| YOUR VOTE IS IMPORTANT PLEASE SUBMIT YOUR PROXY PROMPTLY | |
| ELECTRONIC DELIVERY OF PROXY MATERIALS | | | | | 1 | | |
| ABOUT THE ANNUAL MEETING | | | | | 2 | | |
| BUSINESS OF THE ANNUAL MEETING | | | | | 8 | | |
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| INFORMATION ABOUT NEXTERA ENERGY PARTNERS AND MANAGEMENT | | | | | | | |
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| CORPORATE GOVERNANCE AND BOARD MATTERS | | | | | 17 | | |
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| AUDIT-RELATED MATTERS | | | | | | | |
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| EXECUTIVE COMPENSATION | | | | | | | |
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| DIRECTOR COMPENSATION | | | | | | | |
| UNITHOLDER PROPOSALS FOR | | | | | | | |
| NO INCORPORATION BY REFERENCE | | | | | 39 | | |
| | Unit Owner | | | | Ownership | | | | Original Votes | | | | Original Voting % | | | | 5% Director Election Limitation Votes Removed | | | | Actual Votes after 5% Director Election Limitation | | | | Voting % After 5% Director Election Limitation | | | | Unit Owner | | | | Ownership | | | | Original Votes | | | | Original Voting % of Total Outstanding Votes | | | | 5% of Outstanding Director Voting Limitation Votes Removed | | | | Actual Votes after 5% of Outstanding Director Voting Limitation | | | | Voting % After 5% of Outstanding Director Voting Limitation | | |
| | NextEra Energy Group | | | | 57% | | | | 570 | | | | 57% | | | | (520) | | | | 50 | | | | 11.6% | | | | NextEra Energy Group | | | | 57% | | | | 570 | | | | 57% | | | | (520) | | | | 50 | | | | 11.6% | | |
| | 10% Holder | | | | 10% | | | | 100 | | | | 10% | | | | (50) | | | | 50 | | | | 11.6% | | | | 10% Holder | | | | 10% | | | | 100 | | | | 10% | | | | (50) | | | | 50 | | | | 11.6% | | |
| | Other Public Unitholders | | | | 33% | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 76.7% | | | | Other Public Unitholders | | | | 33% | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 76.7% | | |
| | TOTAL | | | | 100% | | | | 1000 | | | | 100% | | | | (570) | | | | 430 | | | | 100.0% | | | | TOTAL | | | | 100% | | | | 1,000 | | | | 100% | | | | (570) | | | | 430 | | | | 100.0% | | |
| | Unit Owner | | | | Votes Cast After 5% Director Election Limitation | | | | % of Votes Cast | | | | 10% Director Election Cutback Votes Removed | | | | Votes Cast After 10% Director Election Cutback | | | | % of Votes Cast After 10% Director Election Cutback | | | | Unit Owner | | | | Votes Cast After 5% of Outstanding Director Voting Limitation | | | | % of Votes Cast of Total Outstanding Votes | | | | 10% Director Election Cutback Votes Removed | | | | Votes Cast After 10% Director Election Cutback | | | | % of Votes Cast After 10% Director Election Cutback | | |
| | NextEra Energy Group | | | | 50 | | | | 11.6% | | | | 8 | | | | 42 | | | | 9.77% | | | | NextEra Energy Group | | | | 50 | | | | 11.6% | | | | (8) | | | | 42 | | | | 9.77% | | |
| | 10% Holder | | | | 50 | | | | 11.6% | | | | 8 | | | | 42 | | | | 9.77% | | | | 10% Holder | | | | 50 | | | | 11.6% | | | | (8) | | | | 42 | | | | 9.77% | | |
| | Other Public Unitholders | | | | 330 | | | | 76.7% | | | | - | | | | 330 | | | | 76.74% | | | | Other Public Unitholders | | | | 330 | | | | 76.7% | | | | - | | | | 330 | | | | 76.74% | | |
| | Proportional Votes | | | | - | | | | - | | | | - | | | | 16 | | | | 3.72% | | | | Proportional Votes | | | | - | | | | - | | | | - | | | | 16 | | | | 3.72% | | |
| | TOTAL | | | | 430 | | | | 100.0% | | | | 16 | | | | 430 | | | | 100% | | | | TOTAL | | | | 430 | | | | 100.0% | | | | (16) | | | | 430 | | | | 100% | | |
| | Unit Owner | | | | Votes Cast | | | | % of Votes Cast | | | | 10% Cutback Votes Removed | | | | Actual Votes Cast After 10% Cutback | | | | % of Votes Cast After 10% Cutback | | | | Unit Owner | | | | Votes Cast | | | | % of Votes Cast of Total Outstanding Votes | | | | 10% Cutback Votes Removed | | | | Actual Votes Cast After 10% Cutback | | | | % of Votes Cast After 10% Cutback | | |
| | NextEra Energy Group | | | | 570 | | | | 57% | | | | - | | | | 570 | | | | 57% | | | | NextEra Energy Group | | | | 570 | | | | 57% | | | | - | | | | 570 | | | | 57% | | |
| | 10% Holder | | | | 100 | | | | 10% | | | | 1 | | | | 99 | | | | 9.9% | | | | 10% Holder | | | | 100 | | | | 10% | | | | (1) | | | | 99 | | | | 9.9% | | |
| | Other Public Unitholders | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 33% | | | | Other Public Unitholders | | | | 330 | | | | 33% | | | | - | | | | 330 | | | | 33% | | |
| | Proportional Votes | | | | - | | | | - | | | | - | | | | 1 | | | | 0.1% | | | | Proportional Votes | | | | - | | | | - | | | | - | | | | 1 | | | | 0.1% | | |
| | TOTAL | | | | 1000 | | | | 100% | | | | 16 | | | | 1000 | | | | 100% | | | | TOTAL | | | | 1,000 | | | | 100% | | | | (1) | | | | 1000 | | | | 100% | | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS NEXTERA ENERGY PARTNERS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR | |
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL, BY NON-BINDING ADVISORY VOTE, OF NEXTERA ENERGY PARTNERS’ COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT | |
| | Title of Class | | | | Name and Address of Beneficial Owner | | | | Amount and Nature of Beneficial Ownership | | | | Percent of Class | | |
| | Special Voting Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | | | | 100% | | | |
| | Common Units | | | | Neuberger Berman Group LLC 1290 Avenue of the Americas New York, NY 10104(2) | | | | | | | | | ||
| | Common Units | | | | Energy Income Partners, LLC 10 Wright Street Westport, CT 06880(3) | | | | | | | | | ||
| | Common Units | | | | The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187(4) | | | | | | | 6.2% | | | |
| | | | | Jennison Associates LLC 466 Lexington Avenue New York, NY 10017 | | | | | | | | | | | |
| | Common Units | | | | | | | | | | | | |||
| | Common Units | | | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055(6) | | | | | | | | | ||
| | Common Units | | | | FMR LLC 245 Summer Street Boston, MA 02210(7) | | | | 3,398,283 | | | | 5.2% | | |
| | Common Units | | | | KKR Flatirons Aggregator L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019(8) | | | | 3,399,212 | | | | 5.2% | | |
| | Common Units | | | | NextEra Energy, Inc. 700 Universe Blvd. Juno Beach, FL 33408(1) | | | | | | | | | ||
| | Preferred Units | | | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055(9) | | | | 2,974,271 | | | | 63.6% | | |
| | Preferred Units | | | | KKR Flatirons Aggregator L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019(10) | | | | 1,699,584 | | | | 36.4% | | |
| | Name | | | | Units Beneficially Owned | | | ||||||||
| Units Owned | | | | Units Which May Be Acquired Within 60 Days | | | | Total Units Beneficially Owned | | | |||||
| | Susan D. Austin | | | | | | | | | | | | |||
| | Robert J. Byrne | | | | 17,010 | | | | 0 | | | | 17,010 | | |
| | Mark E. Hickson | | | | | | | | | | | | |||
| | John W. Ketchum | | | | | | | | | | | | |||
| | Peter H. Kind | | | | | | | | | | | | |||
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| | James L. Robo | | | | | | | | | | |||||
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| | All directors and executive officers as a group (10 persons) | | | | | | | | | | | |
| | Date | | ||
Ashtabula Wind II, LLC | | | January 1, 2010 | | |
Ashtabula Wind III, LLC | | | December 22, 2010, as amended and restated July 24, 2015 | | |
Baldwin Wind, LLC | | | July 6, 2010 | | |
Brady Wind, LLC | | | September 1, 2016 | | |
Brady Wind II, LLC | | | September 1, 2016 | | |
Brady Wind Interconnection, LLC | | | September 1, 2016 | | |
Breckinridge Wind Project, LLC | | | August 28, 2015, as amended and restated October 12, 2015 | | |
Carousel Wind Farm, LLC | | | November 1, 2015 | | |
Cedar Bluff Wind, LLC | | | September 23, 2015 | | |
Cottonwood Wind Project, LLC | | | October 26, 2017 | | |
Elk City Wind, LLC | | | May 21, 2009 | | |
FPL Energy Vansycle L.L.C. | | December 19, 2003, as amended and restated July 24, 2015 | | ||
Garden Wind, LLC | | | August 3, 2010 | | |
Golden Hills North Wind, LLC | | | October 26, 2017 | |
Wind Project Entity | | | Date | | |
Golden Hills Wind, LLC | | | September 23, 2015 | | |
Golden West Power Partners, LLC | | | September 23, 2015 | | |
Javelina Wind Energy, LLC | | | | ||
Javelina Wind Energy II, LLC | | September 30, 2016 | | ||
Kingman Wind Energy I, LLC | | | August | | |
| | August | | ||
Mammoth Plains Wind Project, LLC | | | October 27, 2014, as amended and restated December 18, 2014 | | |
NextEra Energy Bluff Point, LLC | | | October 26, 2017 | | |
Ninnescah Wind Energy, LLC | | | August 31, 2016 | | |
Northern Colorado Wind Energy, LLC | | | April 10, 2009 | | |
Palo Duro Wind Energy, LLC | | | October 28, 2014 | | |
Perrin Ranch Wind, LLC | | | August 23, 2012 with an effective date of June 29, 2012 | | |
Rush Springs Wind Energy, LLC | | | September 27, 2016 | | |
Seiling Wind, LLC | | | October 28, 2014 | | |
Seiling Wind II, LLC | | | October 28, 2014 | | |
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White Oak Energy, LLC | | | June 10, 2011 | |
| | | Date | ||
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| Adelanto Solar, LLC | | | April 7, 2015 | |
| Adelanto Solar II, LLC | | | April 7, 2015 | |
| Genesis Solar, LLC | | | August 22, 2011 | |
| Marshall Solar, LLC | | | August 26, 2016, as amended and restated December 9, 2016 | |
| McCoy Solar, LLC | | | December 19, 2014 | |
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as amended and restated June | | ||||
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| Shafter Solar, LLC | | | April 7, 2015, as amended May 29, 2015 | |
| Silver State Solar Power South, LLC | | | May 13, 2015 | |
| Party | | | Date of Agreement | | | Annual Fee | | |||
| Genesis Solar, LLC | | | August 22, 2011 | | | | $ | 125,000 | | |
| Elk City Wind, LLC | | | May 21, 2009, as amended as of February 22, 2010 | | | | $ | 122,000 | | |
| Northern Colorado Wind Energy, LLC | | | April 10, 2009 | | | | $ | 120,000 | | |
| Perrin Ranch Wind, LLC | | | August 23, 2012, with an effective date of June 29, 2012 | | | | $ | 128,000 | | |
| Tuscola Bay Wind, LLC | | | August 23, 2012 | | | | $ | 128,000 | | |
| Canyon Wind | | | August 23, 2012 | | | | $ | 128,000 | | |
| Mountain Prairie Wind | | | February 22, 2010 | | | | $ | 125,000 | | |
| Genesis Solar Funding, LLC | | | June 13, 2014 | | | | $ | 1 | | |
| Palo Duro Wind Energy, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
| Shafter Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
| Adelanto Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
| Adelanto Solar II, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
| Adelanto Solar Holdings, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
| McCoy Solar, LLC | | | December 19, 2014 | | | | $ | 250,000 | | |
| McCoy Solar Funding, LLC | | | December 19, 2014 | | | | $ | 50,000 | | |
| Ashtabula Wind III, LLC | | | December 22, 2010 | | | | $ | 125,000 | | |
| Baldwin Wind, LLC | | | July 6, 2010 | | | | $ | 125,000 | | |
| Mammoth Plains Wind Project, LLC | | | October 27, 2014, as amended and restated December 18, 2014 | | | | $ | 125,000 | | |
| FPL Energy Vansycle L.L.C. (Stateline) | | | December 19, 2003 | | | | $ | 206,000 | | |
| NET Holdings Management, LLC | | | December 31, 2015 | | | | $ | 2,250,000 | | |
| Meadowlark Wind, LLC | | | July 24, 2015 | | | | $ | 1 | | |
| Golden Hills Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
| Golden Hills Interconnection, LLC | | | December 14, 2015 | | | | $ | 1 | | |
| Cedar Bluff Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
| Sieling Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
| Sieling Wind II, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
| Sieling Wind Portfolio, LLC | | | October 27, 2014 | | | | $ | 1 | | |
Party | | | Date of Agreement | | | Annual Fee | | |||
Adelanto Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Adelanto Solar II, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Adelanto Solar Holdings, LLC | | | April 7, 2015 | | | | $ | 1 | | |
Ashtabula Wind II, LLC | | | January 1, 2010 | | | | $ | 133,000 | | |
Ashtabula Wind III, LLC | | | December 22, 2010, as amended and restated July 24, 2015 | | | | $ | 125,000 | | |
Baldwin Wind, LLC | | | July 6, 2010 | | | | $ | 125,000 | | |
Bayhawk Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Brady Interconnection, LLC | | | September 1, 2016 | | | | $ | 125,000 | | |
Brady Wind, LLC | | | September 1, 2016 | | | | $ | 1 | | |
Brady Wind II, LLC | | | September 1, 2016 | | | | $ | 125,000 | | |
Breckinridge Wind Project, LLC | | | August 28, 2015, as amended and restated October 12, 2015 | | | | $ | 125,000 | | |
Party | | | Date of Agreement | | | Annual Fee | | |||
Carousel Wind Farm, LLC | | | November 1, 2015 | | | | $ | 125,000 | | |
Cedar Bluff Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Cottonwood Wind Project, LLC | | | October 26, 2017 | | | | $ | 120,000 | | |
Desert Sunlight 250, LLC | | | September 29, 2011 | | | | $ | 350,000 | | |
Desert Sunlight 300, LLC | | | September 29, 2011 | | | | $ | 250,000 | | |
Desert Sunlight Holdings, LLC** | | | September 29, 2011 | | | | $ | 1 | | |
Elk City Wind, LLC | | | May 21, 2009, as amended as of February 22, 2010 | | | | $ | 122,400 | | |
FPL Energy Vansycle L.L.C. | | | December 19, 2003, as amended and restated July 24, 2015 | | | | $ | 206,000 | | |
Garden Wind, LLC | | | August 3, 2010 | | | | $ | 125,000 | | |
Genesis Purchaser, LLC (fka Canyon Wind, LLC) | | | August 23, 2012 | | | | $ | 125,000 | | |
Genesis Solar, LLC | | | August 22, 2011 | | | | $ | 125,000 | | |
Genesis Solar Funding, LLC | | | June 13, 2014 | | | | $ | 1 | | |
Golden Hills Interconnection, LLC | | | December 14, 2015 | | | | $ | 1 | | |
Golden Hills North, LLC | | | October 16, 2017 | | | | $ | 50,000 | | |
Golden Hills Wind, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Golden West Power Partners, LLC | | | September 23, 2015 | | | | $ | 125,000 | | |
Javelina Interconnection, LLC | | | December 30, 2015 | | | | $ | 1 | | |
Javelina Wind Energy, LLC | | | December 30, 2015 | | | | $ | 62,500 | | |
Javelina Wind Energy II, LLC | | | September 20, 2016 | | | | $ | 100,000 | | |
Javelina Wind Energy Holdings, LLC | | | December 30, 2015, as amended November 15, 2017 | | | | $ | 1 | | |
Kingman Wind Energy I, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Kingman Wind Energy II, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Mammoth Plains Wind Project, LLC | | | October 27, 2014, as amended and restated December 18, 2014 | | | | $ | 125,000 | | |
Marshall Solar, LLC | | | August 26, 2016, as amended and restated December 9, 2016 | | | | $ | 100,000 | | |
McCoy Solar, LLC | | | December 19, 2014 | | | | $ | 250,000 | | |
McCoy Solar Funding, LLC | | | December 19, 2014 | | | | $ | 50,000 | | |
Meadowlark Wind, LLC | | | July 24, 2015 | | | | $ | 1 | | |
Monarch Wind, LLC | | | September 20, 2016 | | | | $ | 1 | | |
Mountain Prairie Wind, LLC | | | February 22, 2010 | | | | $ | 125,000 | | |
Mountain View Solar, LLC | | | June 2, 2014 | | | | $ | 125,000 | | |
NextEra Energy Bluff Point, LLC | | | October 26, 2017 | | | | $ | 120,000 | | |
Ninnescah Wind Energy, LLC | | | August 31, 2016 | | | | $ | 125,000 | | |
Nokota Wind, LLC | | | September 1, 2016 | | | | $ | 1 | | |
Northern Colorado Wind Energy, LLC | | | April 10, 2009, as amended and restated February 22, 2010 | | | | $ | 120,000 | | |
Pacific Plains Wind, LLC | | | October 27, 2017 | | | | $ | 1,000 | | |
Palo Duro Interconnection Services, LLC | | | October 28, 2014 | | | | $ | 1 | | |
Palo Duro Wind Energy, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Palomino Wind, LLC | | | August 31, 2016 | | | | $ | 1 | | |
Perrin Ranch Wind, LLC | | | August 23, 2012, with an effective date of June 29, 2012 | | | | $ | 125,000 | | |
Roswell Solar, LLC | | | December 9, 2016 | | | | $ | 131,000 | | |
Rush Springs Wind Energy, LLC | | | September 27, 2016 | | | | $ | 100,000 | | |
Seiling Wind, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Seiling Wind II, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Seiling Wind Interconnection, LLC | | | October 28, 2014 | | | | $ | 1 | | |
Seiling Wind Portfolio, LLC | | | October 28, 2014 | | | | $ | 125,000 | | |
Party | | | Date of Agreement | | | Annual Fee | | |||
Shafter Solar, LLC | | | April 7, 2015 | | | | $ | 125,000 | | |
Silver State Solar Power South, LLC | | | May 13, 2015 | | | | $ | 250,000 | | |
South Texas Midstream Holdings, LLC | | | December 31, 2015, as amended and assigned December 3, 2019, with an effective date of November 1, 2019 | | | | $ | 400,000 | | |
Tuscola Bay Wind, LLC | | | August 23, 2012 | | | | $ | 125,000 | | |
White Oak Energy, LLC | | | June 10, 2011 | | | | $ | 125,000 | | |
| | | | | Agreement | | | | Related | | | | Purpose | | | | Payments/ Share of | | | |
| | Ashtabula Wind II, LLC | | | | Shared Facilities Agreement dated May 8, 2009, as assigned by Assignment and Assumption dated November 1, 2019 | | | | Ashtabula Wind I, LLC | | | | Ashtabula Wind II, LLC granted right to access and use shared facilities | | | | $223,000(5) | | |
| | Ashtabula Wind III, LLC | | | | Shared Facilities Agreement dated November 30, 2010, as assigned by Assignment and Assumption dated November 1, 2019 | | | | Ashtabula Wind I, LLC | | | | Ashtabula Wind III, LLC granted right to access and use shared | | | | $ | | |
| | Baldwin Wind, LLC | | | | Common Facilities Services Agreement dated October 29, 2010 amended as of May 12, 2015, as assigned by Assignment and Assumption dated November 1, 2019 | | | | FPL Energy Burleigh County Wind, LLC; Wilton Wind Energy II, LLC | | | | Addresses rights and responsibilities related to operations and maintenance (“O&M”) and use of common facilities | | | | $407,000(6)(7) | | |
| | Baldwin Wind, LLC | | | | Co-Tenancy Agreement dated October 29, 2010, as assigned by Assignment and Assumption dated November 1, 2019 | | | | FPL Energy Burleigh County Wind, LLC; Wilton Wind Energy II, LLC | | | | Establishes and governs rights to ownership of common facilities | | | | Costs and expenses allocated per Common Facilities Agreement | | |
| | Desert Sunlight Holdings, LLC** | | | | Large Generator Interconnection Agreement Co-Tenancy Agreement dated August 19, 2011. Amended September 28, 2011 | | | | Desert Sunlight 250, LLC; Desert Sunlight 300, LLC | | | | Sets forth rights and obligations with respect to interconnection at Red Bluff Station with Desert Sunlight Holdings, LLC as manager | | | | Costs allocated pro rata –250 at 45.45% and 300 at 54.55% | | |
| | FPL Energy Vansycle L.L.C. | | | | Common Facilities Services Agreement dated December 18, 2003 | | | | FPL Energy Stateline II, Inc. | | | | Addresses rights and responsibilities related to O&M and use of common facilities | | | | $257,000(6)(8) | | |
| | Garden Wind, LLC | | | | Amended and Restated Billing and Metering Agreement dated January 22, 2010 | | | | Story Wind, LLC | | | | Sets forth the procedures to account for and allocate the energy generated by each party | | | | $0(15) | | |
| | Garden Wind, LLC | | | | Shared Facilities Agreement dated April 30, 3009 | | | | Story Wind, LLC | | | | Story Wind, LLC grants rights to use and access shared facilities | | | | Costs allocated equally(5)(11) | | |
| | Party | | | | Agreement | | | | Related Person(1) | | | | Purpose | | | | Payments/ Share of Costs(2) | | |
| | Golden Hills Wind, LLC; Golden Hills North, LLC | | | | Amended and Restated Common Facilities Agreement dated April 17, 2018 | | | | Vasco Winds, LLC | | | | Addresses rights and responsibilities related to O&M and use of common facilities | | | | $41,000(5)(9) | | |
| | Golden West Power Partners, LLC | | | | Shared Facilities Agreement dated July 11, 2019 | | | | Grazing Yak Solar, LLC | | | | Golden West Power Partners, LLC grants right to access and use shared facilities | | | | Costs allocated pro rata upon installed capacity percentage | | |
| | Golden West Power Partners, LLC | | | | Common Facilities Agreement dated June 28, 2019 | | | | Grazing Yak Solar, LLC | | | | Golden West Power Partners, LLC grants right to use common facilities | | | | Costs allocated pro rata upon megawatt percentage | | |
| | NextEra Desert Center Blythe, LLC (Desert Center) | | | | Shared Facilities Agreement dated August 12, 2011 | | | | Genesis Solar, LLC; McCoy Solar, LLC | | | | Desert Center grants Genesis and McCoy non-exclusive right to access and utilize shared facilities | | | | Costs shared 50/50 between McCoy & Genesis | | |
| | Northern Colorado Wind Energy, LLC | | | | Amended and Restated Shared Facilities Agreement dated March 11, 2010 | | | | | | | Northern Colorado Wind Energy, LLC granted right to access and use shared transmission | | | | $ | | | |
| | Palo Duro Wind Energy, LLC | | | | Amended and Restated Shared Facilities Agreement dated October 21, 2014 | | | | Palo Duro Wind Interconnection Services, | | | | Palo Duro Wind Energy, LLC granted right to access and use shared transmission | | | | $ | | |
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| | | Common Facilities Agreement | | | | | | | | | | $ | 0(4)(5)(12) | ||||||
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| | FPL Energy Vansycle L.L.C. |
| | | Two Transmission Line Easement Agreements, each dated December 18, 2003 | | | | FPL Energy Stateline II, Inc. | | | | | | | $ | | | ||||
| | | | | Cotenancy Agreement dated December 18, | | | | FPL Energy Stateline II, Inc. | | | | Governs rights and obligations as tenants in common with respect to common | | | | $ | | | |
| | Desert Sunlight Holdings, LLC | | | | Co-Tenancy and Shared Facilities Agreement dated September 29, 2011 | | | | Desert Sunlight 250, LLC; Desert Sunlight 300, LLC | | | | Sets forth rights and obligations for shared facilities with Desert Sunlight Holdings, LLC as manager | | | | Costs allocated in proportion to co-tenancy percentage interests | | |
| Party | | | Agreement | | | Term | |
| Cottonwood Wind Project, LLC | | | Energy Management Services Agreement dated October 27, 2017 | | | Terminated when all Units have been transferred out of NEM’s Market Participant account | |
| Golden Hills Wind, LLC | | | Amended and Restated Energy Management Services Agreement dated October 20, 2015 and effective December 5, 2014 | | | Two (2) years then may be renewed for successive two (2) year terms upon 60 day prior notice | |
| Javelina Wind Energy II, LLC | | | Amended and Restated Energy Management Services Agreement dated December 6, 2016 | | | Twenty-five (25) years with automatic renewal for successive five (5) year terms. May elect not to renew with at least 60-day notice prior to renewal term | |
| NextEra Energy Bluff Point, LLC | | | Restated Energy Management Agreement dated September 28, 2017 | | | Remains in effect until either party gives 60 day notice to terminate | |
| Rush Springs Wind Energy, LLC | | | Amended and Restated Energy Management Services Agreement dated December 9, 2016 | | | Twenty-five (25) years with automatic renewal for successive five (5) year terms. May elect not to renew with at least 60-day notice prior to renewal term | |
| Pipeline Entity | | | Transportation Reimbursements | |
| LaSalle Pipeline, LP | | | $528,000 | |
| Mission Natural Gas Company, LP | | | $61,000 | |
| Mission Valley Pipeline Company, LP | | | $272,000 | |
| Monument Pipeline, LP | | | $319,000 | |
| NET Mexico Pipeline Partners, LLC | | | $110,000 | |
| South Shore Pipeline L.P. | | | $1,550,000 | |
| Party(ies) | | | Date | |
| Ashtabula Wind, LLC, Ashtabula Wind II, LLC and Ashtabula Wind III, LLC | | | April 30, 2010, as amended May 27, 2010 | |
| Baldwin Wind, LLC and Wilton Wind II, LLC | | | April 30, 2010 | |
| Brady Wind, LLC | | | December 9, 2016 | |
| Brady Wind, LLC and Brady Wind II, LLC | | | December 29, 2016 | |
| Breckinridge Wind Project, LLC | | | November 4, 2015 | |
| Golden Hills Wind, LLC and Cedar Bluff Wind, LLC | | | December 30, 2015 | |
| Golden West Power Partners, LLC | | | December 1, 2015 | |
| Hills North Wind, LLC | | | December 22, 2017 | |
| Javelina Wind Energy II, LLC and Rush Springs Wind Energy, LLC | | | December 14, 2016 | |
| Javelina Wind Energy, LLC | | | May 20, 2016 | |
| Kingman Wind Energy II, LLC | | | December 21, 2016 | |
| Mammoth Plains Wind Project, LLC | | | December 22, 2014 | |
| NEP Renewables, LLC | | | December 20, 2018 | |
| NEP Renewables II, LLC | | | June 11, 2019 | |
| NextEra Energy Bluff Point, LLC, Cottonwood Wind Project, LLC and Golden Hills North Wind, LLC | | | December 22, 2017 | |
| NextEra Energy Partners Acquisitions, LLC | | | May 1, 2017 | |
| NextEra Energy Partners Acquisitions, LLC | | | November 20, 2017 | |
| Ninnescah Wind Energy, LLC, Kingman Wind Energy I, LLC and Kingman Wind Energy II, LLC | | | December 21, 2016 | |
| Pipeline Entity | | | 2016 | | | 2015 | |
| Monument Pipeline LP | | | $8,505,000 | | | $1,340,000 | |
| South Shore Pipeline, L.P. | | | $649,000 | | | $— | |
| Mission Valley Pipeline Company, LP | | | $87,000 | | | $44,000 | |
| Mission Natural Gas Company, LP | | | $62,000 | | | $16,000 | |
| LaSalle Pipeline, LP | | | $180,000 | | | $43,000 | |
| | Name | | | | Age | | | | Position(1) | | |
| | James L. Robo(2) | | | | 57 | | | | Chief Executive Officer | | |
| | Mark E. Hickson(3) | | | | 53 | | | | Executive Vice President, Strategy and Corporate Development | | |
| | Rebecca Kujawa(4) | | | | 44 | | | | Chief Financial Officer | | |
| | John W. Ketchum(5) | | | | 49 | | | | President | | |
| | Charles E. Sieving(6) | | | | 47 | | | | General Counsel | | |
| | James May(7) | | | | 43 | | | | Controller and Chief Accounting Officer | | |
| | Paul I. Cutler(8) | | | | 60 | | | | Treasurer and Assistant Secretary | | |
| | | | | | 2016 | | | | 2015 | | | | | | | | 2019 | | | | 2018 | | |
| | Audit Fees(1) | | | | $ 2,124,000 | | | | $ 2,522,000 | | | | Audit Fees(1) | | | | $ 2,121,000 | | | | $ 2,283,000 | | |
| | Audit-Related Fees(2) | | | | 1,984,000 | | | | 1,263,000 | | | | Audit-Related Fees(2) | | | | 1,837,000 | | | | 2,211,000 | | |
| | Tax Fees(3) | | | | 25,000 | | | | 206,000 | | | | Tax Fees | | | | - | | | | - | | |
| | All Other Fees | | | | - | | | | - | | | | All Other Fees(3) | | | | 47,000 | | | | - | | |
| | Total Fees | | | | $ 4,133,000 | | | | $ 3,991,000 | | | | Total Fees | | | | $ 4,005,000 | | | | $ 4,494,000 | | |
| | Name (a) | | | | Fees Earned or Paid in Cash ($) (b) | | | | Unit Awards(1) 4($) (c) | | | | Option Awards ($) (d) | | | | Non-Equity Incentive Plan Compensation ($) (e) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | | | | All Other Compensation ($) (g) | | | | Total ($) (h) | | | | Name (a) | | | | Fees Earned or Paid in Cash ($) (b) | | | | Unit Awards(1) ($) (c) | | | | Option Awards ($) (d) | | | | Non-Equity Incentive Plan Compensation ($) (e) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | | | | All Other Compensation ($) (g) | | | | Total ($) (h) | | | ||||||||||||||||||||||||||||||||||||||||||
| | Susan D. Austin | | | | | $ | 55,000 | | | | | | $ | 105,000 | | | | | | $ | - | | | | | | $ | - | | | | | | $ | - | | | | | | $ | - | | | | | | $ | 160,000 | | | | | Susan D. Austin | | | | | $ | 70,000 | | | | | | $ | 120,104 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 190,104 | | | |
| | Peter H. Kind | | | | | | 70,000 | | | | | | | 105,000 | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | 175,000 | | | | | Robert J. Byrne | | | | | | 85,000 | | | | | | | 120,104 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 205,104 | | | |
| | James N. Suciu(2) | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | | | - | | | | | Peter H. Kind | | | | | | 85,000 | | | | | | | 120,104 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 205,104 | | | |