The effective tax rates are below the U.S. statutory rate of 21% primarily due to tax expense (benefit) attributable to noncontrolling interests of approximately $17 million for the three months ended March 31, 2023 and $(39) million for the three months ended March 31, 2022.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

6. Variable Interest Entities

NEP has identified NEP OpCo, ~~as a VIE. NEP OpCo is~~ a limited partnership with a general partner and limited ~~partners.~~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 ~~September 30, 2017,~~March 31, 2023, NEP owned an approximately ~~34.9%~~46.9% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling ~~65.1%~~53.1% limited partner interest in NEP OpCo. See Note 8 – Common Unit Issuances. 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.

In addition, at ~~September 30, 2017,~~March 31, 2023, NEP OpCo consolidated ~~five~~20 VIEs related to certain subsidiaries ~~that~~which have sold differential membership interests in entities which own and operate ~~seven~~36 wind ~~electric~~ generation ~~facilities. Certain investors that have no equity at risk in~~facilities as well as eight solar projects, including related battery storage facilities, and one battery storage facility. These entities are considered VIEs because the ~~VIEs hold~~holders of the differential membership interests ~~which give them~~do not have substantive rights over the ~~right to receive a portion~~significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligation, of the ~~economic attributes of these wind electric generation facilities, including certain tax attributes. The~~VIEs, totaled approximately $11,628 million and $1,188 million, respectively, at March 31, 2023. There were 21 VIEs at December 31, 2022, and the assets and liabilities of those VIEs at such date totaled approximately $12,127 million and $1,336 million, respectively.

At March 31, 2023, NEP OpCo also consolidated six VIEs related to the sales of noncontrolling Class B interests in certain NEP 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 5,622 MW and battery storage capacity of 120 MW, as well as ownership interests in seven natural gas pipeline assets. These entities are considered VIEs ~~consisting~~because the holders of the noncontrolling Class B interests do not have substantive rights over the significant activities of the entities. The assets, primarily of property, plant and equipment -– net, intangible assets – PPAs and ~~deferral~~investments in equity method investees, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs, noncurrent other liabilities and asset retirement obligation, of the VIEs totaled approximately $16,502 million and $3,435 million, respectively, at March 31, 2023 and $16,448 million and $3,456 million, respectively, at December 31, 2022. Certain of these VIEs include six other VIEs related to NEP's ownership interests in Rosmar, Silver State, Meade, Pine Brooke Holdings, Star Moon Holdings and Emerald Breeze (see Note 1). In addition, certain of these VIEs contain entities which have sold differential membership interests and approximately $8,286 million and $8,088 million of assets and $1,088 million and $1,198 million of liabilities are also included in the disclosure of the VIEs related to differential membership interests at March 31, 2023 and December 31, 2022, respectively.

At March 31, 2023, NEP OpCo consolidated Sunlight Renewables Holdings which is a VIE (see Note 1). The assets, primarily property, plant and equipment – net, and the liabilities, primarily accounts payable and accrued expenses, asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately ~~$1,993~~$439 million and ~~$1,073~~$9 million, respectively, at ~~September 30, 2017, respectively,~~March 31, 2023 and ~~$2,032~~$443 million and ~~$1,123~~$10 million, respectively at December 31, ~~2016,~~2022. This VIE contains entities which have sold differential membership interests and approximately $350 million and $344 million of assets and $9 million and $10 million of liabilities are also included in the disclosure of VIEs related to differential membership interests at March 31, 2023 and December 31, 2022, respectively.

~~In October 2016, a subsidiary~~Certain subsidiaries of NEP ~~completed~~OpCo have noncontrolling interests in entities accounted for under the ~~acquisition from NEER of an indirect 24% interest in Desert Sunlight Investment Holdings, LLC (Desert Sunlight) which is reflected as investment in~~ equity method investee on the condensed consolidated balance sheets. Desert Sunlight owns two project entities, which together make up the Desert Sunlight Solar Energy Center, a 550 MW solar generation plant located in Riverside County, California. NEER retainedthat are considered VIEs.

NEP has an interest in Desert Sunlight and remains the managing member. NEP is not the primary beneficiary and therefore does not consolidate this entity because it does not control any of the ongoing activities of this entity, was not involved in the initial design of this entity and does not have a controlling interest in this entity.

~~In April 2015, a subsidiary of NEP made an~~indirect equity method investment in three NEER solar ~~projects.~~projects with a total generating capacity of 277 MW and battery storage capacity of 230 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.~~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 ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, NEP's equity method investment related to the non-economic ownership interests of approximately $101 million and $98 million, respectively, is reflected as ~~investments in non-economic ownership interests~~noncurrent other assets on ~~the~~NEP's condensed consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income (loss) attributable to noncontrolling ~~interest.~~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.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

7. Debt

~~6. Capitalization~~

~~Debt~~ - Significant long-term debt issuances and borrowings by subsidiaries of NEP ~~and its subsidiaries~~ during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 were as follows:

Date Issued Debt Issuances/Borrowings
Interest
Rate

Principal
Amount

Maturity
Date
(millions)
February 2017 - August 2017 Senior secured revolving credit facility
Variable^(a)
$ 130
^(b)
2019
March 2017 Senior secured term loans
Variable^(a)
$ 200
^(c)
2018 - 2019
April 2017 Senior secured term loans
Variable^(a)
$ 150
^(c)
2019
September 2017 Senior unsecured convertible notes 1.50% $ 300
^(d)
2020
September 2017 Senior unsecured notes 4.25% - 4.50% $ 1,100
^(e)
2024 - 2027

Date Issued/Borrowed

Debt Issuances/Borrowings

Interest
Rate

Principal
Amount

Maturity
Date

(millions)

February 2023

NEP OpCo credit facility

Variable(a)

(b)

2028

March 2023

Other long-term debt

Fixed(c)

(c)

————————————


~~(a)~~	~~Variable rate is based on an underlying index plus a margin.~~


~~(b)~~	~~In September 2017, all borrowings under this credit facility were repaid and, as of September 30, 2017, no amounts are outstanding under this revolving credit facility.~~


~~(c)~~	~~In September 2017, these term loans were repaid in full.~~


~~(d)~~	~~See additional discussion below.~~


~~(e)~~	A portion of the proceeds from these senior unsecured notes were used to repay the $950 million principal outstanding under existing variable rate term loans and the $130 million outstanding balance under a revolving credit facility. See additional discussion below.

(a)Variable rate is based on an underlying index plus a margin.

~~The~~(b)At March 31, 2023, approximately $50 million of borrowings were outstanding and $118 million of letters of credit were issued under the NEP OpCo credit facility. Approximately $1 million of the outstanding borrowings have a maturity date in 2025.

(c)See Note 9 – Related Party Long-term Debt.

In February 2023, the loan parties extended the maturity date from February 2027 to February 2028 for essentially all of the NEP OpCo credit facility.

In April 2023, STX Holdings borrowed approximately $117 million under a revolving credit facility (STX Holdings revolving credit facility) to fund a portion of the cash used for NEP's repurchase of the Class B noncontrolling interests in STX Midstream (see Note 8 – Class B Noncontrolling Interests).

NEP OpCo and its subsidiaries' secured long-term debt agreements ~~listed above~~ 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 ~~September 30, 2017,~~March 31, 2023, NEP and its subsidiaries were in compliance with all financial debt covenants under their financings.

In September 2017, NEP issued $300 million in aggregate principal amount of its 1.50% senior unsecured convertible notes (the convertible notes). The convertible notes are unsecured obligations of NEP and are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP OpCo. A holder may convert all or a portion of its notes into NEP common units and cash in lieu of any fractional common unit at the conversion rate. At September 30, 2017, the conversion rate, subject to certain adjustments, was 18.9170 NEP common units per $1,000 principal amount of the convertible notes, which rate is equivalent to a conversion price of approximately $52.8625 per NEP common unit. Upon the occurrence of a fundamental change (as defined in the related indenture) holders of the convertible notes may require NEP to repurchase all or a portion of their convertible notes for cash in an amount equal to the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest, if any. The convertible notes are not redeemable at NEP’s option prior to maturity.

8. Equity

In connection with the issuance of the convertible notes, NEP entered into a registration rights agreement pursuant to which, among other things, NEP has agreed to file a shelf registration statement with the SEC and use its commercially reasonable efforts to cause such registration statement to become effective on or prior to September 7, 2018, covering resales of NEP common units, if any, issuable upon a conversion of the convertible notes.

NEP entered into a capped call transaction (capped call) in connection with the issuance of the convertible notes. Under the capped call, NEP purchased capped call options with a strike price of $52.8625 and a cap price of $63.4350. The capped call was purchased for approximately $12 million, which was recorded as a reduction to limited partners equity on NEP's condensed consolidated balance sheets. If, upon conversion of the convertible notes, the price per NEP common unit during the relevant settlement period is above the strike price, there would generally be a payment to NEP (if NEP elects to cash settle) or an offset of potential dilution to NEP's common units (if NEP elects to settle in NEP common units).

Additionally, in September 2017, NEP OpCo issued $550 million in aggregate principal amount of 4.25% senior unsecured notes due 2024 (the 2024 notes) and $550 million in aggregate principal amount of 4.50% senior unsecured notes due 2027 (the 2027 notes, and together with the 2024 notes, the notes).

The notes are unsecured obligations of NEP OpCo and are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP and a subsidiary of NEP OpCo. At any time prior to July 15, 2024, in the case of the 2024 notes, and at any time prior to June 15, 2027, in the case of the 2027 notes, NEP OpCo may redeem some or all of the notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus a make-whole premium and accrued and unpaid interest.Distributions – On or after July 15, 2024, in the case of the 2024 notes, and on or after June 15, 2027, in the case of the 2027 notes, NEP OpCo may redeem some or all of the notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest.

~~In October 2017, NEP OpCo and its direct subsidiaries entered into an amendment of the senior secured revolving credit facility. See Part II - Item 5 for further discussion.~~

~~NEXTERA ENERGY PARTNERS, LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(unaudited)~~

~~Equity~~ - In June 2017, NEP entered into a Series A Preferred Unit Purchase Agreement, as amended (the purchase agreement), to issue and sell in a private placement in one or more tranches on or before December 31, 2017, as determined by NEP, $550 million of Series A convertible preferred units representing limited partner interests in NEP (preferred units) at a purchase price of $39.2253 per preferred unit. NEP will contribute the proceeds from each closing to NEP OpCo in exchange for an equivalent number of a new series of NEP OpCo preferred units with economically equivalent rights to the preferred units.

Pursuant to the purchase agreement, the NEP partnership agreement was amended and restated to establish the rights and preferences of the preferred units. The preferred units will be a new class of securities that will rank senior to the common units representing limited partner interests in NEP (common units). The preferred units will vote on an as-converted basis with the common units and will have certain class voting rights with respect to amendments that adversely affect their distribution, liquidation or conversion rights, their ranking or certain other protections under the NEP partnership agreement.

Holders of the preferred units will receive cumulative quarterly distributions equal to $0.4413 per unit for quarters ending on or before the third anniversary of the issuance date of the preferred units, which will be prorated for the quarter during which the preferred units are issued and which may be paid, at NEP’s election, in cash, in kind or a combination thereof. For quarters ending after the third anniversary of the issuance date, holders will receive cumulative quarterly distributions equal to the greater of $0.4413 per unit and the amount that the preferred units would have received if they had converted into common units at the then-applicable conversion rate (defined below), and NEP may elect to pay up to 1/9th of the subsequent distribution period amounts in kind. The quarterly distribution amount and portion of the distribution that may be paid in kind will be prorated for the quarter that includes the third anniversary of the issuance date. If NEP fails to pay a distribution during a subsequent distribution period, NEP would be unable to pay any distributions on or redeem or repurchase any junior securities, including the common units, prior to paying the unpaid cash component of the quarterly distribution, including any previously accrued and unpaid cash distributions.

Each holder of preferred units (together with its affiliates) may elect to convert all or any portion of its preferred units into common units initially on a one-for-one basis, subject to customary adjustments and an adjustment for any distributions that have accrued but have not been paid when due (the conversion rate), at any time after June 20, 2019, subject to certain conditions. NEP may elect to convert all or a portion of the preferred units into common units based on the conversion rate at any time after the first anniversary of the date of issuance of the preferred units being converted if certain conditions, including specific common unit price and trading volume conditions, are met and subject to certain maximum conversion amounts prior to the third anniversary of the final closing date under the purchase agreement. In addition, certain change of control events, as specified in the NEP partnership agreement, will result in, or provide holders of the preferred units with the right to elect, conversion of preferred units to common units (or substantially equivalent securities of a surviving entity) or redemption of the preferred units, with such redemption to be paid in cash or common units at NEP's discretion. Beginning January 1, 2021, NEP will give the purchasers certain rights to require NEP, under certain circumstances, to initiate underwritten offerings for the common units that are issuable upon conversion of the preferred units.

~~On October 25, 2017,~~April 24, 2023, the board of directors of NEP authorized a distribution of ~~$0.3925~~$0.8425 per common unit payable on ~~November 14, 2017~~May 15, 2023 to its common unitholders of record on ~~November 6, 2017.~~May 5, 2023. NEP anticipates that an adjustment will be made to the conversion ratio for the 2021 convertible notes under the related indenture on the ex-distribution date for such distribution, which will be computed using the last reported sale price of NEP’s units on the day before the ex-distribution date, subject to certain carryforward provisions in the indenture.

Earnings Per Unit -– Diluted earnings per unit ~~are~~is calculated based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of convertible notes and common units issuable pursuant to an exchange notice (see Common Unit Issuances below). During the ~~convertible notes. The~~periods with dilution, the dilutive effect of the 2022 convertible notes, 2021 convertible notes and the 2020 convertible notes is computed using the if-converted ~~method.~~

~~Common~~method and common units issuable pursuant to the exchange notice is computed using the treasury stock method.

The reconciliation of NEP's basic and diluted earnings per unit for the three months ended March 31, 2023 and 2022 is as follows:


	Three Months Ended March 31,
			2023		2022
		(millions, except per unit amounts)



Numerator – Net income (loss) attributable to NEP			$	(14)	$	144

Denominator:
Weighted-average number of common units outstanding – basic			87.3		83.9
Dilutive effect of common units issuable and convertible notes(a)			0.6		0.1
Weighted-average number of common units outstanding and assumed conversions			87.9		84.0
Earnings (loss) per unit attributable to NEP:
Basic			$	(0.17)	$	1.72
Assuming dilution			$	(0.17)	$	1.72

————————————

(a)During the three months ended March 31, 2023, the 2022 convertible notes, ~~which~~the 2021 convertible notes and the 2020 convertible notes were antidilutive and as such were not included in the calculation of diluted earnings per unit ~~due to their antidilutive effect were approximately 1.4 million and 0.5 million for the three and nine months ended September 30, 2017, respectively.~~.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

ATM Program – During the three months ended March 31, 2023, NEP issued approximately 2.3 million common units under its at-the-market equity issuance program (ATM program) for net proceeds of approximately $152 million. In March 2023, as no amounts then remained available for issuance under the ATM program, NEP renewed its ATM program pursuant to which common units having an aggregate sales price of $500 million may be offered and sold. In April 2023, NEP issued approximately 2.4 million common units under the renewed ATM program for net proceeds of approximately $134 million. During the three months ended March 31, 2022, NEP did not issue any common units under the ATM program. Fees related to the ATM program were approximately $1 million for the three months ended March 31, 2023.

7. Common Unit Issuances – In January 2023, NEE Equity delivered notice to NEP OpCo of its election to exchange 0.9 million NEP OpCo common units for NEP common units on a one-for-one basis and in April 2023, NEP issued 0.9 million NEP common units to consummate the exchange. Also in April 2023, NEE Equity delivered notice to NEP OpCo of its election to exchange an additional 0.9 million NEP OpCo common units for NEP common units on a one-for-one basis. The exchange of common units, and related issuance of NEP common units, is expected to occur in the second quarter of 2023.

Class B Noncontrolling Interests – In January 2023, NEP sold its ownership interests in one wind project with a net generating capacity of approximately 62 MW to a third party and approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B membership interests in NEP Renewables II (see Note 10 – Disposal of Wind Project).

In March 2023, relating to the December 2022 acquisition, a wind generation facility in New York with net generating capacity of approximately 54 MW was transferred to NEP Renewables IV. See Note 1.

In 2019, a subsidiary of NEP sold Class B membership interests in STX Midstream, NEP's subsidiary which owns natural gas pipeline assets located in Texas, to a third-party investor. In March 2023, NEP paid aggregate cash consideration of approximately $196 million to the third-party investor after electing to exercise a portion of its buyout right and purchase 25% of the Class B membership interests in STX Midstream. In April 2023, NEP exercised its option to purchase an additional 25% of the originally issued Class B membership interests in STX Midstream for approximately $194 million which brings the total buyout to 50%. The cumulative purchase price of approximately $390 million was funded using proceeds generated from unit sales executed under the ATM program and draws on the STX Holdings revolving credit facility (see ATM Program above and Note 7).

Accumulated Other Comprehensive Income (Loss) – During the three months ended March 31, 2023, NEP recognized less than $1 million of other comprehensive income related to equity method investees. During the three months ended March 31, 2022, NEP did not recognize any other comprehensive income (loss) related to equity method investees. At March 31, 2023 and 2022, NEP's accumulated other comprehensive loss totaled approximately $16 million and $18 million, respectively, of which $9 million and $10 million, respectively, was attributable to noncontrolling interest and $7 million and $8 million, respectively, was attributable to NEP.

Accumulated Other Comprehensive Income (Loss)
Net Unrealized
Gains (Losses) on
Cash Flow Hedges Net Unrealized
Gains (Losses) on
Foreign Currency
Translation
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
Total
(millions)
Three months ended September 30, 2017
Balances, June 30, 2017 $ (1 ) $ (102 ) $ (15 ) $ (118 )
Amounts reclassified from AOCI to interest expense 1
—
—
1
Net unrealized gains on foreign currency translation —
5
—
5
Net other comprehensive income 1
5
—
6
Balances, September 30, 2017 $ —
$ (97 ) $ (15 ) $ (112 )
AOCI attributable to noncontrolling interest $ (1 ) $ (95 ) $ (16 ) $ (112 )
AOCI attributable to NEP $ 1
$ (2 ) $ 1
$ —

Accumulated Other Comprehensive Income (Loss)
Net Unrealized
Gains (Losses) on
Cash Flow Hedges Net Unrealized
Gains (Losses) on
Foreign Currency
Translation
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
Total
(millions)
Nine months ended September 30, 2017
Balances, December 31, 2016 $ (4 ) $ (105 ) $ (16 ) $ (125 )
Amounts reclassified from AOCI to interest expense 4
—
—
4
Net unrealized gains on foreign currency translation —
8
—
8
Other comprehensive income related to equity method investee —
—
1
1
Net other comprehensive income 4
8
1
13
Balances, September 30, 2017 $ —
$ (97 ) $ (15 ) $ (112 )
AOCI attributable to noncontrolling interest $ (1 ) $ (95 ) $ (16 ) $ (112 )
AOCI attributable to NEP $ 1
$ (2 ) $ 1
$ —

~~NEXTERA ENERGY PARTNERS, LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(unaudited)~~

Accumulated Other Comprehensive Loss
Net Unrealized
Gains (Losses) 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 September 30, 2016
Balances, June 30, 2016 $ (8 ) $ (101 ) $ (20 ) $ (129 )
Amounts reclassified from AOCI to interest expense 2
—
—
2
Net unrealized losses on foreign currency translation —
(1 ) —
(1 )
Other comprehensive income related to equity method investee —
—
1
1
Net other comprehensive income (loss) 2
(1 ) 1
2
Balances, September 30, 2016 $ (6 ) $ (102 ) $ (19 ) $ (127 )
AOCI attributable to noncontrolling interest $ (6 ) $ (98 ) $ (19 ) $ (123 )
AOCI attributable to NEP $ —
$ (4 ) $ —
$ (4 )

Accumulated Other Comprehensive Loss
Net Unrealized
Gains (Losses) on
Cash Flow Hedges Net Unrealized
Gains (Losses) on
Foreign Currency
Translation
Other Comprehensive
Loss Related to
Equity Method Investee
Total
(millions)
Nine months ended September 30, 2016
Balances, December 31, 2015 $ (11 ) $ (108 ) $ (18 ) $ (137 )
Amounts reclassified from AOCI to interest expense 5
—
—
5
Net unrealized gains on foreign currency translation —
6
—
6
Other comprehensive loss related to equity method investee —
—
(1 ) (1 )
Net other comprehensive income (loss) 5
6
(1 ) 10
Balances, September 30, 2016 $ (6 ) $ (102 ) $ (19 ) $ (127 )
AOCI attributable to noncontrolling interest $ (6 ) $ (98 ) $ (19 ) $ (123 )
AOCI attributable to NEP $ —
$ (4 ) $ —
$ (4 )

8.9. 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~~NEP's condensed consolidated statements of ~~income.~~income (loss). Additionally, acertain NEP ~~subsidiary pays an affiliate~~subsidiaries pay affiliates for transmission and retail power services which are reflected as operations and maintenance in ~~the~~NEP's condensed consolidated statements of ~~income.~~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~~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

~~NEXTERA ENERGY PARTNERS, LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(unaudited)~~

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 ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 include approximately ~~$17~~$41 million ~~and $49 million, respectively,~~ and for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2022 include ~~$12~~approximately $38 million ~~and $28 million, respectively,~~ related to the MSA.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Cash Sweep and Credit Support Agreement -– NEP OpCo is a party to athe CSCS agreement with NEER under which NEER and certain of its ~~subsidiaries may~~affiliates provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo ~~will pay~~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 ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 include approximately $1$2 million ~~and $3 million, respectively,~~ and for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2022 include ~~$1 million and~~approximately $2 million ~~respectively,~~ related to the CSCS agreement.

NEER and certain of its ~~subsidiaries~~affiliates may withdraw funds (Project Sweeps) ~~received by~~from NEP OpCo under the CSCS agreement or ~~its~~NEP OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its ~~subsidiaries~~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 ~~subsidiaries~~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 otherwise demands the return of such funds. If NEER ~~fails~~or its affiliates fail to return withdrawn funds when required by ~~NEP's~~NEP OpCo'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. ~~As of September 30, 2017~~At March 31, 2023 and December 31, ~~2016,~~2022, the cash sweep amounts held in accounts belonging to NEER or its ~~subsidiaries~~affiliates were approximately ~~$366~~$21 million and ~~$65~~$298 million, respectively, and are included in due from related parties on ~~the~~NEP's 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. ~~As of September 30, 2017,~~In addition, NEECH and NEER provided guarantees associated with obligations, primarily incurred and future construction payables, associated with the December 2022 acquisition from NEER discussed in Note 1. At March 31, 2023, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately ~~$657 million~~$4.6 billion related to these obligations. ~~Agreements~~

Due from Related Parties – Current amounts due from related parties on NEP's condensed consolidated balance sheets primarily represent construction completion costs NEER owes NEP associated with the December 2022 acquisition and transfer of Eight Point (see Note 1). Substantially all of these construction costs are subject to structured payables arrangements which were entered into while the ~~sale~~projects were owned by NEER. Under the structured payables program at NEE, negotiable drafts were issued to settle invoices with suppliers with payment terms that extended the original invoice due date (typically 30 days) to less than one year. NEE, NEP and their subsidiaries are not party to any contractual agreements between the suppliers and the applicable financial institutions. As of March 31, 2023 and December 31, 2022, NEP's outstanding obligations under the structured payables were approximately $721 million and $770 million, respectively, which are included in accounts payable and accrued expenses with a corresponding receivable reported in due from related parties on NEP's condensed consolidated balance sheets.

Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze (see Note 1), a subsidiary of NEP acquired a note payable from a subsidiary of NEER relating to restricted cash reserve funds put in place for certain operational costs at the project based on a requirement of the differential membership ~~interests require NEER to guarantee payments due by~~investor. At March 31, 2023 and December 31, 2022, the ~~VIEs~~note payable was approximately $62 million and ~~the indemnifications to the VIEs' respective investors. As of September 30, 2017, NEER guaranteed~~$48 million, respectively and is included in long-term debt on NEP's condensed consolidated balance sheets. The note payable does not bear interest and does not have a ~~total of approximately $86 million related to these obligations.~~maturity date.

Due to Related ~~Party~~ ~~- Non-current~~Parties – Noncurrent amounts due to related ~~party~~parties on ~~the~~NEP's 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 ~~non-current~~ assets on ~~the~~NEP's condensed consolidated balance sheets.

Transportation and Fuel Management Agreements - ~~In connection with the Texas pipelines acquisition, a~~– 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. ~~During the three and nine months ended September 30, 2017,~~ NEP recognized ~~approximately $2 million and $7 million, respectively, and for the three and nine months ended September 30, 2016 recognized approximately $2 million and $8 million, respectively, in~~ revenues related to the transportation and fuel management ~~agreements.~~agreements of approximately $2 million for both the three months ended March 31, 2023 and 2022.

~~9. Summary of Significant Accounting and Reporting Policies~~

~~Revenue Recognition~~ - In May 2014, the Financial Accounting Standards Board (FASB) issued an accounting standards update, which was subsequently amended, that provides guidance on the recognition of revenue from contracts with customers and requires additional disclosures regarding such contracts. NEP's operating revenues are derived primarily from the sale of energy and performance of natural gas transportation services. NEP continues to evaluate its individual contracts in order to determine the impact, if any, this standards update will have on its consolidated financial statements. NEP intends to apply this standards update using the modified retrospective approach with the cumulative effect, if any, recognized as an adjustment to retained earnings as of January 1, 2018.

~~Accounting for Partial Sales of Nonfinancial Assets -~~ In February 2017, the FASB issued an accounting standards update regarding the accounting for partial sales of nonfinancial assets. NEP intends to apply this standards update retrospectively with the cumulative

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

10. Summary of Significant Accounting and Reporting Policies

~~effect recognized as an adjustment to retained earnings as~~Restricted Cash – At March 31, 2023 and December 31, 2022, NEP had approximately $51 million and $49 million, respectively, of ~~January 1, 2018, concurrent with the FASB's revenue recognition standards update. Based~~ restricted cash included in current other assets on NEP's condensed consolidated balance sheets. Restricted cash at March 31, 2023 and December 31, 2022 is primarily related to an operating cash reserve. Restricted cash reported as current ~~analysis, this standards update is expected to affect~~assets are recorded as such based on the ~~accounting~~anticipated use of these funds.

Property, Plant and ~~related financial statement presentation for~~Equipment – Property, plant and equipment consists of the ~~sales of~~following:


	March 31, 2023		December 31, 2022
	(millions)
Property, plant and equipment, gross	$	17,392	$	17,039
Accumulated depreciation	(2,216)		(2,090)
Property, plant and equipment – net	$	15,176	$	14,949

Noncontrolling Interests – At March 31, 2023, noncontrolling interests on NEP's condensed consolidated balance sheets primarily reflect the Class B noncontrolling ownership interests (the Class B noncontrolling ownership interests in NEP Renewables II, NEP Pipelines, STX Midstream, Genesis Holdings, NEP Renewables III and NEP Renewables IV owned by third parties), the differential membership interests, NEE Equity's approximately 53.1% noncontrolling interest in NEP OpCo, NEER's approximately 50% noncontrolling ownership interest in Silver State, NEER's 33% noncontrolling interest in Sunlight Renewables Holdings and NEER's 51% noncontrolling interest in Emerald Breeze (see Note 1), non-affiliated parties' 10% interest in one of the Texas pipelines and 50% interest in Star Moon Holdings and the non-economic ownership interests. The impact of the net income (loss) attributable to ~~third-party investors. NEP anticipates~~ the ~~liability reflected as deferral related to~~ differential membership interests ~~on NEP's consolidated balance sheets will be reclassified to noncontrolling interests~~ and the ~~amount currently being recognized in benefits associated with differential membership~~Class B noncontrolling ownership interests ~~- net in NEP's consolidated statements of income will be reflected as a reduction~~are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to noncontrolling interests. Additionally, NEP continues to evaluate the sales of differential membership interests to third-party investors to determine if the amount or timing of income attributed to differential membership interests could change materially from amounts recorded under its current accounting method.

~~Property, Plant and Equipment - net~~ - NEP reviews the estimated useful lives of its fixed assets on an ongoing basis. NEP's most recent review indicated that the actual lives of certain equipment at its wind plants are expected to be longer than those previously estimated for depreciation purposes. As a result, effective January 1, 2017, NEP changed the estimated useful lives of certain wind plant equipment from 30 years to 35 years to better reflect the period during which these assets are expected to remain in service. This change increased net income(loss) attributable to NEP ~~by approximately $1 million and $3 million and basic and diluted earnings per unit attributable to NEP by approximately $0.02 and $0.06 for~~based on the ~~three and nine months ended September 30, 2017, respectively. For the year ended December 31, 2017, the change is expected to increase net income attributable to NEP by approximately $5 million.~~

~~10. Commitments and Contingencies~~

~~Land Use Commitments -~~ The project owners are parties to various agreements that provide for payments to landowners for the right to use the land upon which the projects are located. These leases and easements can typically be renewed by the project owners for various periods. The annual fees range from minimum rent payments varying by lease to maximum rent payments of a certainrespective ownership percentage of gross revenues, varying by lease. Total lease expense was approximately $5 million and $17 million for the three and nine months ended September 30, 2017, respectively, and $5 million and $16 million for the three and nine months ended September 30, 2016, respectively, and is included in operations and maintenance expenses in the condensed consolidated statements of income.

~~The total minimum non-cancelable rental commitments at September 30, 2017 under these land use agreements are as follows:~~

Land Use
Commitments
(millions)
Remainder of 2017 $ 2
2018 11
2019 11
2020 11
2021 11
Thereafter 360
Total minimum land use payments $ 406

One of NEP’s solar project's land leases includes a right-of-way lease/grant that provides for payments to the BLM for the right to use the public lands upon which the project is located. The lease may be renewed at expiration at the solar project's option and will be subject to the regulations existing at the time of renewal. In connection with the termsNEP OpCo. Details of the ~~lease, the solar project obtained a surety bond from a non-affiliated party~~activity in ~~favor of the BLM for approximately $23 million. The surety bond remains~~noncontrolling interests are below:


	Class B Noncontrolling Ownership Interests		Differential Membership Interests		NEE's Indirect Noncontrolling Ownership Interests(a)		Other Noncontrolling Ownership Interests		Total Noncontrolling Interests
Three months ended March 31, 2023	(millions)




















Balances, December 31, 2022	$	5,031	$	4,359	$	891	$	1,065	$	11,346

Acquisition of subsidiaries with differential membership interests	—		—		72		—		72


Net income (loss) attributable to noncontrolling interests	88		(193)		(49)		15		(139)


Distributions, primarily to related parties	—		—		(88)		(10)		(98)
Changes in non-economic ownership interests, net of distributions	—		—		—		11		11
Differential membership investment contributions, net of distributions	—		50		—		—		50
Payments to Class B noncontrolling interest investors	(70)		—		—		—		(70)
Sale of differential membership interest	—		92		—		—		92

Exercise of Class B noncontrolling interest buyout right	(196)		—		—		—		(196)
Other	—		(1)		1		1		1
Balances, March 31, 2023	$	4,853	$	4,307	$	827	$	1,082	$	11,069

————————————

(a)Primarily reflects NEE Equity's noncontrolling interest in effect until the BLM is satisfied that there is no outstanding liability on the bond or satisfactory replacement bond coverage is furnished. Certain varying lease payments are considered contingent rentNEP OpCo and ~~therefore, expense is recognized as incurred.~~NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.

~~Development, Engineering and Construction Commitments -~~ At September 30, 2017, the Texas pipelines had several open engineering, procurement and construction contracts related to the procurement of materials and services. As of September 30, 2017, the Texas pipelines have remaining commitments under these contracts of approximately $4 million.

~~Letter of Credit Facilities -~~ Two of NEP’s projects entered into letter of credit (LOC) facilities under which the LOC lenders may issue standby letters of credit not to exceed approximately $107 million in the aggregate. These LOC facilities have maturity dates of June 2022 and July 2022. As of September 30, 2017, approximately $93 million of LOCs was outstanding primarily related to debt service reserves and as security for certain of the projects' agreements, including a PPA.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(unaudited)


	Class B Noncontrolling Ownership Interests		Differential Membership Interests		NEE's Indirect Noncontrolling Ownership Interests(a)		Other Noncontrolling Ownership Interests		Total Noncontrolling Interests
Three months ended March 31, 2022	(millions)



















Balances, December 31, 2021	$	3,783	$	3,150	$	(38)	$	966	$	7,861



Net income (loss) attributable to noncontrolling interests	69		(148)		232		31		184


Distributions, primarily to related parties	—		—		(77)		(1)		(78)

Differential membership investment contributions, net of distributions	—		36		—		—		36
Payments to Class B noncontrolling interest investors	(16)		—		—		—		(16)

Reclassification of redeemable noncontrolling interests	—		206		—		—		206


Other	(1)		—		(5)		7		1
Balances, March 31, 2022	$	3,835	$	3,244	$	112	$	1,003	$	8,194

~~Canadian FIT Contracts~~ ~~-The FIT contracts~~————————————

(a)Primarily reflects NEE Equity's noncontrolling interest in NEP OpCo and NEER's noncontrolling interest in Silver State.

Redeemable Noncontrolling Interests – In connection with the December 2021 acquisition from NEER, NEP recorded redeemable noncontrolling interests of approximately $321 million relating to ~~NEP's~~certain contingencies whereby NEP may have been obligated to either redeem interests of third-party investors in certain projects which were under construction or return proceeds to third-party investors in certain projects. During the three months ending March 31, 2022, the construction of projects was completed which resolved one of the contingencies and the redeemable noncontrolling interests amount related to the completion of the projects of approximately $206 million was reclassified to noncontrolling interests.

Reference Rate Reform – In March 2020, the Financial Accounting Standards Board (FASB) issued an accounting standards update which provides certain options to apply GAAP guidance on contract modifications and hedge accounting as companies transition from the London Inter-Bank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. NEP’s contracts that reference LIBOR or other interbank offered rates mainly relate to debt and derivative instruments. The standards update was effective upon issuance and can be applied prospectively through December 31, 2024. As agreements that reference LIBOR or other interbank offered rates as an interest rate benchmark are amended, NEP evaluates whether to apply the options provided by the standards update with regard to eligible contract modifications.

Disposal of Wind Project – In January 2023, a subsidiary of NEP completed the sale of a 62 MW wind ~~projects~~project located in ~~Canada (Canadian projects) require suppliers~~Barnes County, North Dakota for approximately $50 million, subject to ~~source a minimum percentage~~working capital and other adjustments. Approximately $45 million of ~~their equipment and services~~the cash proceeds from ~~Ontario resident suppliers to meet~~ the minimum required domestic content level (MRDCL). The MRDCL for two projects is 25% and the MRDCL for the other two projects is 50%. Following their respective CODs, the Canadian projects submitted reportssale were distributed to the Independent Electricity System Operator (IESO) summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and the IESO issued letters to the Canadian projects acknowledging the completenessthird-party owner of their domestic content reports. The IESO has the right to audit the Canadian projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs. The failure by any of these projects to achieve its MRDCL could resultClass B membership interests in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for any of these Canadian projects could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

~~Acquisition Holdback~~ -NEP Renewables II (see Note 8 – Class B Noncontrolling Interests). At December 31, ~~2016,~~2022, the carrying amounts of the major classes of assets related to the wind project of approximately $51 million, which primarily represent property, plant and equipment – net, were classified as held for sale and included in current other assets on NEP's condensed consolidated balance ~~sheets~~sheet and liabilities associated with assets held for sale of approximately $1 million were included an acquisition holdback related to the satisfaction of any indemnification obligations of the Texas pipelines sellers through April 2017 (indemnity holdback). During the nine months ended September 30, 2017 the indemnity holdback was released under the terms of the Texas pipelines acquisition agreement and approximately $200 million was paid to the sellers.in current other liabilities on NEP's condensed consolidated balance sheet.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

NEP is a growth-oriented limited partnership formed ~~by NEE~~ 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 ~~September 30, 2017,~~March 31, 2023, NEP owned ~~a controlling, non-economic general~~an approximately 46.9% limited partner interest in NEP OpCo and ~~an approximately 34.9%~~NEE Equity owned a noncontrolling 53.1% limited partner interest in NEP OpCo. Through NEP OpCo, NEP ~~owns~~has ownership interests in a portfolio of contracted renewable generation assets consisting of wind, solar and ~~solar~~battery storage 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 ~~2016~~2022 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.

~~During 2016~~In 2022, indirect subsidiaries of NEP completed the acquisition of ownership interests in wind and ~~2017,~~solar-plus-storage generation facilities and the acquisition of a battery storage facility with a combined net generating capacity totaling approximately 992 MW and net storage capacity totaling 186 MW. In March 2023, in connection with the December 2022 acquisition, a wind generation facility with a net generating capacity of approximately 54 MW was transferred to a subsidiary of NEP (see Note 1). In January 2023, NEP completed ~~several acquisitions from NEER, which were transfers~~the sale of assets between entities under common control and required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the common control acquisitions prior to their respective acquisition dates.a 62 MW wind project located in North Dakota. See Note 1.

10 – Disposal of Wind Project. In ~~October 2017,~~April 2023, an indirect subsidiary of NEP entered into an agreement with an indirect ~~subsidiary~~subsidiaries of NEER to acquire ownership interests in ~~four~~a portfolio of wind and solar ~~generation facilities~~projects with ~~contracted~~a combined net generating capacity totaling approximately ~~691~~688 MW. See Part II -– Item 55(b) for further discussion.

Results of Operations


	Three Months Ended March 31,
		2023		2022
		(millions)
OPERATING REVENUES
Renewable energy sales		$	245	$	224
Texas pipelines service revenues		56		57
Total operating revenues		301		281
OPERATING EXPENSES
Operations and maintenance		154		129
Depreciation and amortization		132		103
Taxes other than income taxes and other		12		15
Total operating expenses – net		298		247

OPERATING INCOME		3		34
OTHER INCOME (DEDUCTIONS)
Interest expense		(210)		284
Equity in earnings of equity method investees		28		45
Equity in earnings (losses) of non-economic ownership interests		(8)		19
Other – net		2		1
Total other income (deductions) – net		(188)		349
INCOME (LOSS) BEFORE INCOME TAXES		(185)		383
INCOME TAX EXPENSE (BENEFIT)		(34)		50
NET INCOME (LOSS)		(151)		333

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS		137		(189)
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP		$	(14)	$	144

Three Months Ended
September 30, Nine Months Ended
September 30,
2017
2016^(a)
2017
2016^(a)
(millions)
Statement of Income Data:
OPERATING REVENUES
Renewable energy sales $ 127
$ 144
$ 419
$ 418
Texas pipelines service revenues 50
47
144
138
Total operating revenues 177
191
563
556
OPERATING EXPENSES
Operations and maintenance 56
52
170
146
Depreciation and amortization 50
54
149
161
Taxes other than income taxes and other 5
5
14
14
Total operating expenses 111
111
333
321
OPERATING INCOME 66
80
230
235
OTHER INCOME (DEDUCTIONS)
Interest expense (50 ) (41 ) (154 ) (203 )
Benefits associated with differential membership interests - net 15
14
60
45
Equity in earnings of equity method investee 11
11
18
19
Equity in earnings (losses) of non-economic ownership interests 9
—
12
(20 )
Revaluation of contingent consideration —
101
—
118
Other - net —
—
(2 ) (4 )
Total other income (deductions) - net (15 ) 85
(66 ) (45 )
INCOME BEFORE INCOME TAXES 51
165
164
190
INCOME TAX EXPENSE 13
30
32
23
NET INCOME $ 38
$ 135
$ 132
$ 167

~~_________________________~~


~~(a)~~	~~Prior-period financial information has been retrospectively adjusted as discussed in Note 1.~~

Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to Three Months Ended ~~September 30, 2016~~March 31, 2022

Operating Revenues

Operating revenues ~~primarily consist of income from~~increased $20 million for the ~~sale of~~three months ended March 31, 2023. Renewable energy ~~under PPAs and services provided under natural gas transportation agreements. Operating revenues decreased approximately $14~~sales increased $21 million during the three months ended ~~September 30, 2017~~March 31, 2023 primarily reflecting higher revenues of approximately $37 million associated with the renewable energy projects acquired in 2022, partly offset by lower revenues due to unfavorable ~~wind~~ resource of ~~approximately $18~~$11 million ~~during 2017, partially offset by $3 million favorable~~and lower market prices of $5 million. Texas pipelines service ~~revenue.~~

~~Operating Expenses~~

~~Operations and Maintenance~~

O&M expense includes interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under the MSA, ASAs and O&M agreements. See Note 8. O&M expense also includes the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long-term, operating income or operating capacity. O&M expense increased approximately $4revenues decreased $1 million during the three months ended ~~September 30, 2017~~March 31, 2023.

Operating Expenses

Operations and Maintenance

O&M expenses increased $25 million during the three months ended March 31, 2023 primarily ~~due to an increase~~reflecting higher net operating expenses at the existing NEP projects of $6$12 million, higher O&M expenses of approximately $10 million associated with the renewable energy projects acquired in 2022 and higher corporate operating expenses of $3 million primarily reflecting higher IDR fees related to growth in NEP's distributions to its ~~unitholders, partially offset by the absence of approximately $2 million of accretion of acquisition holdbacks associated with the Texas pipelines acquisition.~~common unitholders.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on consistent depreciable asset lives and depreciation methodologies. For certain U.S. renewable energy projects, CITCs have been elected and are recorded as a reduction in property, plant and equipment - net on the condensed consolidated balance sheets and amortized as a reduction to depreciation and amortization expense over the estimated life of the related property. Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations and the amortization of finite-lived intangible assets.

~~Depreciation and amortization expense decreased approximately $4~~increased $29 million during the three months ended ~~September 30, 2017~~March 31, 2023 primarily ~~due to~~reflecting depreciation and amortization associated with the ~~change~~renewable energy projects acquired in ~~the estimated useful lives of certain equipment. See Note 9.~~2022.

Other Income (Deductions)

Interest Expense

~~Interest~~The change in interest expense ~~primarily consists~~ of ~~interest on long-term debt and mark-to-market losses on interest rate swaps. Interest expense increased~~ approximately $9$494 million during the three months ended ~~September 30, 2017~~March 31, 2023 primarily ~~due~~reflects $491 million of less favorable mark-to-market activity ($163 million of losses recorded in 2023 compared to $4$328 million of gains in ~~higher interest cost related to additional debt issuances, a $3 million increase~~2022).

Equity in ~~mark-to-market losses on interest rate swaps and a $2 million write-off~~Earnings of ~~deferred debt issuance costs associated with the repayment~~Equity Method Investees

Equity in earnings of ~~certain term loans. See Note 6.~~

~~Benefits Associated with Differential Membership Interests - net~~

Benefits associated with differential membership interests - net reflect benefits recognized by NEP as third-party investors received their portion of the economic attributes, including income tax attributes, of the underlying wind projects net of associated costs. The increase in benefits associated with differential membership interests - net ofequity method investees decreased approximately $1$17 million during the three months ended ~~September 30, 2017 relates to~~March 31, 2023 primarily reflecting lower earnings at various existing equity method investees primarily reflecting unfavorable mark-to-market activity on interest costs of approximately $4 million primarily associated with the ongoing paydown of differential membership interest obligations, partially offset by $3 million attributable to unfavorable wind resource.rate swaps in 2023.

Equity in Earnings ~~(Losses)~~ of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests ~~increased by~~decreased approximately $9$27 million during the three months ended ~~September 30, 2017~~March 31, 2023 primarily reflecting ~~a $10 million increase in operating income due to the commencement of the PPA of one of the related projects in November 2016, partially offset by a $1 million increase in the~~unfavorable mark-to-market ~~losses~~activity on interest rate ~~derivative contracts recorded at the related projects.~~swaps in 2023.

~~Revaluation of Contingent Consideration~~Income Taxes

For the three months ended September 30, 2016, revaluation of contingent consideration reflects a fair value adjustment of approximately $101 million to decrease the contingent holdback associated with the Texas pipelines acquisition. See Note 3 - Contingent Consideration.

~~Income Taxes~~

For periods after the NEP acquisition date, income taxes include NEP's applicable ownership share of U.S. taxes and 100% of Canadian taxes. Net income or loss attributable to noncontrolling interest includes no U.S. taxes and NEER's applicable ownership share of Canadian taxes. Net income attributable to NEP includes NEP's applicable ownership share of U.S. and Canadian taxes.

~~For the three months ended September 30, 2017,~~March 31, 2023, NEP recorded income tax ~~expense~~benefit of approximately ~~$13~~$34 million on ~~income~~loss before income taxes of ~~$51~~$185 million, resulting in an effective tax rate of ~~25%~~18%. The tax benefit is comprised primarily of income tax benefit of approximately $39 million at the statutory rate of 21%, $7 million of PTC and $5 million of state taxes, partly offset by $17 million of income tax expense attributable to noncontrolling interests.

For the three months ended March 31, 2022, NEP recorded income tax expense of approximately $50 million on income before income taxes of $383 million, resulting in an effective tax rate of 13%. The tax expense is comprised primarily of income tax expense of ~~$18~~approximately $80 million at the statutory rate of ~~35%, partially~~21% and $9 million of state taxes, partly offset by ~~income tax benefit of $7~~$39 million of income tax benefit attributable to noncontrolling ~~interest.~~interests.

Net Income (Loss) Attributable to Noncontrolling Interests

For the three months ended ~~September 30, 2016, NEP recorded~~March 31, 2023, the change in net income tax expense of approximately $30 million on income before income taxes of $165 million, resulting in an effective tax rate of 18%. The tax expense is comprised primarily of income tax expense of $58 million at the statutory rate of 35%, $5 million due to earnings mix and $4 million of state income taxes, partially offset by income tax benefit of $37 million of income tax(loss) attributable to noncontrolling ~~interest.~~

~~Due~~interests primarily reflects a net loss allocation to NEE Equity's noncontrolling interest in 2023 compared to a net income allocation in 2022 and the ~~transition~~net loss to differential membership investors resulting from ~~predecessor to successor method of accounting for income taxes, comparing current period results to~~ the ~~same period~~renewable energy projects acquired in ~~the prior year does not provide meaningful information.~~2022. See Note 2.10 – Noncontrolling Interests.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Operating Revenues~~

Operating revenues increased approximately $7 million during the nine months ended September 30, 2017 primarily due to an increase in Texas pipelines service revenues of approximately $6 million for reimbursable operating costs.

~~Operating Expenses~~

~~Operations and Maintenance~~

O&M expense increased approximately $24 million during the nine months ended September 30, 2017 primarily due to an increase of $20 million in IDR fees related to growth in NEP's distributions to its unitholders, an increase of $6 million in Texas pipelines reimbursable operating costs and $4 million in renewable asset maintenance costs. These increases were partially offset by the absence of approximately $6 million of accretion of acquisition holdbacks associated with the Texas pipelines acquisition.

~~Depreciation and Amortization~~

Depreciation and amortization expense decreased approximately $12 million during the nine months ended September 30, 2017 primarily due to the change in the estimated useful lives of certain equipment. See Note 9.

~~Other Income (Deductions)~~

~~Interest Expense~~

Interest expense decreased approximately $49 million during the nine months ended September 30, 2017 primarily due to a $62 million decrease in the mark-to-market losses on interest rate swaps, partially offset by an increase of $8 million in higher interest costs related to additional debt issuances, $4 million in higher interest costs related to debt at one of NEP's subsidiaries and a $2 million write-off of deferred debt issuance costs associated with the repayment of certain term loans. See Note 6.

~~Benefits Associated with Differential Membership Interests - net~~

The increase in benefits associated with differential membership interests - net of approximately $15 million during the nine months ended September 30, 2017 primarily relates to lower interest costs associated with the ongoing paydown of differential membership interest obligations.

~~Equity in Earnings (Losses) of Non-Economic Ownership Interests~~

Equity in earnings of non-economic ownership interests increased by approximately $32 million during the nine months ended September 30, 2017 primarily due to a $17 million increase in operating income due to the commencement of the PPA of one of the related projects in November 2016 and favorable solar resource for one of these projects as well as a $15 million decrease in mark-to-market losses on certain interest rate derivative contracts recorded at the related projects.

~~Revaluation of Contingent Consideration~~

For the nine months ended September 30, 2016, revaluation of contingent consideration reflects fair value adjustments of approximately $118 million to decrease the contingent holdback associated with the Texas pipelines acquisition. See Note 3 - Contingent Consideration.

~~Income Taxes~~

For the nine months ended September 30, 2017, NEP recorded income tax expense of approximately $32 million on income before income taxes of $164 million, resulting in an effective tax rate of 20%. The tax expense is comprised primarily of income tax expense of $57 million at the statutory rate of 35%, partially offset by income tax benefits of $5 million of foreign tax differential and $21 million of income tax attributable to noncontrolling interest.

For the nine months ended September 30, 2016, NEP recorded income tax expense of approximately $23 million on income before income taxes of $190 million, resulting in an effective tax rate of 12%. The tax expense is comprised primarily of income tax expense of $67 million at the statutory rate of 35%, $6 million of state income taxes and $2 million due to earnings mix, partially offset by income tax benefits of $41 million of income tax attributable to noncontrolling interest and $12 million related to the reorganization of Canadian assets.

Due to the transition from predecessor to successor method of accounting for income taxes, comparing current period results to the same period in the prior year does not provide meaningful information. See Note 2.

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 and related derivative obligations (see Note 7 and Note 3), distributions to common ~~unit holders.~~unitholders and distributions to the holders of noncontrolling interests. NEP expects to satisfy these requirements primarily with ~~internally~~cash on hand and cash generated ~~cash flow.~~from operations. In addition, as a growth-oriented limited partnership, NEP expects from time to time to make acquisitions, including in connection with the exercise of buyout rights (see Note 8 – Class B Noncontrolling Interests and Note 10 – Noncontrolling Interests), and other ~~investments.~~investments (see Note 1). These acquisitions and investments are expected to be funded with ~~cash on hand, cash generated from operations,~~ borrowings under credit facilities or term loans, issuances of indebtedness, ~~and~~ issuances of additional NEP common units, including through its ATM program, or ~~preferred units.~~capital raised pursuant to other financing structures, cash on hand and cash generated from operations. NEP may also utilize non-voting common units (convertible into common units) to fund the payment of specified portions of the purchase price payable in connection with the exercise of certain buyout rights (see Note 8 – Class B Noncontrolling Interests). In addition, NEP may issue common units to satisfy NEP's conversion obligation in excess of the aggregate principal amount of the convertible notes upon conversion.

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, ~~expand~~fund additional expansion or repowering of existing projects, fund the purchase price payable in connection with the exercise of buyout rights and increase its distributions to common unitholders will depend on its ability to access ~~the~~ capital ~~markets~~ on acceptable terms.

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.~~indebtedness or equity arrangements. In addition, NEP expects from time to time to consider potential investments in new ~~acquisitions.~~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. ~~Debt~~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 ~~or its~~ subsidiaries’ financings;

• when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;

• when funds are required to be returned to NEP OpCo; or

• when otherwise demanded by NEP OpCo.

In addition, NEER and certain of its ~~subsidiaries~~affiliates may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its ~~subsidiaries~~affiliates and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by ~~NEP's~~NEP OpCo's subsidiaries’ ~~financings,~~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 ~~September 30, 2017 and December~~March 31, ~~2016,~~2023, NEP's liquidity position was approximately ~~$765 million and $484 million, respectively.~~$2,769 million. The table below provides the components of NEP’s liquidity position:

September 30, 2017 December 31, 2016
(millions)
Cash and cash equivalents $ 135
$ 147
Amounts due under the CSCS agreement 366
65
Revolving credit facilities 400
400
Less borrowings (150 ) (150 )
Letter of credit facilities 107
119
Less letters of credit (93 ) (97 )
Total^(a)
$ 765
$ 484


	March 31, 2023		Maturity Date
	(millions)
Cash and cash equivalents	$	238
Amounts due under the CSCS agreement	21
Revolving credit facilities(a)	2,500		2028
Less borrowings(b)	(50)
Less issued letters of credit	(118)
NEP Renewables IV final funding(c)	178
Total	$	2,769

____________________


~~(a)~~	~~Excludes current restricted cash of approximately $32 million and $33 million at September 30, 2017 and December 31, 2016, respectively.~~

(a) Approximately $50 million of the NEP OpCo credit facility expires in 2025. Excludes a credit facility due to restrictions on the use of the borrowings.

(b) Approximately $1 million of such borrowings have a maturity date in 2025.

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 ~~monitors~~monitor NEP's financing needs consistent with prudent balance sheet management.

Financing Arrangements

~~Revolving Credit Facilities~~

During the nine months ended September 30, 2017, a subsidiary of NEP borrowed $130 million under one of its revolving credit facilities and repaid all outstanding borrowings under such facility. As of September 30, 2017, there were no amounts outstanding under this revolving credit facility. In October 2017, NEP OpCo and its direct ~~subsidiaries entered into an amendment~~subsidiary are parties to the $2,500 million NEP OpCo credit facility. In February 2023, the maturity date was extended from February 2027 to February 2028 for essentially all of ~~this~~the NEP OpCo credit facility. During the three months ended March 31, 2023, approximately $50 million was drawn under the NEP OpCo credit facility. In April 2023, approximately $117 million was drawn under the STX Holdings revolving credit ~~facility which, among other things, increased the revolving credit facility size from $250 million to $750 million.~~facility. See ~~Part II - Item 5 for further discussion.~~Note 7.

~~Project Financings and Term Loans~~

NEP OpCo and ~~most of the projects in the portfolio~~certain indirect subsidiaries are subject to financings that contain ~~certain~~ 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 ~~the London InterBank Offered Rate and two projects accrue interest at~~an underlying index plus a ~~variable rate based upon the three-month Canadian Dealer Offered Rate.~~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 ~~loan.~~related borrowings. In addition, under the ~~project financings,~~project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash ~~on a semi-annual basis~~ 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~~financing has occurred and is continuing at the time of such distribution or would result therefrom, and each project or group of projects is otherwise in compliance with the ~~project financing covenants and, for the majority~~related covenants. For substantially all of the ~~project financings, the applicable~~project-level financing structures, minimum debt service coverage ~~ratio is satisfied. The majority of NEP's project financings include a minimum debt service coverage ratio of 1.20:1.00 that~~ratios must be ~~satisfied.~~satisfied in order to make a distribution. For one ~~project~~project-level financing, the project must maintain a

leverage ratio ~~of less than 5.0:1.0~~ and an interest coverage ratio of at least 2.75:1.00 in order to make a distribution. Under certain term loans, NEP OpCo and one of its direct subsidiaries are required to comply with certain financial covenants, including maintaining a leverage coverage ratio of less than 5.5:1.0 and an interest coverage ratio of at least 1.75:1.00 in order to make a distribution. At ~~September 30, 2017,~~March 31, 2023, NEP's subsidiaries were in compliance with all financial debt covenants under their financings.

In March and April 2017, an indirect subsidiary of NEP entered into and borrowed $350 million under variable rate senior secured term loan agreements that were due to mature in 2018 and 2019. During September 2017, a subsidiary of NEP repaid these term loans and other previously outstanding term loans, collectively totaling $950 million. See Note 6 - Debt.

~~Senior Notes~~

During September 2017, NEP issued $300 million in aggregate principal amount of convertible notes. Additionally, NEP OpCo issued $550 million in aggregate principal amount of 4.25% senior notes due 2024 and $550 million in aggregate principal amount of 4.50% senior notes due 2027. See Note 6 - Debt.

Equity Arrangements

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2023, NEP ~~did not issue any common units to the public. At September 30, 2017, NEP may issue up to~~issued approximately ~~$109~~2.3 million ~~in additional~~ common units under the ATM program. In March 2023, NEP renewed its ~~at-the-market program.~~ATM program pursuant to which common units having an aggregate sales price of $500 million may be offered and sold depending on market conditions and other considerations, to permit additional financing flexibility. In April 2023, NEP issued approximately 2.4 million common units under the renewed ATM program for net proceeds of approximately $134 million.

During the three months ended March 31, 2023, NEP exercised a buyout right and purchased 25% of the Class B membership interests in STX Midstream. In April 2023, NEP exercised its option to purchase an additional 25% of the originally issued Class B membership interests in STX Midstream which brings the total buyout to 50%. See Note 8 – Class B Noncontrolling Interests.

In ~~June 2017,~~April 2023, NEP ~~entered into~~issued 0.9 million NEP common units upon NEE Equity's exchange of NEP OpCo common units on a one-for-one basis. Also in April 2023, NEE Equity delivered notice to NEP OpCo of its election to exchange an additional 0.9 million NEP OpCo common units for NEP common units on a one-for-one basis. The exchange of common units, and related issuance of NEP common units, is expected to occur in the ~~purchase agreement to issue and sell in a private placement $550 million~~second quarter of ~~Series A convertible preferred units representing limited partner interests in NEP. See Note 6 - Equity.~~2023.

~~Contractual Obligations~~

~~NEP's contractual obligations as of September 30, 2017 were as follows:~~

Remainder of 2017 2018 2019 2020 2021 Thereafter Total
(millions)
Debt, including interest^(a)
$ 48
$ 294
$ 294
$ 644
$ 310
$ 4,082
$ 5,672
Contractual obligations^(b)
8
16
16
14
14
56
124
Revolving credit facilities fees —
1
—
—
—
—
1
Asset retirement activities^(c)
—
—
—
—
—
348
348
MSA and credit support^(d)
2
8
8
8
8
98
132
Land lease payments^(e)
2
11
11
11
11
360
406
Total $ 60
$ 330
$ 329
$ 677
$ 343
$ 4,944

$ 6,683

~~____________________~~


~~(a)~~	~~Includes principal, interest and interest rate contracts. Variable rate interest was computed using September 30, 2017 rates.~~


~~(b)~~	~~Represents estimated cash payments related to the acquisition of certain development rights and differential membership interests, as well as obligations for certain procurement contracts.~~


~~(c)~~	~~Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.~~


~~(d)~~	~~Represents minimum fees under the MSA and CSCS agreement. See Note 8.~~


~~(e)~~	~~Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.~~

Capital Expenditures

Annual capital spending plans are developed based on projected requirements byfor 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.~~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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, NEP had capital expenditures of approximately ~~$32~~$401 million and ~~$564~~$467 million, respectively. The ~~2016~~2023 capital expenditures primarily relate to the renewable energy and battery storage facility which were acquired under construction ~~prior to~~from NEER in December 2022. Such expenditures are reimbursed by NEER as contemplated in the ~~NEP~~ acquisition ~~date and exclude the purchase price of acquired projects. At September 30, 2017, estimated~~(see Note 1). The 2022 capital expenditures ~~for NEP's~~primarily reflect the newly constructed renewable energy ~~projects for the remainder~~and battery storage facilities which were acquired from NEER in December 2021. Estimates of 2017 and 2018 totaled approximately $2 million and $4 million, respectively. Planned capital expenditures associated with the Texas pipelines for the remainder of 2017 and 2018 totaled approximately $4 million and less than $1 million, respectively. There are no additional significant planned capital expenditures ~~for the remainder of 2017 through 2021 other than costs that may occur as acquisition or expansion opportunities arise. These estimates~~ are subject to continuing review and ~~adjustment~~adjustments and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

NEP's partnership agreement requires it to distribute available cash quarterly. Generally, available cash is all cash on hand at the date of determination relating to that quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by NEP's board of directors. NEP currently expects that cash reserves would be established solely to provide for the payment of income taxes by NEP, if any. Cash flow is generated from distributions NEP receives from NEP OpCo each quarter. Although, as described above, NEP currently expects that cash reserves would be established by NEP's board of directors solely to provide for the payment of any of NEP's income taxes, NEP expects NEP OpCo to establish cash reserves prior to making distributions to NEP to pay costs and expenses of NEP's subsidiaries, in addition to NEP's expenses, as well as any debt service requirements and future capital expenditures.

NEP OpCo's partnership agreement requires it to distribute all of its available cash to its common and preferred unitholders, including NEP, each quarter. Generally, NEP OpCo's available cash is all cash on hand at the date of determination relating to that quarter, plus any funds borrowed, less the amount of cash reserves established by NEP OpCo GP. The majority of such available cash will be derived from the operations of the projects. The cash available for distribution is likely to fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, fluctuating wind resource, maintenance and outage schedules, timing of debt service and other factors.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2023, NEP distributed approximately ~~$60~~$70 million to its common unitholders. On ~~October 25, 2017,~~April 24, 2023, the board of directors of NEP authorized a distribution of ~~$0.3925~~$0.8425 per common unit payable on ~~November 14, 2017~~May 15, 2023 to its common unitholders of record on ~~November 6, 2017.~~May 5, 2023.

~~Credit Ratings~~

Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P) and Fitch Ratings (Fitch) assigned initial credit ratings to NEP during the second quarter of 2017. NEP’s liquidity, ability to access credit and capital markets and cost of borrowings could be impacted by its credit ratings. At September 30, 2017, NEP's credit ratings were as follows:



	~~Moody's~~^(a)	~~S&P~~^(a)	~~Fitch~~^(a)
~~NEP corporate credit rating~~^(b)	~~Ba1~~	BB	~~BB+~~

~~_________________________~~

(a) A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.

~~(b) The outlook indicated by each of Moody's, S&P and Fitch is stable.~~

Cash Flows

~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to ~~Nine~~Three Months Ended ~~September 30, 2016~~March 31, 2022

The following table reflects the changes in cash flows for the comparative periods:


	Three Months Ended March 31,
	2023		2022		Change
	(millions)
Net cash provided by operating activities	$	82	$	120	$	(38)
Net cash provided by (used in) investing activities	$	199	$	(70)	$	269
Net cash used in financing activities	$	(276)	$	(33)	$	(243)

2017 2016 Change
(millions)
Nine Months Ended September 30,
Net cash provided by operating activities $ 237
$ 260
$ (23 )
Net cash used in investing activities $ (569 ) $ (1,479 ) $ 910
Net cash provided by financing activities $ 319
$ 1,186
$ (867 )

Net Cash Provided by Operating Activities

The decrease in net cash provided by operating activities was primarily driven by ~~approximately $20 million~~the timing of transactions impacting working capital as well as lower operating income due to higher ~~IDR fees~~O&M from both new and existing projects and lower resource.

Net Cash Provided by (Used in) Investing Activities


	Three Months Ended March 31,
	2023		2022
	(millions)
Acquisition of membership interests in subsidiaries – net	$	(84)	$	—
Capital expenditures and other investments	(401)		(467)
Proceeds from sale of a business	51		—
Payments from (to) related parties under CSCS agreement – net	277		(78)


Reimbursements from related parties for capital expenditures	356		475

Net cash provided by (used in) investing activities	$	199	$	(70)

The change in net cash provided by (used in) investing activities was primarily driven by higher payments received from NEER subsidiaries (net of amounts paid) under the ~~$14 million portion of the acquisition holdback payment reflected as cash flows from operating activities. This was partially~~CSCS agreement, partly offset by ~~approximately $14 million in distributions~~lower reimbursement from ~~an equity method investee.~~NEER subsidiaries for capital expenditures.

Net Cash Used in ~~Investing~~Financing Activities


	Three Months Ended March 31,
	2023		2022
	(millions)
Proceeds from issuance of common units – net	$	154	$	2
Issuances (retirements) of long-term debt – net	54		83

Partner distributions	(169)		(137)

Change in amounts due to related parties	—		(1)
Proceeds (payments) related to differential membership interests – net	(49)		37

Payments related to Class B noncontrolling interests – net	(70)		(16)
Payments related to buyout of Class B noncontrolling interests	(196)		—

Other	—		(1)
Net cash used in financing activities	$	(276)	$	(33)

The ~~decrease~~change in net cash used in investing activities was driven by lower project acquisitions during 2017, decreased capital expenditures related to construction activities as a result of the completion of two wind projects at the end of 2015 prior to the NEP acquisition date, decreases in restricted cash balances related to the timing of construction payments and increased payments to related parties under the CSCS agreement.

2017 2016
(millions)
Nine Months Ended September 30,
Acquisition of membership interests in subsidiaries $ (242 ) $ (641 )
Capital expenditures (32 ) (535 )
Changes in restricted cash 6
(23 )
Payments to related parties under CSCS agreement - net (301 ) (280 )
Net cash used in investing activities $ (569 ) $ (1,479 )

~~Net Cash Provided by Financing Activities~~

~~The decrease in net cash provided by~~ financing activities primarily reflects the ~~absence~~buyout of ~~issuances~~Class B noncontrolling interests (see Note 10 – Noncontrolling Interests and Note 8 – Class B Noncontrolling Interests) and buyout of ~~additional NEP~~differential membership interests, partly offset by higher proceeds related to issuance of common units to the public, an absence of pre-acquisition member contributions and increased member distributions. This was partially offset by increased net issuances of debt, in part to pay the acquisition holdback and for a project acquisition.– net.

2017 2016
(millions)
Nine Months Ended September 30,
Proceeds from issuance of common units - net $ —
$ 645
Issuances of long-term debt - net 709
194
Partners/Members' contributions 2
510
Partners/Members' distributions (185 ) (166 )
Repayments of short-term debt —
(12 )
Payment of acquisition holdback (186 ) —
Other (21 ) 15
Net cash provided by financing activities $ 319
$ 1,186

~~New Accounting Rules and Interpretations~~

~~Revenue Recognition~~ ~~- In May 2014, the FASB issued an accounting standards update related to the recognition of revenue from contracts with customers and required disclosures. See Note 9 - Revenue Recognition.~~

~~Accounting for Partial Sales of Nonfinancial Assets~~ ~~- In February 2017, the FASB issued an accounting standards update regarding the accounting for partial sales of nonfinancial assets. See Note 9 - Accounting for Partial Sales of Nonfinancial Assets.~~

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 ~~and foreign currency~~ 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 ~~swap~~ 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.~~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. ~~As of September 30, 2017,~~At March 31, 2023, approximately ~~11%~~98% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense ~~while the remaining balance~~as it was either fixed rate debt or financially hedged. ~~As of September 30, 2017,~~At March 31, 2023, the estimated fair value of NEP's long-term debt was approximately ~~$4.5~~$5.1 billion and the carrying value of the long-term debt was ~~$4.3~~$5.3 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 ~~$116~~$43 million at March 31, 2023.

At March 31, 2023, NEP had interest rate contracts with a net notional amount of approximately $7.8 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 assets at March 31, 2023 would increase by approximately $172 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.

~~Foreign Currency Risk~~

Because NEP has Canadian operations, it is exposed to foreign currency exchange gains and losses. Since the functional currency of NEP's Canadian operations is in their local currency, the currency effects of translating the financial statements of those Canadian subsidiaries, which operate in local currency environments, are included in the accumulated other comprehensive income (loss) component of consolidated equity and do not impact earnings. However, gains and losses related to foreign currency transactions not in NEP's subsidiaries’ functional currency do impact earnings and resulted in less than $1 million of gains or losses during all periods presented. NEP has certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. See Note 4.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2017,~~March 31, 2023, NEP had performed an evaluation, under the supervision and with the participation of its management, including ~~the~~its chief executive officer and ~~the~~ chief financial officer, ~~of NEP,~~ 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 ~~September 30, 2017.~~March 31, 2023.

(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.

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 ~~August 7, 2017~~2022 Form ~~8-K.~~10-K. The factors discussed in Part I, Item 1A. Risk Factors in the ~~August 7, 2017~~2022 Form ~~8-K,~~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 ~~available for distribution and prospects~~distributions to its unitholders should be carefully considered. The risks described in the ~~August 7, 2017~~2022 Form ~~8-K~~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 ~~available~~distributions to its unitholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Information regarding purchases made by NEP of its common units during the three months ended March 31, 2023 is as follows:


Period	Total Number of Units Purchased(a)	Average Price Paid Per Unit		Total Number of Units Purchased as Part of a Publicly Announced Program	Maximum Number of Units that May Yet be Purchased Under the Program
1/1/23 – 1/31/23	—	—		—	—
2/1/23 – 2/28/23	13,800	$	69.03	—	—
3/1/23 – 3/31/23	—	—		—	—
Total	13,800	$	69.03	—

____________________

(a) In February 2023, shares of common units were withheld from recipients to pay certain withholding taxes upon the vesting of stock awards granted to such recipients under the NextEra Energy Partners, LP 2014 Long Term Incentive Plan.

(b)On April 10, 2023, NEE Equity, a wholly owned subsidiary of NEE, delivered a written notice to NEP OpCo in accordance with the exchange agreement, dated as of July 1, 2014 (as amended, the exchange agreement), by and among NEE Equity, NEP OpCo, NEP GP and NEP. Pursuant to such written notice, NEE Equity has elected to exchange 860,000 NEP OpCo common units held by NEE Equity for ~~distribution and prospects.~~the same number of NEP common units. In accordance with the exchange agreement, 860,000 NEP common units will be delivered to NEE Equity on or about June 12, 2023. Upon exchange of NEP OpCo common units for NEP common units, a corresponding number of NEP special voting units will be cancelled in accordance with NEP’s partnership agreement. The NEP common units will be issued to NEE Equity in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof.

Item 5. Other Information

(a)NEP held its 2023 Annual Meeting of Unitholders (2023 Annual Meeting) on April 24, 2023. At the 2023 Annual Meeting, NEP's unitholders elected all of NEP’s nominees for director, approved two proposals and approved "1 Year" as the frequency with which NEP should hold a non-binding unitholder advisory vote to approve its compensation of its named executive officers. The proposals are described in detail in NEP's definitive proxy statement on Schedule 14A for the 2023 Annual Meeting (Proxy Statement), filed with the SEC on March 3, 2023. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.

~~(i) On October 24, 2017, NEP OpCo and its direct subsidiaries (loan parties) entered into an amendment and restatement~~

The final voting results with respect to each proposal voted upon at the 2023 Annual Meeting are set forth below.

Proposal 1

NEP's unitholders elected each of ~~their existing revolving credit facility. The amendments~~the four nominees to the ~~revolving credit facility include, among other things,~~board of directors of NEP until the ~~following:~~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	62,964,132	97.6%	1,527,823	357,715	17,033,663
Robert J. Byrne	61,918,041	96.3%	2,410,748	520,881	17,033,663
John W. Ketchum	49,616,740	77.1%	14,771,420	521,510	17,033,663
Peter H. Kind	61,910,543	96.2%	2,417,382	521,745	17,033,663

•~~an increase~~Without giving effect to the voting limitation and cutbacks that apply to the election of directors as described in the ~~revolving credit facility size from $250 million to $750 million,~~

•~~an extension~~Proxy Statement, the percent of the ~~maturity from July 2019 to October 2022,~~votes cast FOR Ms. Austin would have been 99.1%, FOR Messrs. Byrne and Kind would have been 98.5% and FOR Mr. Ketchum would have been 91.1%.

•~~an increase in incremental commitments to increase~~

Proposal 2

NEP's unitholders ratified the ~~revolving credit facility to up to $1.5 billion~~appointment of Deloitte & Touche LLP as NEP's independent registered public accounting firm for 2023, as set forth below:


FOR	% VOTES CAST FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
173,374,290	99.9%	249,790	120,539	—

Proposal 3

NEP's unitholders approved, by non-binding advisory vote, NEP's compensation of its named executive officers as disclosed in the ~~aggregate, from~~Proxy Statement, as set forth below:


FOR	% VOTES CAST FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
139,567,008	90.3%	14,993,748	2,150,200	17,033,663

Proposal 4

By non-binding advisory vote, NEP’s unitholders chose “1 Year” as the ~~previous aggregate amount~~frequency with which NEP should hold a non-binding advisory unitholder vote to approve its compensation of ~~up to $1 billion, subject to certain conditions.~~its named executive officers, as set forth below:


1 YEAR	2 YEARS	3 YEARS	ABSTENTIONS	BROKER NON-VOTES
156,032,266	80,165	239,012	359,513	—

~~The revolving credit facility is secured by liens~~In light of the unitholder vote on ~~among other things, certain assets~~Proposal 4 referenced above, the board of directors of NEP ~~OpCo's direct subsidiaries. The revolving credit facility contains default and related acceleration provisions relating~~has determined that the Company will hold a non-binding unitholder advisory vote to ~~the failure to make required payments or to observe other covenants in the facility and related documents. Additionally, NEP OpCo and one~~approve NEP’s compensation of its direct subsidiaries are required to comply with certain financial covenants on a quarterly basis and NEP OpCo’s ability to pay cash distributions is subject to certain other restrictions. All borrowings under the revolving credit facility are guaranteed by NEP OpCo and NEP.

~~The foregoing summary of the amendments to the revolving credit facility is qualified~~named executive officers as disclosed in its ~~entirety by reference to~~annual meeting proxy statement (a “say-on-pay vote”) each year until it next holds a non-binding unitholder advisory vote on the ~~Amended and Restated Revolving Credit Agreement,~~frequency with which ~~is filed as Exhibit 10.6 to this report and is incorporated herein by reference.~~NEP should hold future say-on-pay votes.

~~(ii)~~(b) On ~~October 25, 2017, an indirect subsidiary of~~April 24, 2023, NextEra Energy Partners Acquisitions, LLC ~~(the purchaser)~~(NEP Acquisitions), an indirect subsidiary of NEP, entered into ~~an amendment to the amended and restated~~a purchase and sale agreement ~~dated as of February 22, 2016, as amended on September 8, 2016 (collectively, the purchase and sale agreement)~~ with NEP US SellCo, LLC, NEP US SellCo II, LLC (the seller)~~, an indirect wholly-owned subsidiary of NEER,~~ and ESI Energy, LLC, ~~a direct subsidiary~~all of ~~NEECH.~~which are subsidiaries of NEER. Pursuant to the terms of the purchase and sale agreement, ~~the purchaser~~NEP Acquisitions agreed to ~~acquire:~~acquire from the seller ownership interests in a portfolio of wind and solar generation facilities for a total purchase price consisting of cash consideration of approximately $566 million, subject to customary working capital and other adjustments. NEP will assume the portfolio’s existing debt and related interest rate swaps of approximately $142 million and the noncontrolling interests related to differential membership investors estimated to be $165 million at the time of closing. The assets included are:

•~~100% of the membership interests of Javelina~~Montezuma II Wind, ~~Funding, LLC, which owns 100% of the Class A membership interests of Javelina Wind Energy Holdings, LLC, that owns~~ an approximately ~~250~~78 MW wind generation facility ~~Javelina I, located~~ in ~~Webb~~California;

•Chaves County ~~Texas;~~Solar, an approximately 70 MW solar generation facility in New Mexico;

•~~100% of the membership interests of Nokota~~Live Oak Solar, an approximately 51 MW solar generation facility in Georgia;

•River Bend Solar, an approximately 75 MW solar generation facility in Alabama;

•Casa Mesa Wind, ~~Holdings, LLC, which owns 100% of the Class A membership interests of Nokota Wind, LLC, that indirectly owns two~~an approximately 51 MW wind generation ~~facilities, Brady~~facility in New Mexico;

•New Mexico Wind, ~~I and Brady Wind II, with a combined generating capacity of approximately 299 MW, located in Hettinger and Stark counties, North Dakota; and~~

•an approximately ~~51.8% interest~~204 MW wind generation facility in ~~NextEra Desert Sunlight Holdings, LLC, which owns 50.0%~~New Mexico;

•Langdon I, an approximately 118 MW wind generation facility in North Dakota;

•Langdon II, an approximately 41 MW wind generation facility in North Dakota.

The 2023 acquisition is expected to be funded by a combination of new project debt and a draw on the ~~economic interest~~NEP OpCo revolving credit facility. The acquisition is expected to close in ~~Desert Sunlight Investment Holdings, LLC, which owns two project entities that together make up a solar generation plant with a total generating capacity~~the second quarter of ~~550 MW, located in Riverside County, California.~~

2023, subject to the satisfaction of customary closing conditions. The purchase and sale agreement contains customary representations, warranties and covenants by the parties. The parties are obligated, subject to certain limitations, to indemnify ~~the~~each other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

NEP expects the acquisition to close before December 31, 2017 for a total consideration of approximately $812 million, subject to customary working capital and other adjustments, plus the assumption of approximately $459 million in existing liabilities related to differential membership interests. The transaction is subject to customary closing conditions and the receipt of certain regulatory approvals. NEP intends to fund the purchase price through a combination of the net proceeds from the issuance of the preferred units and cash on hand.

The terms of the purchase and sale agreement were unanimously approved by NEP’s conflicts committee, which is comprised of the independent members of the board of directors of NEP. The conflicts committee retained independent

legal and financial advisors to assist in evaluating and negotiating the acquisition. In approving the acquisition, the conflicts committee based its ~~decision,~~decisions, in part, on an opinion from its independent financial advisor.

The foregoing ~~summary~~descriptions of the purchase and sale agreement is qualified in its entirety by reference to the agreements filed as Exhibits 2.1 and 2.2 to this ~~report, which are~~Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 6. Exhibits



Exhibit Number		Description
~~2.1~~2.1*		Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and between NEP US SellCo, LLC and NextEra Energy Partners Acquisitions, LLC, as amended by First Global Amendment to Amended and Restated Purchase and Sale Agreement, dated as of September 8, 2016, by and between NEP US SellCo, LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2017, File No. 1-36518)
2.2		Amendment to Amended and Restated Purchase and Sale Agreement ~~(Desert Sunlight, Nokota, and Javelina~~(202 3 -A Projects Annex), dated as of ~~October 25, 2017,~~April 2 4 , 202 3 , by and among ESI Energy, LLC, NEP US SellCo , LLC, NEP US S ell Co II , LLC and NextEra Energy Partners Acquisitions, LLC ~~and ESI Energy, LLC~~
3.110.1		Letter Amendment Agreement and Request for Extension to the Second ~~Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of August 4, 2017 (filed as Exhibit 3.1 to Form 8-K dated August 4, 2017, File No. 1-36518)~~
4.1*	Indenture, dated as of September 8, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to Form 8-K dated September 8, 2017, File No. 1-36518)
4.2*	Indenture, dated as of September 25, 2017, between NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.3*	Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.2 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.4*	Guarantee Agreement dated as of September 25, 2017, between NextEra Energy US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.3 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.5*	Officer's Certificate of NextEra Energy Operating Partners, LP, dated September 25, 2017, creating the 4.25% Senior Notes due 2024 and the 4.50% Senior Notes due 2027 (filed as Exhibit 4.4 to Form 8-K dated September 19, 2017, File No. 1-36518)
10.1*	Second Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of August 4, 2017 (filed as Exhibit 10.1 to Form 8-K dated August 4, 2017, File No. 1-36518)
10.2*	Second Amended and Restated Management Services Agreement, dated as of August 4, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners GP, LLC, NextEra Energy Operating Partners, LP, and NextEra Energy Management Partners, LP (filed as Exhibit 10.2 to Form 8-K dated August 4, 2017, File No. 1-36518)
10.3*	Right of First Refusal Agreement, dated as of August 4, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP, and NextEra Energy Resources, LLC (filed as Exhibit 10.3 to Form 8-K dated August 4, 2017, File No. 1-36518)
~~10.4~~	~~Amended and Restated Right of First Offer Agreement by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of August 4, 2017~~
~~10.5~~	~~Amended and Restated Cash Sweep and Credit Support Agreement by and between NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of August 4, 2017~~
~~10.6~~	Amended and Restated Revolving Credit Agreement by and between ~~NextEra Energy Canada Partners Holdings, ULC,~~ NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders party thereto, dated as of ~~October 24, 2017~~February 8, 2023 (filed as Exhibit 10.5(a) to Form 10-K for the year ended December 31, 2022, File No. 1-36518)
1210.2*		~~Computation~~NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of ~~Ratios~~NextEra Energy Partners, LP, effective January 1, 2023 (filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2022, File No. 1-36518)
~~31(a)~~10.3		Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan
31(a)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy Partners, LP
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy Partners, LP
32		Section 1350 Certification of NextEra Energy Partners, LP
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.~~

* 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.

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: ~~October 26, 2017~~

April 25, 2023



NEXTERA ENERGY PARTNERS, LP
(Registrant)


~~TERRELL KIRK CREWS, II~~JAMES M. MAY
~~Terrell Kirk Crews, II~~James M. May Controller and Chief Accounting Officer (Principal Accounting Officer)



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


Term			Meaning

~~Term~~2020 convertible notes			~~Meaning~~senior unsecured convertible notes issued in 2020
~~2016~~2021 convertible notes			senior unsecured convertible notes issued in 2021
2022 convertible notes			senior unsecured convertible notes issued in 2022
2022 Form 10-K			NEP's Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022
~~AOCI~~			~~accumulated other comprehensive income (loss)~~
ASA			administrative services ~~agreements~~agreement
BLM			U.S. Bureau of Land Management
~~CITC~~			~~convertible investment tax credit~~
~~COD~~			~~commercial operation date~~

CSCS agreement			amended and restated cash sweep and credit support agreement
~~FIT~~			~~Feed-in-Tariff~~
~~GWh~~			~~gigawatt-hour(s)~~






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
~~management sub-contract~~			~~management services sub-contract between NEE Management and NEER~~


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~~
Meade			Meade Pipeline Co 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 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 partnership agreement~~			~~agreement of limited partnership of NEP, as amended and restated~~
~~NOLs~~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

Pemex			Petróleos Mexicanos
PPA			power purchase agreement ~~which could include contracts under a FIT or RESOP~~
~~RESOP~~preferred units			~~Renewable Energy Standard Offer Program~~Series A convertible preferred units representing limited partner interests in NEP
~~SEC~~PTC			production tax credit


SEC			U.S. Securities and Exchange Commission


Silver State			Silver State South Solar, LLC
STX Holdings			South Texas Midstream Holdings, LLC
STX Midstream			South Texas Midstream, LLC
Texas pipelines			natural gas pipeline assets located in Texas
~~Texas pipelines acquisition~~			~~Acquisition of NET Holdings Management, LLC (the Texas pipeline business)~~
Texas pipeline entities			the subsidiaries of NEP that directly own the Texas pipelines
U.S.			United States of America
~~U.S. Project Entities~~			~~project entities located within the U.S.~~
VIE			variable interest entity


					Page No.

Definitions						~~Page No.~~ 2
Forward-Looking Statements					4

			~~Definitions~~PART I – FINANCIAL INFORMATION

Item 1.			2Financial Statements		7
~~Forward-Looking Statements~~			4

	~~PART I - FINANCIAL INFORMATION~~

~~Item 1.~~	~~Financial Statements~~	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations			2421
Item 3.			Quantitative and Qualitative Disclosures About Market Risk		3226
Item 4.			Controls and Procedures		3226

			PART II -– OTHER INFORMATION

Item ~~1A.~~1.			~~Risk Factors~~Legal Proceedings		3327
Item 5.1A.			~~Other Information~~Risk Factors		3327
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 5.			Other Information		27
Item 6.			Exhibits		3429

Signatures					3530


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	238	$	235
Accounts receivable	141		137
Other receivables	38		41
Due from related parties	751		1,131
Inventory	59		51
Derivatives	62		65
Other	76		202
Total current assets	1,365		1,862
Other assets:
Property, plant and equipment – net	15,176		14,949
Intangible assets – PPAs – net	1,968		2,010
Intangible assets – customer relationships – net	522		526
Derivatives	207		369
Goodwill	891		891
Investments in equity method investees	1,927		1,917
Deferred income taxes	242		195
Other	349		333
Total other assets	21,282		21,190
TOTAL ASSETS	$	22,647	$	23,052
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	774	$	868
Due to related parties	53		92
Current portion of long-term debt	50		38
Accrued interest	21		28

Accrued property taxes	19		31
Other	66		269
Total current liabilities	983		1,326
Other liabilities and deferred credits:
Long-term debt	5,295		5,250
Asset retirement obligations	307		299

Due to related parties	55		54
Intangible liabilities – PPAs – net	1,234		1,153
Other	194		198
Total other liabilities and deferred credits	7,085		6,954
TOTAL LIABILITIES	8,068		8,280
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS	103		101
EQUITY
Common units (88.9 and 86.5 units issued and outstanding, respectively)	3,414		3,332
Accumulated other comprehensive loss	(7)		(7)
Noncontrolling interests	11,069		11,346
TOTAL EQUITY	14,476		14,671
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	22,647	$	23,052



	September 30, 2017		December 31, 2016^(a)
ASSETS
Current assets:
Cash and cash equivalents	$	135	$	147
Accounts receivable	83		83
Due from related parties	370		67
Restricted cash	32		33
Other current assets	42		29
Total current assets	662		359
Non-current assets:
Property, plant and equipment - net	5,393		5,424
Deferred income taxes	242		255
Intangible assets - customer relationships	665		678
Goodwill	628		628
Investment in equity method investee	98		93
Investments in non-economic ownership interests	21		12
Other non-current assets	73		83
Total non-current assets	7,120		7,173
TOTAL ASSETS	$	7,782	$	7,532
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	19	$	19
Due to related parties	13		20
Current maturities of long-term debt	98		78
Acquisition holdback	—		199
Accrued interest	16		25
Derivatives	15		18
Other current liabilities	46		39
Total current liabilities	207		398
Non-current liabilities:
Long-term debt	4,237		3,508
Deferral related to differential membership interests	1,017		1,064
Deferred income taxes	65		47
Asset retirement obligation	73		69
Non-current due to related party	22		22
Other non-current liabilities	85		67
Total non-current liabilities	5,499		4,777
TOTAL LIABILITIES	5,706		5,175
COMMITMENTS AND CONTINGENCIES
EQUITY
Limited partners (common units issued and outstanding - 54.3 and 54.2, respectively)	1,707		1,746
Accumulated other comprehensive loss	—		(3		)
Noncontrolling interest	369		614
TOTAL EQUITY	2,076		2,357
TOTAL LIABILITIES AND EQUITY	$	7,782	$	7,532



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016^(a)			2017			2016^(a)
OPERATING REVENUES
Renewable energy sales	$	127		$	144		$	419		$	418
Texas pipelines service revenues	50			47			144			138
Total operating revenues^(b)	177			191			563			556
OPERATING EXPENSES
Operations and maintenance^(c)	56			52			170			146
Depreciation and amortization	50			54			149			161
Taxes other than income taxes and other	5			5			14			14
Total operating expenses	111			111			333			321
OPERATING INCOME	66			80			230			235
OTHER INCOME (DEDUCTIONS)
Interest expense	(50		)	(41		)	(154		)	(203		)
Benefits associated with differential membership interests - net	15			14			60			45
Equity in earnings of equity method investee	11			11			18			19
Equity in earnings (losses) of non-economic ownership interests	9			—			12			(20		)
Revaluation of contingent consideration	—			101			—			118
Other - net	—			—			(2		)	(4		)
Total other income (deductions) - net	(15		)	85			(66		)	(45		)
INCOME BEFORE INCOME TAXES	51			165			164			190
INCOME TAX EXPENSE	13			30			32			23
NET INCOME	38			135			132			167
Less net income attributable to noncontrolling interest^(d)	37			108			106			127
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	1		$	27		$	26		$	40

Weighted average number of common units outstanding - basic and assuming dilution	54.3			44.3			54.2			40.3
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution	$	0.01		$	0.62		$	0.47		$	0.99
Distributions per common unit	$	0.3800		$	0.3300		$	1.0975		$	0.9563


~~(b)~~	Includes related party revenues of approximately $2 million for each of the three months ended September 30, 2017 and 2016, and $8 million and $9 million for the nine months ended September 30, 2017 and 2016, respectively.


~~(d)~~	~~Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 1.~~


~~(b)~~	~~Comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive income (loss) of the common control acquisitions. See Note 1.~~



	Nine Months Ended September 30,
	2017			2016^(a)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	132		$	167
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	149			161
Change in value of derivative contracts	18			75
Deferred income taxes	34			23
Benefits associated with differential membership interests - net	(60		)	(45		)
Equity in earnings of equity method investee, net of distributions received	(4		)	(19		)
Equity in losses (earnings) of non-economic ownership interests	(12		)	20
Change in fair value of contingent consideration for pipeline acquisition	—			(118		)
Other - net	9			16
Changes in operating assets and liabilities:
Accounts receivable	(1		)	(10		)
Other current assets	(12		)	1
Other non-current assets	—			(1		)
Accounts payable and accrued expenses	(3		)	—
Due to related parties	(3		)	(5		)
Other current liabilities	(1		)	(8		)
Payment of acquisition holdback	(14		)	—
Other non-current liabilities	5			3
Net cash provided by operating activities	237			260
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of membership interests in subsidiaries	(242		)	(641		)
Capital expenditures	(32		)	(535		)
Changes in restricted cash	6			(23		)
Payments to related parties under CSCS agreement - net	(301		)	(280		)
Net cash used in investing activities	(569		)	(1,479		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units - net	—			645
Issuances of long-term debt	1,880			671
Retirements of long-term debt	(1,171		)	(477		)
Deferred financing costs	(21		)	(10		)
Capped call transaction	(12		)	—
Partners/Members' contributions	2			510
Partners/Members' distributions	(185		)	(166		)
Proceeds from differential membership investors	28			18
Payments to differential membership investors	(15		)	(10		)
Repayments of short-term debt	—			(12		)
Change in amounts due to related parties	(1		)	17
Payment of acquisition holdback	(186		)	—
Net cash provided by financing activities	319			1,186
Effect of exchange rate changes on cash	1			2
NET DECREASE IN CASH AND CASH EQUIVALENTS	(12		)	(31		)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	147			165
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	135		$	134
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Partners/Members' noncash distributions	$	—		$	31
Members’ noncash contributions for construction costs and other	$	3		$	91
Change in noncash investments in equity method investees - net	$	2		$	7
Asset retirement obligation additions	$	—		$	7
Accrued but not paid for capital and other expenditures	$	6		$	3
Noncash member contribution upon transition from predecessor method	$	5		$	3
Change in goodwill related to change in purchase accounting valuation	$	—		$	6


	Common Units
Three Months Ended March 31, 2023		Units	Amount		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Non-controlling Interests
Balances, December 31, 2022		86.5	$	3,332	$	(7)	$	11,346	$	14,671	$	101

Issuance of common units – net(a)		2.4	167		—		—		167		—
Acquisition of subsidiaries with noncontrolling ownership interest		—	—		—		72		72		—

Net income (loss)		—	(14)		—		(139)		(153)		2



Distributions, primarily to related parties		—	—		—		(98)		(98)		—
Changes in non-economic ownership interests		—	—		—		11		11		—
Other differential membership investment activity		—	—		—		142		142		—
Payments to Class B noncontrolling interest investors		—	—		—		(70)		(70)		—
Distributions to unitholders(b)		—	(70)		—		—		(70)		—





Exercise of Class B noncontrolling interest buyout right		—	—		—		(196)		(196)		—
Other		—	(1)		—		1		—		—
Balances, March 31, 2023		88.9	$	3,414	$	(7)	$	11,069	$	14,476	$	103



	Units	Limited Partners				Accumulated Other Comprehensive Loss			Noncontrolling Interest^(a)				Total Equity^(a)
Balances, December 31, 2016	54.2	$	1,746			$	(3	)	$	614			$	2,357
Acquisition of membership interests in subsidiaries	—	—				—			(242		)		(242		)
Limited partners/related party contribution and transition	—	6			^(b)	—			5			^(c)	11
Issuance of common units	0.1	1				—			—				1
Related party note receivable	—	—				—			1				1
Capped call transaction	—	(12		)		—			—				(12		)
Net income	—	26				—			106			^(d)	132
Other comprehensive income	—	—				3			10				13
Related party contributions	—	—				—			4				4
Related party distributions	—	—				—			(126		)		(126		)
Changes in non-economic ownership interests and equity method investee	—	—				—			(3		)		(3		)
Distributions to unitholders	—	(60		)		—			—				(60		)
Balances, September 30, 2017	54.3	$	1,707			$	—		$	369			$	2,076


~~(b)~~	~~Deferred tax asset recognized by NEP related to NEP equity issuances and acquisition of subsidiary membership interests.~~


~~(c)~~	~~Related party noncash contribution (distribution), net, upon transition from predecessor accounting method.~~



	September 30, 2017						December 31, 2016
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	47	$	—	$	47	$	66	$	—	$	66
Restricted cash equivalents	30		—		30		29		—		29
Interest rate contracts	—		3		3		—		15		15
Foreign currency contracts	—		—		—		—		1		1
Total assets	$	77	$	3	$	80	$	95	$	16	$	111
Liabilities:
Interest rate contracts	$	—	$	40	$	40	$	—	$	44	$	44
Foreign currency contracts	—		3		3		—		—		—
Total liabilities	$	—	$	43	$	43	$	—	$	44	$	44



	September 30, 2017
	Gross Basis				Net Basis
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate contracts	$	3	$	40	$	16	$	53
Foreign currency contracts	—		3		—		3
Total fair values	$	3	$	43	$	16	$	56

Net fair value by balance sheet line item:
Other current assets					$	10
Other non-current assets					6
Current derivative liabilities							$	15
Other non-current liabilities							41
Total derivatives					$	16	$	56



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(millions)
Interest rate contracts:
Losses reclassified from AOCI to interest expense	$	(1	)	$	(2	)	$	(6	)	$	(6	)
Gains (losses) recognized in interest expense	$	(1	)	$	1		$	(21	)	$	(83	)



Date Issued	Debt Issuances/Borrowings	Interest Rate	Principal Amount			Maturity Date
			(millions)
February 2017 - August 2017	Senior secured revolving credit facility	Variable^(a)	$	130	^(b)	2019
March 2017	Senior secured term loans	Variable^(a)	$	200	^(c)	2018 - 2019
April 2017	Senior secured term loans	Variable^(a)	$	150	^(c)	2019
September 2017	Senior unsecured convertible notes	1.50%	$	300	^(d)	2020
September 2017	Senior unsecured notes	4.25% - 4.50%	$	1,100	^(e)	2024 - 2027



	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Other Comprehensive Income (Loss) Related to Equity Method Investee			Total
	(millions)
Three months ended September 30, 2017
Balances, June 30, 2017	$	(1	)	$	(102	)	$	(15	)	$	(118	)
Amounts reclassified from AOCI to interest expense	1			—			—			1
Net unrealized gains on foreign currency translation	—			5			—			5
Net other comprehensive income	1			5			—			6
Balances, September 30, 2017	$	—		$	(97	)	$	(15	)	$	(112	)
AOCI attributable to noncontrolling interest	$	(1	)	$	(95	)	$	(16	)	$	(112	)
AOCI attributable to NEP	$	1		$	(2	)	$	1		$	—



	Accumulated Other Comprehensive Loss
	Net Unrealized Gains (Losses) 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 September 30, 2016
Balances, June 30, 2016	$	(8	)	$	(101	)	$	(20	)	$	(129	)
Amounts reclassified from AOCI to interest expense	2			—			—			2
Net unrealized losses on foreign currency translation	—			(1		)	—			(1		)
Other comprehensive income related to equity method investee	—			—			1			1
Net other comprehensive income (loss)	2			(1		)	1			2
Balances, September 30, 2016	$	(6	)	$	(102	)	$	(19	)	$	(127	)
AOCI attributable to noncontrolling interest	$	(6	)	$	(98	)	$	(19	)	$	(123	)
AOCI attributable to NEP	$	—		$	(4	)	$	—		$	(4	)



	Land Use Commitments
	(millions)
Remainder of 2017	$	2
2018	11
2019	11
2020	11
2021	11
Thereafter	360
Total minimum land use payments	$	406