10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number	Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number	IRS Employer Identification Number
1-36518	NEXTERA ENERGY PARTNERS, LP	30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization:  Delaware

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common units	NEP	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes þ    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o    No þ

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐ 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 

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

Aggregate market value of the voting and non-voting common equity of NextEra Energy Partners, LP held by non-affiliates at June 30, 2023 (based on the closing market price on the Composite Tape on June 30, 2023) was $5,330,331,140.

Number of NextEra Energy Partners, LP common units outstanding at January 31, 2024: 93,431,516

DOCUMENTS INCORPORATED BY REFERENCE

__________________________________

Portions of NextEra Energy Partners, LP's Proxy Statement for the 2024 Annual Meeting of Unitholders are incorporated by reference in Part III hereof.

DEFINITIONS

Acronyms and defined terms used in the text include the following:

Term	Meaning
ASA	administrative services agreement
BLM	U.S. Bureau of Land Management
CITC	convertible investment tax credit
Code	U.S. Internal Revenue Code of 1986, as amended
CSCS agreement	amended and restated cash sweep and credit support agreement
FERC	U.S. Federal Energy Regulatory Commission
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
ITC	investment tax credit
limited partner interest in NEP OpCo	limited partner interest in NEP OpCo's common units
management sub-contract	management services subcontract between NEE Management and NEER
Management's Discussion	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
MSA	Fourth Amended and Restated Management Services Agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP
MW	megawatt(s)
MWh	megawatt-hour(s)
NEE	NextEra Energy, Inc.
NEECH	NextEra Energy Capital Holdings, Inc.
NEE Equity	NextEra Energy Equity Partners, LP
NEE Management	NextEra Energy Management Partners, LP
NEER	NextEra Energy Resources, LLC
NEP	NextEra Energy Partners, LP
NEP GP	NextEra Energy Partners GP, Inc.
NEP OpCo	NextEra Energy Operating Partners, LP
NEP OpCo GP	NextEra Energy Operating Partners GP, LLC
NEP OpCo ROFR assets	all assets owned or hereafter acquired by NEP OpCo or its subsidiaries
NERC	North American Electric Reliability Corporation
Note __	Note __ to consolidated financial statements
NYSE	New York Stock Exchange
O&M	operations and maintenance
PPA	power purchase agreement
PTC	production tax credit
renewable energy tax credits	production tax credits and investment tax credits collectively
ROFR	right of first refusal
RPS	renewable portfolio standards
SEC	U.S. Securities and Exchange Commission
the board	the board of directors of NEP
U.S.	United States of America

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 1 for a description of the noncontrolling interest in NEP OpCo. References to NEP's projects generally include NEP's consolidated subsidiaries and the projects in which NEP has equity method investments. References to NEP's pipeline investment refers to its equity method investment in contracted natural gas assets.

NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources, NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.

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TABLE OF CONTENTS

		Page No.
Definitions		2
Forward-Looking Statements		3
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	25
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
	PART II
Item 5.	Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Reserved	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	78
Item 9A.	Controls and Procedures	78
Item 9B.	Other Information	78
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	78
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	79
Item 11.	Executive Compensation	79
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	79
Item 13.	Certain Relationships and Related Transactions, and Director Independence	79
Item 14.	Principal Accountant Fees and Services	79
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	80
Item 16.	Form 10-K Summary	82
Signatures		83

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as may result, are expected to, will continue, anticipate, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors included in Part I, Item 1A. Risk Factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-K, in presentations, on its website, in response to questions or otherwise.

Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

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PART I

Item 1.  Business

NEP is a growth-oriented limited partnership with a strategy that emphasizes acquiring, managing and owning contracted clean energy assets with stable long-term cash flows with a focus on renewable energy projects. At December 31, 2023, NEP owned a controlling, non-economic general partner interest and a 48.6% limited partner interest in NEP OpCo. Through NEP OpCo, NEP owns, or has a partial ownership interest in, a portfolio of contracted renewable energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project, as well as contracted natural gas pipeline assets (pipeline investment).

NEP expects to take advantage of trends in the North American energy industry, including the addition of clean energy projects as aging or uneconomic generation facilities are phased out, increased demand from utilities for renewable energy to meet state RPS requirements and improving competitiveness of energy generated from wind and solar projects relative to energy generated using other fuels. NEP plans to focus on high-quality, long-lived projects operating under long-term contracts that are expected to produce stable long-term cash flows and organic growth through wind turbine repowering opportunities across its portfolio. NEP believes its cash flow profile, geographic, technological and resource diversity, operational excellence and cost-efficient business model provide NEP with a significant competitive advantage and enable NEP to execute its business strategy.

The following diagram depicts NEP's simplified ownership structure at December 31, 2023:

(a) At December 31, 2023, NEE owns 2,377,882 NEP common units.

(b) At December 31, 2023, NEE Equity owns approximately 51.4% of NEP OpCo's common units representing limited partnership interests and

100% of NEP OpCo's Class B partnership interests. NEE Equity may tender its NEP OpCo common units and in exchange receive NEP common units on a one-for-one basis, or the value of such common units in cash, subject to the terms of an exchange agreement.

(c) At December 31, 2023, certain project entities and the pipeline investment are subject to noncontrolling interests. See Note 2 – Noncontrolling Interests.

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Renewable energy projects – At December 31, 2023, NEP owned interests in a portfolio of clean, contracted renewable energy projects located in 31 states as summarized below:

NEP Acquisition/Investment Date	Technology	Net MW(a)		Contract Expiration
2014	Solar Wind	250 492		2030 – 2039
2015	Solar Wind	20 851	(b)	2026 – 2041
2016	Solar Wind	132 584		2033 – 2040
2017	Solar Wind	143 798		2030 – 2046
2018	Solar Wind	20 1,368		2031 – 2042
2019	Solar Wind	191 420		2030 – 2042
2020	Battery Storage Solar Wind	30 219 280		2034 – 2045
2021	Battery Storage Solar Wind	58 558 1,784		2025 – 2051
2022	Battery Storage Solar Wind	186 61 931		2032 – 2043
2023	Solar Wind	196 546		2036 – 2046
		10,118	(c)(d)

____________________

(a)    MWs reflect NEP's net ownership in the renewable energy project capacity based on respective ownership interests. NEP has indirect equity method investments in projects with a net generating capacity of approximately 862 MW with ownership interests ranging from 33.3% to 50%. Additionally, NEP has indirect controlling ownership interests ranging from 49% to 67% in projects with a net generation capacity of approximately 2,087 MW and battery storage capacity of 244 MW. See Note 2 – Investments in Unconsolidated Entities and – Noncontrolling Interests.

(b)    Reflects the sale of a 62 MW wind project in January 2023. See Note 2 – Disposal of Wind Project.

(c)    Third-party investors own noncontrolling Class B membership interests in the NEP subsidiaries that own interests in projects with net generating capacity of approximately 5,622 MW and battery storage capacity of 120 MW. Third-party investors own differential membership interests in projects with net generating capacity of approximately 6,494 MW and battery storage capacity of 274 MW. See Note 2 – Noncontrolling Interests, Note 11 and Note 14 – Class B Noncontrolling Interests. Projects with net generating capacity of approximately 1,539 MW are encumbered by liens against their assets securing various financings.

(d)    At December 31, 2023, NEP owns an approximately 50% non-economic ownership interest in three NEER solar projects with a total generating capacity of 277 MW and battery storage capacity of 230 MW. All equity in earnings of these non-economic ownership interests is allocated to net income attributable to noncontrolling interests. See Note 2 – Investments in Unconsolidated Entities.

During 2023, NEP generated approximately 25.8 million MWh and 3.8 million MWh from wind and solar generating facilities, respectively. During 2022, NEP generated approximately 23.8 million MWh and 3.4 million MWh from wind and solar generating facilities, respectively.

Pipeline investment – At December 31, 2023, through its ownership interest in Meade Pipeline Co, LLC, NEP has an indirect equity method investment in the Central Penn Line (CPL), natural gas pipeline assets in Pennsylvania with 191 miles of pipeline with 30 inch and 42 inch diameter pipes which is fully contracted with contract expirations between 2033 and 2041. NEP's net ownership interest represents an approximately 39% aggregate ownership interest in the CPL and net capacity of 0.73 billion cubic feet per day. In December 2023, NEP sold its interests in a portfolio of seven natural gas pipelines assets in Texas (Texas pipelines). See Note 4.

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The following map shows NEP's ownership interests in clean energy projects in operation, excluding its non-economic ownership interests, and NEP's pipeline investment.

Each of the renewable energy projects sells substantially all of its output and related renewable energy attributes pursuant to long-term, fixed price PPAs to various counterparties. The pipeline assets in which NEP is invested primarily operate under long-term firm transportation contracts under which counterparties pay for a fixed amount of capacity that is reserved by the counterparties and also generate revenues based on the volume of natural gas transported on the pipeline. In 2023, NEP derived approximately 14% of its consolidated revenues from its contracts with Pacific Gas and Electric Company. In 2023, NEP also derived approximately 11% of its consolidated revenues from its contracts with Mex Gas Supply S.L., which was related to the Texas pipelines (see Note 4). See Item 1A for a discussion of risks related to NEP's counterparties.

NEP, NEP OpCo and NEP OpCo GP are parties to the MSA with an indirect wholly owned subsidiary of NEE, under which operational, management and administrative services are provided to NEP under the direction of the board, including managing NEP’s day-to-day affairs and providing individuals to act as NEP’s executive officers, in addition to those services that are provided under O&M agreements and ASAs between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee. See Note 15 – Management Services Agreement.

NEP and NEP OpCo are parties to a ROFR agreement with NEER granting NEER and its subsidiaries (other than NEP OpCo and its subsidiaries) a right of first refusal on any proposed sale of any NEP OpCo ROFR assets. Pursuant to the terms of the ROFR agreement, prior to engaging in any negotiation regarding any sale of a NEP OpCo ROFR asset, NEP OpCo must first negotiate for 30 days with NEER to attempt to reach an agreement on a sale of such asset to NEER or any of its subsidiaries. If an agreement is not reached within the initial 30-day period, NEP OpCo will be able to negotiate with any third party for the sale of such asset for a 30-day period. Prior to accepting any third-party offer, NEP OpCo will be required to restart negotiations with NEER for the next 30 days and will not be permitted to sell the applicable asset to the third party making the offer if NEER agrees to terms substantially consistent with those proposed by such third party. If, by the end of the 30-day period, NEER and NEP OpCo have not reached an agreement, NEP OpCo will have the right to sell such asset to such third party within 30 days.

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INDUSTRY OVERVIEW

Renewable Energy Industry

Growth in renewable energy is largely attributable to the increasing cost competitiveness of renewable energy driven primarily by government incentives, RPS, improving technology and declining installation costs and the impact of environmental rules and regulations on other types of generation.

U.S. federal, state and local governments have established various incentives to support the development of renewable energy projects. These incentives make the development of renewable energy projects more competitive by providing accelerated depreciation, tax credits or grants for a portion of the development costs, decreasing the costs associated with developing such projects or creating demand for renewable energy assets through RPS programs. In addition, RPS provide incentives to utilities to contract for energy generated from renewable energy providers.

Continuous improvements in renewable energy technology have resulted in wind and solar energy generation becoming the lowest cost energy generation technologies in many regions in the U.S. The improvements in these technologies, including taller wind towers, longer wind turbine blades, improved solar cell production and more efficient energy conversion equipment, allow the renewable energy projects to more efficiently capture resource and produce more energy which is expected to lead to continued growth in the renewable energy industry. Additionally, combining wind and solar energy generation facilities with battery storage projects allows for the utilization of energy stored when the renewable resource is not as strong and alleviates congestion.

Policy Incentives

Policy incentives in the U.S. have the effect of making the development of renewable energy projects more competitive by providing credits for a portion of the development costs or by providing favorable contract prices. A loss of or reduction in such incentives could decrease the attractiveness of renewable energy projects to developers, including NEE, which could reduce NEP's future acquisition opportunities. Such a loss or reduction of incentives could also reduce NEP's willingness to pursue or develop certain renewable energy projects, including wind turbine repowerings, due to higher operating costs or decreased revenues.

U.S. federal, state and local governments have established various incentives to support the development of renewable energy projects. These incentives include accelerated tax depreciation, PTCs, ITCs, cash grants, tax abatements and RPS programs. Pursuant to the U.S. federal Modified Accelerated Cost Recovery System (MACRS), wind and solar generation facilities are depreciated for tax purposes over a five-year period even though the useful life of such facilities is generally much longer than five years.

Owners of wind and solar facilities are eligible to claim an income tax credit (the PTC, or an ITC in lieu of the PTC) upon initially achieving commercial operation. This incentive was created under the Energy Policy Act of 1992 and has been extended several times for wind (the previous PTC for solar expired in 2006). The Inflation Reduction Act of 2022 (IRA) expanded the PTC to include solar generation facilities and extended the 100% PTC and the 30% ITC to wind and solar generation facilities that start construction before the later of 2034 or the end of the calendar year following the year in which greenhouse gas emissions from U.S. electric generation are reduced by 75% from 2022 levels (phaseout). Accordingly, owners of wind and solar generation facilities placed in service in 2022 or later are eligible to claim a PTC (or an ITC in lieu of the PTC) upon initially achieving commercial operation. The PTC is determined based on the amount of electricity produced by the facility during the first ten years of commercial operation. Alternatively, an ITC equal to 30% of the cost of the facility may be claimed in lieu of the PTC. A facility must also meet certain labor requirements to qualify for the 100% PTC or 30% ITC rate or construction must have started on the facility before January 29, 2023. In addition, the PTC is increased by 10% and the ITC rate is increased by 10 percentage points for facilities that satisfy certain tax credit enhancement requirements. Retrofitted wind and solar generation facilities may qualify for a PTC or an ITC if the cost basis of the new investment is at least 80% of the retrofitted facility’s total fair value.

In addition, the IRA expanded the 30% ITC to include storage projects placed in service after 2022 (previously, such projects qualified only if they were connected to and charged by a renewable generation facility that claimed the ITC), subject to the phaseout and certain other requirements. In addition, storage projects claiming an ITC are eligible for a 10 percentage point increase in the ITC rate if the facilities satisfy certain tax credit enhancement requirements.

For taxable years beginning after 2022, renewable energy tax credits generated during the year can be transferred to an unrelated purchaser for cash, providing an additional path, along with sales of differential membership interests, for developers to monetize the value of the renewable energy tax credits.

RPS, currently in place in certain states, require electricity providers in the state to meet a certain percentage of their retail sales with energy from renewable sources. Additionally, other states in the U.S. have set renewable energy goals to reduce greenhouse gas emissions from historic levels. NEP believes that these standards and goals will create incremental demand for renewable energy in the future.

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BUSINESS STRATEGY

NEP's primary business objective is to deliver cash distributions to common unitholders which it plans to grow over time through accretively acquiring ownership interests in contracted clean energy projects, with a focus on renewable energy projects, from NEER or third parties and wind turbine repowering at existing projects. To achieve this objective, NEP intends to execute the following business strategy:

•Focus on contracted clean energy projects. NEP intends to focus on long-term contracted clean energy projects with newer and more reliable technology, lower operating costs and relatively stable cash flows, subject to seasonal variances, consistent with the characteristics of its portfolio.

•Focus on North America. NEP intends to focus its investments in North America, where it believes industry trends present significant opportunities to acquire contracted clean energy projects in diverse regions and favorable locations and repower existing wind projects. By focusing on North America, NEP believes it will be able to take advantage of NEE’s long-standing industry relationships, knowledge and experience.

•Maintain a sound capital structure and financial flexibility. NEP and its subsidiaries have utilized various financing structures including limited-recourse project-level financings, the sale of differential membership interests and equity interests in certain subsidiaries, preferred units, convertible senior unsecured notes and senior unsecured notes, as well as revolving credit facilities and term loans. NEP intends to continually seek the most competitive cost of capital to finance growth associated with future acquisitions and wind turbine repowerings, with a focus on maintaining a positive spread between its cost to finance an investment or acquisition and the value of the incremental cash flows. Additionally, including for its refinancing, NEP seeks to limit recourse, optimize leverage, manage liquidity, hedge exposure and extend maturities to, among other things, maximize cash distributions to common unitholders.

•Take advantage of NEER’s operational excellence to maintain the value of the projects in NEP's portfolio. NEER provides O&M, administrative and management services to NEP's projects pursuant to the MSA and other agreements. Through these agreements, NEP benefits from the operational expertise that NEER currently provides across its entire portfolio. NEP expects that these services will maximize the operational efficiencies of its portfolio.

•Grow NEP's business and deliver cash distributions through selective acquisitions of ownership interests in operating projects or projects under construction and wind turbine repowering at existing projects. NEP intends to focus on acquiring ownership interests in clean energy projects in operation or under construction, maintaining a disciplined investment approach, taking advantage of opportunities to acquire ownership interests in additional projects from NEER and third parties in the future, and identifying wind turbine repowering opportunities at existing projects.

COMPETITION

Wholesale power generation is a capital-intensive, commodity-driven business with numerous industry participants. While NEP's renewable energy projects are currently contracted, NEP may compete in the future primarily on the bases of price and terms, but also believes the green attributes of NEP's renewable energy generation assets, among other strengths discussed below, are competitive advantages. Wholesale power generation is a regional business that is highly fragmented relative to many other commodity industries and diverse in terms of industry structure. As such, there is a wide variation in terms of the capabilities, resources, nature and identity of the companies NEP competes with depending on the market. In wholesale markets, customers' needs are met through a variety of means, including long-term bilateral contracts, standardized bilateral products such as full requirements service and customized supply and risk management services.

In addition, NEP competes with other companies to acquire well-developed projects with projected stable cash flows. NEP believes its primary competitors for opportunities in North America are regulated utility holding companies, developers, IPPs, pension funds and private equity funds.

NEP's pipeline investment faces competition with respect to retaining and obtaining firm transportation contracts and competes with other pipeline companies based on location, capacity, price and reliability.

NEP believes that it is well-positioned to execute its strategy and deliver cash distributions to its common unitholders over the long term based on the following competitive strengths:

NEE management and operational expertise. NEP believes it benefits from NEE’s experience, operational excellence and cost-efficient operations. Through the MSA and other agreements with NEE and its subsidiaries, NEP's projects will receive the same benefits and expertise that NEE currently provides across its entire portfolio.

Repowering opportunities. NEP is focused on executing wind turbine repowering opportunities across its portfolio and expects that these investments will allow NEP to refresh and enhance the performance of the wind turbine equipment and start a new 10 years of PTCs, collectively resulting in attractive returns.

Contracted projects with stable cash flows. The contracted nature of NEP's portfolio of projects supports expected stable long-term cash flows. The renewable energy projects in NEP's portfolio are contracted under long-term contracts that generally provide for fixed price payments over the contract term. The renewable energy projects have a total weighted average remaining contract term of approximately 13 years at December 31, 2023 based on expected contributions to cash available for distribution.

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Geographic and resource diversification. NEP's portfolio is geographically diverse across the U.S. In addition, NEP's portfolio consists of wind and solar generation facilities, solar-plus-storage projects, a stand-alone battery storage project and an investment in pipeline assets. A diverse portfolio tends to reduce the magnitude of individual project or regional deviations from historical resource conditions, providing a more stable stream of cash flows over the long term than a non-diversified portfolio. In addition, NEP believes the geographic diversity of its portfolio helps minimize the impact of adverse regulatory conditions in particular jurisdictions.

REGULATION

NEP's projects and the pipeline assets underlying its pipeline investment are subject to regulation by a number of U.S. federal, state and other organizations, including, but not limited to, the following:

•the FERC, which oversees the acquisition and disposition of generation, transmission and other facilities, transmission of electricity and natural gas in interstate commerce and wholesale purchases and sales of electric energy, among other things;

•the NERC, which, through its regional entities, establishes and enforces mandatory reliability standards, subject to approval by the FERC, to ensure the reliability of the U.S. electric transmission and generation system and to prevent major system blackouts;

•the Environmental Protection Agency (EPA), which has the responsibility to maintain and enforce national standards under a variety of environmental laws. The EPA also works with industries and all levels of government, including federal and state governments, in a wide variety of voluntary pollution prevention programs and energy conservation efforts;

•various agencies in Pennsylvania, which oversee safety, environmental and certain aspects of rates and transportation related to the pipeline project in which NEP is invested; and

•the Pipeline and Hazardous Materials Safety Administration, which, among other things, oversees the safety of natural gas pipelines.

In addition, NEP is subject to environmental laws and regulations described in the Environmental Matters section below.

ENVIRONMENTAL MATTERS

NEP is subject to environmental laws and regulations, including extensive federal, state and local environmental statutes, rules and regulations relating to, among others, air quality, water quality and usage, waste management, wildlife protection and historical resources, for the ongoing operations, siting and construction of its facilities. The environmental laws in the U.S., including, among others, the Endangered Species Act (ESA), the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act (BGEPA), provide for the protection of numerous species, including endangered species and/or their habitats, migratory birds, bats and eagles. In 2023, the U.S. Fish and Wildlife Service listed the northern long-eared bat as endangered, with two more bat species expected to be listed in 2024 and 2025. Complying with these environmental laws and regulations could result in, among other things, changes in the design and operation of, and additional costs associated with, existing facilities and changes or delays in the location, design, construction and operation of any new facilities and failure to comply could result in fines, penalties, criminal sanctions or injunctions.

HUMAN CAPITAL

NEP does not have any employees and relies solely on employees of affiliates of the manager under the MSA, including employees of NEE and NEER, to serve as officers of NEP. See further discussion of the MSA and other payments to NEE in Note 15.

WEBSITE ACCESS TO SEC FILINGS

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

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Item 1A.  Risk Factors

Limited partnerships and limited partnership interests are inherently different than corporations and shares of capital stock of a corporation, although many of the business risks to which NEP is subject are similar to those that would be faced by a corporation engaged in similar businesses and NEP has elected to be treated as a corporation for U.S. federal income tax purposes. If any of the following risks were to occur, and whether or not expressly stated with respect to any particular risk factor, NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders could be materially and adversely affected. In that case, NEP may not be able to pay distributions to its unitholders, the trading price of its common units could decline and investors could lose all or part of their investment in NEP.

Performance Risks

NEP's ability to make cash distributions to its unitholders is affected by the performance of its renewable energy projects which could be impacted by wind and solar conditions and in certain circumstances by market prices.

The output from NEP's wind projects can vary greatly as local wind speeds and other conditions vary. Similarly, the amount of energy that a solar project is able to produce depends on several factors, including the amount of solar energy that reaches its solar panels. Wind turbine or solar panel placement, interference from nearby wind projects or other structures and the effects of vegetation, snow, ice, land use and terrain also affect the amount of energy that NEP's wind and solar projects generate. In certain circumstances, NEP is exposed to the inherent market price risk created by the differences in pricing between commodity selling and purchasing locations known as basis risk. The failure of some or all of NEP's projects to perform according to NEP's expectations as well as basis risk could have a material adverse effect on its business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Operation and maintenance of renewable energy projects and pipelines involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, personal injury or loss of life.

There are risks associated with the operation of NEP's renewable energy projects and pipelines, including:

•breakdown or failure, including, but not limited to, leaks, fires, explosions, mechanical problems or other major events, of, or damage to, turbines, blades, blade attachments, solar panels, mirrors, pipelines, batteries and other equipment, which could reduce a project’s energy output or a pipeline's ability to transport natural gas at expected levels or result in significant property damage, environmental pollution, personal injury or loss of life;

•catastrophic events, such as fires, earthquakes, hurricanes, severe weather, tornadoes, ice and hail storms, other meteorological conditions, landslides and other similar events beyond NEP's control, which could severely damage or destroy all or a part of a project, pipeline or interconnection and transmission facilities, reduce its energy output or capacity, or result in property damage, personal injury or loss of life;

•technical performance below expected levels, including, but not limited to, the failure of wind turbines, solar panels, mirrors, batteries and other equipment to produce energy as expected due to incorrect measures of expected performance provided by equipment suppliers;

•interference from nearby wind projects or other structures;

•increases in the cost of operating the projects;

•operator, contractor or supplier error or failure to perform or to fulfill any warranty obligations;

•serial design, manufacturing or other defects, which may not be covered by warranty;

•extended events, including, but not limited to, force majeure under certain PPAs that may give rise to a termination right of the customer under such a PPA (renewable energy counterparty);

•failure to comply with permits and the inability to renew or replace permits that have expired or terminated;

•the inability to operate within limitations that may be imposed by current or future governmental permits;

•replacements for failed equipment, which may need to meet new interconnection standards or require system impact studies and compliance that may be difficult or expensive to achieve;

•land use, environmental or other regulatory requirements;

•risks associated with potential harm to wildlife;

•disputes with the BLM, other owners of land on which NEP's projects are located or nearby landowners;

•changes in laws, regulations, policies and treaties;

•government or utility exercise of eminent domain power or similar events;

•existence of liens, encumbrances and other imperfections in title affecting real estate interests; and

•insufficient insurance, warranties or performance guarantees to cover any or all lost revenues or increased expenses from the foregoing.

These and other factors could require the shut down of NEP's renewable energy projects or pipeline investment. For renewable energy projects or pipelines located near populated areas, including, but not limited to, residential areas, commercial business centers, industrial sites and other public gathering areas, or areas more prone to wildfires, the level of damage resulting from certain of these risks could be greater.

These factors could also reduce the useful lives of and degrade equipment, interconnection facilities and transmission facilities, and materially increase maintenance and other costs. Unanticipated costs associated with maintaining or repairing NEP's projects and pipeline investment may reduce profitability. In addition, replacement and spare parts for solar panels, wind turbines, batteries and other key equipment may be difficult or costly to acquire or may be unavailable.

Such events or actions could significantly decrease or eliminate the revenues of a project or pipeline, significantly increase its operating costs, cause a default under NEP's financing agreements or give rise to damages or penalties payable to a PPA or transportation agreement counterparty, another contractual counterparty, a governmental authority or other third parties or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.

Weather conditions directly influence the demand for electricity, natural gas and other fuels and affect the price of energy and energy-related commodities. In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, droughts, extreme temperatures, icing events, wildfires, severe convective storms and earthquakes, can be destructive and cause power outages, personal injury and property damage, reduce revenue, affect the availability of fuel and water and require NEP to incur additional costs to, for example, restore service and repair damaged facilities, obtain replacement power, access available financing sources, obtain insurance, pay for any associated injuries and damages and fund any associated legal matters and compliance penalties. Furthermore, NEP's physical plants could be placed at greater risk of damage should changes in the global climate produce unusual

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variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events and abnormal levels of precipitation. A disruption or failure of electric generation, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent NEP from operating its business in the normal course and could result in any of the adverse consequences described above. Additionally, the actions taken to address the potential for severe weather such as additional winterizing of critical equipment and infrastructure, modifying or alternating plant operations and expanding load shedding options could result in significant increases in costs. Any of the foregoing could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Changes in weather can also affect the level of wind and solar resource available, and thus the production of electricity, at NEP's power generating facilities. Because the levels of wind and solar resources are variable and difficult to predict, NEP’s results of operations for individual wind and solar facilities specifically, and NEP's results of operations generally, may vary significantly from period to period, depending on the level of available resources. To the extent that resources are not available at planned levels, the financial results from these facilities may be less than expected.

NEP depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows.

NEP depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows. Consequently, the impairment or loss of any one or more of those projects or the pipeline investment could materially and, depending on the relative size of the affected projects or pipeline investment, disproportionately reduce NEP’s cash flows and, as a result, have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

The repowering of renewable energy projects requires up-front capital expenditures and could expose NEP to project development risks.

NEP from time to time pursues the repowering of renewable energy projects. Repowering of renewable energy projects involves regulatory, environmental, construction, safety, political and legal uncertainties and may require the expenditure of significant amounts of capital. These projects may not be completed on schedule, at the budgeted cost or at all. There may be cost overruns and construction difficulties. In addition, NEP may agree to pay liquidated damages to counterparties if a project does not achieve commercial operations before a specified date that the parties may agree upon in advance. Any cost overruns NEP experiences or liquidated damages NEP pays could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders. In addition, NEP may choose to finance all or a portion of the development costs of any repowering project through the sale of additional common units or securities convertible into, or settleable with, common units, which could result in dilution to NEP’s unitholders, or through other financings which could result in additional expense. Any such financings could involve the issuance of securities or indebtedness that could be senior to the common units upon liquidation. The construction related to repowering projects may occur over an extended period of time and NEP may not receive increases in revenues until the projects are placed in service, or at all. Accordingly, NEP's repowering efforts may not result in additional long-term contracted revenue streams that increase, and could decrease, the amount of cash available to execute NEP's business plan and make cash distributions to its unitholders.

Geopolitical factors, terrorist acts, cyberattacks or other similar events could impact NEP's projects, pipeline investment or surrounding areas and adversely affect its business.

Terrorists have attacked energy assets such as substations and related infrastructure in the past and may attack them in the future. Any attacks on NEP’s projects, pipeline investment or the facilities of third parties on which its projects or pipeline investment rely could severely damage such projects or the pipeline investment, disrupt business operations, result in loss of service to customers and require significant time and expense to repair. Projects and pipeline investment in NEP's portfolio, as well as projects it may acquire and the transmission and other facilities of third parties on which NEP's projects rely, may also be targets of terrorist acts and affected by responses to terrorist acts, each of which could fully or partially disrupt the ability of NEP's projects or pipeline investment to operate.

Cyberattacks, including, but not limited to, those targeting information systems or electronic control systems used to operate NEP's energy projects (including, but not limited to, generation transmission tie lines) and the transmission and other facilities of third parties on which NEP's projects rely, could severely disrupt business operations and result in loss of service to customers and significant expense to repair security breaches or system damage. In addition, the advancement of artificial intelligence has given rise to added vulnerabilities and potential entry points for cyberattacks. As cyber incidents continue to evolve, NEP may be required to expend additional resources to continue to modify or enhance NEP's protective measures or to investigate and remediate any vulnerability to cyber incidents.

To the extent geopolitical factors, terrorist acts, cyberattacks or other similar events equate to a force majeure event under NEP's PPAs, the renewable energy counterparty may terminate such PPAs if such a force majeure event continues for a specified period. As a result, a terrorist act, cyberattack or other similar event, and governmental actions in response, could significantly decrease revenues or result in significant reconstruction or remediation costs, significant fines and penalties and reputational damage, any of which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not provide protection against all significant losses.

NEP shares insurance coverage with NEE and its affiliates, for which NEP reimburses NEE. NEE currently maintains liability insurance coverage for itself and its affiliates, including NEP, which covers legal and contractual liabilities arising out of bodily injury, personal injury or property damage to third parties. NEE also maintains coverage for itself and its affiliates, including NEP, for physical damage to assets and resulting business interruption, including, but not limited to, damage caused by terrorist acts. However, such policies do not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms. To the extent NEE or any of its affiliates experience covered losses under the insurance policies, the limit of NEP's coverage for potential losses may be decreased. NEE may also reduce or eliminate such coverage at any time. NEP may not be able to maintain or obtain insurance of the type and amount NEP desires at reasonable rates and NEP may elect to self-insure some of its wind and solar projects. The ability of NEE to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. If NEP cannot or does not obtain insurance coverage, NEP may be required to pay costs associated with adverse future events. A loss for which NEP is not fully insured could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP relies on interconnection and transmission and other pipeline facilities of third parties to deliver energy from its renewable energy projects and to transport natural gas to and from its pipeline investment. If these facilities become unavailable, NEP's projects and pipeline investment may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas.

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NEP depends on interconnection and transmission facilities owned and operated by third parties to deliver energy from its wind and solar projects. In addition, some of the renewable energy projects in NEP's portfolio share essential facilities, including interconnection and transmission facilities, with projects that are owned by other affiliates of NEE. If the interconnection or transmission arrangement for a project is terminated, NEP may not be able to replace it on similar terms to the existing arrangement, or at all, or NEP may experience significant delays or costs in connection with such replacement. NEP also depends upon third-party pipelines and other facilities that transport natural gas to and from its pipeline investment. Because NEP does not own these third-party pipelines or facilities, their continuing operations are not within its control. The unavailability of interconnection, transmission, pipeline or shared facilities could adversely affect the operation of NEP's projects and pipeline investment and the revenues received, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations, compliance with which may require significant capital expenditures, increase NEP’s cost of operations and affect or limit its business plans.

NEP's projects and pipeline investment are subject to numerous environmental, health and safety laws, regulations, guidelines, policies, directives and other requirements governing or relating to the protection of avian, bats and other wildlife; the storage, handling, use and transportation of natural gas as well as other hazardous or toxic substances and other regulated substances, materials, and/or chemicals; air emissions, water quality, releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater; federal, state or local land use, zoning, building and transportation laws and requirements; the presence or discovery of archaeological, religious or cultural resources at or near NEP's projects or pipeline investment; and the protection of workers’ health and safety, among other things. If NEP's projects or pipeline investment do not comply with such laws, regulations, environmental licenses, permits, inspections or other requirements, NEP may be required to incur significant expenditures, pay penalties or fines, or curtail or cease operations of the affected projects or pipeline investment and may also be subject to criminal sanctions or injunctions, such as restrictions on how it operates its facilities. NEP's projects and pipeline investment also carry inherent environmental, health and safety risks, including, without limitation, the potential for related civil litigation, regulatory compliance actions, remediation orders, fines and other penalties. Proceedings related to any such litigation or actions could result in significant expenditures as well as the restriction or elimination of the ability to operate any affected project. For example, if NEP fails to obtain eagle "take" permits under the BGEPA or incidental take permits under the ESA for certain of its wind facilities and eagles or listed species, like cave bats, perish in collisions with facility turbines, NEP or its subsidiaries could face criminal prosecution under these laws.

Environmental, health and safety laws and regulations have generally become more stringent over time, and NEP expects this trend to continue. Significant capital and operating costs may be incurred at any time to keep NEP's projects or pipeline investment in compliance with environmental, health and safety laws and regulations, including in response to any addition of species, such as additional bat species, to the endangered species list. If it is not economical to make those expenditures, or if NEP's projects or pipeline investment violate any of these laws and regulations, it may be necessary to retire the affected project or pipeline or restrict or modify its operations, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's renewable energy projects and pipeline investment may be adversely affected by new or revised laws or regulations, interpretations of these laws and regulations or a failure to comply with current applicable energy and pipeline regulations.

NEP's renewable energy projects, pipeline investment and PPA counterparties are subject to regulation by U.S. federal, state and local authorities. The wholesale sale of electric energy in the continental U.S., other than portions of Texas, is subject to the jurisdiction of the FERC and the ability of a project to charge the negotiated rates contained in its PPA is subject to that project’s maintenance of its general authorization from the FERC to sell electricity at market-based rates. The FERC may impose penalties or revoke a project's market-based rate authorization if it determines that the project entity can exercise market power in transmission or generation, creates barriers to entry, has engaged in abusive affiliate transactions or fails to meet compliance requirements associated with such rates. The negotiated rates entered into under PPAs could be changed by the FERC if it determines such change is in the public interest or just and reasonable, depending on the standard in the respective PPA. If the FERC decreases the prices paid to NEP for energy delivered under any of its PPAs, NEP’s revenues could be below its projections and its business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders could be materially adversely affected.

NEP’s investment in pipeline assets, through the CPL is subject to FERC regulation under the Natural Gas Act of 1938 (NGA) and the Natural Gas Policy Act of 1978 (NGPA) as the CPL is a segment of a larger, interstate pipeline. The NGPA requires that rates charged for transportation services must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. Further, state regulation of transportation facilities generally includes various safety, environmental and, in some cases, non-discriminatory take requirements and complaint-based rate regulation. If the CPL was found to have provided services or otherwise operated in violation of the NGA or NGPA, that could result in the imposition of civil penalties, as well as a requirement to disgorge amounts collected for such services in excess of the rate established by the FERC.

NEP's renewable energy projects are subject to the mandatory reliability standards of the NERC. The NERC reliability standards are a series of requirements that relate to maintaining the reliability of the North American bulk electric system and cover a wide variety of topics, including, but not limited to, physical and cybersecurity of critical assets, information protocols, frequency response and voltage standards, testing, documentation and outage management. If NEP fails to comply with these standards, NEP could be subject to sanctions, including, but not limited to, substantial monetary penalties. Although the renewable energy projects are not subject to state utility rate regulation because they sell energy exclusively on a wholesale basis, NEP is subject to other state regulations that may affect NEP's projects’ sale of energy and operations. Changes in state regulatory treatment are unpredictable and could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

The structure of the energy industry and regulation in the U.S. is currently, and may continue to be, subject to challenges and restructuring proposals. Additional regulatory approvals may be required due to changes in law or for other reasons. NEP expects the laws and regulation applicable to its business and the energy industry generally to be in a state of transition for the foreseeable future. Changes in the structure of the industry or in such laws and regulations could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.

NEP does not own all of the land on which the projects in its portfolio are located and they generally are, and its future projects may be, located on land occupied under long-term easements, leases and rights-of-way. The ownership interests in the land subject to these easements, leases and rights-of-way may be subject to mortgages securing loans or other liens and other easements, lease rights and rights-of-way of third parties that were created prior to NEP's projects’ easements, leases and rights-of-way. As a result, some of NEP's projects’ rights under such easements, leases or rights-of-way may be

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subject to the rights of these third parties. While NEP performs title searches, obtains title insurance, records its interests in the real property records of the projects’ localities and enters into non-disturbance agreements to protect itself against these risks, such measures may be inadequate to protect against all risk that NEP's rights to use the land on which its projects are or will be located and its projects’ rights to such easements, leases and rights-of-way could be lost or curtailed. Additionally, NEP operations located on properties owned by others are subject to termination for violation of the terms and conditions of the various easements, leases or rights-of-way under which such operations are conducted.

Further, NEP's activities conducted under federal rights-of-way grants are subject to “immediate temporary suspension” of unspecified duration, at any time, at the discretion of the BLM. A suspension of NEP activities within a federal right-of-way may be issued by the BLM to protect public health or safety or the environment. An order to suspend NEP activities may be issued by the BLM prior to an administrative proceeding. Such an order may be issued verbally or in writing, and may require immediate compliance by NEP. Any violation of such an order could result in the loss or curtailment of NEP's rights to use any federal land on which its projects are or will be located.

Any such loss or curtailment of NEP's rights to use the land on which its projects are or will be located as a result of any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM’s suspension of its federal rights-of-way grants could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders. In certain instances, rights-of-way may be subordinate to the rights of government agencies, which could result in costs or interruptions to NEP's service. Restrictions on NEP's ability to use rights-of-way could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP is subject to risks associated with litigation or administrative proceedings.

NEP is subject to risks and costs, including, but not limited to, potential negative publicity and reputational damage, associated with litigation and administrative proceedings, including without limitation, those that may contest the operation, construction or repowering of its projects. The impacts of defending, or failing to prevail in, any such proceeding, regardless of the merits, may be material to NEP and harm its reputation.

NEP is subject to, and may also become subject to additional, claims based on alleged negative health effects related to acoustics, shadow flicker or other claims associated with wind turbines from individuals who live near NEP's projects. Any such legal proceedings or disputes could materially increase the costs associated with NEP's operations. In addition, NEP may become subject to legal proceedings or claims contesting the operation, construction or repowering of NEP's projects. Any such legal proceedings or disputes could materially delay NEP's ability to complete construction or repowering of a project in a timely manner, or at all, or materially increase the costs associated with commencing or continuing a project’s commercial operations. Any settlement of claims or unfavorable outcomes or developments relating to these proceedings or disputes, such as judgments for monetary damages, penalties, injunctions or denial or revocation of permits, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP is subject to risks associated with its ownership interests in projects that it identifies for repowering, which could result in its inability to complete construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.

NEP from time to time pursues renewable energy projects and in the future may have interests in projects that have not yet commenced operations or are under construction. There may be delays or unexpected developments in completing any future construction projects, which could cause the construction costs of these projects to exceed NEP's expectations, result in substantial delays or prevent the project from commencing commercial operations. Various factors could contribute to construction-cost overruns, construction halts or delays or failure to commence commercial operations, including:

•delays in obtaining, or the inability to obtain, necessary permits and licenses;

•delays and increased costs related to the interconnection of new projects to the transmission system;

•the inability to acquire or maintain land use and access rights;

•the failure to receive contracted third-party services;

•interruptions to dispatch at the projects;

•supply chain disruptions, including as a result of changes in international trade laws, regulations, agreements, treaties, taxes, tariffs, duties or policies of the U.S. or other countries in which NEP's suppliers are located;

•work stoppages;

•labor disputes;

•weather interferences;

•unforeseen engineering, environmental and geological problems, including, but not limited to, discoveries of contamination, protected plant or animal species or habitat, archaeological or cultural resources or other environment-related factors;

•unanticipated cost overruns in excess of budgeted contingencies; and

•failure of contracting parties, including suppliers, to perform under contracts.

In addition, if NEP or one of its subsidiaries has an agreement for a third party to complete construction of any project, NEP is subject to the viability and performance of the third party. NEP's inability to find a replacement contracting party, if the original contracting party has failed to perform, could result in the abandonment of the construction of such project, while NEP could remain obligated under other agreements associated with the project, including, but not limited to, offtake power sales agreements.

Any of these risks could cause NEP's financial returns on these investments to be lower than expected or otherwise delay or prevent the completion of such projects or distribution of cash to NEP, or could cause NEP to operate below expected capacity or availability levels, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Contract Risks

NEP relies on a limited number of customers and is exposed to the risk that they may be unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.

In most instances, NEP sells the energy generated by each of its renewable energy projects to a single PPA counterparty under a long-term PPA. Further, through NEP's pipeline investment, natural gas is transported under long-term natural gas transportation agreements with a limited number of counterparties. NEP's equity method investees also have contracts with a limited number of counterparties.

NEP expects that its existing and future contracts will be the principal source of cash flows available to make distributions to its unitholders. Thus, the actions of even one customer may cause variability of NEP’s revenue, financial results and cash flows that are difficult to predict. Similarly, significant

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portions of NEP’s credit risk may be concentrated among a limited number of customers and the failure of even one of these key customers to fulfill its contractual obligations to NEP could significantly impact NEP's business and financial results. Any or all of NEP's customers may fail to fulfill their obligations under their contracts with NEP, whether as a result of the occurrence of any of the factors listed below or otherwise.

•Specified events beyond NEP's control or the control of a customer may temporarily or permanently excuse the customer from its obligation to accept and pay for delivery of energy generated by a project. These events could include, among other things, a system emergency, transmission failure or curtailment, adverse weather conditions or labor disputes.

•Certain of NEP’s customers have been impacted by wildfires in California and have been or could be subject to significant liability which have had or could be expected to have a significant impact on their financial condition.

•The ability of NEP's customers to fulfill their contractual obligations to NEP depends on their financial condition. NEP is exposed to the credit risk of its customers over an extended period of time due to the long-term nature of NEP's contracts with them. These customers could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of their financial condition when they have not yet paid for services delivered, any of which could result in underpayment or nonpayment under such agreements.

•A default or failure by NEP to satisfy minimum energy requirements or mechanical availability levels under NEP's agreements could result in damage payments to the applicable customer or termination of the applicable agreement.

If NEP's customers are unwilling or unable to fulfill their contractual obligations to NEP, or if they otherwise terminate such contracts, NEP may not be able to recover contractual payments due to NEP. Since the number of customers that purchase wholesale bulk energy or require the transportation of natural gas is limited, NEP or its pipeline investment may be unable to find a new customer on similar or otherwise acceptable terms or at all. In some cases, there currently is no economical alternative counterparty to the original customer. The loss of, or a reduction in sales to, any of NEP's customers could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP or its pipeline investment may not be able to extend, renew or replace expiring or terminated PPAs, natural gas transportation agreements or other customer contracts at favorable rates or on a long-term basis.

NEP's or its pipeline investment's ability to extend, renew or replace its existing PPAs, natural gas transportation agreements or other customer contracts depends on a number of factors beyond its control, including, but not limited to:

•whether the PPA counterparty has a continued need for energy at the time of the agreement’s expiration, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices, and the availability of other energy sources;

•the amount of commercial natural gas supply available to its pipeline investment's systems and changing natural gas supply flow patterns in North America;

•the satisfactory performance of NEP's and its pipeline investment's obligations under such PPAs, natural gas transportation agreements or other customer contracts;

•the regulatory environment applicable to NEP's contractual counterparties at the time;

•macroeconomic factors present at the time, such as population, business trends, international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries and related energy demand; and

•the effects of regulation on the contracting practices of NEP's contractual counterparties.

If NEP is not able to extend, renew or replace on acceptable terms existing PPAs before contract expiration, or if such agreements are otherwise terminated prior to their expiration, NEP may be required to sell the energy on an uncontracted basis at prevailing market prices, which could be materially lower than under the applicable contract. If there is no satisfactory market for a project’s uncontracted energy, NEP may decommission the project before the end of its useful life. Any failure to extend, renew or replace a significant portion of NEP's or its pipeline investment's existing PPAs, natural gas transportation agreements or other customer contracts, or extending, renewing or replacing them at lower prices or with other unfavorable terms, or the decommissioning of a project could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

If the energy production by or availability of NEP's renewable energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.

NEP's energy production or its renewable energy projects’ availability could be less than expected due to various factors, including, but not limited to, wind or solar conditions, natural disasters, equipment underperformance, operational issues, changes in law or regulations or actions taken by third parties. The PPAs contain provisions that require NEP to produce a minimum amount of energy or be available a minimum percentage of time over periods specified in the PPAs. A failure to produce sufficient energy or to be sufficiently available to meet NEP's commitments under its PPAs could result in the payment of damages or the termination of PPAs and could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Acquisition Risks

NEP's ability to acquire assets involves risks.

NEP's ability to acquire contracted clean energy projects, including partial ownership interests, that are either operational or under construction, from NEER and third parties involves risks and requires NEP to identify attractive acquisitions that can provide positive cash flows. Such acquisitions may not be available to NEP on acceptable terms or at all. Various factors could affect the availability of such acquisitions, including, but not limited to, the following factors and those described in more detail in the additional risk factors below:

•competing bids for a project from companies that may have substantially greater purchasing power, capital or other resources or a greater willingness to accept lower returns or more risk than NEP does;

•a failure to agree to commercially reasonable financial or legal terms with sellers with respect to any proposed acquisitions;

•fewer acquisition opportunities than NEP expects, which could result from, among other things, available projects having less desirable economic returns or higher risk profiles than NEP believes suitable for its acquisition strategy and future growth;

•NEP's inability to obtain financing for acquisitions on economically acceptable terms;

•NEP's failure to successfully complete construction of and finance projects, to the extent that it decides to acquire projects that are not yet operational or to otherwise pursue construction activities with respect to new projects;

•NEP's inability to obtain regulatory approvals or other necessary consents to consummate an acquisition; and

•the presence or potential presence of:

◦pollution, contamination or other wastes at the project site;

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◦protected plant or animal species;

◦archaeological or cultural resources;

◦wind waking or solar shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation;

◦land use restrictions and other environment-related siting factors; and

◦local opposition to wind and solar projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such projects.

Any of these above factors could limit NEP's acquisition opportunities and prevent it from executing, or diminish its ability to execute, its acquisition strategy. Additionally, factors could materially and adversely impact the extent to which suitable acquisition opportunities are made available from NEER, including, but not limited to, NEER's financial position, the risk profile of an opportunity, the fit with NEP's operations and other factors. Furthermore, as NEER's ownership interest in NEP is reduced, NEER may be less willing to sell projects to NEP. An inability by NEP to identify, or a failure by NEER to make available, suitable acquisition opportunities could hinder NEP's growth and materially adversely impact its business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP may not be able to successfully consummate future acquisitions, whether from NEER or third parties. Any acquisition that may be available to NEP may necessitate that it be able to access the debt and equity markets. However, NEP may be unable to access such markets on satisfactory terms or at all. Furthermore, even if NEP does consummate acquisitions that NEP believes will be accretive, such acquisitions may cause a decrease in cash distributions per common unit as a result of incorrect assumptions in NEP's evaluation of such acquisitions or unforeseen consequences or other external events beyond its control. Acquisitions involve numerous risks, including, but not limited to, difficulties in integrating acquired businesses and unexpected costs and liabilities. Any of the events described above could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Reductions in demand for natural gas in the U.S. and low market prices of natural gas could materially adversely affect NEP's pipeline investment's operations and cash flows.

The price of natural gas fluctuates in response to changes in supply and demand, market uncertainty and additional factors that are beyond NEP's control. These factors include worldwide economic conditions; weather conditions and seasonal trends; the levels of domestic natural gas production and consumer demand; fluctuations in demand from electric power generators and industrial customers; the availability of imported liquid natural gas (LNG); the ability to export LNG; the availability of transportation systems with adequate capacity; the volatility and uncertainty of regional pricing differences; the price and availability of alternative fuels; the effect of energy efficiency and conservation measures; the nature and extent of governmental regulation and taxation; worldwide political events, including, but not limited to, actions taken by foreign natural gas producing nations and changes in international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries; and the anticipated future prices of natural gas, LNG and other commodities. These events are beyond NEP's control. Lower overall economic output could reduce the volume of natural gas transported or gathered. Transmission revenues could be affected by long-term economic declines which could result in the non-renewal of long-term contracts. Any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact NEP and its ability to make acquisitions.

NEP's business, including NEP's ability to acquire clean energy projects, partly depends on current laws, regulations and policies that promote and support clean energy and enhance the economic viability of owning clean energy projects. Clean energy projects currently benefit from various U.S. federal, state and local governmental incentives, such as PTCs, ITCs, loan guarantees, RPS, MACRS for depreciation and other incentives, accelerated cost recovery deductions and other commercially oriented incentives. These laws, regulations and policies, such as the IRA, have had a significant impact on the development of clean energy and they could be changed, reduced or eliminated at any time. These incentives make the development of clean energy projects more competitive by providing tax credits or grants and accelerated depreciation for a portion of the development costs, decreasing the costs and risks associated with developing such projects or creating demand for renewable energy assets through RPS programs. The elimination of, loss of or reduction in such incentives, including qualifications for renewable energy tax credits, or the imposition of additional taxes, tariffs, duties or other assessments on clean energy or the equipment necessary to generate or deliver it, such as policies in place that limit certain imports from China and other Southeast Asian countries, could decrease the attractiveness of clean energy projects to developers, including, but not limited to, NEE, which could reduce NEP's acquisition opportunities. Such an elimination, loss or reduction could also reduce NEP's willingness to pursue or develop certain renewable energy projects due to higher operating costs or decreased revenues under its PPAs.

If these laws, regulations and policies are not continued or renewed, the market for future renewable energy PPAs may be smaller and the prices for future clean energy PPAs may be lower. If laws, regulations or policies limit the availability or transferability of the PTC or the ITC, the projects could generate reduced revenues and reduced economic returns, experience increased financing costs and encounter difficulty obtaining financing on acceptable terms.

Additionally, some states with RPS targets have met, or in the near future will meet, their renewable energy targets. If, as a result of achieving these targets, these and other U.S. states do not increase their targets in the near future, demand for additional renewable energy could decrease. To the extent other states decrease their RPS targets, programs or goals, demand for renewable energy could decrease in the future. Any of the foregoing could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's ability to acquire projects depends on the availability of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.

Project development is a capital intensive business that relies heavily on the availability of debt and equity financing sources to fund projected construction and other capital expenditures. As a result, in order to successfully develop a project, development companies, including, but not limited to, other affiliates of NEE, must obtain sufficient financing to complete the development phase of their projects. Any significant disruption in the credit and capital markets or a significant increase in interest rates could make it difficult for development companies to raise funds when needed to secure capital financing, which would limit a project’s ability to complete the construction of a project that NEP may seek to acquire.

Project developers, including, but not limited to, other affiliates of NEE, develop, construct, manage, own and operate clean energy generation facilities and energy transmission facilities. A key component of their businesses is their ability to construct and operate generation and transmission facilities to meet customer needs. As part of these activities, project developers must periodically apply for licenses and permits from various regulatory authorities and abide by their respective conditions and requirements. If project developers, including, but not limited to, other affiliates of NEE, are unsuccessful in obtaining necessary licenses or permits on acceptable terms or encounter delays in obtaining or renewing such licenses or permits, or if regulatory

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authorities initiate any associated investigations or enforcement actions or impose penalties or reject projects, the potential number of projects that may be available for NEP to acquire may be reduced or potential transaction opportunities may be delayed.

If the challenges of developing projects increase for project developers, including, but not limited to, other affiliates of NEE, NEP's pool of available opportunities may be limited, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Acquisitions of existing clean energy projects involve numerous risks.

The acquisition of existing clean energy projects involves numerous risks, including, but not limited to, exposure to existing liabilities and unanticipated post-acquisition costs associated with the pre-acquisition activities by the project, difficulty in integrating the acquired projects into NEP's business and, if the projects are in new markets, the risks of entering markets where NEP has limited experience. Additionally, NEP risks overpaying for such projects or not making acquisitions on an accretive basis. Although NEP performs due diligence on prospective acquisitions, NEP may not discover all potential risks, operational issues or other issues in such projects. Further, the integration and consolidation of acquisitions require substantial human, financial and other resources and, ultimately, NEP's acquisitions may divert NEP's management’s attention from its existing business concerns, disrupt its ongoing business or not be successfully integrated. Future acquisitions might not perform as expected or the returns from such acquisitions might not support the financing utilized to acquire or maintain them. A failure to achieve the financial returns NEP expects when NEP acquires clean energy projects could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP may acquire assets that use other renewable energy technologies and may acquire other types of assets. Any such acquisition may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors.

NEP may acquire assets that use other renewable energy technologies, and it may acquire other types of assets, including, but not limited to, transmission projects and instruments relating to renewable energy. NEP may be unable to identify attractive renewable energy or transmission acquisition opportunities or acquire such projects or assets at prices and on terms that are attractive. In addition, the consummation of such acquisitions could expose NEP to increased operating costs, unforeseen liabilities and additional risks including, but not limited to, regulatory and environmental issues associated with entering new sectors of the energy industry. This could require a disproportionate amount of NEP's management’s attention and resources, which could have an adverse impact on NEP's business and place NEP at a competitive disadvantage relative to energy market participants more experienced with new technologies and asset classes. A failure to successfully integrate such acquisitions as a result of unforeseen operational difficulties or otherwise, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Certain agreements which NEP or its subsidiaries are parties to have provisions which may preclude NEP from engaging in specified change of control and similar transactions.

The indebtedness, financing and other agreements of NEP and its subsidiaries, including the agreements under which the noncontrolling Class B investors own membership interests in certain NEP subsidiaries, contain provisions that may trigger acceleration of indebtedness or specified payment obligations of NEP or its subsidiaries upon or in connection with specified transactions, including specified change of control and similar transactions. Because these provisions may materially increase the capital NEP may need to expend to complete such a transaction, these provisions may preclude NEP from pursuing or consummating such transactions and limit the types of transactions NEP is able to consummate.

NEP faces substantial competition primarily from regulated utility holding companies, developers, IPPs, pension funds and private equity funds for opportunities in North America.

NEP believes its primary competitors for opportunities in North America are regulated utility holding companies, developers, IPPs, pension funds and private equity funds. NEP competes with these companies to acquire projects with projected stable cash flows. NEP also competes for personnel with requisite industry knowledge and experience. Furthermore, the industry has experienced and may experience volatile demand for wind turbines, solar panels, pipeline equipment and related components. If demand for this equipment increases, suppliers may give priority to other market participants, including, but not limited to, NEP's competitors, who may have greater resources than NEP. An inability to effectively compete with regulated utility holding companies, developers, IPPs, pension funds and private equity funds for opportunities in North America could have a material adverse effect on NEP's business, financial conditions, results of operations and its ability to grow its business and make cash distributions to its unitholders.

The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's pipeline investment.

NEP's pipeline investment competes with other energy midstream enterprises, some of which are much larger and have significantly greater financial resources and operating experience in its areas of operation. The pipeline investment’s competitors may expand or construct infrastructure that competes with the services it provides to customers. The ability to renew or replace existing contracts with the pipeline investment’s customers at rates sufficient to maintain current revenues and cash flows could be adversely affected by the activities of its competitors and customers. All of these competitive pressures could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Risks Related to NEP's Financial Activities

NEP may not be able to access sources of capital on commercially reasonable terms.

NEP needs to be able to access capital on commercially reasonable terms when acquisitions, other growth opportunities or capital needs arise. NEP’s ability to access capital on commercially reasonable terms is dependent on, among other factors, the overall state of the capital markets and investor appetite for investment in clean energy projects in general and in NEP's, NEP OpCo's or their subsidiaries' securities or securities convertible into, or settleable with, NEP common units in particular. Investor demand for securities of NEP or securities convertible into, or settleable with, NEP common units may be impacted by, among other factors, the amount of securities outstanding that are convertible into, or settleable with, NEP common units, the possibility of further sales of such securities, the amount and timing of any issuance of NEP common units or the payment of cash in lieu of NEP common units upon conversion or settlement, and any subsequent sales of such units by investors. Disruptions, uncertainty or volatility in those capital and credit markets, related to, among other factors, inflation, rising interest rates, geopolitical events and declining investor sentiment in NEP and the renewable energy industry, has increased and could continue to adversely impact NEP's cost of capital and affect its ability to fund its liquidity and capital needs including, without limitation, its ability to pay debt and buy out securities, such as noncontrolling Class B memberships interests in certain NEP subsidiaries. An inability to obtain financing on commercially reasonable terms could also significantly limit NEP’s ability to consummate future acquisitions and pursue other growth opportunities. In addition, the issuance of NEP common units and securities convertible into, or settleable with, NEP common units could cause significant common unitholder dilution and reduce the cash distribution per common unit. Issuances of additional securities, or the possibility that these issuances may occur, including following the conversion or settlement of securities convertible into, or settleable with, NEP common units, could make it more difficult for NEP to sell NEP common units, or securities convertible into, or settleable with, NEP common units, in the future, as

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well as affect NEP's decision whether and when to issue common units to purchase previously issued securities of NEP OpCo subsidiaries that are or may be settleable with NEP common units.

Furthermore, there may not be sufficient availability under NEP OpCo’s direct subsidiary's revolving credit facility or the ability to obtain other financing arrangements on commercially reasonable terms when acquisition or other growth opportunities or capital needs arise. An inability to obtain the required or desired financing could significantly limit NEP's ability to consummate acquisitions and pursue other growth opportunities. If financing is available, it may be available only on terms that could significantly increase NEP's interest expense, impose additional or more restrictive covenants and reduce cash distributions to its unitholders. Any of the circumstances described above could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Restrictions in NEP and its subsidiaries' financing agreements could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

NEP and its subsidiaries have entered into financing agreements which contain various covenants and restrictive provisions and certain financial ratios that may limit their ability to, among other things:

•incur or guarantee additional debt;

•make distributions on or redeem or repurchase common units;

•make certain investments and acquisitions;

•incur certain liens or permit them to exist;

•enter into certain types of transactions with affiliates;

•merge or consolidate with another company; and

•transfer, sell or otherwise dispose of projects.

Certain of the financing agreements also contain covenants requiring NEP OpCo and its subsidiaries to maintain certain financial ratios, including, but not limited to, as a condition to making cash distributions to NEP and its other unitholders. NEP OpCo's and its subsidiaries' ability to meet those financial ratios can be affected by events beyond NEP's control, and NEP OpCo may be unable to meet those ratios and tests and, therefore, may be unable to make cash distributions to its unitholders, including, but not limited to, NEP. As a result, NEP may be unable to make distributions to its unitholders. In addition, the financing agreements contain events of default provisions, including, but not limited to, provisions relating to certain changes in ownership of NEP or its subsidiaries and other customary provisions.

The provisions of the financing agreements may affect NEP's ability to obtain future financing and pursue attractive business opportunities and NEP's flexibility in planning for, and reacting to, changes in business conditions. A failure to comply with the provisions of the applicable financing agreement could result in an event of default, which could enable the lenders to declare, subject to the terms and conditions of the applicable financing agreement any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable and entitle lenders to enforce their security interest. If the payment of the debt is accelerated and NEP or a subsidiary fails to repay the debt, the revenue from the projects may be insufficient to repay such debt in full, the lenders could enforce their security interest and NEP's unitholders could experience a partial or total loss of their investment. Any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP may be unable to maintain its current credit ratings.

The inability of NEP to maintain its current credit ratings could materially adversely affect its ability to raise capital or obtain credit on commercially reasonable terms, which, in turn, could impact its ability to service indebtedness, repay or refinance borrowings and other obligations, and finance acquisitions and other growth opportunities, and would likely increase its interest costs. In addition, certain agreements and guarantee arrangements would require posting of additional collateral in the event of a ratings downgrade. Some of the factors that can affect credit ratings are cash flows, liquidity, the amount of debt as a component of total capitalization, the rating agencies' treatment of certain financing arrangements and other instruments convertible into equity. There can be no assurance that one or more of the ratings of NEP will not be lowered or withdrawn entirely by a rating agency. Any of these events could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness or other financing agreements or otherwise to address alternative business purposes.

NEP intends to pay quarterly cash distributions on all of its outstanding common units and NEP OpCo intends to pay quarterly cash distributions on its outstanding units (except for its non-economic Class B units and tax allocation Class P units). However, in any period, NEP's and NEP OpCo’s payment of cash distributions to their respective unitholders will depend on, among other things, the performance of NEP's subsidiaries and present and anticipated future cash needs of the business. The ability of NEP's subsidiaries to make distributions to NEP and NEP OpCo also may be restricted or limited by, among other things, the provisions of existing and future indebtedness or other financing agreements.

The agreements governing NEP's subsidiaries’ project-level debt contain financial tests and covenants that NEP's subsidiaries must satisfy prior to making distributions and restrict the subsidiaries from making more than one distribution per quarter or per six-month period. If any of NEP's subsidiaries is unable to satisfy these tests and covenants or is otherwise in default under such agreements, it would be prohibited from making distributions that could, in turn, affect the amount of cash distributed by NEP OpCo, and ultimately limit NEP's ability to pay cash distributions to its unitholders. Additionally, such agreements require NEP's projects to establish a number of reserves out of their revenues, including, but not limited to, reserves to service NEP OpCo's debt and reserves for O&M expenses. These cash reserves will affect the amount of cash distributed by NEP OpCo, which ultimately will affect the amount of cash distributions NEP is able to make to its unitholders. Also, upon the occurrence of certain events, including, but not limited to, NEP's subsidiaries’ inability to satisfy distribution conditions for an extended period of time, NEP's subsidiaries’ revenues may be swept into one or more accounts for the benefit of the lenders under the subsidiaries’ debt agreements and the subsidiaries may be required to prepay indebtedness.

Under certain other financing agreements, noncontrolling Class B investors own membership interests in certain NEP subsidiaries and receive a portion of the related NEP subsidiaries’ cash distributions specified in the applicable limited liability company agreements. NEP has the option (buyout right), subject to certain limitations, to purchase 100% of the noncontrolling Class B membership interests during specified periods. If NEP does not exercise the buyout rights during the specified periods because of a lack of access to capital on commercially reasonable terms or otherwise, or if NEP only partially exercises the buyout rights during the specified periods, the portion of the NEP subsidiaries’ cash distribution allocated to the noncontrolling Class B investors would significantly increase. Any increase in the portion of NEP subsidiaries’ cash distributions allocated to the noncontrolling Class B investors would reduce the amount of cash distributions allocated to NEP OpCo and NEP. Further, NEP may reserve cash that otherwise would be available for distribution to unitholders for any such buyout or other business purposes in its discretion.

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Provisions preventing or reducing NEP's subsidiaries’ cash distributions and other factors could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's and its subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness or refinance, extend or repay the indebtedness could have a material adverse effect on NEP's financial condition.

NEP's and its subsidiaries’ substantial indebtedness could have important consequences. For example,

•failure to comply with the covenants in the agreements governing these obligations could result in an event of default under those agreements, which could be difficult to cure, result in bankruptcy or, with respect to subsidiary debt, result in loss of NEP OpCo's ownership interest in one or more of its subsidiaries or in some or all of their assets as a result of foreclosure;

•NEP's and its subsidiaries’ debt service obligations require them to dedicate a substantial portion of their cash flow to pay principal and interest on their debt, thereby reducing, in the case of NEP's subsidiaries, their cash available for distribution to NEP and, in the case of NEP, its cash available for distribution to its unitholders;

•NEP's and its subsidiaries’ substantial indebtedness could limit NEP's ability to fund operations of any projects acquired in the future and NEP's financial flexibility, which could reduce its ability to plan for and react to unexpected opportunities or challenges;

•NEP's and its subsidiaries’ substantial debt service obligations make NEP vulnerable to adverse changes in general economic, credit markets, capital markets, industry, competitive conditions and government regulation that could place NEP at a disadvantage compared to competitors with less debt;

•NEP's and its subsidiaries’ substantial indebtedness could limit NEP's ability to obtain financing for working capital, including, but not limited to, collateral postings, capital expenditures, debt service requirements and events of default, as well as, acquisitions and general partnership or other purposes; and

•NEP's and its subsidiaries' failure to repay or refinance debt at or prior to maturity could limit NEP's ability to obtain financing for working capital.

If NEP and its subsidiaries, including NEP OpCo, do not comply with their obligations under their debt instruments, they may need to refinance all or a part of their indebtedness, which they may not be able to do on similar terms or at all. Increases in interest rates, changes in debt covenants and changes in NEP's credit ratings and other factors may reduce the amounts that NEP and its subsidiaries can borrow, reduce NEP's cash flows, increase the equity investment NEP may be required to make in any projects NEP may acquire and increase the amount of equity NEP may need to issue. If NEP's subsidiaries are not otherwise able to generate sufficient cash to repay their outstanding indebtedness or are unable to comply with the terms of their indebtedness, NEP could be required to reduce overhead costs, reduce the scope of its projects, sell some or all of its projects or delay construction of projects NEP may acquire or repower, all of which could have a material adverse effect on its business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP is exposed to risks inherent in its use of interest rate swaps.

Some of NEP's subsidiaries’ indebtedness accrues interest at variable rates, and some of its subsidiaries use interest rate swaps to try to protect against market volatility. The use of interest rate swaps, however, does not eliminate the possibility of fluctuations in the value of a position or prevent losses if the value of a position declines. Such transactions may also limit the opportunity for gain if the value of a position increases. In addition, to the extent that actively-quoted market prices and pricing information from external sources are not available, the valuation of these contracts involves judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that NEP does not anticipate, or if a counterparty fails to perform under a contract, it could have a material adverse effect on its business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Widespread public health crises and epidemics or pandemics may have material adverse impacts on NEP’s business, financial condition, liquidity, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP is subject to the impacts of widespread public health crises, epidemics and pandemics, including, but not limited to, impacts on the global, national or local economy, capital and credit markets, NEP's customers and suppliers or the services NEER provides to NEP. The ultimate severity, duration and impact of public health crises, epidemics and pandemics cannot be predicted. Actions taken in response to such crises by federal, state and local government or regulatory agencies may impact NEP’s ability to access capital and could have a material adverse impact on NEP's business, financial condition, liquidity, results of operations and ability to grow its business and make cash distributions to its unitholders.

Risks Related to NEP's Relationship with NEE

NEE has influence over NEP.

Under NEP’s partnership agreement, the board oversees and directs the operations and policies of NEP and exercises management oversight over NEP. At each annual meeting, four of NEP’s seven directors will be elected by NEP’s limited partners. Three directors will be appointed by NEP GP, in its sole discretion. The directors appointed by NEP GP will be, and one director elected by holders of NEP’s common units may be, officers or employees of NEE or its affiliates. In addition, NEE holds voting power over certain matters that require NEP unitholder approval. NEE Management, pursuant to the terms of the MSA, will designate the officers of NEP so long as NEE or one of its affiliates is the manager under the MSA.

The attorneys, independent accountants and others who perform services for NEP will be selected by the board, which may be affiliated with NEE, or its conflicts committee and may perform services for NEE or its affiliates. NEP may retain separate counsel for itself or the holders of common units in the event of a conflict of interest between NEE and its affiliates, on the one hand, and NEP or the holders of common units, on the other, depending on the nature of the conflict. NEP does not intend to do so in most cases.

Under the CSCS agreement, NEP receives credit support from NEE and its affiliates. NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.

Under the CSCS agreement, guarantees and letters of credit have been provided by NEECH, NEER and other NEE affiliates to counterparties on behalf of NEP's subsidiaries to satisfy NEP's subsidiaries’ contractual obligations to provide credit support, including, but not limited to, under PPAs. These NEE affiliates also have provided credit support to lenders to fund reserve accounts. NEP expects NEECH, NEER and other NEE affiliates, upon NEP's request and at NEER’s option, to provide credit support on behalf of any projects NEP may acquire in the future on similar terms but they are under no obligation to

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do so. Any failure of NEP's subsidiaries to maintain acceptable credit support or credit support providers to honor their obligations under their respective credit support arrangements could cause, among other things, events of default to arise under NEP's subsidiaries’ PPAs and financing agreements. Such events of default could entitle customers to terminate their contracts with NEP's subsidiaries or could entitle lenders to accelerate indebtedness owed to them, which could result in the insolvency of NEP's subsidiaries. In addition, if beneficiaries draw on credit support provided by NEECH, NEER and these other NEE affiliates, then NEP OpCo may be required to reimburse them for the amounts drawn, which could reduce NEP OpCo’s cash distributions. These events could decrease NEP's revenues, restrict distributions from its subsidiaries, or result in a sale of or foreclosure on its assets. Further, NEE affiliates may not provide credit support in respect of new projects on the same terms on which they currently provide credit support for NEP’s existing projects, which may require NEP to obtain credit support from third parties on less favorable terms and may prevent NEP from acquiring additional projects. All of the foregoing events, including, but not limited to, a failure of NEP OpCo to have sufficient funds to satisfy its reimbursement obligations, could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEER and certain of its affiliates are permitted to borrow funds received by NEP OpCo or its subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo. NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.

NEER and certain of its affiliates are permitted to withdraw funds received by NEP OpCo under the CSCS agreement, or NEP OpCo's subsidiaries in connection with certain long-term debt agreements, and hold them in an account of NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be retained 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 or NEP OpCo otherwise demands the return of such 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 except as otherwise agreed upon with NEP OpCo. The failure of NEER to return funds to NEP's subsidiaries for any reason could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEER's right of first refusal may adversely affect NEP's ability to consummate future sales or to obtain favorable sale terms.

NEP and NEP OpCo have entered into a ROFR agreement with NEER granting NEER and its subsidiaries (other than NEP OpCo and its subsidiaries) a right of first refusal on any proposed sale of any of the NEP OpCo ROFR assets. The obligations of NEP OpCo under the ROFR agreement may discourage a third party from pursuing a transaction with NEP OpCo. Even if such third party is able to acquire the applicable asset, NEP OpCo’s compliance with its obligations under the ROFR agreement could result in delays and transaction costs, as well as a reduced sales price. In addition, since the number of third parties willing to make an offer for a NEP OpCo ROFR asset may be limited due to the ROFR agreement, NEP OpCo may consummate the sale of any NEP OpCo ROFR asset on less favorable terms, or may not be able to sell such asset, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP GP and its affiliates may have conflicts of interest with NEP and have limited duties to NEP and its unitholders.

The board will appoint officers of NEP (including its chief executive officer) designated by the manager in accordance with the terms of the MSA. As a result, all of NEP’s executive officers could be, and currently are, officers of NEE or one of its affiliates. NEP’s partnership agreement provides contractual standards governing the duties of directors and officers, and directors and officers will not have fiduciary duties to NEP or its unitholders. Conflicts of interest exist and may arise as a result of the relationships between NEE and the directors and officers of NEP affiliated with NEE, on the one hand, and NEP and NEP's limited partners, on the other hand. To the extent any directors or officers of NEP are also officers of NEE, such directors and officers will have fiduciary duties to NEE but not to NEP, and the interests of NEE and NEP may be different or in conflict. In resolving such conflicts of interest, the directors and officers of NEP affiliated with NEE may favor NEE's interests and the interests of NEE's affiliates over the interests of NEP and its unitholders. These conflicts include the following situations, among others:

•No agreement requires NEE or its affiliates to pursue a business strategy that favors NEP or uses NEP's projects or dictates what markets to pursue or grow.

•NEE and its affiliates are not limited in their ability to compete with NEP, and neither NEP GP nor its affiliates have any obligation to present business opportunities to NEP.

•So long as the officers of NEP are officers of NEE or its affiliates, they will also devote significant time to the business of NEE or its affiliates and will be compensated by NEE or its affiliates.

•The board may cause NEP to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to settle payment obligations to NEE.

•NEP's partnership agreement replaces the fiduciary duties that would otherwise be owed by NEP GP and the directors and officers of NEP with contractual standards governing their duties and limits NEP GP’s and such directors’ and officers' liabilities and the remedies available to NEP's unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty under applicable Delaware law.

•Except in limited circumstances, the board has the power and authority to conduct NEP's business without the approval of NEP GP or NEP's unitholders.

•Actions taken by the board may affect the amount of cash available to pay distributions to NEP's unitholders.

•NEP GP has limited liability regarding NEP's contractual and other obligations.

•The board controls the exercise of the rights of NEP against NEE and its affiliates, and the enforcement of the obligations that NEE and its affiliates owe to NEP.

As a result of the overlapping nature of the management of NEP and NEE and its affiliates, effectively managing these actual, perceived and potential conflicts may require substantial attention, and there is no assurance that all relevant actual, perceived or potential conflicts will be identified or that such conflicts will be adequately addressed. A decision by NEP GP or the board to favor its own interests or the interests of NEE over NEP's interests and the interests of its unitholders could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP GP and its affiliates and the directors and officers of NEP are not restricted in their ability to compete with NEP, whose business is subject to certain restrictions.

NEP’s partnership agreement provides that its general partner is restricted from engaging in any business activities other than acting as NEP GP and those activities incidental to its ownership of interests in NEP. Affiliates of NEP GP, including, but not limited to, NEE and its other subsidiaries, are not prohibited from owning projects or engaging in businesses that compete directly or indirectly with NEP. NEE currently holds interests in, and may make investments in and purchases of, entities that acquire, own and operate clean energy projects. NEER is under no obligation to make any acquisition

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opportunities available to NEP. In addition, pursuant to NEP’s partnership agreement, its subsidiaries generally will not have any power or authority to solicit, review, respond to or otherwise participate in certain activities or lines of business.

Under the terms of NEP’s partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to NEP GP and its affiliates, including, but not limited to, NEE or to NEP's directors or officers. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for NEP will not have any duty to communicate or offer such opportunity to NEP. Any such person or entity will not be liable to NEP or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to NEP. This may create actual and potential conflicts of interest between NEP and affiliates of NEP GP and result in less than favorable treatment of NEP and holders of its common units. Any of the foregoing could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distribution to its unitholders.

NEP may only terminate the MSA under certain limited circumstances.

The MSA provides that NEP and certain affiliates may terminate the agreement only upon 90 days' prior written notice to NEE Management under certain limited circumstances. The agreement continues until January 1, 2068 and thereafter renews for successive five-year periods unless NEP OpCo or NEE Management provides written notice to the other that it does not wish for the agreement to be renewed. If NEE Management’s performance does not meet the expectations of investors and NEP is unable to terminate the MSA, the market price of NEP's common units could suffer. In addition, even if the MSA is terminated, it may not terminate in respect of provisions relating to all fees payable to NEE Management under that agreement, which could result in NEE or its affiliates receiving payments that could otherwise be distributed to NEP's unitholders even though NEE Management would be no longer obligated to provide services to NEP under the MSA.

If certain agreements with NEE Management or NEER are terminated, NEP may be unable to contract with a substitute service provider on similar terms.

NEE's affiliates provide, or arrange for the provision of, administrative, O&M and construction management services under agreements with NEE Management and NEER, respectively. Any failure by NEE Management or NEER to perform their administrative, O&M and construction management services obligations or the failure by NEP to identify and contract with replacement service providers, if required, could materially impact the successful operation of its projects. Under these agreements, certain NEE employees provide services to NEP. These services are not the primary responsibility of these employees, nor are these employees required to act for NEP alone. The agreements do not require any specific individuals to be provided by NEE and NEE has the discretion to determine which of its employees perform services required to be provided to NEP.

NEE Management and NEER have agreed to provide NEP with management services under the MSA and the management sub-contract, respectively, and NEP does not have independent executive or senior management personnel. Each of the MSA and the management sub-contract, respectively, provides that NEE Management and NEER, respectively, may terminate the applicable agreement upon 180 days’ prior written notice of termination to NEP if NEP defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to NEE Management or its affiliates other than NEP or its subsidiaries, and the default continues unremedied for a period of 90 days after written notice thereof is given to NEP or upon the happening of certain specified events. If NEE Management terminates the MSA, if NEER terminates the management sub-contract or if either of them defaults in the performance of its obligations under the respective agreement, NEP may be unable to contract with a substitute service provider on similar terms, and the costs of substituting service providers may be substantial. If NEP cannot locate a service provider that is able to provide NEP with substantially similar services as NEE Management and NEER provide under the MSA and the management sub-contract, respectively, on similar terms, it would likely have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP's arrangements with NEE limit NEE’s potential liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.

Under the MSA, NEE Management and its affiliates do not assume any responsibility other than to provide or arrange for the provision of the services described in the MSA in good faith. Additionally, under the MSA, the liability of NEE Management and its affiliates is limited to the fullest extent permitted by law to conduct involving bad faith, fraud, willful misconduct or recklessness or, in the case of a criminal matter, to action that was known to have been unlawful. NEP has agreed, and will cause certain affiliates to, indemnify NEE Management and its affiliates and any of their directors, officers, agents, members, partners, stockholders and employees and other representatives of NEE Management and its affiliates to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with NEP's, NEP OpCo GP's, NEP OpCo's and certain affiliates' operations, investments and activities or in respect of or arising from the MSA or the services provided thereunder by NEE Management and its affiliates, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. Additionally, the maximum amount of the aggregate liability of NEE Management or any of its affiliates in providing services under the MSA or otherwise (including, but not limited to, NEER under the management sub-contract), or of any director, officer, employee, contractor, agent, advisor or other representative of NEE Management or any of its affiliates, will be equal to the base management fee previously paid by NEP in the most recent calendar year under the MSA. These protections may result in NEE Management and its affiliates tolerating greater risks when making decisions than otherwise would be the case, including, but not limited to, when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which NEE Management and its affiliates are a party may also give rise to legal claims for indemnification, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

Risks Related to Ownership of NEP's Units

NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.

NEP's cash flow is generated from distributions NEP receives from NEP OpCo, which will consist primarily of cash distributions that NEP OpCo has received from its subsidiaries. The amount of cash that NEP OpCo’s subsidiaries will be able to distribute to NEP OpCo each quarter principally depends upon the amount of cash such subsidiaries generate from their operations and investments. NEP OpCo may not have sufficient available cash each quarter to continue paying distributions at its current level or at all. If NEP OpCo reduces its per unit distribution, because of reduced operating cash flow, higher expenses, capital requirements or otherwise, NEP will have less cash to distribute to its unitholders and would likely be required to reduce its per common unit distribution.

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The amount of cash that NEP OpCo generates from its operations will fluctuate from quarter to quarter based on such things as the amount of power generated from its projects and the amount of natural gas transported in its pipeline investment, and the prices received therefor; its operating and capital costs; payment of interest and principal amortization, which depends on the amount of its indebtedness and the interest payable thereon; and the ability of NEP OpCo’s subsidiaries to distribute cash under their respective financing agreements.

In addition, the amount of cash that NEP OpCo will have available for distribution will depend on factors, some of which are beyond its control, such as:

•the amount of cash reserves established by NEP OpCo GP, NEP OpCo’s general partner, for the proper conduct of partnership business, including for the payment of debt and other obligations and capital needs (such as the exercise of buyout rights) as they come due or arise;

•timing and collectability of receivables;

•fluctuations in its working capital needs;

•availability of borrowings under its subsidiaries' credit facility to pay distributions; and

•access to credit or capital markets.

Because of these factors, NEP OpCo may not have sufficient available cash each quarter to pay a quarterly distribution per common unit or any other amount. Furthermore, the amount of cash that NEP OpCo has available for distribution depends primarily upon its cash flow, including, but not limited to, cash flow from financial reserves and working capital borrowings, and is not solely a function of profitability, which will be affected by non-cash items. As a result, NEP OpCo may be able to make cash distributions during periods when it records net losses and may not be able to make cash distributions during periods when it records net income, which would limit the amount of distributions NEP is able to make to its unitholders.

If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee, which is currently suspended.

The IDR fee, which is currently suspended, is an expense of NEP OpCo that reduces the amount of cash distributions by NEP OpCo to NEP OpCo's unitholders, including NEP. The IDR fee is not reduced for NEP's income tax liabilities. Instead, NEP must use the cash proceeds of any distributions NEP receives from NEP OpCo to satisfy NEP's income tax liabilities. Any such payments of income taxes by NEP will reduce the amount of cash distributions by NEP to its unitholders. As a result, if NEP incurs material income tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.

Holders of NEP’s units may be subject to voting restrictions.

Under NEP’s partnership agreement, limited partners are allowed to vote for four of the seven members of the board. Moreover, any person, together with the members of any related group, who beneficially owns 5% or more of the outstanding units will be permitted to vote not more than 5% of such outstanding units in an election or removal of certain directors. Further, if, after giving effect to the 5% limitation, any person, together with the members of any related group, still has the power to cast votes equal to or greater than 10% of the units present and actually voted on any matter (including an election or removal of certain directors), such person will be entitled to direct the voting of only the units held by such person representing not more than 9.99% of the units actually voted on such matter, and any units held by such person equal to 10% or more of such voting power will be voted proportionally with the votes cast by other unitholders on such matter. However, if such person is NEP's general partner or any of its affiliates, the 9.99% limitation on voting power applies only to the election or removal of certain directors.

NEP’s partnership agreement replaces the fiduciary duties that NEP GP and NEP’s directors and officers might have to holders of its common units with contractual standards governing their duties and the NYSE does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.

NEP’s partnership agreement contains provisions that eliminate the fiduciary standards to which NEP GP or any of NEP’s directors and officers would otherwise be held by state fiduciary duty law and replaces those standards with several different contractual standards.

For example, NEP’s partnership agreement permits the board to make some decisions in its sole discretion, free of any duties to NEP or its unitholders other than the implied contractual covenant of good faith and fair dealing (which means that a court will enforce the reasonable expectations of the partners where the language of the partnership agreement does not provide for a clear course of action). These provisions entitle the board to consider only the interests and factors that the board desires and relieves the board of any duty or obligation to give any consideration to any interest of, or factors affecting, NEP, its affiliates or NEP's limited partners.

NEP’s partnership agreement permits NEP GP to make a number of decisions in its individual capacity, as opposed to in its capacity as NEP's general partner, free of any duties to NEP or its unitholders other than the implied contractual covenant of good faith and fair dealing. These provisions entitle NEP GP and its affiliates to consider only the interests and factors that they desire and relieve them of any duty or obligation to give any consideration to any interest of, or factors affecting, NEP, its affiliates or NEP's limited partners. Examples of decisions that NEP GP and its affiliates may make in their individual capacities include:

•appointment of three directors of NEP;

•how to exercise voting rights with respect to the units NEP GP or its affiliates own in NEP OpCo and NEP;

•whether to exchange NEP OpCo common units owned by NEE Equity for NEP common units or, with the approval of the conflicts committee, to have NEP OpCo redeem NEP OpCo common units owned by NEE Equity for cash; and

•whether to consent to, among other things, NEP’s participation in certain activities or lines of business, the sale of all or substantially all of the assets of NEP, any merger, consolidation or conversion of NEP, dissolution of NEP, or an amendment to NEP OpCo’s partnership agreement.

Additionally, as NEP is a publicly traded limited partnership listed on the NYSE, it is not required to have, and it does not currently have, a majority of independent directors on the board and is not required to establish a compensation committee or a nominating and corporate governance committee.

NEP’s partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP’s directors or NEP GP that might otherwise constitute breaches of fiduciary duties.

NEP’s partnership agreement contains provisions that restrict the remedies available to its unitholders for actions taken by NEP’s directors or NEP GP that might otherwise constitute breaches of fiduciary duties under state law. For example, NEP’s partnership agreement provides that:

•whenever NEP GP or the board, or any director or any committee of the board (including, but not limited to, the conflicts committee), makes a determination or takes, or declines to take, any other action in its respective capacity, they are required to act in good faith;

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•NEP GP will not have any liability to NEP or its unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;

•NEP GP and its officers and directors and the officers and directors of NEP will not be liable for monetary damages to NEP or NEP's limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining such persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

•NEP GP and its affiliates and NEP’s directors will not be in breach of their obligations under NEP’s partnership agreement (including, but not limited to, any duties to NEP or its unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:

•    approved by the conflicts committee of the board, although the board is not obligated to seek such approval;

•    approved by the vote of a majority of the outstanding common units, excluding any common units owned by NEP GP and its affiliates if the conflict involves NEP GP or any of its affiliates;

•    determined by the board to be on terms no less favorable to NEP than those generally being provided to or available from unrelated third parties; or

•    determined by the board to be fair and reasonable to NEP, taking into account the totality of the relationships among the parties involved, including, but not limited to, other transactions that may be particularly favorable or advantageous to NEP.

In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by NEP GP or the board, or the conflicts committee of the board, must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by NEP's unitholders or the conflicts committee and the board determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the third and fourth sub-bullets above, then it will be presumed that, in making its decision, the board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or NEP challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Certain of NEP’s actions require the consent of NEP GP.

Under NEP’s partnership agreement, NEP GP's consent is required for certain actions of NEP, in addition to approval by the board or unitholders, as applicable. Because NEP GP is indirectly owned by NEE, NEE can cause NEP GP to exercise certain protective rights. NEP’s partnership agreement provides that NEP GP may grant or withhold its consent in its sole discretion. To the extent NEP GP withholds its consent, NEP unitholders and the board will be prevented from taking actions which they may consider beneficial to NEP or its unitholders.

Holders of NEP's common units currently cannot remove NEP GP without NEE’s consent and provisions in NEP's partnership agreement may discourage or delay an acquisition of NEP that NEP unitholders may consider favorable.

The vote of the holders of at least 66 2⁄3% of all outstanding common units and special voting units voting together as a single class is required to remove NEP's general partner. Further, the vote of the holders of at least a majority of all outstanding common units and special voting units voting together as a single class is required to name a new general partner of NEP. Given NEP GP and its affiliates current voting power with respect to NEP’s outstanding units, a vote to remove NEP’s general partner would currently require NEE’s consent.

In addition, certain provisions in NEP's partnership agreement, including limitations upon the ability of unitholders to make binding proposals of other business to be considered at annual meetings or to request special meetings, may discourage unitholders from attempting to remove the general partner or otherwise change NEP's management. These provisions may have the effect of limiting the ability of a third party to acquire control of NEP that might involve a premium to the market price of NEP's common units or otherwise be in the unitholders' best interests.

NEE’s interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.

NEP’s partnership agreement does not restrict the ability of NEE to transfer all or a portion of its ownership interest in NEP GP to a third party. NEP’s partnership agreement also does not restrict the ability of NEP GP to issue equity securities in a public or private transaction. A new owner of all or a portion of an ownership interest in NEP GP could then be in a position to designate its own representatives to the board.

Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions from NEP OpCo and from NEP to NEP's unitholders, and there are no limits on the amount that NEP OpCo may be required to pay.

Under NEP OpCo’s partnership agreement, prior to making any distributions on its units, NEP OpCo will reimburse NEP GP and its affiliates, including, but not limited to, NEE, for out-of-pocket expenses they incur and payments they make on NEP's behalf and for certain payments made under credit support arrangements provided by NEER on behalf of NEP's subsidiaries. NEP OpCo will also pay certain fees and reimbursements under the MSA and the CSCS agreement prior to making any distributions on its units. The reimbursement of expenses and certain payments made under credit support arrangements and payment of fees, if any, to NEP GP and its affiliates will reduce the amount of available cash NEP OpCo has to pay cash distributions to NEP and the amount that NEP has available to pay distributions to NEP's unitholders. Under NEP OpCo’s partnership agreement, there is no limit on the fees and expense reimbursements NEP OpCo may be required to pay.

Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.

Interest rates on future credit facilities and debt offerings could be higher than current levels, causing NEP's financing costs to increase accordingly. NEP's common unit price is impacted by the level of its cash distributions and implied distribution yield. The distribution yield is used by investors to compare yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in NEP's common units, and a rising interest rate environment or sustained high interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to grow its business and make cash distributions to its unitholders.

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The liability of holders of NEP's units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.

A general partner of a limited partnership generally has unlimited liability for the obligations of the limited partnership except for those contractual obligations of the limited partnership that are expressly made without recourse to the general partner. NEP is organized under Delaware law and NEP conducts business in a number of other states. The limitations on the liability of holders of limited partnership interests for the obligations of a limited partnership have not been clearly established in some of the other states in which NEP does business. A unitholder could be liable for any and all of NEP's obligations as if the unitholder were a general partner if a court or government agency were to determine that:

•NEP was conducting business in a state but had not complied with that particular state’s limited partnership statute; or

•the unitholder’s right to act with other unitholders to remove or replace NEP GP, to approve some amendments to NEP's partnership agreement or to take other actions under NEP's partnership agreement constitute “control” of NEP's business.

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Delaware law, NEP may not make a distribution to its unitholders if the distribution would cause NEP's liabilities to exceed the fair value of its assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distributed amount. Transferees of common units are liable both for the obligations of the transferor to make contributions to the partnership that were known to the transferee at the time of transfer and for those obligations that were unknown if the liabilities could have been determined from the partnership agreement. Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted.

The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in NEP, may decrease the amount of cash available for distribution for each common unit, will impact the relative voting strength of outstanding NEP common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for NEP's common units.

NEP's partnership agreement does not limit the number of additional limited partnership interests, including, but not limited to, limited partnership interests that rank senior to the common units, which NEP may issue at any time without the approval of its unitholders.

NEP has issued and outstanding convertible notes and certain NEP OpCo subsidiaries have issued and outstanding noncontrolling Class B membership interests in their subsidiaries that may be settled in whole or in part as specified in the related limited liability company agreement, at NEP's election with NEP common units, and may issue similar securities in the future. Subject to certain limitations, the convertible notes may be converted by the holders of such notes, with NEP paying cash up to the aggregate principal amount of the notes being converted. NEP will have the option to deliver NEP common units for the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. NEP has the option, subject to certain limitations and extensions, to purchase the noncontrolling Class B membership interests in those NEP OpCo subsidiaries. If exercised, NEP has the right to pay all or a portion of the buyout price in NEP non-voting common units (convertible into NEP common units) or NEP common units, as specified in the related limited liability company agreement, issued at the then-current market price of NEP common units, subject to certain limitations. If holders of the noncontrolling Class B membership interests, convertible notes or any convertible securities issued in the future, were to dispose of a substantial portion of these common units in the public market following such a conversion or settlement, whether in a single transaction or series of transactions, it could adversely affect the market price for NEP's common units. The holders of the noncontrolling Class B membership interests generally have certain registration rights that would facilitate such dispositions promptly and NEP cannot guarantee that these holders will not dispose of a substantial portion or all of their common units promptly upon conversion or settlement.

Any issuance of NEP common units, or other NEP limited partnership interests, securities convertible into, or settleable with, common units as well as the issuance of NEP non-voting common units or NEP common units, as the case may be, upon conversion or settlement, will or may have the following effects:

•an existing common unitholder’s proportionate ownership interest in NEP may decrease;

•the amount of cash distributions per common unit may decrease; and

•the relative voting strength of each previously outstanding common unit may be diminished.

In addition, any issuance, or the possibility of issuance, of the securities described in the preceding sentence, as well as the resale, or possibility of resale, of NEP common units following conversion or settlement may result in a decline in the market price of NEP common units and could make it more difficult for NEP to sell NEP's common units in the future.

Taxation Risks

NEP's future tax liability may be greater than expected if NEP does not generate net operating losses (NOLs) sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.

Even though NEP is organized as a limited partnership under state law, NEP is treated as a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal income tax at regular corporate rates on NEP's net taxable income. NEP expects to generate NOLs and NOL carryforwards that it can use to offset future taxable income. As a result, NEP does not expect to pay meaningful U.S. federal income tax for over 15 years. This estimate is based upon assumptions NEP has made regarding, among other things, NEP OpCo's income, capital expenditures, cash flows, net working capital and cash distributions. Further, the IRS or other tax authorities could challenge one or more tax positions NEP or NEP OpCo takes, such as the classification of assets under the income tax depreciation rules, the characterization of expenses (including, but not limited to, fees paid to NEE) for income tax purposes, the extent to which sales, use or goods and services tax applies to operations in a particular state or the availability of property tax exemptions with respect to NEP's projects. Further, any change in tax law may affect NEP's tax position, including changes in corporate income tax laws, regulations, policies and guidance, including related to the qualification for renewable energy tax credits, applicable to NEP. While NEP expects that its NOLs and NOL carryforwards will be available to NEP as a future benefit, in the event that they are not generated as expected, are successfully challenged by the IRS (in a tax audit or otherwise) or are subject to future limitations as described below, NEP's ability to realize these benefits may be limited and could have a material adverse effect on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

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NEP's federal, state or local tax positions may be challenged by the relevant tax authority. The process and costs, including, but not limited to, potential penalties for nonpayment of disputed amounts, of appealing such challenges, administratively or judicially, regardless of the merits, could be material. A reduction in NEP's expected NOLs, a limitation on NEP's ability to use such losses, or other tax attributes, such as tax credits, and future tax audits or a challenge by tax authorities to NEP's tax positions may result in a material increase in NEP's estimated future income taxes or other tax liabilities, which would negatively impact the amount of after-tax cash distributions to NEP's unitholders and its financial condition.

NEP's ability to use NOLs to offset future income may be limited.

NEP's ability to use its NOLs to offset future taxable income could be substantially limited if NEP’s unitholders that own 5% or more of NEP’s outstanding common units, as defined under Code Section 382, increase their ownership in NEP by more than 50 percentage points over a rolling three-year period through, among other things, additional purchases of NEP's common units and certain types of reorganization transactions. Any NOLs that exceed this limitation may be carried forward and used to offset taxable income for the remainder of the carryforward period (i.e., 20 years from the year in which such NOL was generated for NOLs generated prior to January 1, 2018 and no carryforward limitation for any subsequently generated NOLs). Based on NEP’s most recent annual assessment, NEP does not expect the Section 382 limitation to impact its ability to utilize any of its NOLs to offset future taxable income. Additionally, valuation allowances may be needed for deferred tax assets that NEP estimates are more likely than not to be unusable, based on available evidence at the time the estimate is made. Potential changes in the tax law or in NEP’s projections could impact NEP's assessment and valuation allowance estimates, which could have a material adverse impact on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholders.

NEP will not have complete control over NEP's tax decisions.

NEP and/or NEP OpCo may be included in the combined or unitary tax returns of NEE or one or more of its subsidiaries for U.S. state or local income tax purposes. NEP is a party to a tax sharing arrangement which determines the share of taxes that NEP will pay to, or receive from, NEE. In addition, by virtue of NEP's inclusion in NEE’s combined or unitary income tax returns, NEE will effectively control all of NEP's state and local tax decisions in connection with any combined or unitary income tax returns in which NEP is included. NEE will have sole authority to respond to and conduct all tax proceedings (including, but not limited to, tax audits) related to NEP, to file all state and local income tax returns on NEP's behalf, and to determine the amount of NEP's liability to, or entitlement to payment from, NEE in connection with any combined or unitary income tax returns in which NEP is included. This may result in conflicts of interest between NEE and NEP and could have a material adverse impact on NEP's business, financial condition, results of operations and ability to grow its business and make cash distributions to its unitholder.

Distributions to unitholders may be taxable as dividends.

Even though NEP is organized as a limited partnership under state law, NEP is treated as a corporation for U.S. federal income tax purposes. Accordingly, if NEP makes distributions from current or accumulated earnings and profits as computed for U.S. federal income tax purposes, such distributions will generally be taxable to unitholders as ordinary dividend income for U.S. federal income tax purposes. Distributions paid to non-corporate U.S. unitholders will be subject to U.S. federal income tax at preferential rates, provided that certain holding period and other requirements are satisfied. However, it is difficult to predict whether NEP will generate earnings and profits as computed for U.S. federal income tax purposes in any given tax year, and although NEP expects that a portion of its distributions to unitholders may exceed its current and accumulated earnings and profits as computed for U.S. federal income tax purposes and therefore constitute a non-taxable return-of-capital distribution to the extent of a unitholder’s basis in its units, this may not occur. In addition, although return-of-capital distributions are generally non-taxable to the extent of a unitholder’s basis in its units, such distributions will reduce the unitholder’s adjusted tax basis in its units, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by the unitholder on a future disposition of NEP's common units, and to the extent any return-of-capital distribution exceeds a unitholder’s basis, such distributions will be treated as gain on the sale or exchange of the units.

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Item 1B.  Unresolved Staff Comments

None

Item 1C.  Cybersecurity

Risk Management and Strategy

Under agreements with NEE Management and NEER, NEE's affiliates provide or arrange for the provision to NEP of substantially all of NEP's information technology functions, including those relating to cybersecurity. NEP's board oversees the provision of these services.

NEE operates a cybersecurity program which, among other objectives, seeks to identify potential unauthorized occurrences on or conducted through the electronic information resources owned or used by NEE (information systems), including those used for the provision of functions to NEP, that may result in adverse effects on the confidentiality, integrity or availability of its information systems or any information residing on those systems (cybersecurity threats), as well as on its operations, including its provision of services to NEP. The cybersecurity program includes controls to reduce the risk and potential impact of a cybersecurity incident and to align its processes, controls and implemented technologies with industry standard frameworks and regulations. In addition, outside experts assess NEE’s cybersecurity program capabilities, technology environment and security controls to regularly evaluate effectiveness.

NEE operates a cybersecurity operations center and has cyber threat intelligence capability to identify, monitor, detect and respond to cybersecurity threats, including those related to NEP, which is led by a cybersecurity incident response team. NEE uses these resources to identify cybersecurity threats and monitor for anomalies that may result in cybersecurity incidents on its systems and monitors for impacts to external vendors or suppliers, including those related to NEP. Assessment of an incident includes, but is not limited to, analysis of the urgency and operational or business impact of an incident and the status and effectiveness of incident defenses. NEE invests in personnel and technologies with the objective of limiting the frequency and impact of cybersecurity incidents. Following documented cybersecurity incident response procedures, the cybersecurity incident response team escalates information about cybersecurity incidents depending on circumstances to oversight committees and personnel charged with managing specific aspects of cybersecurity risk, including, among others, the Cybersecurity and Resiliency Committee, the Cybersecurity Governance Executive Committee and individuals serving as officers and directors of NEP.

NEE conducts an annual internal cybersecurity drill with the participation from time to time of local, state and federal agencies to test its capability of dealing with a simulated cyber-attack. NEE also participates in industry forums and trade groups, as well as, in NERC activities to learn and apply these learnings to its cybersecurity policies and procedures.

NEE uses third parties to periodically assess the extent to which its cybersecurity risk management protocols align with the U.S. Department of Energy’s Cybersecurity Capability Maturity Model standard. Certain functions within NEE are required to comply with certain regulatory standards that are designed to protect against cybersecurity incidents, including the NERC Critical Infrastructure Protection standards. Further, NEE has a cybersecurity training program and a mock phishing program to educate and train employees on potential cybersecurity risks and on privacy and data protection. Given geopolitical events, NEE continues to take steps to protect against cybersecurity threats to its and NEP's critical infrastructure, including communications with personnel to ensure heightened awareness of increased cybersecurity threats worldwide.

The cybersecurity capabilities of third-party vendors providing system solutions to NEE or accessing NEE’s systems or data, including those related to NEP, is evaluated as part of the new vendor establishment process. NEE retains the right to audit vendors for cybersecurity of products and services. Where applicable in NEE’s or NEP's contracts with third-party vendors accessing their systems or data, standard data security terms and conditions are utilized and minimum amounts of insurance coverage based on the risk of exposure are required.

There have been cyberattacks and other physical attacks within the energy industry on energy infrastructure such as substations, gas pipelines and related assets in the past and there may be such attacks in the future. Although there have been no cybersecurity incidents or threats with a material impact on NEE's nor NEP's business strategy, results of operations, or financial condition, NEE's information technology systems could fail or be breached, and such systems could be inoperable, causing NEE and NEP to be unable to fulfill critical business operations. The disclosures herein should be reviewed with the risk factors included in Item 1A.

Governance

NEE's chief information officer, the vice president, IT infrastructure and cybersecurity and the chief information security officer are responsible for assessing and managing material risks from cybersecurity threats, including those related to NEP, and have careers that represent more than 75 years of combined experience related to the management and protection of technologies. These individuals participate in or receive updates from not only the cybersecurity incident response team but also cybersecurity

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Table of Contents

oversight committees, such as the Cybersecurity and Resiliency Committee comprised of various members of management, including NEP's chief financial officer, general counsel, and president and the Cybersecurity Governance Executive Committee comprised of various members of management, including NEE's vice president of internal audit and executive director of emergency preparedness. These NEE committees are charged with governing cybersecurity, cyber risks and resilience activities as well as the cyber and physical security policies and programs for NEE and its subsidiaries as well as NEP.

The NEP board is responsible for the oversight of risks from cybersecurity threats and receives cybersecurity updates from NEE’s chief information officer and its vice president, IT infrastructure and cybersecurity. Significant active cybersecurity incidents and threats are communicated to board personnel as they occur.

Item 2.  Properties

NEP and its subsidiaries maintain properties consisting of renewable generation projects and, through an equity method investment, natural gas pipeline assets; the principal properties are described in Item 1. Business, which description is incorporated herein by reference.

Character of Ownership

The majority of NEP's generating facilities and NEP's investment in natural gas pipeline assets are owned by NEP subsidiaries and are currently subject to NEE Equity's 51.4% noncontrolling limited partner interest in NEP OpCo. In addition, NEER owns noncontrolling ownership interests in certain NEP OpCo subsidiaries and third-party investors own noncontrolling interests in certain NEP OpCo subsidiaries. See Item 1. Certain of the generating facilities and the natural gas pipeline assets are encumbered by liens securing various financings. Additionally, some of the generating facilities and the natural gas pipeline assets occupy or use real property that is not owned by NEP subsidiaries, primarily through various easements, leases, rights-of-way, permits or licenses from private landowners or governmental entities.

Item 3. Legal Proceedings

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 4.  Mine Safety Disclosures

Not applicable

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PART II

Item 5.  Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

Common Unit Data. NEP's common units are traded on the NYSE under the symbol "NEP".

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 the board. 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 the board solely to provide for the payment of NEP's income taxes, if any, 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 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 is expected to be derived from the operations of the projects. The cash available for distribution could fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, fluctuating wind and solar resource, maintenance and outage schedules, timing of debt service and other factors.

In February 2024, NEP paid a distribution of $0.88 per common unit to its unitholders of record on February 6, 2024. See Management's Discussion – Liquidity and Capital Resources – Financing Arrangements and Note 14 with respect to distribution restrictions. There are currently no restrictions in effect that limit NEP's ability to pay distributions to its unitholders.

As of January 31, 2024, there were 13 holders of record of NEP's common units.

Incentive Distribution Rights Fee. IDRs represent the right to receive a fee calculated based on the amount of adjusted available cash from operating surplus, as defined in the MSA, that NEP OpCo would be able to distribute to its common

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unitholders after specified minimum quarterly and target quarterly distribution levels have been achieved. The right to receive the IDR fee is currently held by NEE Management, but may be assigned, subject to restrictions in the MSA. In May 2023, the MSA was amended to suspend the IDR fee to be paid by NEP in respect to each calendar quarter beginning with the IDR fee related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. The following discussion does not reflect that the IDR fee has been suspended as described in the preceding sentence and assumes that NEE Management continues to retain the right to receive the IDRs.

Under the MSA, for any quarter in which NEP OpCo has adjusted available cash at least equal to a base incentive amount (total common units outstanding multiplied by $0.3525, plus approximately $14 million paid to NEE Management quarterly for IDRs) any excess adjusted available cash will be split 75% to NEP OpCo common unitholders and 25% to NEE Management for IDRs. The IDR fee paid by NEP is capped at $39.25 million per quarter ($157 million per year) if quarterly distributions to NEP OpCo unitholders are at or above $0.7625 ($3.05 on an annualized basis) per NEP OpCo common unit.

If NEP OpCo's adjusted available cash for any quarter falls below the base incentive amount, the IDRs will be paid using the target quarterly distribution levels below calculated using the number of NEP OpCo common units outstanding on January 30, 2017, subject to certain adjustments for repurchases, splits and combinations:

	Total Quarterly Distribution per NEP OpCo Common Unit Target Amount	Marginal Percentage Interest in Adjusted Available Cash
		NEP OpCo Common Unitholders	NEE Management
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Quarterly Distribution	Above $0.1875 up to $0.215625	100%	—%
Second Target Quarterly Distribution	Above $0.215625 up to $0.234375	85%	15%
Third Target Quarterly Distribution	Above $0.234375 up to $0.281250	75%	25%
Thereafter	Above $0.281250	50%	50%

During 2023, 2022 and 2021, NEP paid IDR fees of approximately $39 million, $152 million and $129 million, respectively.

Purchases of Equity Securities by Affiliated Purchaser. In October 2015, NEP was advised that NEE authorized a program to purchase, from time to time, up to $150 million of NEP's outstanding common units. Under the program, purchases may be made in amounts, at prices and at such times as NEE or its subsidiaries deem appropriate, all subject to market conditions and other considerations. The common unit purchase program does not require NEE to acquire any specific number of common units and may be modified or terminated by NEE at any time. The purpose of the program is not to cause NEP’s common units to be delisted from the NYSE or to cause the common units to be deregistered with the SEC. During 2023, 2022 and 2021, there were no purchases under the program. At December 31, 2023, the dollar value of units that may yet be purchased under the program was approximately $114 million.

Item 6.  Reserved

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Consolidated Financial Statements contained herein. All comparisons are with the corresponding items in the prior year.

Overview

Company Description

NEP is a growth-oriented limited partnership with a strategy that emphasizes acquiring, managing and owning contracted clean energy assets with stable long-term cash flows with a focus on renewable energy projects. NEP consolidates the results of NEP OpCo and its subsidiaries through its controlling interest in the general partner of NEP OpCo. At December 31, 2023, NEP owned an approximately 48.6% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 51.4% limited partner interest in NEP OpCo. Through NEP OpCo, NEP owns, or has a partial ownership interest in, a portfolio of contracted renewable energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project, as well as a pipeline investment. NEP's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.

During 2023, 2022 and 2021, NEP acquired interests in various projects as discussed in Note 3. In January 2023, NEP completed the sale of a 62 MW wind project located in North Dakota and in December 2023, NEP sold its Texas pipelines which has been presented as discontinued operations (see Note 2 – Disposal of Wind Project and – Assets Held for Sale and Discontinued Operations and Note 4). In 2022, NEP sold its ownership interests in a pipeline (see Note 2 – Disposal of Pipeline).

Results of Operations

	Years Ended December 31,
	2023		2022		2021
	(millions)
OPERATING REVENUES	$	1,078	$	969	$	722
OPERATING EXPENSES
Operations and maintenance	520		527		374
Depreciation and amortization	521		394		251
Taxes other than income taxes and other	65		40		28
Total operating expenses – net	1,106		961		653
GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET	—		36		(5)
OPERATING INCOME (LOSS)	(28)		44		64
OTHER INCOME (DEDUCTIONS)
Interest expense	(394)		848		50
Equity in earnings of equity method investees	152		177		158
Equity in earnings of non-economic ownership interests	4		56		27
Other – net	9		5		4
Total other income (deductions) – net	(229)		1,086		239
INCOME (LOSS) BEFORE INCOME TAXES	(257)		1,130		303
INCOME TAX EXPENSE (BENEFIT)	(25)		161		37
INCOME (LOSS) FROM CONTINUING OPERATIONS	(232)		969		266
INCOME FROM DISCONTINUED OPERATIONS, net of tax expense of $59 million, $10 million and $11 million, respectively	450		152		158
NET INCOME	218		1,121		424
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(18)		(644)		(287)
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	200	$	477	$	137

2023 Compared to 2022

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under NEP's PPAs, partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs (see Note 2 – Intangible Assets – PPAs and – Intangible Liabilities – PPAs). Operating revenues increased $109 million during the year ended December 31, 2023. The increase primarily reflects approximately $185 million related to the projects acquired in late 2022 and 2023 (see Note 3), partly offset by unfavorable wind resource in 2023.

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Wind and solar resource levels, weather conditions and the performance of NEP's renewable energy portfolio represent significant factors that could affect its operating results because these variables impact energy sales. Additionally, project acquisitions or wind turbine repowering opportunities could impact future revenues.

Operating Expenses

Operations and Maintenance

O&M expenses include interconnection costs, labor expenses, equipment servicing costs, land 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 15). O&M expenses also include 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 expenses decreased $7 million during the year ended December 31, 2023 primarily due to approximately $95 million of lower other corporate expenses primarily relating to the suspension of the IDR fee, partly offset by $61 million related to the projects acquired in late 2022 and 2023 and $24 million of higher operating costs. In May 2023, the MSA was amended to suspend the IDR fee to be paid by NEP in respect to each calendar quarter beginning with the IDR fee related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. See Item 5 – Incentive Distribution Rights Fee.

O&M expenses related to the existing portfolio are expected to remain relatively stable from year to year. However, NEP's O&M expenses are likely to increase as NEP acquires new projects.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on depreciable asset lives and consistent depreciation methodologies. For certain of the renewable energy projects, CITCs are recorded as a reduction in property, plant and equipment – net on the 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 increased $127 million during the year ended December 31, 2023 primarily due to depreciation related to projects acquired in late 2022 and 2023.

Taxes Other than Income Taxes and other – net

Taxes Other than Income Taxes and other – net increased $25 million for the year ended December 31, 2023 primarily due to impacts of acquisitions in late 2022 and in 2023 and the absence of a gain realized in 2022 relating to settlement of a payable relating to a CITC.

Gains (Losses) on Disposal of Businesses/Assets – Net

The $36 million net gains on disposal of businesses/assets recognized during the year ended December 31, 2022 primarily reflects the gain recorded for the sale of NEP's interests in a pipeline in Texas. See Note 2 – Disposal of Pipeline.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest under long-term debt agreements and mark-to-market gains and losses on interest rate contracts. Interest expense increased $1,242 million during the year ended December 31, 2023 primarily reflecting approximately $1,193 million of unfavorable mark-to-market activity ($176 million of losses recorded in 2023 compared to $1,017 million of gains recorded in 2022) and higher interest expense due to increased average debt outstanding. See Note 6 – Financial Statement Impact of Derivative Instruments and Note 13.

Equity in Earnings of Equity Method Investees

Equity in earnings of equity method investees decreased $25 million for the year ended December 31, 2023 primarily due to unfavorable mark-to-market activity on interest rate contracts in 2023.

Equity in Earnings of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests decreased $52 million for the year ended December 31, 2023 primarily reflecting unfavorable mark-to-market activity on interest rate contracts in 2023.

Income Taxes

NEP recognizes in income its applicable ownership share of income taxes due to the disregarded tax status of substantially all of the projects under NEP OpCo. Net income or loss attributable to noncontrolling interests includes minimal income taxes.

For the year ended December 31, 2023, NEP recorded income tax benefit of $25 million on loss from continuing operations before income taxes of $257 million, resulting in an effective tax rate of approximately 10%. The income tax benefit is primarily

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comprised of federal income tax benefits of approximately $54 million at the federal statutory rate of 21% and $28 million of PTCs, partly offset by income tax expense of $54 million related to income tax attributable to noncontrolling interests. See Note 8.

For the year ended December 31, 2022, NEP recorded income tax expense of $161 million on income from continuing operations before income taxes of $1,130 million, resulting in an effective tax rate of approximately 14%. The income tax expense is primarily comprised of federal income tax expense of approximately $237 million at the federal statutory rate of 21% and $33 million of state income tax expense, partly offset by income tax benefit of $110 million related to income tax attributable to noncontrolling interests. See Note 8.

Income from Discontinued Operations

Income from discontinued operations reflects the gain recognized on the sale of the Texas pipelines of approximately $375 million ($329 million after tax) as well as the operations of the Texas pipelines prior to the sale in December 2023. See Note 4.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests primarily reflects the net income or loss attributable to NEE Equity's noncontrolling interest in NEP OpCo, a non-affiliated party's interest in one of the Texas pipelines, a non-affiliated party's interest in Star Moon Holdings, LLC, the loss allocated to differential membership interest investors, the income allocated to Class B noncontrolling membership interests and NEER's noncontrolling ownership interests in Silver State South Solar, LLC, Sunlight Renewables Holdings, LLC and Emerald Breeze Holdings, LLC. Net income attributable to noncontrolling interests decreased $626 million during the year ended December 31, 2023 primarily reflecting a lower net income allocation to NEE Equity's noncontrolling interest due to a decrease in net income as compared to 2022 and higher net losses allocated to differential membership interest investors relating to acquisitions in 2022 and 2023. See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests.

2022 Compared to 2021

Operating Revenues

Operating revenues increased $247 million during the year ended December 31, 2022 and primarily reflect an increase of approximately $214 million related to the projects acquired in the second half of 2021 and in 2022 (see Note 3), as well as favorable wind resource and higher availability due to fewer maintenance outages in 2022.

Operating Expenses

Operations and Maintenance

O&M expenses increased $153 million during the year ended December 31, 2022 primarily due to approximately $92 million related to the projects acquired in the second half of 2021 and in 2022, $24 million of higher repair and maintenance costs and $24 million in higher other corporate expenses, including higher IDR fees of $23 million related to growth in NEP's distributions to its common unitholders. In June 2022, the MSA was amended to cap the IDR fee paid by NEP at $39.25 million per quarter ($157 million per year) if quarterly distributions to NEP OpCo unitholders are at or above $0.7625 ($3.05 on an annualized basis) per NEP OpCo common unit. See Item 5 – Incentive Distribution Rights Fee.

Depreciation and Amortization

Depreciation and amortization expense increased $143 million during the year ended December 31, 2022 primarily due to depreciation related to projects acquired in the second half of 2021 and in 2022.

Gains (Losses) on Disposal of Businesses/Assets – Net

The $36 million net gains on disposal of businesses/assets recognized during the year ended December 31, 2022 primarily reflects the gain recorded for the sale of NEP's interests in a pipeline in Texas. See Note 2 – Disposal of Pipeline.

Other Income (Deductions)

Interest Expense

Interest expense decreased approximately $798 million during the year ended December 31, 2022 primarily reflecting approximately $854 million of favorable mark-to-market activity ($1,017 million of gains recorded in 2022 compared to $163 million of gains recorded in 2021), offset by higher interest expense due to increased average debt outstanding and higher interest rates. See Note 6 – Financial Statement Impact of Derivative Instruments and Note 13.

Equity in Earnings of Equity Method Investees

Equity in earnings of equity method investees increased $19 million for the year ended December 31, 2022 primarily due to earnings related to NEP's investment in projects in October 2021 (see Note 3).

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Equity in Earnings of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests increased $29 million for the year ended December 31, 2022 primarily reflecting favorable mark-to-market activity on interest rate contracts in 2022.

Income Taxes

For the year ended December 31, 2022, NEP recorded income tax expense of $161 million on income from continuing operations before income taxes of $1,130 million, resulting in an effective tax rate of approximately 14%. The income tax expense is primarily comprised of federal income tax expense of approximately $237 million at the federal statutory rate of 21% and $33 million of state income tax expense, partly offset by income tax benefit of $110 million related to income tax attributable to noncontrolling interests. See Note 8.

For the year ended December 31, 2021, NEP recorded income tax expense of $37 million on income from continuing operations before income taxes of $303 million, resulting in an effective tax rate of approximately 12%. The income tax expense is primarily comprised of federal income tax expense of approximately $63 million at the federal statutory rate of 21% and $10 million of state income tax expense, partly offset by income tax benefit of $32 million related to income tax attributable to noncontrolling interests. See Note 8.

Income from Discontinued Operations

Income from discontinued operations reflects the operations for the Texas pipelines. Earnings were consistent between 2022 and 2021. See Note 4.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $357 million during the year ended December 31, 2022 primarily reflecting a higher net income allocation to NEE Equity's noncontrolling interest due to an increase in net income as compared to 2021, partly offset by higher losses allocated to differential membership interest investors due to higher wind resource resulting in higher PTCs. See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests.

Liquidity and Capital Resources

NEP’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 15, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 13 and Note 6), distributions to common unitholders, and distributions to the holders of noncontrolling interests. NEP expects to satisfy these requirements primarily with cash on hand and cash generated from operations. In addition, as a growth-oriented limited partnership, NEP expects from time to time to make acquisitions (see Note 3), including in connection with the exercise of buyout rights (see Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests), and other investments. These acquisitions and investments are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness, issuances of additional NEP common units, including under its ATM program, or capital raised pursuant to other financing structures, cash on hand and cash generated from operations and divestitures (see Note 4). 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 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests). In addition, NEP expects to fund debt maturities through refinancing. NEP may, but does not expect to, issue common units to satisfy NEP's conversion obligation in excess of the aggregate principal amount of the convertible notes upon conversion (see Note 13).

These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs, although its ability to make future acquisitions, fund repowering of existing projects, fund the purchase price payable in connection with the exercise of buyout rights, refinance debt maturities and maintain and increase its distributions to common unitholders will depend on its ability to access capital 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 or equity arrangements. In addition, NEP expects from time to time to consider potential investments in new acquisitions and the 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. If available, additional debt financing, including refinancing, could impose operating restrictions, additional cash payment obligations and additional covenants, including limitations on distributions to common unitholders.

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

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the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. NEP OpCo will have a claim for any funds that NEER fails to return:

•    when required by its subsidiaries’ financings;

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

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

•    when otherwise demanded by NEP OpCo.

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

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings except as otherwise agreed upon with NEP OpCo.

Liquidity Position

At December 31, 2023, NEP's liquidity position was approximately $4,232 million. The table below provides the components of NEP’s liquidity position:

	December 31, 2023		Maturity Date
	(millions)
Cash and cash equivalents	$	274
Amounts due under the CSCS agreement	1,511
Revolving credit facilities	2,500		2028(a)
Less issued letters of credit	(53)
Total	$	4,232

____________________

(a)    At December 31, 2023, approximately $50 million had a maturity date in 2025. In February 2024, the maturity date for substantially all of the NEP OpCo credit facility was extended until 2029.

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

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Financing Arrangements

NEP OpCo and its direct subsidiary are parties to a $2,500 million revolving credit facility (NEP OpCo credit facility) maturing in February 2029. During 2023, $1,040 million was drawn under the NEP OpCo credit facility and this same amount was repaid. At December 31, 2023, no amounts were outstanding under the NEP OpCo credit facility. For a discussion of the NEP OpCo credit facility, see Note 13.

During 2023, NEP OpCo issued $750 million in aggregate principal amount of 7.25% senior unsecured notes due in 2029 and, in connection with projects acquired, an indirect subsidiary of NEP borrowed approximately $330 million under a senior secured limited-recourse variable rate term loan facility maturing in 2028. Also during 2023, an indirect subsidiary of NEP borrowed approximately $237 million under a revolving credit facility and in December 2023, as part of the sale of the Texas pipelines, $437 million outstanding under the credit agreement was paid off which included a $200 million term loan. See Note 13

During 2022, NEP issued $500 million in aggregate principal amount of 2.50% convertible senior notes due in 2026. See Note 13.

During 2021, NEP issued $500 million in aggregate principal amount of 0% convertible senior notes due in 2024 and an indirect subsidiary of NEP borrowed $644 million under a senior secured limited-recourse variable rate term loan facility maturing in 2028. See Note 13.

NEP OpCo and certain indirect subsidiaries are subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of NEP's financings provide for interest payable at a fixed interest rate. However, certain of NEP's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable 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 related covenants. For substantially all of the project-level financing structures, minimum debt service coverage ratios must be satisfied in order to make a distribution. For one project-level financing, the project must maintain a leverage ratio and an interest coverage ratio in order to make a distribution. At December 31, 2023, NEP's subsidiaries were in compliance with all financial debt covenants under their financings.

Equity Arrangements

Certain NEP OpCo subsidiaries have issued and sold noncontrolling Class B membership interests in their subsidiaries. NEP has buyout rights, subject to certain limitations and/or extensions, under which NEP has the right to pay a portion of the buyout price with respect to the noncontrolling Class B membership interests in NEP non-voting common units or NEP common units, as specified in the related limited liability company agreement. The noncontrolling Class B investors receive a specified allocation of the related subsidiaries' distributable cash, which would increase if certain minimum buyout rights are not exercised prior to specified deadlines. While NEP has the right to exercise the buyout right to purchase the noncontrolling Class B membership interests during a specified period of time as set forth in the related limited liability company agreement and may exercise the buyout right by paying cash, NEP may exercise, or begin to exercise if exercisable only in part, the buyout right on or at the beginning of the buyout period, and the buyout price may consist of the maximum percentage of NEP non-voting common units or NEP common units, as specified in the related limited liability company agreement. See Note 14 – Class B Noncontrolling Interests.

In 2023, NEP paid aggregate consideration of approximately $792 million in cash for the buyout of the Class B noncontrolling membership interests in South Texas Midstream, LLC and $180 million in cash for the buyout of 15% of the Class B noncontrolling membership interests in NEP Renewables II, LLC. In 2021, NEP paid aggregate consideration of approximately $885 million, consisting of approximately 7.3 million NEP common units and $265 million in cash, for the buyout of the Class B noncontrolling membership interests in NEP Renewables, LLC. See Note 14 – Class B Noncontrolling Interests.

NEP has an at-the-market equity issuance program (ATM program), which was renewed in 2023, pursuant to which NEP may issue, from time to time, up to $500 million of its common units. During 2023, 2022 and 2021, NEP issued approximately 5.1 million common units, 1.8 million common units and 0.7 million common units under the ATM program for gross proceeds of approximately $316 million, $145 million and $50 million, respectively. As of December 31, 2023, NEP may issue up to approximately $337 million in additional common units under the ATM program. See Note 14 – ATM Program.

During 2023 and 2022, NEP issued approximately 1.7 million NEP common units and 0.8 million NEP common units, respectively, upon NEE Equity's exchange of NEP OpCo common units on a one-for-one basis.

In July 2021, NEP filed a shelf registration statement with the SEC, which became effective upon filing, for an unspecified amount of securities. The amount of securities issuable by NEP is established from time to time by the board. Securities that may

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be issued under the registration statement include common units, preferred units, warrants, rights, debt securities, equity purchase contracts and equity purchase units.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including construction expenditures that are expected to increase NEP OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the years ended December 31, 2023 and 2022, NEP had capital expenditures, excluding the purchase prices of acquired projects, of approximately $1,269 million and $1,351 million, respectively. The 2023 capital expenditures primarily relate to the assets acquired from NEER in December 2022 which were acquired under construction or recently placed in service, and the 2022 capital expenditures primarily relate to the three facilities acquired in December 2021 from NEER that were under construction (see Note 3). Costs of approximately $1,063 million and $1,161 million were reimbursed by NEER in 2023 and 2022, respectively. In the first quarter of 2022, the three facilities acquired from NEER in December 2021 were placed in service and in the third quarter of 2023, the under construction facilities acquired from NEER in December 2022 were placed in service.

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 the board. 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 the board solely to provide for the payment of NEP's income taxes, if any, 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 forecasted payment of debt and other obligations and future capital expenditures.

NEP OpCo's partnership agreement requires it to distribute all of its available cash to its 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 is expected to be derived from the operations of the projects. The cash available for distribution could fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, fluctuating wind and solar resource, maintenance and outage schedules, timing of debt service and other factors.

During 2023 and 2022, NEP distributed approximately $309 million and $254 million, respectively, to its common unitholders. In addition, NEP paid approximately $$82 million in distributions to its common unitholders in February 2024.

Credit Ratings

NEP’s liquidity, ability to access credit and capital markets and cost of borrowings is dependent on its credit ratings. As of February 20, 2024, Moody’s Investors Service, Inc. (Moody’s), S&P Global Ratings (S&P) and Fitch Ratings, Inc. (Fitch) continue to assign the following credit ratings to NEP:

	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

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

	Years Ended December 31,
	2023		2022		2021
	(millions)
Net cash provided by operating activities	$	731	$	776	$	677
Net cash used in investing activities	$	(194)	$	(1,194)	$	(2,301)
Net cash provided by (used in) financing activities	$	(527)	$	551	$	1,663

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Net Cash Provided by Operating Activities

The decrease in net cash provided by operating activities in 2023 compared to 2022 was primarily driven by the timing of transactions impacting working capital, lower resource, and lower O&M costs primarily due to the suspension of the IDR fee which is recorded in O&M, partly offset by cash flows associated with the ownership interests in projects acquired in late 2022 and mid-2023.

Net Cash Used in Investing Activities

	Years Ended December 31,
	2023		2022		2021
	(millions)
Acquisitions of membership interests in subsidiaries – net	$	(661)	$	(989)	$	(2,352)
Capital expenditures and other investments	(1,269)		(1,351)		(113)
Proceeds from CITCs	—		—		75
Proceeds from sale of a business	1,885		204		—
Payments to related parties under CSCS agreement – net	(1,213)		(240)		(47)
Distributions from equity method investee	—		15		1
Distributions from non-economic ownership interests	—		—		90
Reimbursements from related parties for capital expenditures	1,063		1,161		15
Other – net	1		6		30
Net cash used in investing activities	$	(194)	$	(1,194)	$	(2,301)

The decrease in net cash used in investing activities in 2023 compared to 2022 was primarily driven by proceeds from the sale of the Texas pipelines (see Note 4), proceeds from the sale of a wind facility (see Note 2 – Disposal of Wind Project) and lower acquisition costs compared to 2022, partly offset by higher payments to NEER subsidiaries (net of amounts received) under the CSCS agreement.

Net Cash Provided by (Used in) Financing Activities

	Years Ended December 31,
	2023		2022		2021
	(millions)
Proceeds from issuance of common units – net	$	315	$	147	$	50
Issuances of long-term debt, including premiums and discounts	2,362		1,505		2,880
Retirements of long-term debt	(1,523)		(1,544)		(1,159)
Partner contributions	—		2		2
Partner distributions	(741)		(636)		(619)
Proceeds related to differential membership interests – net	20		202		87
Proceeds related to Class B noncontrolling interests – net	31		952		813
Buyout of Class B noncontrolling interest investors	(972)		—		(265)
Debt issuance costs	(12)		(17)		(12)
Capped call transactions	—		(31)		(31)
Payment of CITC obligation to third party	—		—		(65)
Other	(7)		(29)		(18)
Net cash provided by (used in) financing activities	$	(527)	$	551	$	1,663

The change in net cash provided by (used in) financing activities in 2023 compared to 2022 is primarily due to the buyout of Class B noncontrolling interest investors and lower proceeds related to differential membership interests – net (see Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests), partly offset by higher issuances of long-term debt in 2023 compared to 2022.

The comparison of the cash flows for the years ended December 31, 2022 and 2021 are included in Management's Discussion in NEP's Annual Report on Form 10-K for the year ended December 31, 2022.

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Critical Accounting Policies and Estimates

NEP's significant accounting policies are described in Note 2, which were prepared under generally accepted accounting principles in the U.S. Critical accounting policies are those that NEP believes are both most important to the portrayal of its financial condition and results of operations, and require complex, subjective judgments, often as a result of the need to make estimates and assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. The following policies are those considered to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.

Income Taxes

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating NEP's ability to recover its deferred tax assets individually by entity and by taxing jurisdiction, NEP considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, NEP begins with historical results and incorporates assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates NEP is using to manage the underlying businesses.

Accounting Standards Codification 740 – Income Taxes (ASC 740) provides that a tax benefit from an uncertain tax position will be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition.

NEP recognizes tax liabilities in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from NEP's current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

See Note 8.

Impairment of Long-Lived Assets

NEP evaluates long-lived assets, including finite-lived intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the long-lived asset exceeds the asset’s fair value. In most instances, the fair value is determined by discounting estimated future cash flows using an appropriate interest rate.

The amount of future net cash flows, the timing of such cash flows and the determination of an appropriate interest rate all involve estimates and judgments about future events. In particular, the aggregate amount of cash flows determines whether an impairment exists, and the timing of the cash flows is critical in determining fair value for the purposes of determining the impairment loss to be recognized. Because each assessment is based on the facts and circumstances associated with each long-lived asset, the effects of changes in assumptions cannot be generalized.

Carrying Value of Equity Method Investments

NEP evaluates its equity method investments for impairment when events or changes in circumstances indicate that the fair value of the investment is less than the carrying value and the investment may be other-than-temporarily impaired.

Indicators of a potential impairment include, but are not limited to, a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity and a current fair value of an investment that may be less than its carrying value. If indicators of impairment exist, an estimate of the investment’s fair value will be calculated. Approaches for estimating fair value include, among others, an income approach using a probability-weighted discounted cash flows model and a market approach using an earnings before interest, taxes, depreciation and amortization (EBITDA) multiple model. The probability assigned to each scenario as well as the cash flows and EBITDA multiple identified are critical in determining fair value.

An impairment loss is required to be recognized if the impairment is deemed to be other than temporary. Assessment of whether an investment is other-than-temporarily impaired involves, among other factors, consideration of the length of time that the fair value is below the carrying value, current expected performance relative to the expected performance when the investment was

37

initially made, performance relative to peers, industry performance relative to the economy, credit rating, regulatory actions and legal and permitting challenges. If management is unable to reasonably assert that an impairment is temporary or believes that there will not be full recovery of the carrying value of its investment, then the impairment is considered to be other than temporary. Investments that are other-than-temporarily impaired are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value. Impairment losses, if any, would be recorded in equity in earnings (losses) of equity method investees in NEP’s consolidated statements of income.

Purchase Accounting

Certain assumptions and estimates are employed in determining the fair value of assets acquired and liabilities assumed and, for business acquisitions, in determining the allocation of goodwill to a reporting unit. These estimates may be affected by factors such as changing market conditions, technological advances in the energy industry or changes in regulations governing that industry. Other key inputs that require judgment include discount rates, comparable market transactions, estimated useful lives and probability of future transactions. The most significant assumptions requiring the most judgment involve identifying and estimating the fair value of intangible assets and property, plant and equipment and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant transactions, NEP may utilize the services of independent valuation specialists to assist in the determination of the fair value of acquired intangible assets and property, plant and equipment. For business acquisitions, the allocation of the purchase price may be modified up to one year from the date of the acquisition if new information is obtained about the fair value of assets acquired and liabilities assumed. See Note 3.

Goodwill

Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of net assets acquired. For goodwill, an assessment for impairment is performed annually or whenever an event indicating impairment may have occurred. NEP completes the annual impairment test for goodwill using an assessment date of October 1. Goodwill is reviewed for impairment by comparing the carrying value of a reporting unit’s net assets, including allocated goodwill, to the estimated fair value of a reporting unit. NEP estimates the fair value of a reporting unit using a combination of the income, market and cost approaches. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital, and future market conditions, among others. If a reporting unit’s carrying value is greater than its fair value, a second step is performed whereby the implied fair value of goodwill is estimated by allocating the fair value of a reporting unit in a hypothetical purchase price allocation analysis. A goodwill impairment charge would be recognized for the amount by which the carrying value of goodwill exceeds its reassessed fair value. NEP performed its annual goodwill impairment test in October 2023 and determined, based on the results, that no goodwill impairment charge was required.

Assets Held for Sale and Discontinued Operations

Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the board, commits to a plan to sell and sale is expected to be completed within one year. Assets and liabilities held for sale are recorded at the lower of their carrying value or their estimated fair value less cost to sell. If the disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets held for sale criteria and also represents a strategic shift that will have a major effect on the entity's operations and financial results is also reflected as discontinued operations in the statements of income and prior periods are recast to reflect the earnings or losses from such business as income from discontinued operations, net of tax expense. See Note 4.

Quantitative and Qualitative Disclosures About Market Risk

NEP is exposed to market risks in its normal business activities. Market risk is measured as the potential loss that may result from hypothetical reasonably possible market changes associated with its business over the next year. The types of market risks include interest rate and counterparty credit risks.

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 6).

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At December 31, 2023, approximately 99% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged. At December 31, 2023, the estimated fair value of NEP's long-term debt was approximately $6.1 billion and the carrying value of the long-term debt was $6.3 billion. See Note 7 –

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Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, the fair value of NEP's long-term debt would increase by approximately $57 million at December 31, 2023.

At December 31, 2023, NEP had interest rate contracts with a net notional amount of approximately $3.1 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, NEP’s net derivative assets at December 31, 2023 would decrease by approximately $53 million.

Counterparty Credit Risk

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

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

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

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Item. 8  Financial Statements and Supplementary Data

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

NextEra Energy Partners, LP's (NEP) management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f). The consolidated financial statements, which in part are based on informed judgments and estimates made by management, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis.

To aid in carrying out this responsibility, we, along with all other members of management, maintain a system of internal accounting control which is established after weighing the cost of such controls against the benefits derived. In the opinion of management, the overall system of internal accounting control provides reasonable assurance that the assets of NEP and its subsidiaries are safeguarded and that transactions are executed in accordance with management's authorization and are properly recorded for the preparation of financial statements. In addition, management believes the overall system of internal accounting control provides reasonable assurance that material errors or irregularities would be prevented or detected on a timely basis by employees in the normal course of their duties. Any system of internal accounting control, no matter how well designed, has inherent limitations, including the possibility that controls can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation and reporting.

The system of internal accounting control is supported by written policies and guidelines, the selection and training of qualified employees, an organizational structure that provides an appropriate division of responsibility and a program of internal auditing. NEP's written policies include a Code of Business Conduct & Ethics that states management's policy on conflicts of interest and ethical conduct. Compliance with the Code of Business Conduct & Ethics is confirmed annually by key personnel.

The Board of Directors pursues its oversight responsibility for financial reporting and accounting through its Audit Committee. This Committee, which is comprised entirely of independent directors, meets regularly with management, the internal auditors and the independent auditors to make inquiries as to the manner in which the responsibilities of each are being discharged. The independent auditors and the internal audit staff have free access to the Committee without management present to discuss auditing, internal accounting control and financial reporting matters.

Management assessed the effectiveness of NEP's internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control – Integrated Framework (2013). Based on this assessment, management believes that NEP's internal control over financial reporting was effective as of December 31, 2023.

NEP's independent registered public accounting firm, Deloitte & Touche LLP, is engaged to express an opinion on NEP's consolidated financial statements and an opinion on NEP's internal control over financial reporting. Their reports are based on procedures believed by them to provide a reasonable basis to support such opinions. These reports appear on the following pages.

JOHN W. KETCHUM	TERRELL KIRK CREWS II
John W. Ketchum Chairman of the Board and Chief Executive Officer NextEra Energy Partners, LP	Terrell Kirk Crews II Chief Financial Officer NextEra Energy Partners, LP

JAMES M. MAY

James M. May

Controller and Chief Accounting Officer

NextEra Energy Partners, LP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the Board of Directors of NextEra Energy Partners, LP

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of NextEra Energy Partners, LP and subsidiaries (NEP) as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, NEP maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023 of NEP and our report dated February 20, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

NEP’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on NEP's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to NEP in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

DELOITTE & TOUCHE LLP

Boca Raton, Florida

February 20, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the Board of Directors of NextEra Energy Partners, LP

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NextEra Energy Partners, LP and subsidiaries (NEP) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of NEP as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), NEP’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2024 expressed an unqualified opinion on NEP’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of NEP’s management. Our responsibility is to express an opinion on NEP's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to NEP in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisitions — Refer to Note 3 to the financial statements

Critical Audit Matter Description

As discussed in Note 3 to the financial statements, in June 2023, an indirect subsidiary of NEP completed the acquisition of ownership interests (2023 acquisition) in a portfolio of wind and solar generation facilities from subsidiaries of NextEra Energy Resources, LLC (NEER), a related party. The purchase price included total consideration of approximately $566 million, plus working capital of $32 million and the assumption of the portfolio’s existing debt and related interest rate swaps of approximately $141 million at time of closing. The acquired portfolio also includes noncontrolling interests related to differential membership investors of approximately $165 million at time of closing. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date.

The accounting and reporting for these transactions required an increased extent of audit effort and specialized skill and knowledge. Auditing the unobservable inputs used by management to estimate the fair value of the acquired assets involved subjective judgments and an increased extent of effort, including the need to involve our firm specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures included the following, among others:

•We tested the effectiveness of controls over purchase accounting, including management’s review of the third-party

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specialist’s valuation report.

•We evaluated the competency of the third-party specialist engaged by management to perform the valuations. We read the third-party valuation report.

•We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical generation or similar generation facilities acquired in previous years.

•We used personnel in our firm who specialize in energy transacting to assist in testing certain inputs in management's fair value models.

•With the assistance of our fair value specialists, we (1) evaluated the reasonableness of the valuation methodology, (2) evaluated the reasonableness of the discount rates, including testing the source information underlying the determination of the discount rates, assessing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rates selected by management, and (3) assessed the mathematical accuracy of significant calculations in the valuation schedules.

•We evaluated NEP’s disclosures related to the acquisition, including balances recorded and significant assumptions.

DELOITTE & TOUCHE LLP

Boca Raton, Florida

February 20, 2024

We have served as NEP's auditor since 2014.

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NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF INCOME

(millions, except per unit amounts)

	Years Ended December 31,
	2023		2022		2021
OPERATING REVENUES(a)	$	1,078	$	969	$	722
OPERATING EXPENSES
Operations and maintenance(b)	520		527		374
Depreciation and amortization	521		394		251
Taxes other than income taxes and other	65		40		28
Total operating expenses – net	1,106		961		653
GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET	—		36		(5)
OPERATING INCOME (LOSS)	(28)		44		64
OTHER INCOME (DEDUCTIONS)
Interest expense	(394)		848		50
Equity in earnings of equity method investees	152		177		158
Equity in earnings of non-economic ownership interests	4		56		27
Other – net	9		5		4
Total other income (deductions) – net	(229)		1,086		239
INCOME (LOSS) BEFORE INCOME TAXES	(257)		1,130		303
INCOME TAX EXPENSE (BENEFIT)	(25)		161		37
INCOME (LOSS) FROM CONTINUING OPERATIONS	(232)		969		266
INCOME FROM DISCONTINUED OPERATIONS, net of tax expense of $59 million, $10 million and $11 million, respectively	450		152		158
NET INCOME	218		1,121		424
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(18)		(644)		(287)
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	200	$	477	$	137
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:
From continuing operations	$	0.34	$	5.24	$	1.34
From discontinued operations	1.84		0.38		0.43
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution	$	2.18	$	5.62	$	1.77

____________________

(a)    Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

(b)    Includes operations and maintenance (O&M) expenses related to renewable energy projects of approximately $430 million, $342 million and $207 million for 2023, 2022 and 2021, respectively. Includes O&M expenses related to the pipeline sold in 2022 of $1 million and $2 million for 2022 and 2021, respectively (see Note 2 – Disposal of Pipeline). Total O&M expenses presented includes related party amounts of approximately $133 million, $230 million and $174 million for 2023, 2022 and 2021, respectively.

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

44

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(millions)

	Years Ended December 31,
	2023		2022		2021
NET INCOME	$	218	$	1,121	$	424
OTHER COMPREHENSIVE INCOME, NET OF TAX
Other comprehensive income related to equity method investee (net of $0 tax expense, $0 tax expense and $0 tax benefit, respectively)	2		2		2
Total other comprehensive income, net of tax	2		2		2
COMPREHENSIVE INCOME	220		1,123		426
Comprehensive income attributable to noncontrolling interests	(20)		(645)		(290)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	200	$	478	$	136

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

45

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

(millions)

	December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	274	$	226
Accounts receivable	114		117
Other receivables	64		41
Due from related parties	1,575		1,127
Inventory	82		49
Assets held for sale	—		95
Other	107		207
Total current assets	2,216		1,862
Other assets:
Property, plant and equipment – net	14,837		14,191
Intangible assets – PPAs – net	1,987		2,010
Goodwill	833		812
Investments in equity method investees	1,853		1,875
Assets held for sale	—		1,408
Other	785		894
Total other assets	20,295		21,190
TOTAL ASSETS	$	22,511	$	23,052
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	72	$	867
Due to related parties	87		87
Current portion of long-term debt	1,348		38
Accrued interest	38		28
Accrued property taxes	43		23
Liabilities associated with assets held for sale	—		21
Other	83		262
Total current liabilities	1,671		1,326
Other liabilities and deferred credits:
Long-term debt	4,941		5,250
Asset retirement obligations	331		299
Due to related parties	53		54
Intangible liabilities – PPAs – net	1,210		1,153
Liabilities associated with assets held for sale	—		3
Other	248		195
Total other liabilities and deferred credits	6,783		6,954
TOTAL LIABILITIES	8,454		8,280
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS	—		101
EQUITY
Common units (93.4 and 86.5 units issued and outstanding, respectively)	3,576		3,332
Accumulated other comprehensive loss	(7)		(7)
Noncontrolling interests	10,488		11,346
TOTAL EQUITY	14,057		14,671
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	22,511	$	23,052

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

46

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

	Years Ended December 31,
	2023		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	218	$	1,121	$	424
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	553		430		288
Intangible amortization – PPAs	82		143		117
Change in value of derivative contracts	284		(1,034)		(189)
Deferred income taxes	34		171		46
Equity in earnings of equity method investees, net of distributions received	32		3		21
Equity in earnings of non-economic ownership interests, net of distributions received	(4)		(50)		(21)
Losses (gains) on disposal of businesses/assets – net	(375)		(36)		5
Other – net	20		10		11
Changes in operating assets and liabilities:
Current assets	(34)		(43)		(6)
Noncurrent assets	(81)		(2)		(7)
Current liabilities	(14)		63		(10)
Noncurrent liabilities	16		—		(2)
Net cash provided by operating activities	731		776		677
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of membership interests in subsidiaries – net	(661)		(989)		(2,352)
Capital expenditures and other investments	(1,269)		(1,351)		(113)
Proceeds from CITCs	—		—		75
Proceeds from sale of a business	1,885		204		—
Payments to related parties under CSCS agreement – net	(1,213)		(240)		(47)
Distributions from equity method investee	—		15		1
Distributions from non-economic ownership interests	—		—		90
Reimbursements from related parties for capital expenditures	1,063		1,161		15
Other – net	1		6		30
Net cash used in investing activities	(194)		(1,194)		(2,301)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net	315		147		50
Issuances of long-term debt, including premiums and discounts	2,362		1,505		2,880
Retirements of long-term debt	(1,523)		(1,544)		(1,159)
Debt issuance costs	(12)		(17)		(12)
Capped call transaction	—		(31)		(31)
Partner contributions	—		2		2
Partner distributions	(741)		(636)		(619)
Proceeds on sale of Class B noncontrolling interests – net	177		1,115		893
Payments to Class B noncontrolling interest investors	(146)		(163)		(80)
Buyout of Class B noncontrolling interest investors	(972)		—		(265)
Proceeds on sale of differential membership interests	92		101		48
Proceeds from differential membership investors	153		137		74
Payments to differential membership investors	(225)		(36)		(35)
Change in amounts due to related parties	(2)		(18)		(13)
Payment of CITC obligation to third party	—		—		(65)
Other – net	(5)		(11)		(5)
Net cash provided by (used in) financing activities	(527)		551		1,663
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	10		133		39
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR	284		151		112
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR	$	294	$	284	$	151
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	250	$	154	$	126
Cash paid (received) for income taxes – net	$	(1)	$	—	$	2
Change in noncash investments in equity method investees – net	$	(9)	$	(1)	$	127
Accrued property additions	$	77	$	846	$	971

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

47

NEXTERA ENERGY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(millions)

	Common Units
	Units	Amount		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity		Redeemable Non-controlling Interests
Balances, December 31, 2020	75.9	$	2,362	$	(8)	$	5,353	$	7,707	$	—
Issuance of common units – net(a)	0.7	56		—		—		56		—
Acquisition of subsidiary with noncontrolling ownership interests	—	—		—		2,494		2,494		321
Capped call transaction	—	(31)		—		—		(31)		—
Related party note receivable	—	—		—		2		2		—
Net income	—	137		—		287		424		—
Other comprehensive income	—	—		—		2		2		—
Distributions, primarily to related parties	—	—		—		(424)		(424)		—
Changes in non-economic ownership interests	—	—		—		127		127		—
Sale of differential membership interest	—	—		—		48		48		—
Other differential membership investment activity	—	—		—		39		39		—
Sale of Class B noncontrolling interests – net	—	(3)		—		893		890		—
Payments to Class B noncontrolling interest investors	—	—		—		(80)		(80)		—
Distributions to unitholders(b)	—	(198)		—		—		(198)		—
Adoption of accounting standards update	—	(57)		—		1		(56)		—
Buyout of Class B noncontrolling interest investor(c)	7.3	719		—		(879)		(160)		—
Other – net	—	—		—		(2)		(2)		—
Balances, December 31, 2021	83.9	2,985		(8)		7,861		10,838		321
Issuance of common units – net(a)(d)	2.6	179		—		—		179		—
Acquisition of subsidiaries with differential membership interests and noncontrolling ownership interests	—	—		—		2,012		2,012		—
Capped call transaction	—	(31)		—		—		(31)		—
Related party note receivable	—	—		—		2		2		—
Net income	—	477		—		635		1,112		9
Other comprehensive income	—	—		1		1		2		—
Distributions, primarily to related parties	—	—		—		(382)		(382)		—
Changes in non-economic ownership interests	—	—		—		1		1		—
Sale of differential membership interest	—	—		—		—		—		101
Other differential membership investment activity	—	(21)		—		264		243		(330)
Sale of Class B noncontrolling interests – net	—	(3)		—		1,115		1,112		—
Payments to Class B noncontrolling interest investors	—	—		—		(163)		(163)		—
Distributions to unitholders(b)	—	(254)		—		—		(254)		—
Balances, December 31, 2022	86.5	3,332		(7)		11,346		14,671		101
Issuance of common units – net(a)(d)	6.9	367		—		—		367		—
Acquisition of subsidiaries with differential membership interests	—	—		—		165		165		—
Acquisition of subsidiary with noncontrolling ownership interest	—	—		—		72		72		—
Net income	—	200		—		14		214		4
Other comprehensive income	—	—		1		1		2		—
Distributions, primarily to related parties	—	—		—		(432)		(432)		—
Changes in non-economic ownership interests	—	—		—		11		11		—
Other differential membership investment activity	—	—		—		315		315		(105)
Sale of Class B noncontrolling interests – net	—	(1)		—		177		176		—
Payments to Class B noncontrolling interest investors	—	—		—		(146)		(146)		—
Distributions to unitholders(b)	—	(309)		—		—		(309)		—
Buyout of Class B noncontrolling interest investors	—	—		—		(972)		(972)		—
Sale of subsidiary with noncontrolling ownership interest	—	—		—		(80)		(80)		—
Other – net	—	(13)		(1)		17		3		—
Balances, December 31, 2023	93.4	$	3,576	$	(7)	$	10,488	$	14,057	$	—

____________________________

(a)    See Note 14 – ATM Program for further discussion. Includes deferred tax impact of approximately $30 million, $18 million and $6 million in 2023, 2022 and 2021, respectively.

(b)    Distributions per common unit were $3.3765, $2.9900 and $2.6000 for the years ended December 31, 2023, 2022 and 2021, respectively.

(c)    Reflects the issuance of approximately 7.3 million NEP common units and recognition of a $105 million deferred tax asset in connection with the exercise of the Class B noncontrolling interest buyout right relating to NEP Renewables discussed in Note 14 – Class B Noncontrolling Interests.

(d)    In 2023 and 2022, includes NEE Equity's exchange of NEP OpCo common units for NEP common units and includes deferred tax impact of approximately $20 million and $14 million, respectively. See Note 14 – Common Unit Issuances.

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

48

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2023, 2022 and 2021

1. Organization and Nature of Business

NextEra Energy Partners, LP (NEP) was formed as a Delaware limited partnership on March 6, 2014 as an indirect wholly owned subsidiary of NextEra Energy, Inc. (NEE), a Florida corporation.

On July 1, 2014, NEP completed its initial public offering (IPO). NEP used the proceeds from the IPO to purchase common units of NextEra Energy Operating Partners, LP (NEP OpCo) from NextEra Energy Equity Partners, LP (NEE Equity), a Delaware limited partnership and an indirect wholly owned subsidiary of NEE, and to purchase NEP OpCo common units from NEP OpCo.

NEP OpCo is a limited partnership with a general partner and limited partners. NEP consolidates the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At December 31, 2023, NEP owned an approximately 48.6% limited partner interest in NEP OpCo's common units (limited partner interest in NEP OpCo) and NEE Equity owned a noncontrolling 51.4% limited partner interest in NEP OpCo.

NEP is a growth-oriented limited partnership with a strategy that emphasizes acquiring, managing and owning contracted clean energy assets with stable long-term cash flows with a focus on renewable energy projects. Through NEP OpCo, NEP owns, or has a partial ownership interest in, a portfolio of contracted renewable energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project acquired from NextEra Energy Resources, LLC (NEER) or from third parties, as well as an investment in natural gas pipeline assets located in Pennsylvania acquired from third parties. In December 2023, NEP sold its interests in natural gas pipeline assets located in Texas (Texas pipelines) (see Note 4).

2. Summary of Significant Accounting and Reporting Policies

Basis of Presentation – NEP’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.), or GAAP. The consolidated financial statements include NEP’s accounts and operations and those of its subsidiaries in which NEP has a controlling interest.

All intercompany transactions have been eliminated in consolidation. Certain amounts included in prior years' consolidated financial statements have been reclassified to conform to the current year's presentation, including presentation of discontinued operations as discussed in Note 4. The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Revenue Recognition – Revenue is generated primarily from various non-affiliated parties under long-term power purchase agreements (PPA) and natural gas transportation agreements. Revenue is recognized as energy and any related renewable energy attributes are delivered, which is when revenue is earned based on energy delivered at rates stipulated in the respective PPAs, or natural gas transportation services are performed. See Note 5.

Income Taxes – NEP recognizes in income its applicable ownership share of U.S. income taxes due to the disregarded tax status of substantially all of the projects under NEP OpCo. NEP is allocated its taxable income (loss) pursuant to the limited partnership agreement of NEP OpCo (NEP OpCo LP Agreement), for U.S. federal income tax purposes. Additionally, pursuant to the NEP OpCo LP Agreement, NextEra Energy Operating Partners GP, LLC, with the consent of NEE Equity, may allocate to NEE Equity, as holder of the Class P units, some or all of the current or future year taxable income or gain resulting from certain transactions for U.S. federal income tax purposes which would impact NEP's deferred taxes and would not impact NEP's total tax expense in the period the allocation is made. In any taxable period that begins at least five years after the taxable period for which any such allocation of taxable income or gain is made to NEE Equity, NEE Equity may approve the allocation of offsetting losses and deductions to NEE Equity with respect to such income or gain allocation as specified in the NEP OpCo LP Agreement.

Equity – Equity reflects the financial position of the parties with an ownership interest in the consolidated financial statements. NextEra Energy Partners GP, Inc. has a total equity interest in NEP of $10,000 at December 31, 2023 and 2022.

Limited partners' equity in common units at December 31, 2023 and 2022 reflects the investment of NEP common unitholders, changes to net income attributable to NEP, distributions of available cash to common unitholders and other contributions from or distributions to NEP common unitholders. Accumulated other comprehensive loss at December 31, 2023 and 2022 reflects other comprehensive income (loss) attributable to NEP.

Noncontrolling Interests – Noncontrolling interests represents the portion of net assets in consolidated entities that are not owned by NEP and are reported as a component of equity on NEP’s consolidated balance sheets. At December 31, 2023, noncontrolling interests on NEP's consolidated balance sheets primarily reflect NEE Equity's 51.4% noncontrolling interest in NEP OpCo and 50% interest in Star Moon Holdings, LLC (Star Moon Holdings), NEER's approximately 50% noncontrolling

49

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ownership interest in Silver State South Solar, LLC (Silver State), NEER's 33% noncontrolling interest in Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings) and NEER's 51% noncontrolling interest in Emerald Breeze Holdings, LLC (Emerald Breeze) (see Note 3), the interests related to differential membership interests discussed below and the Class B noncontrolling membership interests discussed below. At December 31, 2022, noncontrolling interests on NEP's consolidated balance sheet also includes non-affiliated party's 10% interest in one of the Texas pipelines which was sold in December 2023 (see Note 4).

Certain indirect subsidiaries of NEP have sold noncontrolling Class B membership interests in entities that have ownership interests in 40 wind projects and eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility (differential membership interests) to third-party investors. Although the third-party investors own equity interests in the wind, solar and battery storage projects, NEP retains a controlling interest in the entities as of December 31, 2023 and therefore presents the differential membership interests as noncontrolling interests. NEP, through O&M and administrative services agreements (ASAs) with subsidiaries of NEER, operates and manages the wind, solar and battery storage projects, and consolidates the entities that directly and indirectly own the wind, solar and battery storage projects. The third-party investors are allocated earnings, tax attributes and cash flows in accordance with the respective limited liability company agreements. Those economics are allocated primarily to the third-party investors until they receive a targeted return (the flip date) and thereafter to NEP. NEP has the right to call the third-party interests at specified amounts if and when the flip date occurs. See Note 11.

Subsidiaries of NEP have sold Class B noncontrolling membership interests in NEP Renewables, LLC (NEP Renewables), NEP Renewables II, LLC (NEP Renewables II), NextEra Energy Partners Pipelines, LLC (NEP Pipelines), South Texas Midstream, LLC (STX Midstream), Genesis Solar Holdings, LLC (Genesis Holdings), NEP Renewables III, LLC (NEP Renewables III) and NEP Renewables IV, LLC (NEP Renewables IV) (collectively, Class B noncontrolling membership interests). In 2021, NEP exercised its buyout right for the Class B noncontrolling membership interests in NEP Renewables. In 2023, NEP exercised its buyout right for the Class B noncontrolling membership interests in STX Midstream and 15% of the Class B noncontrolling membership interests in NEP Renewables II. See Note 14 – Class B Noncontrolling Interests. The NEP subsidiaries selling the Class B noncontrolling membership interests retain controlling interests in the related entities as of December 31, 2023 and therefore NEP presents the Class B noncontrolling membership interests as noncontrolling interests.

For the differential membership interests and Class B noncontrolling membership interests, NEP has determined the allocation of economics between the controlling party and third-party investor should not follow the respective ownership percentages for each investment but rather the hypothetical liquidation of book value (HLBV) method based on the governing provisions in each respective limited liability company agreement. Under the HLBV method, the amounts of income and loss attributable to the noncontrolling interests reflects changes in the amount the owners would hypothetically receive at each balance sheet date under the respective liquidation provisions, assuming the net assets of these entities were liquidated at the recorded amounts, after taking into account any capital transactions, such as contributions and distributions, between the entities and the owners. At the point in time that the third party, in hypothetical liquidation, would achieve its targeted return, NEP attributes the additional hypothetical proceeds to the differential membership interests based on the call price.

For the noncontrolling interests, other than the differential membership interests and the Class B noncontrolling membership interests, net income (loss) is allocated based on the respective ownership percentages. Thus, the impact of the net income (loss) attributable to the Class B noncontrolling membership interests and the differential membership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to NEP based on their respective ownership percentage of NEP OpCo. Distributions related to the noncontrolling interests, other than the differential membership interests and Class B noncontrolling membership interests, are reflected as partner distributions in NEP's consolidated statements of cash flows. Details of the activity in noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 are below:

50

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Class B Noncontrolling Membership Interests		Differential Membership Interests		NEE's Indirect Noncontrolling Ownership Interests(a)		Other Noncontrolling Ownership Interests		Total Noncontrolling Interests
	(millions)
Balances, December 31, 2020	$	3,550	$	1,759	$	(14)	$	58	$	5,353
Sale of Class B noncontrolling interests – net	893		—		—		—		893
Acquisition of subsidiary with noncontrolling interests	—		1,618		25		851		2,494
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	298		(313)		269		33		287
Other comprehensive income	—		—		2		—		2
Distributions, primarily to related parties	—		—		(322)		(102)		(424)
Changes in non-economic ownership interests	—		—		—		127		127
Differential membership investment contributions, net of distributions	—		39		—		—		39
Payments to Class B noncontrolling interest investors	(80)		—		—		—		(80)
Sale of differential membership interest	—		48		—		—		48
Buyout of Class B noncontrolling interest investor	(879)		—		—		—		(879)
Other – net	1		(1)		—		(1)		(1)
Balances, December 31, 2021	3,783		3,150		(38)		966		7,861
Sale of Class B noncontrolling interests – net	1,115		—		—		—		1,115
Acquisition of subsidiaries with differential membership interests	—		1,494		—		—		1,494
Acquisition of subsidiaries with noncontrolling interests	—		—		518		—		518
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	296		(573)		788		124		635
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(346)		(36)		(382)
Changes in non-economic ownership interests	—		—		—		1		1
Differential membership investment contributions, net of distributions	—		101		—		—		101
Payments to Class B noncontrolling interest investors	(163)		—		—		—		(163)
Reclassification of redeemable noncontrolling interests	—		330		—		—		330
Reclassification to current other liabilities(b)	—		(142)		(25)		—		(167)
Other – net	—		(1)		(9)		10		—
Balances, December 31, 2022	5,031		4,359		891		1,065		11,346
Sale of Class B noncontrolling interests – net	177		—		—		—		177
Acquisition of subsidiaries with differential membership interests	—		165		—		—		165
Acquisition of subsidiary with noncontrolling interest	—		—		72		—		72
Net income (loss) attributable to noncontrolling interests	333		(696)		303		74		14
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(391)		(41)		(432)
Changes in non-economic ownership interests	—		—		—		11		11
Differential membership investment contributions, net of distributions	—		118		—		—		118
Payments to Class B noncontrolling interest investors	(146)		—		—		—		(146)
Sale of differential membership interests	—		92		—		—		92
Reclassification of redeemable noncontrolling interests	—		105		—		—		105
Buyout of Class B noncontrolling interest investors	(972)		—		—		—		(972)
Sale of subsidiary with noncontrolling interest	—		—		—		(80)		(80)
Other – net	(6)		—		23		—		17
Balances, December 31, 2023	$	4,417	$	4,143	$	899	$	1,029	$	10,488

____________________

(a)    Primarily reflects NEE Equity's noncontrolling interest in NEP OpCo and NEER's noncontrolling interest in Silver State, Sunlight Renewables Holdings and Emerald Breeze.

(b)    In December 2022, NEP entered into agreements to acquire certain differential membership interests, which resulted in the reclassification of the remaining noncontrolling interests to current other liabilities.

Redeemable Noncontrolling Interests – In connection with the December 2021 acquisition from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $321 million relating to certain contingencies whereby NEP may

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have been obligated to either redeem interests of third-party investors in certain projects or return proceeds to third-party investors in certain projects. As the contingencies were resolved during 2022, NEP reclassified the recorded amounts to noncontrolling interests.

Subsequent to the acquisition in December 2022 from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $101 million relating to certain contingencies whereby NEP may have been obligated to reacquire all or a portion of the third-party investor's interests in an under construction project. As the contingencies were resolved during 2023, NEP reclassified approximately $105 million of redeemable noncontrolling interests to noncontrolling interests.

Property, Plant and Equipment – net – Property, plant and equipment consists primarily of development, engineering and construction costs for the renewable energy assets, equipment, land, substations and transmission lines. Property, plant and equipment, excluding land and perpetual rights-of-way, is recorded at cost and depreciated on a straight-line basis over the estimated useful lives ranging from three to 39 years, commencing on the date the assets are placed in service or acquired (see Note 9). Maintenance and repairs of property, plant and equipment are charged to O&M expense as incurred.

Property, plant and equipment – net on NEP's consolidated balance sheets includes construction work in progress which reflects construction materials, other equipment, third-party engineering costs, capitalized interest and other costs directly associated with the development and construction of the various projects. Upon commencement of plant operations, costs associated with construction work in progress are transferred to the appropriate category in property, plant and equipment – net.

The American Recovery and Reinvestment Act of 2009, as amended, provided for an option to elect a cash grant (convertible investment tax credits) for certain renewable energy property. Convertible investment tax credits (CITCs) are recorded as a reduction in property, plant and equipment – net on NEP's consolidated balance sheets and are amortized as a corresponding reduction to depreciation expense over the estimated life of the related asset. At December 31, 2023 and 2022, CITCs, net of amortization, were approximately $431 million and $451 million, respectively.

Cash and Cash Equivalents – Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds such investments in money market funds.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are reported at the invoiced or estimated amount adjusted for any write-offs and any estimated allowance for doubtful accounts on NEP's consolidated balance sheets. The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. There was no allowance for doubtful accounts recorded at December 31, 2023 and 2022.

Restricted Cash – At December 31, 2023 and 2022, NEP had approximately $20 million and $49 million, respectively, of restricted cash included in current other assets on NEP's consolidated balance sheets. Restricted cash at December 31, 2023 and 2022 is primarily related to an operating cash reserve. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Concentration of Credit Risk – Financial instruments which potentially subject NEP to concentrations of credit risk consist primarily of accounts receivable and derivative instruments. Accounts receivable are comprised primarily of amounts due from various non-affiliated parties who are counterparties to the PPAs or natural gas transportation agreements. The majority of NEP's counterparties are in the energy industry, and this concentration may impact the overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, industry or other conditions. If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on NEP’s consolidated results of operations and financial condition. Substantially all amounts due from such counterparties at December 31, 2023 have been collected.

During 2023, NEP derived approximately 14% of its consolidated revenue from its contracts with Pacific Gas and Electric Company. During 2023, NEP also derived approximately 11% of its consolidated revenue from its contracts with Mex Gas Supply S.L., which related to the Texas pipelines and is included in income from discontinued operations on the consolidated statements of income (see Note 4).

Inventories – Spare parts inventories are carried at the lower of weighted-average cost and net realizable value.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets – Long-lived assets that are held and used and finite-lived intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the asset exceeds the asset's fair value. In most instances, the fair value is determined by discounting estimated future cash flows using an appropriate interest rate. During the years ended December 31, 2023 and 2022, no impairment adjustments were necessary.

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Purchase Accounting – For projects acquired, NEP allocates the cost of the acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Goodwill acquired in connection with business acquisitions represents the excess of consideration over the fair value of net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired and evaluating the fair value of liabilities assumed. See Note 3.

Goodwill – Goodwill is assessed for impairment at least annually by applying a fair value-based analysis. NEP completed the annual impairment test for goodwill using an assessment date of October 1 and determined, based on the results, that no goodwill impairment charge was required. NEP will continue to monitor its goodwill carrying value for future impairments.

Intangible Asset – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible asset – PPAs primarily related to acquisitions in 2018, 2019, 2020 and acquisitions discussed in Note 3. Intangible asset – PPAs are amortized into operating revenues on a straight-line basis over the remaining contract terms of the related PPAs, which approximates the period giving rise to the value. At December 31, 2023 and 2022, accumulated amortization related to the intangible asset – PPAs was approximately $617 million and $454 million, respectively. Amortization expense for intangible assets – PPAs was approximately $163 million, $160 million and $117 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is expected to be approximately $167 million in years 2024 through 2028.

Intangible Liabilities – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible liabilities – PPAs primarily related to acquisitions from NEER discussed in Note 3 and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the PPAs, which approximates the period giving rise to the value. At December 31, 2023 and 2022, accumulated amortization related to the intangible liabilities – PPAs was approximately $97 million and $17 million, respectively. Amortization expense for intangible liabilities – PPAs was approximately $82 million and $17 million for the years ended December 31, 2023 and 2022, respectively, and is expected to be approximately $87 million in the years 2024 through 2028.

Assets Held for Sale and Discontinued Operations – Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from NEP's Board of Directors, commits to a plan to sell and sale is expected to be completed within one year. Assets and liabilities held for sale are recorded at the lower of their carrying value or their estimated fair value less cost to sell. If the disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets held for sale criteria and also represents a strategic shift that will have a major effect on the entity's operations and financial results is also reflected as discontinued operations in the statements of income and prior periods are recast to reflect the earnings or losses from such business as income from discontinued operations, net of tax expense. See Note 4.

Derivative Instruments and Hedging Activities – Derivative instruments, when required to be marked to market, are recorded on NEP’s consolidated balance sheets as either an asset or a liability measured at fair value. See Note 6.

Fair Value Measurements – NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical or comparable assets and liabilities for those assets and liabilities that are measured on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. See Note 6.

Long-term Debt Costs – NEP recognizes interest expense using the effective interest method over the life of the related debt. Certain of NEP’s debt obligations include escalating interest rates that are incorporated into the effective interest rate for the related debt. Deferred interest includes interest expense recognized in excess of the interest payments accrued for the related debt’s stated interest payments and is recorded in other liabilities on NEP’s consolidated balance sheets. Debt issuance costs include fees and costs incurred to obtain long-term debt and are amortized over the life of the related debt using the effective interest rate established at debt issuance. NEP incurred approximately $10 million and $13 million of debt issuance costs during the years ended December 31, 2023 and 2022, respectively. The amortization of debt issuance costs totaled approximately $17 million, $13 million and $11 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in NEP’s consolidated statements of income. See Note 13.

Asset Retirement Obligations – Asset retirement obligations are those for which a legal obligation exists under laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing or method of settlement may be conditioned on a future event.

NEP accounts for asset retirement obligations and conditional asset retirement obligations (collectively, AROs) under accounting guidance that requires a liability for the fair value of an ARO to be recognized in the period in which it is incurred if it can be

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reasonably estimated, with the offsetting associated asset retirement costs capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the asset’s estimated useful life. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense, which is included in depreciation and amortization expense in NEP’s consolidated statements of income. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted.

NEP recorded accretion expense of approximately $15 million, $12 million and $7 million in the years ended December 31, 2023, 2022 and 2021, respectively. Additional AROs were established amounting to approximately $19 million and $37 million in the years ended December 31, 2023 and 2022, respectively, related to the acquisitions in those periods (see Note 3). Additionally, NEP recorded a reduction of AROs of approximately $6 million in 2023 and additional AROs of $8 million in 2022, for revisions in estimated cash flows due to revised cost estimates.

Investments in Unconsolidated Entities – NEP accounts for the investments in its unconsolidated entities under the equity method. NEP’s share of earnings (losses) in the unconsolidated entities is included in equity in earnings of equity method investees and equity in earnings (losses) of non-economic ownership interests in NEP's consolidated statements of income. NEP records losses of the unconsolidated entities only to the extent of its investment unless there is an obligation to provide further financial support for the investee. All equity in earnings (losses) of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. See Note 10 and Note 11. NEP evaluates its equity method investments for impairment when events or changes in circumstances indicate that the fair value of the investment is less than the carrying value and the investment may be other-than-temporarily impaired. An impairment loss is required to be recognized if the impairment is deemed to be other than temporary. Investments that are other-than-temporarily impaired are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value.

Variable Interest Entities (VIEs) – An entity is considered to be a VIE when its total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, or its equity investors, as a group, lack the characteristics of having a controlling financial interest. A reporting company is required to consolidate a VIE as its primary beneficiary when it has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. NEP evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 11.

Leases – NEP determines if an arrangement is a lease at inception. NEP recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. For sales-type leases, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on fixed payments under the contract and the residual value of the asset being leased. NEP has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for substantially all classes of underlying assets except for purchase power agreements. ROU assets are included primarily in noncurrent other assets, lease liabilities are included in current and noncurrent other liabilities and net investments in sales-type leases are included in current and noncurrent other assets on NEP's consolidated balance sheets. Operating lease expense is included in O&M expense, interest and amortization expense associated with finance leases are included in interest expense and depreciation and amortization expense, respectively, and rental income associated with operating leases and interest income associated with sales-type leases are included in operating revenues in NEP’s consolidated statements of income. See Note 12.

Disposal of Pipeline – In 2022, subsidiaries of NEP sold all of their ownership interests in an approximately 156-mile, 16-inch pipeline that transports natural gas in Texas to a third party for total consideration of approximately $203 million. Approximately $70 million of the cash proceeds from the sale were distributed to the third-party owner of noncontrolling Class B membership interests in STX Midstream (see Note 14 – Class B Noncontrolling Interests). In connection with the sale, NEP recorded a gain of approximately $20 million ($18 million after tax) in the second quarter of 2022 and $10 million ($9 million after tax) in the third quarter of 2022 upon resolution of a contingency.

Disposal of Wind Project – In January 2023, a subsidiary of NEP completed the sale of a 62 megawatt (MW) wind project located in Barnes County, North Dakota for approximately $50 million. Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of noncontrolling Class B membership interests in NEP Renewables II (see Note 14 – Class B Noncontrolling Interests). At December 31, 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 included in current assets held for sale on NEP's consolidated balance sheet and liabilities of $1 million were included in current liabilities associated with assets held for sale on NEP's consolidated balance sheet.

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3. Acquisitions

In August 2021, an indirect subsidiary of NEP completed the acquisition (August 2021 acquisition) of 100% of the ownership interests in each of:

•Highview Power Holdings, LLC, which indirectly owns a 150 MW wind generation facility located in California;

•Brookfield Windstar Holding, LLC, which indirectly owns a 120 MW wind generation facility located in California;

•Brookfield Coram Wind Development, LLC, which indirectly owns a 22 MW wind generation facility located in California; and

•BAIF Granite Holdings, LLC, which indirectly owns a 99 MW wind generation facility located in New Hampshire.

The purchase price included a base purchase price of approximately $733 million, plus closing adjustments primarily related to pre-acquisition debt make whole costs of $55 million and working capital of $27 million, including cash of $18 million.

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the August 2021 acquisition:

	(millions)
Total consideration transferred	$	815
Identifiable assets acquired and liabilities assumed
Cash	$	18
Accounts receivable, inventory and prepaid expenses	14
Property, plant and equipment – net	191
Intangible assets – PPAs	432
Goodwill	179
Noncurrent other assets	1
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(12)
Total net identifiable assets, at fair value	$	815

In October 2021, an indirect subsidiary of NEP completed the acquisition of ownership interests (October 2021 acquisition) in a portfolio of wind and solar generation facilities with a combined net generating capacity totaling approximately 589 MW from subsidiaries of NEER for a purchase price consisting of cash consideration of approximately $563 million, plus working capital and other adjustments of $22 million. NEP's share of the entities' debt and noncontrolling interests related to differential membership investors was approximately $270 million at the time of closing. The acquisition included the following assets:

•100% of the membership interests in HW CA Holdings, LLC, that indirectly owns an approximately 162 MW wind generation facility located in California;

•100% of the membership interests in Dogwood Wind Holdings, LLC, that indirectly owns two wind generation facilities with a combined total generating capacity of approximately 300 MW located in North Dakota and Missouri;

•100% of the membership interests in Southwest Solar Holdings, LLC, that indirectly owns an approximately 5 MW solar generation facility located in New Mexico;

•33.3% of the membership interests in Shaw Creek Solar Holdings, LLC, that indirectly owns an approximately 75 MW solar generation facility located in South Carolina;

•33.3% of the membership interests in Nutmeg Solar Holdings, LLC, that indirectly owns an approximately 20 MW solar generation facility located in Connecticut; and

•100% of the Class C membership interests (which represents 33.3% of the total ownership interest in the underlying projects) in Solar Holdings Portfolio 12, LLC, that has indirect ownership interests in:

◦two solar generation facilities with a combined total generating capacity of approximately 40 MW located in California;

◦the DG Portfolio 2019 portfolio, that indirectly owns multiple distributed solar generation facilities with a combined total generating capacity of approximately 217 MW located in various states across the U.S.; and

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◦the DG Waipio portfolio, that indirectly owns multiple distributed solar generation facilities with a combined total generating capacity of approximately 13 MW located in Hawaii.

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed, including noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the October 2021 acquisition:

	(millions)
Total consideration transferred	$	585
Identifiable assets acquired and liabilities assumed
Cash	$	4
Accounts receivable, inventory and prepaid expenses	11
Property, plant and equipment – net	560
Intangible assets – PPAs	42
Goodwill	33
Investments in equity method investees	66
Noncurrent other assets	19
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(20)
Noncontrolling interests	(122)
Total net identifiable assets, at fair value	$	585

In December 2021, an indirect subsidiary of NEP completed the asset acquisition of 100% of the Class A membership interests in Star Moon Holdings for a total consideration of approximately $849 million, plus working capital and other adjustments of approximately $6 million and NEP's share of the entities' noncontrolling interests related to differential membership investors of approximately $910 million at the time of closing.

NEP’s indirect ownership interest in Star Moon Holdings represents an indirect 50% controlling ownership interest in wind generation facilities and solar generation facilities, some of which include solar storage, consisting of the following:

•White Mesa Wind, an approximately 501 MW wind generation facility located in Texas;

•Irish Creek Wind, an approximately 301 MW wind generation facility located in Kansas;

•Hubbard Wind, an approximately 300 MW wind generation facility located in Texas;

•Cool Springs Solar, an approximately 213 MW solar generation and 40 MW solar storage facility located in Georgia;

•Little Blue Wind, an approximately 251 MW wind generation facility located in Nebraska;

•Dodge Flat Solar, an approximately 200 MW solar generation and 50 MW solar storage facility located in Nevada;

•Elora Solar, an approximately 150 MW solar generation facility located in Tennessee;

•Quitman II Solar, an approximately 150 MW solar generation facility located in Georgia;

•Fish Springs Ranch Solar, an approximately 100 MW solar generation and 25 MW solar storage facility located in Nevada;

•Minco Wind Energy III, an approximately 107 MW wind generation facility located in Oklahoma;

•Ensign Wind Energy, an approximately 99 MW wind generation facility located in Kansas;

•Borderlands Wind, an approximately 99 MW wind generation facility located in New Mexico; and

•Quinebaug Solar, an approximately 49 MW solar generation facility located in Connecticut.

The wind and solar generation facilities listed above were under construction by NEER when the acquisition was announced. At closing, three projects (Dodge Flat Solar, Elora Solar and Fish Springs Ranch Solar) remained under construction and NEER agreed to continue to manage the construction of such projects after the acquisition, at its own cost, and to contribute to those projects any capital necessary for the construction of the projects. Construction of the three projects was completed and the projects entered service during the first quarter of 2022. In December 2021, NEER sold the remaining 50% noncontrolling ownership interest in the wind and solar generation facilities to a third party, which is reflected as noncontrolling interests on NEP's consolidated balance sheets (see Note 2 – Noncontrolling Interests). NEER will operate the wind and solar generation facilities under O&M and ASAs (see Note 15).

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The purchase price for the asset acquisition was allocated to the assets acquired and liabilities assumed, including the noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The individual fair value measurements were adjusted for any difference between the total purchase price and the total estimated fair value of assets acquired and liabilities assumed.

In connection with the asset acquisition of Star Moon Holdings, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	855
Identifiable assets acquired and liabilities assumed
Cash	$	21
Accounts receivable, inventory and prepaid expenses	14
Due from related parties(a)	1,015
Property, plant and equipment – net	3,695
Intangible assets – PPAs	107
Noncurrent other assets	48
Accounts payable, accrued expenses and current other liabilities(a)	(1,038)
Asset retirement obligation	(70)
Intangible liabilities – PPAs	(179)
Noncurrent other liabilities	(65)
Redeemable noncontrolling interests(b)	(321)
Noncontrolling interests	(2,372)
Total net identifiable assets	$	855

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    See Note 2 – Redeemable Noncontrolling Interests.

In December 2021, an indirect subsidiary of NEP completed the acquisition (Coram II acquisition) of a 102 MW wind generation facility (Coram II) located in California for cash consideration of approximately $128 million, plus working capital of $8 million and the assumption of debt of approximately $155 million. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The purchase price was allocated primarily to intangible assets – PPAs – net of approximately $133 million, property, plant and equipment – net of $72 million, long-term debt, including current portion, of $155 million and noncurrent other assets of $11 million. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill of approximately $70 million at the acquisition date. The goodwill arising from the acquisition results largely from the wind generation facility being well-situated in a strong market with long-term renewables demand, providing long-term optionality for the asset. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

During 2021, NEP incurred approximately $12 million in acquisition-related costs which are reflected as operations and maintenance in the consolidated statements of income.

The amounts of revenues, operating income, net income and net income attributable to NEP included in NEP's consolidated statements of income related to the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition for the periods after the respective closings through December 31, 2021 are as follows:

	(millions)
Revenues	$	25
Operating income	$	1
Net income	$	—
Net income attributable to NEP	$	3

In September 2022, an indirect subsidiary of NEP acquired from NEER interests in Sunlight Renewables Holdings which represent an indirect 67% controlling ownership interest in a battery storage facility in California with storage capacity of 230 MW. The purchase price for the asset acquisition consisted of cash consideration of approximately $191 million, plus working capital and other adjustments of $2 million. The purchase price was allocated primarily to property, plant and equipment – net of

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approximately $435 million and noncontrolling interests of $242 million, including $147 million relating to differential membership interests, based on the fair value of assets acquired and liabilities assumed. NEER operates the battery storage facility under O&M and ASAs (see Note 15).

In December 2022, an indirect subsidiary of NEP (the purchaser) completed the acquisition of ownership interests (December 2022 acquisition) in a portfolio of wind and solar-plus-storage generation facilities from subsidiaries of NEER (the seller) consisting of the following:

•100% of the Class A membership interests in Emerald Breeze, representing a 49% controlling ownership interest, which indirectly owns:

•Great Prairie Wind, an approximately 1,029 MW wind generation facility in Texas and Oklahoma.

•Appaloosa Run Wind, an approximately 172 MW wind generation facility in Texas.

•Yellow Pine Solar, a 125 MW solar generation and 65 MW storage facility in Nevada (Yellow Pine).

•100% of the membership interests in Sac County Wind Holdings, LLC and Elk City Sholes Holdings, LLC, which indirectly own:

•Sholes Wind, an approximately 160 MW wind generation facility located in Nebraska.

•Elk City Wind II, an approximately 107 MW wind generation facility located in Oklahoma.

•Sac County Wind, an approximately 80 MW wind generation facility located in Iowa.

At closing, Yellow Pine was under construction by NEER and NEER agreed to continue to manage the construction of the project after acquisition, at its own cost, and to contribute to the project any capital necessary for the construction of the project. In July 2023, Yellow Pine achieved commercial operations. In March 2023, upon receipt of regulatory approvals and the achievement of commercial operations, Eight Point Wind (Eight Point), an approximately 111 MW wind generation facility in New York, was transferred to Emerald Breeze. See Note 14 – Class B Noncontrolling Interests.

The purchase price included total consideration of approximately $805 million, plus working capital and other adjustments of approximately $4 million and NEP's share of the portfolio’s existing noncontrolling interests related to differential membership investors of approximately $1.4 billion at the time of closing. In March 2023, NEP sold differential membership interests in Eight Point to third-party investors for proceeds of approximately $92 million.

The purchase price for the asset acquisition was allocated to the assets acquired and liabilities assumed, including the noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The individual fair value measurements were adjusted for any difference between the total purchase price and the total estimated fair value of assets acquired and liabilities assumed.

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In connection with the December 2022 asset acquisition, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	813
Identifiable assets acquired and liabilities assumed
Cash	$	14
Accounts receivable, inventory and prepaid expenses	12
Due from related parties(a)	836
Current other assets(b)	118
Property, plant and equipment – net	3,503
Noncurrent other assets	16
Accounts payable, accrued expenses and current other liabilities(a)	(771)
Due to related parties(c)	(80)
Long-term debt(d)	(46)
Asset retirement obligation	(27)
Intangible liabilities – PPAs	(986)
Noncurrent other liabilities	(6)
Noncontrolling interests	(1,770)
Total net identifiable assets	$	813

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    Includes an approximately $71 million deposit relating to Eight Point which was transferred to Emerald Breeze in March 2023 as discussed above.

(c)    Due to related parties reflects amounts due to a NEE subsidiary related to construction costs, which costs are reimbursed by NEER.

(d)    See Note 15 – Related Party Long-Term Debt.

In June 2023, an indirect subsidiary of NEP acquired from indirect subsidiaries of NEER ownership interests in a portfolio of wind and solar generation facilities with a combined generating capacity totaling approximately 688 MW (2023 acquisition) for cash consideration of approximately $566 million, plus working capital of $32 million and the assumption of the portfolio’s existing debt and related interest rate swaps of approximately $141 million at time of closing. The acquired portfolio also included noncontrolling interests related to differential membership investors of approximately $165 million at time of closing. The acquisition included the following assets:

•Montezuma II Wind, an approximately 78 MW wind generation facility located in California;

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

•Live Oak Solar, an approximately 51 MW solar generation facility located in Georgia;

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

•Casa Mesa Wind, an approximately 51 MW wind generation facility located in New Mexico;

•New Mexico Wind, an approximately 204 MW wind generation facility located in New Mexico;

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

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

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed, including noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

59

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the 2023 acquisition:

	(millions)
Total consideration transferred	$	598
Identifiable assets acquired and liabilities assumed
Cash	$	15
Accounts receivable, inventory and prepaid expenses	17
Current derivative assets	4
Property, plant and equipment – net	764
Intangible assets – PPAs	141
Goodwill	21
Noncurrent derivative assets	8
Noncurrent other assets	5
Accounts payable, accrued expenses and current other liabilities	(5)
Long-term debt	(153)
Asset retirement obligation	(12)
Intangible liabilities – PPAs	(37)
Noncurrent other liabilities	(5)
Noncontrolling interest	(165)
Total net identifiable assets, at fair value	$	598

NEP incurred approximately $3 million in acquisition-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statements of income.

The amounts of revenues, operating income, net income (loss) and net income attributable to NEP included in NEP's consolidated statement of income related to the 2023 acquisition for the period after closing through December 31, 2023 are as follows:

	(millions)
Revenues	$	39
Operating income	$	10
Net income (loss)	$	(7)
Net income attributable to NEP	$	4

Supplemental Unaudited Pro forma Results of Operations

NEP’s pro forma results of operations in the combined entity had the 2023 acquisition been completed on January 1, 2022 and the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition been completed on January 1, 2020 are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Unaudited pro forma results of operations:
Pro forma revenues	$	1,120	$	1,051	$	807
Pro forma operating income (loss)	$	(9)	$	82	$	77
Pro forma net income	$	223	$	1,151	$	411
Pro forma net income attributable to NEP	$	211	$	497	$	143

The unaudited pro forma consolidated results of operations include adjustments to:

•reflect the historical results of the businesses acquired had the 2023 acquisition been completed on January 1, 2022 and the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition been completed on January 1, 2020, assuming consistent operating performance over all periods;

•reflect the estimated depreciation and amortization expense based on the estimated fair value of property, plant and equipment – net and the intangible assets – PPAs – net;

•reflect assumed interest expense related to funding the acquisitions; and

•reflect related income tax effects.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The unaudited pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been made at the beginning of the years presented or the future results of the consolidated operations.

4. Discontinued Operations

In December 2023, a subsidiary of NEP completed the sale of its ownership interests in the Texas pipelines. NEP received total cash consideration of approximately $1.8 billion subject to post-closing working capital adjustments. NEP used a portion of the proceeds from the sale to pay off the South Texas Midstream Holdings, LLC outstanding debt of approximately $437 million. NEP recognized a gain on disposal of the Texas pipelines of approximately $375 million ($329 million after tax), which is reflected in income from discontinued operations in its consolidated statement of income for the year ended December 31, 2023. NEP incurred approximately $15 million in disposal-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statement of income.

NEP's results of operations for the Texas pipelines are presented as income from discontinued operations on its consolidated statements of income for the years ended December 31, 2023, 2022 and 2021. The assets and liabilities of the Texas pipelines are presented as held for sale on NEP's consolidated balance sheet at December 31, 2022.

The table below presents the financial results of the Texas pipelines included in income from discontinued operations:

	Years Ended December 31,
	2023		2022		2021
	(millions)
OPERATING REVENUES(a)	$	224	$	242	$	260
OPERATING EXPENSES
Operations and maintenance(b)	30		44		45
Depreciation and amortization	32		36		37
Taxes other than income taxes and other	8		9		8
Total operating expenses – net	70		89		90
GAIN ON DISPOSAL OF A BUSINESS	375		—		—
OPERATING INCOME	529		153		170
OTHER INCOME (DEDUCTIONS)
Interest expense	(22)		5		(3)
Equity in earnings of equity method investees	2		6		2
Other – net	—		(2)		—
Total other income (deductions) – net	(20)		9		(1)
INCOME BEFORE INCOME TAXES	509		162		169
INCOME TAXES	59		10		11
INCOME FROM DISCONTINUED OPERATIONS(c)	$	450	$	152	$	158

____________________

(a)    Represents service revenues earned under gas transportation agreements. Includes related party revenues of approximately $32 million, $23 million and $40 million for 2023, 2022 and 2021, respectively. Includes revenues attributable to foreign countries related to NEP's contract with a Mexican counterparty of approximately $144 million, $155 million and $141 million for 2023, 2022 and 2021, respectively.

(b)    Includes related party amounts of approximately $12 million, $33 million and $40 million for 2023, 2022 and 2021, respectively.

(c)    Includes net income attributable to noncontrolling interests of approximately $281 million, $120 million and $125 million for 2023, 2022 and 2021, respectively. Income tax expense attributable to noncontrolling interests for all periods are less than $1 million.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below presents the aggregate carrying amounts for the major classes of assets and liabilities held for sale related to the Texas pipelines:

	December 31, 2022
	(millions)
ASSETS HELD FOR SALE
Current assets held for sale:
Cash and cash equivalents	$	9
Accounts receivable	20
Due from related parties	4
Inventory	2
Other	9
Total current assets held for sale	44
Noncurrent assets held for sale:
Property, plant and equipment – net	758
Intangible assets – customer relationships – net(a)	526
Goodwill	79
Investments in equity method investees	42
Other	3
Total noncurrent assets held for sale	1,408
TOTAL ASSETS HELD FOR SALE	$	1,452
LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
Current liabilities associated with assets held for sale:
Accounts payable and accrued expenses	$	1
Due to related parties	5
Accrued property taxes	8
Other	6
Total current liabilities associated with assets held for sale	20
Noncurrent liabilities associated with assets held for sale:
Other	3
Total noncurrent liabilities associated with assets held for sale	3
TOTAL LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE	$	23

____________________

(a)    Reflects intangible asset – customer relationships related to the acquisition of the Texas pipelines in 2015 which were amortized on a straight-line basis over the estimated useful life of approximately 40 years. At December 31, 2022, accumulated amortization related to the intangible asset – customer relationships was approximately $114 million. Amortization expense for intangible asset – customer relationships was approximately $13 million, $17 million and $17 million for the years ended December 31, 2023, 2022 and 2021, respectively.

NEP has elected not to separately disclose discontinued operations on its consolidated statements of cash flows. Long-lived assets are not depreciated or amortized once they are classified as held for sale. The table below presents cash flows from discontinued operations for major captions on the consolidated statements of cash flows related to the Texas pipelines:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Depreciation and amortization	$	32	$	36	$	37
Change in value of derivative contracts	$	14	$	(14)	$	(6)
Deferred income taxes	$	59	$	10	$	11
Gain on disposal of a business	$	375	$	—	$	—
Capital expenditures and other investments	$	(137)	$	(33)	$	(11)

5. Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. NEP's operating revenues are generated primarily from various non-affiliated parties under PPAs and natural gas transportation agreements (see Note 4 regarding sale of the Texas pipelines). NEP's operating revenues from contracts with customers are partly offset by the net amortization of intangible asset – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs, or natural gas transportation

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

services are performed. NEP believes that the obligation to deliver energy and provide the natural gas transportation services is satisfied over time as the customer simultaneously receives and consumes benefits provided by NEP. In addition, NEP believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. NEP’s operating revenues for the years ended December 31, 2023, 2022 and 2021 are revenue from contracts with customers for renewable energy sales of approximately $1,059 million, $941 million and $704 million, respectively, and revenue from contracts with customers for natural gas transportation services, substantially all of which is included in discontinued operations, of $222 million, $241 million and $237 million, respectively. NEP's accounts receivable are primarily associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of NEP's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.

NEP recognizes revenues as energy and any related renewable energy attributes are delivered or natural gas transportation services are performed, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. NEP considers the amount billed to represent the value of energy delivered or services provided to the customer. NEP’s customers typically receive bills monthly with payment due within 30 days.

Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2025 to 2052, will vary based on the volume of energy delivered. At December 31, 2023, NEP expects to record approximately $169 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

6. Derivative Instruments and Hedging Activity

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities on its 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 interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in NEP's consolidated statements of income. At December 31, 2023 and 2022, the net notional amounts of the interest rate contracts were approximately $3,138 million and $7,836 million, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in NEP's consolidated statements of income. At December 31, 2023 and 2022, NEP had derivative commodity contracts for power with net notional volumes of approximately 4.6 million and 5.7 million MW hours, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in NEP's consolidated statements of cash flows.

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

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

The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at December 31, 2023 and 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 NEP's consolidated balance sheets.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31, 2023
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	195	$	—	$	4	$	199
Commodity contracts	$	—	$	—	$	1	$	—	1
Total derivative assets									$	200
Liabilities:
Interest rate contracts	$	—	$	30	$	—	$	4	$	34
Commodity contracts	$	—	$	—	$	21	$	—	21
Total derivative liabilities									$	55
Net fair value by balance sheet line item:
Current other assets									$	61
Noncurrent other assets									139
Total derivative assets									$	200
Current other liabilities									$	18
Noncurrent other liabilities									37
Total derivative liabilities									$	55

____________________

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

	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 other assets									$	65
Noncurrent other 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.

Financial Statement Impact of Derivative Instruments – Gains (losses) related to NEP's derivatives are recorded in NEP's consolidated financial statements as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Interest rate contracts – interest expense	$	(122)	$	1,018	$	163
Interest rate contracts – income from discontinued operations	$	2	$	15	$	5
Commodity contracts – operating revenues	$	(20)	$	2	$	—

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

7. 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 6 – Fair Value Measurements 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 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:

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

	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Long-term debt, including current maturities(a)	$	6,289	$	6,136	$	5,288	$	5,105

____________________

(a)    At December 31, 2023 and December 31, 2022, approximately $6,120 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 December 31, 2023 and 2022, approximately $1,446 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.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Income Taxes

The components of income (loss) before income taxes are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Continuing operations	$	(257)	$	1,130	$	303
Discontinuing operations(a)	509		162		169
Total income before income taxes	$	252	$	1,292	$	472

____________________

(a)    See Note 4.

The components of income tax expense (benefit) are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Federal:
Current	$	—	$	—	$	1
Deferred	(28)		118		24
Total federal	(28)		118		25
State:
Current	—		—		1
Deferred	3		43		11
Total state	3		43		12
Income tax expense (benefit) from continuing operations	(25)		161		37
Income taxes from discontinued operations	59		10		11
Total income taxes	$	34	$	171	$	48

A reconciliation of U.S. federal income tax at the statutory rate to the actual income taxes is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Income tax expense (benefit) at U.S. statutory rate of 21%	$	(54)	$	237	$	63
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interests	54		(110)		(32)
State income taxes – net of federal income tax benefit	2		33		10
Renewable energy tax credits	(28)		(2)		(2)
Other – net	1		3		(2)
Income tax expense (benefit) from continuing operations	$	(25)	$	161	$	37

The effective tax rate for continuing operations was approximately 10%, 14% and 12% for the years ended December 31, 2023, 2022 and 2021, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered. NEP believes that it is more likely than not that the deferred tax assets at December 31, 2023 shown in the table below, net of the valuation allowances, will be realized due to sufficient future income.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The income tax effects of temporary differences giving rise to NEP's deferred income tax liabilities and assets are as follows:

	December 31,
	2023		2022
	(millions)
Deferred tax liabilities:
Investment in partnership(a)(b)	$	(263)	$	(199)
Total deferred tax liabilities	(263)		(199)
Deferred tax assets:
Net operating loss carryforwards(b)	418		363
Tax credit carryforwards	41		15
Valuation allowance	(3)		(4)
Total deferred tax assets	456		374
Net deferred income taxes	$	193	$	175

____________________

(a)    At December 31, 2023 and 2022, includes a deferred tax asset of approximately $10 million and $18 million, respectively, of interest limitation carryforward with an indefinite expiration period.

(b)    In 2023, excludes approximately $65 million of tax impacts relating to taxable gains, which are estimated to be $258 million as of December 31, 2023, expected to be allocated to NEE Equity. See Note 15 – Tax Allocations.

Deferred tax assets and liabilities included on NEP's consolidated balance sheets are as follows:

	December 31,
	2023		2022
	(millions)
Noncurrent other assets	$	215	$	195
Noncurrent other liabilities	(22)		(20)
Net deferred income taxes	$	193	$	175

The components of deferred tax assets, before valuation allowance, relating to net operating loss carryforwards and tax credit carryforwards at December 31, 2023 are as follows:

	Amount			Expiration Dates
	(millions)
Net operating loss carryforwards:
Federal	$	363		2034 – 2037
State	55			2028 – 2043
Total net operating loss carryforwards	$	418	(a)
Tax credit carryforwards	$	41	(b)	2024 – 2043

____________________

(a)    Includes approximately $218 million and $7 million of federal and state, respectively, net operating loss carryforwards with an indefinite expiration period.

(b)    In December 2023, NEP OpCo entered into an agreement to sell renewable energy tax credits earned in 2023. NEP expects to receive cash of approximately $24 million relating to its portion of the proceeds in the first quarter of 2024.

During 2023 and 2022, NEP recorded state tax liabilities of approximately less than $1 million and $1 million (net of federal tax benefit), respectively, related to unrecognized tax benefits of prior year state tax filing positions. The total amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate is approximately $5 million (net of federal tax benefit). The open tax years in all jurisdictions are 2014 through 2022.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31:

	2023		2022		Range of Useful Lives (in years)
	(millions)
Power-generation assets(a)	$	16,079	$	14,639	3 – 35
Land improvements and buildings	669		609		3 – 39
Land, including perpetual rights-of-way	78		68
Construction work in progress	26		404
Other depreciable assets	447		425		3 – 35
Property, plant and equipment, gross	17,299		16,145
Accumulated depreciation	(2,462)		(1,954)
Property, plant and equipment – net	$	14,837	$	14,191

________________________

(a)    Approximately 92% of power generation assets represent machinery and equipment used to generate electricity with a 35-year depreciable life.

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was approximately $504 million, $378 million and $242 million, respectively. A number of NEP's generation facilities are encumbered by liens securing various financings. The net book value of NEP's assets serving as collateral was approximately $3.9 billion at December 31, 2023.

10. Equity Method Investments

At December 31, 2023, investments in equity method investees primarily includes the approximately 50% ownership interest in Desert Sunlight Investment Holdings, LLC, approximately 50% ownership interest in Rosmar Holdings, LLC (Rosmar), the ownership interest in Meade Pipeline Co, LLC (Meade), including Meade's ownership interest in the Central Penn Line (CPL), the 40% ownership interest in Pine Brooke Class A Holdings, LLC (Pine Brooke Holdings) and the 33.3% ownership interests in certain projects acquired in October 2021 (see Note 3). 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 controlling interests in these entities.

Summarized information for these equity method investees is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Revenues	$	333	$	332	$	315
Operating income	$	128	$	125	$	161
Net income(a)	$	229	$	297	$	258

________________________

(a)    Includes the earnings from equity method investee related to Meade's ownership interest in CPL.

	December 31, 2023		December 31, 2022
	(millions)
Current assets	$	159	$	163
Noncurrent assets(a)	$	4,759	$	4,927
Current liabilities	$	75	$	85
Noncurrent liabilities	$	1,280	$	1,355
NEP's share of underlying equity in the equity method investees	$	2,011	$	2,035
Difference between investment carrying amounts and underlying equity in net assets(b)	(158)		(160)
NEP's investment carrying amounts	$	1,853	$	1,875

________________________

(a)    Includes the equity method investment related to Meade's ownership interest in CPL

(b)    Substantially all of the difference between the investment carrying amount and the underlying equity in net assets is being amortized over the life of the related projects.

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NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Variable Interest Entities

NEP has identified NEP OpCo, a limited partnership with a general partner and limited partners, as a VIE. NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At December 31, 2023, NEP owned an approximately 48.6% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 51.4% limited partner interest in NEP OpCo. 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 December 31, 2023, NEP OpCo consolidated 20 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 2 – Noncontrolling Interests) in entities which own and operate 40 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligations, of the VIEs, totaled approximately $11,453 million and $552 million, respectively, at December 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 December 31, 2023 and 2022, NEP OpCo also consolidated five and six VIEs, respectively, which related to the sales of noncontrolling Class B membership interests in certain NEP subsidiaries (Class B VIEs). See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. These entities are considered VIEs because the holders of the noncontrolling Class B membership interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment – net, intangible assets – PPAs – net and investments in equity method investees, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs – net, noncurrent other liabilities and asset retirement obligations, of the VIEs totaled approximately $13,576 million and $2,693 million, respectively, at December 31, 2023 and $16,448 million and $3,456 million, respectively, at December 31, 2022. At December 31, 2022, a portion of these assets and liabilities are included in assets and liabilities held for sale on NEP's consolidated balance sheet (see Note 4). Certain of the Class B 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. In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $7,640 million and $8,088 million of assets and $437 million and $1,198 million of liabilities are also included in the disclosure of the VIEs related to differential membership interests at December 31, 2023 and 2022, respectively.

At December 31, 2023, NEP OpCo consolidated Sunlight Renewables Holdings which is a VIE (see Note 3). The assets, primarily property, plant and equipment – net, and the liabilities, primarily asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately $440 million and $10 million, respectively, at December 31, 2023 and $443 million and $10 million, respectively, at December 31, 2022. This VIE contains entities which have sold differential membership interests and approximately $353 million and $344 million of assets and $10 million and $10 million of liabilities at December 31, 2023 and 2022, respectively, are also included in the disclosure of VIEs related to differential membership interests above.

Certain subsidiaries of NEP OpCo have noncontrolling interests in entities accounted for under the equity method that are considered VIEs. See Note 10.

NEP has an indirect equity method investment in three NEER solar 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 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 December 31, 2023 and 2022, NEP's equity method investment related to the non-economic ownership interests of approximately $111 million and $98 million, respectively, is reflected as noncurrent other assets on NEP's consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

12. Leases

NEP has operating and finance leases primarily related to land use agreements for certain of its renewable energy projects. At December 31, 2023 and 2022, NEP had recorded right-of-use (ROU) assets for operating leases of approximately $27 million

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and $24 million, respectively, and operating lease liabilities of $31 million and $26 million, respectively. At December 31, 2023 and 2022, NEP's ROU assets for finance leases totaled approximately $46 million and $47 million, respectively, and finance lease liabilities totaled $49 million and $51 million, respectively. NEP’s operating lease liabilities were calculated based on a weighted average discount rate of 4.25% and 4.04% based on the incremental borrowing rate at the lease commencement date and have a weighted-average remaining lease term of 26 years and 25 years, at December 31, 2023 and 2022, respectively. NEP's finance lease liabilities were calculated based on a weighted average discount rate of 3.55% and 3.55% with a weighted-average remaining lease term of 33 years and 34 years, at December 31, 2023 and 2022, respectively. Lease payments under the land use agreements, which convey exclusive use of the land during the arrangement, are either fixed based on the terms of the related lease agreement or variable primarily based on the amount of generation at the renewable energy project. NEP’s operating and finance leases with fixed payments have expiration dates ranging from 2028 to 2058. NEP recognized approximately $2 million, $2 million and $3 million in 2023, 2022 and 2021, respectively, of operating lease costs associated with its ROU assets and lease obligations which are included in O&M expenses in NEP’s consolidated statements of income. In addition, approximately $6 million, $8 million and $7 million was recorded related to variable lease costs in 2023, 2022 and 2021, respectively. Other operating and finance lease-related amounts were not material to NEP’s consolidated statements of income or cash flows for the periods presented. At December 31, 2023, NEP's lease agreements call for fixed payments of approximately $4 million annually over the next five years and $118 million thereafter.

NEP has operating leases and a sales-type lease relating to battery storage facilities that sell their electric output under power sales agreements to third parties which provide the customers the ability to dispatch the facilities. At December 31, 2023 and 2022, the net investment in sales-type lease is approximately $15 million and $16 million, respectively. At December 31, 2023, the power sales agreements have expiration dates from 2037 to 2041 and NEP expects to receive approximately $676 million of lease payments over the remaining term of the power sales agreement with no one year being material. Operating and sales-type lease-related amounts relating to battery storage facilities were not material to NEP's consolidated statements of income for the periods presented.

13. Debt

NEP’s long-term debt agreements require monthly, quarterly or semi-annual payments of interest. Principal payments on the senior secured limited-recourse debt are primarily due monthly or semi-annually. The carrying value of NEP’s long-term debt consists of the following:

	December 31,
	2023					2022
	Maturity Date	Balance		Weighted-Average Interest Rate		Balance		Weighted-Average Interest Rate
		(millions)				(millions)
NEP:
Senior unsecured convertible notes – fixed(a)	2024 – 2026	$	1,600	0.78	%	$	1,600	0.78	%
NEP OpCo:
Senior unsecured notes – fixed(b)	2024 – 2029	2,550		5.11	%	1,800		4.22	%
Project level:
Senior secured limited-recourse debt – fixed	2033	18		4.52	%	20		4.52	%
Senior secured limited-recourse debt – variable(c)(d)	2026 – 2032	1,983		7.06	%	1,529		5.83	%
Bank loan(c)(d)		—		—	%	200		6.13	%
Other long-term debt – variable(c)(d)	2028	128		7.49	%	141		6.73	%
Other long-term debt – fixed(e)	2026 – 2031(e)	63		0.08	%	49		0.13	%
Unamortized debt issuance costs and discount		(53)				(51)
Total long-term debt		6,289				5,288
Less current portion of long-term debt		1,348				38
Long-term debt, excluding current portion		$	4,941			$	5,250

________________________

(a)    See additional discussion of the convertible notes and the NEP OpCo credit facility below.

(b)    The NEP OpCo senior unsecured notes are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP and a direct subsidiary of NEP OpCo.

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

(d)    Interest rate contracts, primarily swaps, have been entered into for a majority of these debt issuances. See Note 6.

(e)    See Note 15 – Related Party Long-term Debt.

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Minimum annual maturities of long-term debt are approximately $1,348 million, $702 million, $2,047 million, $627 million and $785 million for 2024, 2025, 2026, 2027 and 2028, respectively.

NEP OpCo and its direct subsidiary (loan parties) are parties to a variable rate, senior secured revolving credit facility (NEP OpCo credit facility). At December 31, 2023, the NEP OpCo credit facility provided up to $2.5 billion of revolving credit loans and included borrowing capacity of up to $400 million for letters of credit and incremental commitments to increase the NEP OpCo credit facility to up to $3.25 billion in the aggregate, subject to certain conditions. Borrowings under the NEP OpCo credit facility can be used by the loan parties to fund working capital and expansion projects, to make acquisitions and for general business purposes. The NEP OpCo credit facility is subject to a facility fee ranging from 0.20% to 0.35% per annum depending on NEP OpCo's leverage ratio (as defined in the NEP OpCo credit facility). At December 31, 2023, approximately $53 million of letters of credit were issued under the NEP OpCo credit facility primarily related to debt service reserves and as security for certain financing agreements of NEP OpCo's subsidiaries. In February 2024, the loan parties extended the maturity date for substantially all of the NEP OpCo credit facility to 2029.

The long-term debt agreements discussed above contain default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the respective financing agreements and related documents including financial covenants primarily related to debt service coverage ratios, as well as a maximum leverage ratio and a minimum interest coverage ratio. Additionally, under the NEP OpCo credit facility, NEP OpCo and its direct subsidiary 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 NEP OpCo credit facility are guaranteed by NEP OpCo and NEP and the NEP OpCo senior unsecured notes are guaranteed by NEP and a direct subsidiary of NEP OpCo.

The NEP OpCo credit facility contains various covenants and restrictive provisions that limit NEP OpCo’s ability to, among other things:

•incur or guarantee additional debt;

•make distributions on or redeem or repurchase common units;

•make certain investments and acquisitions;

•incur certain liens or permit them to exist;

•enter into certain types of transactions with affiliates;

•merge or consolidate with another company; and

•transfer, sell or otherwise dispose of projects.

The long-term debt agreements listed above all contain provisions which, under certain conditions, restrict the payment of dividends and other distributions. At December 31, 2023, NEP and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

During 2022, NEP issued $500 million principal amount of senior unsecured convertible notes due 2026 (2022 convertible notes). The 2022 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 2022 convertible notes in accordance with the related indenture. Upon conversion of the 2022 convertible notes, NEP will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 10.5339 NEP common units per $1,000 of the 2022 convertible notes, which is equivalent to a conversion price of approximately $94.9316 per NEP common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2022 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 2022 convertible notes to be repurchased, plus accrued and unpaid interest, if any. The 2022 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered capped call transactions (2022 capped call) in connection with the issuance of the 2022 convertible notes. Under the 2022 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $94.9316 and a cap price of $118.6650, subject to certain adjustments. The 2022 capped call was purchased for approximately $31 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2022 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

During 2021, NEP issued $500 million principal amount of senior unsecured convertible notes due 2024 (2021 convertible notes). The 2021 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 2021 convertible notes in accordance with the related indenture. Upon conversion of the 2021 convertible notes, NEP will pay cash up to the aggregate principal amount of the

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notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 11.3323 NEP common units per $1,000 of the 2021 convertible notes, which is equivalent to a conversion price of approximately $88.2433 per NEP common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2021 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 2021 convertible notes to be repurchased, plus accrued and unpaid special interest, if any. The 2021 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered capped call transactions (2021 capped call) in connection with the issuance of the 2021 convertible notes. Under the 2021 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $88.2433 and a cap price of $110.3038, subject to certain adjustments. The 2021 capped call was purchased for approximately $31 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2021 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

During 2020, NEP issued $600 million principal amount of senior unsecured convertible notes due 2025 (2020 convertible notes). In connection with the issuance of the 2020 convertible notes, NEP recorded the value of the conversion option of approximately $64 million in common units equity. The 2020 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 2020 convertible notes in accordance with the related indenture. Upon conversion of the 2020 convertible notes, NEP will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. In February 2024, as a result of the distribution authorized by NEP's Board of Directors (see Note 14 – Distributions), the conversion ratio of NEP's 2020 convertible notes was adjusted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 13.7036 NEP common units per $1,000 of the 2020 convertible notes, which rate is equivalent to a conversion price of approximately $72.9735 per NEP common unit. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2020 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 2020 convertible notes to be repurchased, plus accrued and unpaid special interest, if any. The 2020 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered a capped call transaction (2020 capped call) in connection with the issuance of the 2020 convertible notes. Under the 2020 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $72.9735 and a cap price of $115.5417, subject to certain adjustments. The 2020 capped call was purchased for approximately $63 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2020 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

14. Equity

Distributions – During 2023, 2022 and 2021, NEP distributed approximately $309 million, $254 million and $198 million, respectively, to its common unitholders. In addition, NEP paid approximately $82 million in distributions to its common unitholders in February 2024.

Earnings Per Unit – Diluted earnings per unit are based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of the convertible notes. The dilutive effect of the 2022 convertible notes, 2021 convertible notes and 2020 convertible notes is calculated using the if-converted method.

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The reconciliation of NEP's basic and diluted earnings per unit is as follows:

		Years Ended December 31,
		2023		2022		2021
	(millions, except per unit amounts)
Numerator:
From continuing operations – basic and assuming dilution		$	31	$	445	$	104
From discontinuing operations – basic and assuming dilution		169		32		33
Net income attributable to NEP		$	200	$	477	$	137
Denominator:
Weighted-average number of common units outstanding – basic		91.6		84.9		77.2
Effect of dilutive convertible notes		—		—		0.2
Weighted-average number of common units outstanding – assuming dilution		91.6		84.9		77.4
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:
From continuing operations		$	0.34	$	5.24	$	1.34
From discontinued operations		1.84		0.38		0.43
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution		$	2.18	$	5.62	$	1.77

ATM Program – NEP has an at-the-market equity issuance program (ATM program), which was most recently renewed in 2023, pursuant to which NEP may issue, from time to time, up to $500 million of its common units. During the years ended December 31, 2023, 2022 and 2021, NEP issued approximately 5.1 million common units, 1.8 million common units and 0.7 million common units under the ATM program for gross proceeds of approximately $316 million, $145 million and $50 million, respectively. Fees related to the ATM program totaled approximately $3 million, $1 million and less than $1 million in 2023, 2022 and 2021, respectively.

Common Unit Issuances – During 2023 and 2022, NEP issued approximately 1.7 million NEP common units and 0.8 million NEP common units, respectively, upon NEE Equity's exchange of NEP OpCo common units on a one-for-one basis.

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Class B Noncontrolling Interests – Subsidiaries of NEP sold noncontrolling Class B membership interests in NEP Renewables II, NEP Pipelines, Genesis Holdings, NEP Renewables III and NEP Renewables IV as described below:

	NEP Renewables II	NEP Pipelines	Genesis Holdings	NEP Renewables III	NEP Renewables IV
Underlying projects/pipeline	Renewable energy projects with a combined net generating capacity of approximately 1,130 MW(a)	Equity method interest in a natural gas pipeline located in Pennsylvania	Renewable energy projects with a combined net generating capacity of approximately 1,124 MW	Renewable energy projects with a combined net generating capacity of approximately 1,260 MW	Renewable energy projects with a combined net generating capacity of approximately 2,046 MW
Date of sale	June 11, 2019	November 13, 2019	December 18, 2020	December 28, 2021	December 15, 2022
Gross proceeds	$900 million(a)	$168 million	$1,243 million(b)	$816 million(c)	$887 million(d)
Initial allocation of distributable cash to Class B investors	5%	1%	25%(b)	65%(c)	17%(d)
Period for initial allocation	6 years	6 years	10 years	10 years	10 years
Period for initial allocation if minimum buyouts have not occurred	4.5 years	5 years	6.75 years	6 years	6.5 years
Allocation of distributable cash to Class B investors after initial allocation period	99%	99%	80%(b)	99%	99%
Date buyout period begins	December 11, 2022	May 13, 2023	December 18, 2025	December 28, 2026	December 15, 2027
Buyout right timing(e)(f)	Periodically, and for partial interests between years 3.5 and 6(a)	Periodically, and for partial interests between years 3.5 and 6.5	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10
Percentage of buyout price that can be paid in NEP non-voting common units at current market price(g)	70%	100%	100%	100%	100%

____________________

(a)Reflects the sale of ownership interests in one wind project with a net generating capacity of approximately 62 MW which were sold to a third party in January 2023. Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B membership interests (see Note 2 – Disposal of Wind Project). In December 2023, NEP paid aggregate cash consideration of approximately $180 million to the third-party investor after electing to exercise the buyout right and purchase 15% of the Class B membership interests in NEP Renewables II.

(b)At December 31, 2020, NEP retained certain Class B membership interests in Genesis Holdings which were sold to the Class B investors for approximately $493 million at a final funding in June 2021. Prior to the final Class B funding, NEP received approximately 83% of Genesis Holdings’ cash distributions and the third-party investors received 17%. The allocation of distributable cash to Class B investors increases to 99% if NEP has not exercised certain buyout rights by September 18, 2027, but after December 18, 2030, the allocation of distributable cash to Class B investors decreases to 80%, subject to certain adjustments.

(c)At December 31, 2021, NEP retained certain Class B membership interests in NEP Renewables III which were sold to the Class B investors for approximately $408 million at a final funding in June 2022. Prior to the final Class B funding, NEP received approximately 67.5% of NEP Renewables III's cash distributions and the third-party investors received 32.5%.

(d)At December 31, 2022, NEP retained certain Class B membership interests in NEP Renewables IV which were sold to the Class B investors for approximately $177 million at a final funding in November 2023. Prior to the final Class B funding, NEP received approximately 86% of NEP Renewables IV's cash distributions and the third-party investors received 14%.

(e)The buyout right is subject to certain limitations and/or extensions in the respective agreements, including, but not limited to, NEP being able to purchase a maximum of the Class B units following anniversaries specified in certain of the agreements.

(f)Each limited liability company agreement provides the Class B investor the right to require NEP to repurchase the Class B membership interests in the event of a specified change in control of NEP at a stated rate of return.

(g)NEP may elect to pay the buyout price in NEP non-voting common units or cash (or any combination thereof), subject to conditions and limitations set forth in the applicable agreements. Percentages shown represent the maximum percentages NEP expects it can pay in NEP non-voting common units without the acquiescence of the Class B investor, subject to applicable closing conditions. Holders of the NEP non-voting common units will have the right to receive pro rata quarterly cash distributions and the right to convert, subject to certain limitations, the NEP non-voting common units into NEP common units on a one-for-one basis.

In 2019, a subsidiary of NEP sold noncontrolling Class B membership interests in STX Midstream, NEP's subsidiary which owned natural gas pipelines in Texas (see Note 2 – Disposal of Pipeline and Note 4), to a third-party investor. While the third-party investor owned the noncontrolling Class B membership interests in STX Midstream, the third-party investor received 12.5% of STX Midstream's distributable cash. During 2023, NEP paid aggregate cash consideration of approximately $792 million to the third-party investor after electing to exercise the buyout right and purchase all of the Class B membership interests in STX Midstream.

In 2018, a subsidiary of NEP sold noncontrolling Class B membership interests in NEP Renewables, with underlying renewable energy projects with a combined generating capacity of approximately 1,388 MW, to a third-party investor. In November 2021, NEP paid aggregate consideration of approximately $885 million, consisting of 7,253,580 NEP common units and approximately $265 million in cash to the third-party investor after electing to exercise the buyout right and purchase all of the Class B membership interests in NEP Renewables.

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Accumulated Other Comprehensive Income (Loss) –

	Accumulated Other Comprehensive Income (Loss)
	Other Comprehensive Income (Loss) Related to Equity Method Investee		Total
	(millions)
Balances, December 31, 2020	$	(20)	$	(20)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2021	(18)		(18)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2022	(16)		(16)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2023	$	(14)	$	(14)
AOCI attributable to noncontrolling interest, December 31, 2023	$	(7)	$	(7)
AOCI attributable to NextEra Energy Partners, December 31, 2023	$	(7)	$	(7)

15. Related Party Transactions

Each project entered into O&M 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 NEP's consolidated statements of income. Additionally, certain NEP subsidiaries pay affiliates for transmission and retail power services which are reflected as operations and maintenance in NEP's consolidated statements of income. 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 (MSA) – Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to NEP, including managing NEP’s day-to-day affairs and providing individuals to act as NEP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo also made certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders. In May 2023, the MSA was amended to suspend these payments to be paid by NEP OpCo in respect to each calendar quarter beginning with the payment related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. NEP’s O&M expenses for the years ended December 31, 2023, 2022 and 2021 include approximately $51 million, $163 million and $138 million, respectively, related to the MSA.

Cash Sweep and Credit Support Agreement (CSCS agreement) – NEP OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s O&M expenses for the years ended December 31, 2023, 2022 and 2021 include approximately $8 million, $7 million and $6 million, respectively, related to the CSCS agreement.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) from NEP OpCo under the CSCS agreement or NEP OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by 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 except as otherwise agreed upon with NEP OpCo. At December 31, 2023 and 2022, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $1,511 million and $298 million, respectively, and are included in due from related parties on NEP’s 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. NextEra Energy Capital Holdings, Inc. (NEECH) or NEER has provided letters of credit or

75

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER as described above. At December 31, 2023, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $2.3 billion related to these obligations.

Due from Related Parties – Current amounts due from related parties on NEP's consolidated balance sheets primarily relate to project sweeps under the CSCS agreement at December 31, 2023. At December 31, 2022, these amounts primarily represent construction completion costs NEER owed NEP associated with the December 2022 acquisition and transfer of Eight Point (see Note 3). Substantially all of these construction costs were subject to structured payables arrangements which were primarily entered into while the projects were owned by NEER. Under NEE's structured payables program, negotiable drafts were issued, backed by NEECH guarantees, to settle invoices with suppliers with payment terms (on average approximately 90 days) that extend the original invoice due date (typically 30 days) and include a service fee. NEE, NEP and their subsidiaries are not party to any contractual agreements between the suppliers and the applicable financial institutions. As of December 31, 2023 and 2022, the due from related parties balance associated with NEE's structured payables program were approximately $5 million and $770 million, respectively, with corresponding amounts in accounts payable and accrued expenses on NEP's consolidated balance sheets.

Related Party Tax Receivable – In 2018, NEP and NEE entered into a tax sharing agreement and, as a result, NEP recorded a related party tax receivable of approximately $18 million which was reflected in noncontrolling interests on NEP's consolidated balance sheets. In June 2023, NEE contributed 100,169 NEP OpCo units to NEP as payment to settle this related party tax receivable and the units were subsequently cancelled. Approximately $13 million, primarily related to the difference between the value of the related party tax receivable and the value of the NEP OpCo units received, was recorded as an adjustment to common unit equity and noncontrolling interests.

Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze (see Note 3), 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 investor. At December 31, 2023 and 2022, the note payable was approximately $62 million and $48 million, respectively and is included in long-term debt on NEP's consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.

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

Transportation and Fuel Management Agreements – In connection with the Texas pipelines (see Note 4), 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 years ended December 31, 2023, 2022 and 2021, NEP recognized approximately $17 million, $9 million and $36 million, respectively, in revenues related to the transportation and fuel management agreements which are reflected in income from discontinued operations on the consolidated statements of income. The increase in the recognized revenues in 2021 primarily relates to higher demand and the related impact on natural gas prices during extreme winter weather experienced primarily in Texas during February 2021.

Related Party Note Receivable – As part of the 2016 acquisition from NEER of Seiling Wind Investments, LLC, a subsidiary of NEP acquired an approximately $25 million receivable from a subsidiary of NEER (Seiling related party note receivable) relating to operational performance issues at the related projects. The Seiling related party note receivable is intended to compensate NEP for the operational performance issues and is supported in full by compensation expected from an equipment vendor under an undertaking the vendor has with NEER. This receivable bears interest at 7.1% per annum, is payable by NEER in equal semi-annual installments and matures in December 2035. For each of the years ended December 31, 2023, 2022 and 2021, NEP received payments of approximately $2 million. The Seiling related party note receivable, interest and related payments are reflected in noncontrolling interests on NEP's consolidated financial statements.

Tax Allocations – NEE Equity, as holder of the Class P units, is expected to be allocated for the 2023 tax year taxable gains for U.S. federal income tax purposes estimated as of December 31, 2023 to be approximately $258 million from certain transactions as specified in the NEP OpCo LP Agreement. See Note 2 – Income Taxes, Note 4 and Note 8.

76

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

16. Quarterly Data (Unaudited)

NEP's previously reported condensed consolidated quarterly financial and share-based information has been retrospectively adjusted in the following table to reflect the changes resulting from the Texas pipelines being presented as income from discontinued operations. See Note 4.

	March 31(a)		June 30(a)		September 30(a)		December 31(a)
	(millions, except per unit amounts)
2023
Operating revenues	$	245	$	292	$	308	$	232
Operating income (loss)	$	(35)	$	26	$	32	$	(53)
Income (loss) from continuing operations	$	(182)	$	56	$	100	$	(205)
Income from discontinuing operations	$	31	$	33	$	32	$	353
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:(b)
From continuing operations	$	(0.23)	$	0.43	$	0.47	$	(0.35)
From discontinued operations	$	0.06	$	0.10	$	0.10	$	1.55
2022
Operating revenues	$	226	$	302	$	237	$	204
Operating income (loss)	$	(2)	$	95	$	9	$	(58)
Income (loss) from continuing operations	$	294	$	502	$	192	$	(19)
Income from discontinuing operations	$	39	$	36	$	40	$	37
Earnings per common unit attributable to NextEra Energy Partners, LP – basic:(b)
From continuing operations	$	1.62	$	2.52	$	0.83	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.10	$	0.09
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution:(b)
From continuing operations	$	1.62	$	2.52	$	0.82	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.11	$	0.09

____________________

(a)In the opinion of management, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods, have been made. Results of operations for an interim period generally will not give a true indication of results for the year. Variations in operations reported on a quarterly basis primarily reflect the seasonal nature of NEP's business. The sum of the quarterly amounts may not equal the total for the year due to rounding.

(b)The sum of the quarterly amounts may not equal the total for the year due to rounding and changes in weighted-average number of common units outstanding.

77

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2023, NEP had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of NEP's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of NEP concluded that NEP's disclosure controls and procedures were effective as of December 31, 2023.

Internal Control Over Financial Reporting

(a)    Management's Annual Report on Internal Control Over Financial Reporting

    See Item 8. Financial Statements and Supplementary Data.

(b)    Attestation Report of the Independent Registered Public Accounting Firm

    See Item 8. Financial Statements and Supplementary Data.

(c)    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.

Item 9B.  Other Information

(b)    During the three months ended December 31, 2023, no director or officer of NEP adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

78

PART III – OTHER INFORMATION

Item 10.  Directors, Executive Officers and Corporate Governance

The information required by this item will be included under the headings "Business of the Annual Meeting," "Information About NextEra Energy Partners and Management" and "Corporate Governance and Board Matters" in NEP's Proxy Statement which will be filed with the SEC in connection with the 2024 Annual Meeting of Unitholders (NEP's Proxy Statement) and is incorporated herein by reference.

NEP has adopted the NextEra Energy Partners, LP Code of Ethics for Senior Executive and Financial Officers (the Senior Financial Executive Code), which is applicable to the chief executive officer, the chief financial officer, the chief accounting officer and other senior executive and financial officers. The Senior Financial Executive Code is available under Corporate Governance in the Investor Relations section of NEP’s internet website at www.nexteraenergypartners.com. Any amendments or waivers of the Senior Financial Executive Code which are required to be disclosed to unitholders under SEC rules will be disclosed on NEP’s website at the address listed above.

Item 11.  Executive Compensation

The information required by this item will be included in NEP's Proxy Statement under the headings "Executive Compensation" and "Corporate Governance and Board Matters" and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item relating to security ownership of certain beneficial owners and management will be included in NEP's Proxy Statement under the heading "Information About NextEra Energy Partners and Management" and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information as of December 31, 2023 with respect to equity compensation under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	—	N/A	961,978
Equity compensation plans not approved by security holders	—	N/A	—
Total	—	N/A	961,978

Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required by this item, to the extent applicable, will be included in NEP's Proxy Statement under the heading "Corporate Governance and Board Matters" and is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services

The information required by this item will be included in NEP's Proxy Statement under the heading "Audit-Related Matters" and is incorporated herein by reference.

79

PART IV

Item 15.  Exhibits and Financial Statement Schedules

			Page(s)
(a)	1	Financial Statements
		Management's Report on Internal Control over Financial Reporting	40
		Attestation Report of Independent Registered Public Accounting Firm	41
		Report of Independent Registered Public Accounting Firm (PCAOB ID 34)	42
		Consolidated Statements of Income	44
		Consolidated Statements of Comprehensive Income	45
		Consolidated Balance Sheets	46
		Consolidated Statements of Cash Flows	47
		Consolidated Statements of Changes in Equity	48
		Notes to Consolidated Financial Statements	49 – 77
	2	Financial Statement Schedules – Schedules are omitted as not applicable or not required.
	3	Exhibits (including those incorporated by reference)

Exhibit Number	Description
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*	Membership Interest Purchase Agreement, dated as of November 2, 2020, among Genesis Solar Holdings, LLC, NextEra Energy Partners, LP, Genesis Solar Funding, LLC, and the Class B purchasers party thereto (filed as Exhibit 2.1 to Form 8-K dated November 2, 2020, File 1-36518)
2.2(a)*	Amendment to Membership Interest Purchase Agreement, dated as of May 16, 2021, among Genesis Solar Holdings, LLC, NextEra Energy Partners, LP, Genesis Solar Funding, LLC and the Class B purchasers thereto (filed as Exhibit 2.1 to Form 8-K dated May 16, 2021, File No. 1-36518)
2.3*	Amendment to Amended and Restated Purchase and Sale Agreement (2021-A Projects Annex), dated as of July 22, 2021, by and among NEP US SellCo LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.3 to Form 10-Q for the quarter ended June 30, 2021, File No. 1-36518)
2.4*	Amendment to Amended and Restated Purchase and Sale Agreement (2021-B Projects Annex), dated as of October 21, 2021, by and among NEP US SellCo LLC, NEP US SellCo II LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.2 to Form 10-Q for the quarter ended September 30, 2021, File No. 1-36518)
2.5*	Membership Interest Purchase Agreement, dated as of October 21, 2021, among NEP Renewables III Holdings, LLC, NextEra Energy Partners, LP, NEP Renewables III, LLC, and the Class B purchasers party thereto (filed as Exhibit 2.3 to Form 10-Q for the quarter ended September 30, 2021, File No. 1-36518)
2.6*	Amendment to Amended and Restated Purchase and Sale Agreement (2022-A Projects Annex), dated as of April 20, 2022, by and among NEP US SellCo LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 1-36518)
2.7*	Amendment to Amended and Restated Purchase and Sale Agreement (2022-B Projects Annex), dated as of November 17, 2022, by and among NEP US SellCo LLC, NEP US SellCo II LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.2 to Form 8-K dated November 17, 2022, File No. 1-36518)
2.8*	Membership Interest Purchase Agreement, dated as of November 17, 2022, among NEP Renewables IV, LLC, NEP Renewables Holdings IV, LLC, NextEra Energy Partners, LP, and the Class B purchasers party thereto (filed as Exhibit 2.3 to Form 8-K dated November 17, 2022, File No. 1-36518)
2.9*	Amendment to Amended and Restated Purchase and Sale Agreement (2023-A Projects Annex), dated as of April 24, 2023, by and among ESI Energy, LLC, NEP US SellCo, LLC, NEP US SellCo II, LLC and NextEra Energy Partners Acquisitions, LLC (filed as Exhibit 2.2 to Form 10-Q for the quarter ended March 31, 2023, File No. 1-36518)
2.10*	Purchase and Sale Agreement between NextEra Energy Partners Ventures, LLC and Kinder Morgan Operating LLC "A" dated November 6, 2023 (filed as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2023, File No. 1-36518)
3.1*	Fifth Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of November 12, 2019 (filed as Exhibit 3.1 to Form 8-K dated November 12, 2019, File No. 1-36518)
3.2*	Certificate of Limited Partnership of NextEra Energy Partners, LP (filed as Exhibit 3.3 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
3.3*	Certificate of Incorporation of NextEra Energy Partners GP, Inc. (filed as Exhibit 3.5 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
3.4*	Bylaws of NextEra Energy Partners GP, Inc. (filed as Exhibit 3.6 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
4.1*	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)
4.2*	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)
4.2(a)*	First Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee, entered into as of June 27, 2019 (filed as Exhibit 4.5 to Form 8-K dated June 27, 2019, File No. 1-36518)

80

Exhibit Number	Description
4.2(b)*	Second Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee, entered into as of December 15, 2023 (filed as Exhibit 4.6 to Form 8-K dated December 15, 2023, File No. 1-36518)
4.3*	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)
4.3(a)*	First Amendment to the 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, entered into as of June 27, 2019 (filed as Exhibit 4.6 to Form 8-K dated June 27, 2019, File No. 1-36518)
4.3(b)*	Second Amendment to the 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, entered into as of December 15, 2023 (filed as Exhibit 4.7 to Form 8-K dated December 15, 2023, File No. 1-36518)
4.4*	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)
4.5*	Officer's Certificate of NextEra Energy Operating Partners, LP, dated June 27, 2019, creating the 4.25% Senior Notes due July 2024 (filed as Exhibit 4.4 to Form 8-K dated June 27, 2019, File No. 1-36518)
4.6*	Officer's Certificate of NextEra Energy Operating Partners, LP, dated September 23, 2019, creating the 3.875% Senior Notes due 2026 (filed as Exhibit 4.6 to Form 8-K dated September 23, 2019, File No. 1-36518)
4.7*	Officer's Certificate of NextEra Energy Operating Partners, LP, dated December 15, 2023, creating the 7.250% Senior Notes due 2029 (filed as Exhibit 4.8 to Form 8-K dated December 15, 2023, File No. 1-36518)
4.8*	Indenture, dated as of December 3, 2020, 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 to Form 8-K dated December 3, 2020, File No. 1-36518)
4.9*	Indenture, dated as of June 17, 2021, 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 to Form 8-K dated June 14, 2021, File No. 1-36518)
4.10*	Indenture, dated as of December 12, 2022, 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 to Form 8-K dated December 7, 2022, File No. 1-36518)
4.11	Description of Securities Registered Pursuant to Section 12 of the Exchange Act
10.1*	Fourth Amended and Restated Management Services Agreement, dated as of May 8, 2023, 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 10.1 to Form 8-K dated May 8, 2023, File No. 1-36518)
10.2*	Exchange Agreement by and among NextEra Energy Equity Partners, LP, NextEra Energy Operating Partners, LP, NextEra Energy Partners GP, Inc. and NextEra Energy Partners, LP, dated as of July 1, 2014 (filed as Exhibit 10.5 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.2(a)*	Amendment No. 1 to Exchange Agreement by and among NextEra Energy Equity Partners, LP, NextEra Energy Operating Partners, LP, NextEra Energy Partners GP, Inc. and NextEra Energy Partners, LP dated as of July 5, 2016 (filed as Exhibit 10 to Form 10-Q dated for the quarter ended June 30, 2016, File No. 1-36518)
10.3*	NextEra Energy Partners, LP Amended and Restated Registration Rights Agreement dated August 4, 2017 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2020, File 1-36518)
10.4*	Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of May 27, 2022 (filed as Exhibit 10.1 to Form 8-K dated May 27, 2022, File No. 1-36518)
10.4(a)*	Letter Amendment Agreement and Request for Extension to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of February 8, 2023 (filed as Exhibit 10.5(a) to Form 10-K for the year ended December 31, 2022, File No. 1-36518)
10.4(b)	Second Letter Amendment Agreement to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of January 18, 2024
10.4(c)	Request for Extension to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of February 8, 2024
10.5	Third Amended and Restated NextEra Energy Partners, LP Guaranty dated as of January 18, 2024 in favor of Bank of America, N.A., as collateral agent under the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, Bank of America, N.A., as administrative agent and collateral agent, and the lenders parties thereto, dated as of May 27, 2022
10.6*	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 (filed as Exhibit 10.5 to Form 10-Q for the quarter ended September 30, 2017, File No. 1-36518)
10.7*	Certificate of Limited Partnership of NextEra Energy Operating Partners, LP (filed as Exhibit 3.4 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)
10.8*	Fourth Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of December 27, 2023 (filed as Exhibit 10.1 to Form 8-K dated December 27, 2023, File No. 1-36518)
10.9*	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)
10.10*	NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.8 to Form 8‑K dated July 1, 2014, File No. 1-36518)
10.10(a)*	Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021, File No. 1-36518)
10.10(b)*	Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 1-36518)
10.10(c)*	Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2023, File No. 1-36518)
10.11*	Form of NextEra Energy Partners, GP, Inc. Indemnity Agreement (filed as Exhibit 10.10 to Form 10-K for the year ended December 31, 2014, File No. 1-36518)

81

Exhibit Number	Description
10.12*	NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, LP, effective January 1, 2021 (filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2020, File No. 1-36518)
10.13*	NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, LP, effective January 1, 2022 (filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2021, File No. 1-36518)
10.14*	NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of 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)
10.15	NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, LP, effective January 1, 2024
10.16*	Amended and Restated Limited Liability Company Agreement of NEP Renewables II, LLC, dated as of June 11, 2019 (filed as Exhibit 10.1 to Form 8-K dated June 10, 2019, File No. 1-36518)
10.17*	Amended and Restated Limited Liability Company Agreement of NextEra Energy Partners Pipelines, LLC, dated as of November 13, 2019 (filed as Exhibit 10.1 to Form 8-K dated November 12, 2019, File No. 1-36518)
10.18*	Third Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC, dated as of December 18, 2020 (filed as Exhibit 10.1 to Form 8-K dated December 18, 2020, File No. 1-36518)
10.18(a)*	Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC, dated as of May 16, 2021 (filed as Exhibit 10.1 to Form 8-K dated May 16, 2021, File No. 1-36518)
10.19*	Amended and Restated Limited Liability Company Agreement of NEP Renewables III, LLC, dated as of December 28, 2021 (filed as Exhibit 10.1 to Form 8-K dated December 22, 2021, File No. 1-36518)
10.20*	Amended and Restated Limited Liability Company Agreement of NEP Renewables IV, LLC, dated as of December 15, 2022 (filed as Exhibit 10.1 to Form 8-K dated December 15, 2022, File No. 1-36518)
21	Subsidiaries of NextEra Energy Partners, LP
23	Consent of Independent Registered Public Accounting Firm
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
97	Incentive Compensation Recoupment Policy
101.INS	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	Inline XBRL Schema Document
101.PRE	Inline XBRL Presentation Linkbase Document
101.CAL	Inline XBRL Calculation Linkbase Document
101.LAB	Inline XBRL Label Linkbase Document
101.DEF	Inline XBRL Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________________

*    Incorporated herein by reference.

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

Item 16. Form 10-K Summary

Not applicable.

82

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:  February 20, 2024

NEXTERA ENERGY PARTNERS, LP

(Registrant)

JOHN W. KETCHUM

John W. Ketchum
Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities with NextEra Energy Partners, LP and on the date indicated.

Signature and Title as of February 20, 2024:

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

SUSAN DAVENPORT AUSTIN	PETER H. KIND
Susan Davenport Austin Director	Peter H. Kind Director

ROBERT J. BYRNE	REBECCA J. KUJAWA
Robert J. Byrne Director	Rebecca J. Kujawa Director
MARK E. HICKSON
Mark E. Hickson Director

83

EX-4.11

Exhibit 4.11

Description of Securities

Registered Pursuant to Section 12

of the Securities Exchange Act of 1934

As of January 1, 2024 (“Description Date”), NextEra Energy Partners, LP (“NEP”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934—its common units representing limited partner interests in NEP (“common units”). The common units are listed on The New York Stock Exchange (“NYSE”) under the symbol “NEP.”

The following description is as of the Description Date, unless otherwise noted.

In this Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (“Description”), “NEP,” “we,” “us,” “our,” and similar terms refer to NextEra Energy Partners, LP, unless the context requires otherwise.

Index

Page

Description of Common Units    1

Provisions of the Partnership Agreements and Other Arrangements Relating to Cash Distributions    3

Material Provisions of Our Partnership Agreement    13

Material Provisions of the NEP OpCo Partnership Agreement    28

DESCRIPTION OF COMMON UNITS

The Units

All holders of common units are entitled to participate in partnership distributions and exercise the rights or privileges available to limited partners under our partnership agreement. For a description of the rights and privileges of limited partners under our partnership agreement, including voting rights, see “Material Provisions of Our Partnership Agreement.” For a description of the relative rights and preferences of our unitholders in and to partnership distributions, please read “Provisions of The Partnership Agreements and Other Arrangements Relating to Cash Distributions.” See “Potential Issuances of Voting and Non-Voting Common Units under Existing Financing Arrangements” below for an overview of potential units that may be issued under financing arrangements that we have outstanding as of the Description Date.

Transfer Agent and Registrar

Duties

Computershare Trust Company, N.A. serves as registrar and transfer agent for our common units. We pay all fees charged by the transfer agent for transfers of common units, except the following that must be paid by unitholders:

•surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;

•    special charges for services requested by a common unitholder; and

•    other similar fees or charges.

There is no charge to unitholders for disbursements of our cash distributions. We indemnify the transfer agent, its agents and each of their stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for their activities in those capacities, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

Resignation or Removal

The transfer agent may resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed and has accepted the appointment within 30 days after notice of the resignation or removal, our general partner may act as the transfer agent and registrar until a successor is appointed.

Transfer of Common Units

By transfer of common units in accordance with our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to our common units transferred when such transfer or admission is reflected in our register and such limited partner becomes the record holder of our common units so transferred. Each transferee:

•    will become bound and will be deemed to have agreed to be bound by the terms of our partnership agreement;

•    will be deemed to represent that the transferee has the capacity, power and authority to enter into our partnership agreement; and

•    will be deemed to make the consents, acknowledgements and waivers contained in our partnership agreement.

We are entitled to treat the nominee holder of a common unit as the absolute owner in the event such nominee is the record holder of such common unit. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Common units are securities and are transferable according to the laws governing transfer of securities. Until a common unit has been transferred on our register, we and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

Potential Issuances of Voting and Non-Voting Common Units under Existing Financing Arrangements

As of the Description Date, we have 0% Convertible Senior Notes due 2024 (“2024 convertible notes”), 0% Convertible Senior Notes due 2025 (“2025 convertible notes”), and 2.50% Convertible Senior Notes due 2026 (“2026 convertible notes” and together with the 2024 convertible notes and the 2025 convertible notes, the “convertible notes”) outstanding, which convertible notes are guaranteed by NextEra Energy Operating Partners, LP (“NEP OpCo”). A holder of the 2024 convertible notes, the 2025 convertible notes or the 2026 convertible notes, as the case may be, may convert all or a portion of its convertible notes in accordance with the respective indenture pursuant to which the convertible notes were issued. Upon conversion, we will pay cash up to the aggregate principal amount of the convertible notes to be converted and pay or deliver, as the case may be, cash, our common units or a combination of cash and our common units, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the convertible notes being converted.

We also have entered into financing arrangements under which we have the option (each, a “Buyout Right”), subject to certain limitations and adjustments, to purchase certain membership interests in project entities using our non-voting common units representing limited partnership interests in NEP (“non-voting common units”) (a “Non-Voting Buyout Right”) or using our voting common units. Following an exercise of any Non-Voting Buyout Right, the non-voting common units will have, among other terms, the right to receive pro rata quarterly cash distributions and the right to convert, subject to certain limitations and adjustments, the non-voting common units into our common units on a one-for-one basis. We have entered into registration rights agreements with respect to these financings. Please see NEP’s Annual Report on Form 10-K to which this Description is an exhibit (“Form 10-K”) for additional information regarding these financing arrangements.

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PROVISIONS OF THE PARTNERSHIP AGREEMENTS AND OTHER ARRANGEMENTS
RELATING TO CASH DISTRIBUTIONS

We will distribute our available cash (as defined below, with respect to each quarter) to our unitholders. Our cash flow is generated from distributions we receive from NEP OpCo. As a result, our ability to make distributions to our unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners, including us. Set forth below is a summary of the significant provisions of our partnership agreement, the partnership agreement of NEP OpCo (“NEP OpCo partnership agreement”) and certain other agreements as they relate to cash distributions. The summary below is as of the Description Date and is qualified in its entirety by reference to all of the provisions of the partnership agreements, each of which is filed as an exhibit to the Form 10-K. The summary is also qualified in its entirety by reference to the other agreements referenced below, each of which is filed as an exhibit to the Form 10-K. Under Delaware law and the provisions of our partnership agreement, we may also issue additional series or classes of limited partnership interests, such as the Series A convertible preferred units representing limited partner interests in NEP (“Series A preferred units”) and the non-voting common units, that may have rights which differ from the rights applicable to our common units as described in this Description.

As described below under “—Provisions of the NEP OpCo Partnership Agreement Relating to Cash Distributions,” NextEra Energy Operating Partners GP, LLC (“NEP OpCo GP”) has broad discretion to make certain decisions under NEP OpCo’s partnership agreement, including with respect to the establishment of cash reserves. Since we own all of the equity interests of NEP OpCo GP, decisions made by NEP OpCo GP under NEP OpCo’s partnership agreement are ultimately made at the direction of our Board of Directors (“Board”) or, in certain limited circumstances, our general partner.

On April 29, 2015, NEP OpCo made an equity method investment in the McCoy and Adelanto solar projects. In connection with this investment, NEP OpCo issued 1,000,000 of its Class B, Series 1 limited partner interests (with respect to the McCoy project) and 1,000,000 of its Class B, Series 2 limited partner interests (with respect to the Adelanto projects) (together, the “OpCo Class B units”) to NextEra Energy Equity Partners, LP (“NEE Equity”) for approximately 50% of the ownership interests in three solar projects. NEE Equity, as holder of the OpCo Class B units, retains 100% of the economic rights in the projects to which the respective OpCo Class B units relate, including the right to all distributions paid to NEP OpCo by the project subsidiaries that own the projects. Distributions on the OpCo Class B units are separate from distributions of available cash to the holders of NEP OpCo’s voting and non-voting common units, and the available distribution amount for the OpCo Class B units is calculated separately from available cash, operating surplus, capital surplus and minimum quarterly distribution pursuant to the NEP OpCo partnership agreement, and as a result such OpCo Class B units are not included in the determinations discussed below. See also “Material Provisions of the NEP OpCo Partnership Agreement—Issuance of Additional Partnership Interests—OpCo Class B Units.”

On December 27, 2023, NEP OpCo issued 1,000,000 of its Class P limited partner interests (the “OpCo Class P Units”) to NEE Equity. NEE Equity, as holder of the OpCo Class P Units, is not entitled to receive any distributions of available cash or any other distributions of assets or property of NEP OpCo with respect to these units, other than in connection with a liquidation of NEP OpCo as specified in the NEP OpCo LP Agreement. See “Material Provisions of the NEP OpCo Partnership Agreement—Issuance of Additional Partnership Interests—OpCo Class P Units.”

Provisions of Our Partnership Agreement Relating to Cash Distributions

Distributions of Available Cash by NEP

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash first to holders of Series A preferred units, if any, in an amount equal to the Series A distribution amount (as specified in our partnership agreement and excluding any portion of the Series A distribution amount paid in Series A preferred units), and then to all holders of our common units and non-voting common units of record on the applicable record date. Generally, our available cash is all cash on hand at the date of determination in respect of such quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by our Board. Our available cash does not include any proceeds received for the sale of any Series A preferred units or our securities that rank pari passu with the Series A preferred units as to distributions. Although we currently expect that cash reserves would be established solely to provide for the payment of income taxes, if

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any, or other liabilities of our partnership, we expect NEP OpCo to establish cash reserves prior to making distributions to our partnership to pay costs and expenses of our subsidiaries, in addition to our expenses, as well as any debt service requirements and future capital expenditures. Our cash flow is generated from distributions we receive from NEP OpCo each quarter.

Units Eligible for Distribution

As of the Description Date, the only classes of our limited partnership interests for which units were outstanding were common units and Special Voting Units. Our partnership agreement also provides for the issuance of non-voting common units and Series A preferred units; however, no non-voting common units or Series A preferred units were outstanding as of the Description Date. See “Description of Common Units—Potential Issuances of Voting and Non-Voting Common Units under Existing Financing Arrangements” above for an overview of potential units that may be issued under financing arrangements that we have outstanding as of the Description Date.

Each common unit (including each non-voting common unit) is entitled to receive distributions (including upon liquidation) on a pro rata basis. Series A preferred units, if any, are entitled to receive distributions in an amount equal to the Series A distribution amount (as specified in our partnership agreement and excluding any portion of the Series A distribution amount paid in Series A preferred units). Special Voting Units are not entitled to receive any distributions. We may issue additional units to fund the redemption of NEP OpCo’s common units tendered by NEE Equity under the exchange agreement between NEP, NEP OpCo and NEE Equity or under other financing arrangements that we have outstanding. Under Delaware law and the provisions of our partnership agreement, we may also issue additional series or classes of limited partnership interests that, as determined by our Board, may have rights which differ from the rights applicable to our common units as described in this Description.

General Partner Interest

Our general partner owns a non-economic, general partner interest in us, which does not entitle it to receive cash distributions. However, to the extent our general partner owns common units or other equity securities in us, it will be entitled to receive cash distributions on any such interests. Similarly, to the extent our general partner owns units that have voting rights, it will be entitled to exercise its voting power with respect to such interests.

Distributions of Cash Upon Liquidation

If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to discharge any outstanding liabilities, next to holders of Series A preferred units, if any, to satisfy the applicable liquidation preference, and finally to our holders of our common units (including non-voting common units) on a pro rata basis.

Provisions of the NEP OpCo Partnership Agreement Relating to Cash Distributions

Distributions of Available Cash by NEP OpCo

General

NEP OpCo’s partnership agreement requires that, within 45 days after the end of each quarter, NEP OpCo distribute its available cash to its unitholders of record on the applicable record date.

Definition of Available Cash

Available cash generally means, for any quarter, the sum of all cash and cash equivalents on hand at the end of that quarter plus the amount of excess funds borrowed by NextEra Energy Resources, LLC (“NEER”) which remain unreturned:

•    less, the amount of cash reserves established by NEP OpCo GP to:

•    provide for the proper conduct of NEP OpCo’s business, including reserves for expected debt service requirements and future capital expenditures;

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•    comply with applicable law or NEP OpCo’s debt instruments or other agreements, including to pay any amount necessary to make IDR Fee payments (which are certain payments from NEP OpCo to NextEra Energy Management Partners, LP, as manager (“NEE Management”) as a component of the Fourth Amended and Restated Management Services Agreement among NEP, NEE Management, NEP OpCo and our general partner (“Management Services Agreement”) that are based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders) with respect to that quarter based on NEP OpCo GP’s determination of the amount of available cash that would otherwise be available for distribution in that quarter; and

•    provide funds for distributions to NEP OpCo’s unitholders for any one or more of the next four quarters, provided that NEP OpCo GP may not establish cash reserves for future distributions if the effect of the establishment of such reserves prevents NEP OpCo from distributing an amount equal to the minimum quarterly distribution with respect to all voting and non-voting common units;

•    less, the amount of cash contributed by an affiliate of NEP OpCo GP (other than us or our subsidiaries) for the purpose of funding construction costs of our subsidiaries that would otherwise constitute available cash;

•    plus, if NEP OpCo GP so determines, all or any portion of the cash and cash equivalents on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

Notwithstanding the foregoing, available cash does not include any proceeds received pursuant to the purchase of or contribution of cash in exchange for any NEP OpCo preferred units with economically equivalent rights to the Series A preferred units (“OpCo Series A preferred units”) or any OpCo Series A parity securities (limited partnership interests of OpCo that rank pari passu as to distributions with the OpCo Series A preferred units) issued in accordance with the NEP OpCo partnership agreement.

Because the amount of available cash for any quarter includes the amount of excess funds borrowed by NEER which remain unreturned, NEP OpCo will be required to demand the return of all or a portion of such funds from NEER and distribute such funds to its unitholders to the extent that NEP OpCo GP is not permitted to reserve the amount of such funds under its partnership agreement, including any reserves established to fund future distributions. In addition, the purpose and effect of the last bullet point above is to allow NEP OpCo GP, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under NEP OpCo’s partnership agreement, working capital borrowings are generally borrowings under a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to partners, provided that NEP OpCo intends to repay the borrowings within 12 months with funds other than from additional working capital borrowings.

Intent to Distribute the Minimum Quarterly Distribution

We intend to cause NEP OpCo to pay a minimum quarterly distribution to the holders of its voting and non-voting common units, including us, of $0.1875 per unit, or $0.75 per unit on an annualized basis, to the extent NEP OpCo has sufficient cash from its operations after the establishment of cash reserves and the payment of expenses, including: (i) expenses of NEP OpCo GP and its affiliates; (ii) our expenses; and (iii) payments to NEER and its affiliates under the Management Services Agreement and the Amended and Restated Cash Sweep and Credit Support Agreement by and between NEP OpCo and NEER (the “CSCS Agreement”). However, NEP OpCo may not be able to pay the minimum quarterly distribution on its units in any quarter. Since we own all of the equity interests of NEP OpCo GP, decisions made by NEP OpCo GP under NEP OpCo’s partnership agreement are ultimately made at the direction of our Board or, in certain limited circumstances, our general partner.

Incentive Distribution Right Fee

Under the Management Services Agreement, NEE Management is entitled to receive an incentive distribution right fee (“IDR Fee”) that increases based on the hypothetical amount of adjusted available cash from operating surplus that NEP OpCo would be able to distribute to its voting and non-voting common unitholders. Since the IDR Fee is paid from NEP OpCo’s total cash on hand and increases depending on the hypothetical amount of

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distributions NEP OpCo would have made to its voting and non-voting common unitholders, the IDR Fee effectively reduces the amount of cash NEP OpCo has available for distribution to its voting and non-voting common unitholders. The right to receive the IDR Fee under the Management Services Agreement has been suspended in respect of each calendar quarter beginning with the IDR Fee related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026 (the “IDR Fee Suspension”). The discussions below do not reflect the IDR Fee Suspension and assume that NEE Management continues to retain the right to receive the IDR Fee. See “—Payments of the Incentive Distribution Right Fee” for additional information.

Operating Surplus and Capital Surplus

General

All cash distributed to NEP OpCo unitholders will be characterized as either being paid from “operating surplus” or “capital surplus.” NEP OpCo will treat distributions of available cash from operating surplus differently than distributions of available cash from capital surplus.

Operating Surplus

Operating surplus of NEP OpCo is defined as:

•    $35.0 million (as described below); plus

•    all of NEP OpCo’s cash receipts after the closing of our initial public offering on July 1, 2014 (“IPO”), excluding cash from interim capital transactions (as defined below), provided that cash receipts from the termination of certain hedges prior to their specified termination date will be included in operating surplus in equal quarterly installments over the remaining scheduled life of such hedges; plus

•    working capital borrowings by NEP OpCo made after the end of a quarter but on or before the date of determination of operating surplus for that quarter; plus

•    cash distributions paid on equity issued, other than equity issued in connection with the IPO, to finance all or a portion of the construction, replacement, acquisition, development or improvement of a capital asset in respect of the period beginning on the date that NEP OpCo enters into a binding obligation to commence the construction, replacement, acquisition, development or improvement of a capital asset and ending on the earlier to occur of the date that the capital asset commences commercial service and the date that it is abandoned or disposed of; plus

•    cash distributions paid on equity issued to pay the construction period interest on debt incurred, including periodic net payments under related interest rate swap arrangements, or to pay construction period distributions on equity issued, to finance the construction, replacement, acquisition, development or improvement of a capital asset described in the preceding bullet; plus

•    the portion of any IDR Fee payments made to NEE Management as a result of cash distributions paid on equity issued as described in the preceding two bullets; less

•    all of NEP OpCo’s operating expenditures after the closing of the IPO; less

•    the amount of cash reserves established by NEP OpCo GP to provide funds for future operating expenditures; less

•    all working capital borrowings not repaid within 12 months after having been incurred, or repaid within such 12-month period with the proceeds of additional working capital borrowings.

As described above, the definition of operating surplus does not solely reflect actual cash on hand that is available for distribution to unitholders of NEP OpCo and is not limited to cash generated by operations. For example, the definition of operating surplus includes a provision that enables us to direct NEP OpCo to distribute as operating surplus up to $35.0 million of cash that NEP OpCo receives in the future from non-operating sources such as asset sales, issuances of securities and long-term borrowings that would otherwise be distributed as capital surplus. As a result, NEP OpCo may distribute as operating surplus up to such amount of any cash that it receives from non-operating sources. In addition, the effect of including certain cash distributions on equity interests in operating surplus, as described above, increases operating surplus by the amount of any such cash distributions.

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The proceeds of working capital borrowings increase operating surplus and repayments of working capital borrowings are generally operating expenditures that reduce operating surplus at the time of repayment. However, if NEP OpCo does not repay working capital borrowings, which increase operating surplus, during the 12-month period following the borrowing, they will be deemed to have been repaid at the end of such period, thus decreasing operating surplus at that time. When the working capital borrowings are subsequently repaid, they will not be treated as a further reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

Interim capital transactions are defined as:

•    borrowings, refinancings or refundings of indebtedness, other than working capital borrowings and items purchased on open account or for a deferred purchase price in the ordinary course of business, and sales of debt securities;

•    sales of equity securities;

•    sales or other voluntary or involuntary dispositions of assets, other than sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and sales or other dispositions of assets as part of normal asset retirements or replacements; and

•    capital contributions received.

Operating expenditures are defined as, without duplication:

•    all cash expenditures of NEP OpCo and its subsidiaries, including taxes, reimbursements of expenses of NEP OpCo GP and its affiliates, director and employee compensation of NEP OpCo’s subsidiaries, payments under the Management Services Agreement and the CSCS Agreement for services rendered, including management and credit support fees, or in reimbursement of draws made on credit support provided by NEER or its affiliates, debt service payments (including principal amortization payments under financing arrangements of NEP OpCo’s subsidiaries), payments made in the ordinary course of business under certain hedge contracts (provided that payments made in connection with the termination of any such hedge contract prior to the expiration of its settlement or termination date specified therein will be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such hedge contract and amounts paid in connection with the initial purchase of such a contract will be amortized at the life of such contract), maintenance capital expenditures (as described below), and repayment of working capital borrowings;

•    all expenses and other cash expenditures (other than U.S. federal income taxes) of NEP, including reimbursements of expenses of its general partner and its affiliates as set forth in the Management Services Agreement and of NEER and its affiliates as set forth in the CSCS Agreement; and

•    payments of the IDR Fee to NEE Management, other than payments of the IDR Fee described in the sixth bullet in the definition of “operating surplus.”

Notwithstanding the foregoing, operating expenditures will not include:

•    repayments of working capital borrowings where such borrowings have previously been deemed to have been repaid, as described above;

•    payments, including prepayments and prepayment penalties, of principal of and premium on indebtedness other than working capital borrowings and financing arrangements of NEP OpCo’s subsidiaries;

•    expansion capital expenditures, as described below;

•    payment of transaction expenses, including taxes, relating to interim capital transactions;

•    distributions to unitholders of NEP OpCo; or

•    repurchases of partnership interests (including cash redemptions under the exchange agreement between NEP, NEP OpCo and NEE Equity), excluding repurchases NEP OpCo makes to satisfy obligations under employee benefit plans.

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Capital Surplus

Capital surplus is defined in NEP OpCo’s partnership agreement as any distribution of available cash in excess of its cumulative operating surplus. Accordingly, except as described above, capital surplus would generally be generated by:

•    borrowings other than working capital borrowings;

•    sales of NEP OpCo’s equity and debt securities; and

•    sales or other dispositions of assets, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of ordinary course retirement or replacement of assets.

Characterization of Cash Distributions

NEP OpCo’s partnership agreement requires that it treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since the IPO equals the operating surplus from the IPO through the end of the quarter immediately preceding that distribution. NEP OpCo’s partnership agreement requires that NEP OpCo treat any amount distributed in excess of operating surplus, regardless of the source, as capital surplus. We do not anticipate that NEP OpCo will make any distributions from capital surplus.

Capital Expenditures

Expansion capital expenditures are cash expenditures incurred for those acquisitions or capital improvements that are expected to increase NEP OpCo’s operating income, operating capacity or operating cash flow over the long term. Examples of expansion capital expenditures include the acquisition of equipment or additional clean energy projects to the extent such capital expenditures are expected to increase NEP OpCo’s operating capacity or its operating income. Expansion capital expenditures include interest expense associated with borrowings used to fund expansion capital expenditures.

Maintenance capital expenditures are cash expenditures incurred for those acquisitions or capital improvements that are made to maintain, over the long term, operating capacity, operating income or operating cash flow. Examples of maintenance capital expenditures are expenditures to repair, refurbish or replace NEP OpCo’s clean energy projects, to upgrade transmission networks, to maintain equipment reliability, integrity and safety and to comply with laws and regulations.

Distributions and Payments of Available Cash from Operating Surplus

NEP OpCo will make distributions or payments of 100% of its available cash from operating surplus for any quarter in the following order of priority:

•    first, as distributions or payments with respect to NEP OpCo’s Series A preferred units, if any; and

•    second, to the holders of NEP OpCo’s voting and non-voting common units, pro rata.

Holders of OpCo Class B units are not entitled to distributions from available cash. Holders of OpCo Class P Units are not entitled to distribution from available cash, other than in connection with a liquidation of NEP OpCo.

Payments of the Incentive Distribution Right Fee

Under the Management Services Agreement, NEE Management is entitled to the IDR Fee, which is calculated based on the hypothetical amount of adjusted available cash from operating surplus that NEP OpCo would be able to distribute to its voting and non-voting common unitholders after the minimum quarterly and the target quarterly distribution levels described below have been achieved. The right to receive the IDR Fee is currently held by NEE Management, but may be assigned. The right to receive the IDR Fee under the Management Services Agreement has been suspended in respect of each calendar quarter beginning with the IDR Fee related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. The discussions below do not reflect the IDR Fee Suspension and assume that NEE Management continues to retain the right to receive the IDR Fee. Although cash used to pay the IDR Fee will be an operating expenditure, the description below assumes that any IDR Fee will not reduce NEP OpCo’s operating surplus and will be paid with

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available cash from operating surplus. We use this assumption in the description below for illustrative purposes to demonstrate that the calculation of IDR Fee payments for each quarter will be based on hypothetical amounts that would be available for distribution to NEP OpCo voting and non-voting common unitholders if the IDR Fee was not an operating expense and NEE Management held a class of equity interests in NEP OpCo entitled to such distributions based on the achievement of the target quarterly distribution levels. Once the amount of IDR Fee payments is determined, the amount will be classified as an operating expense and operating surplus will be reduced by a like amount before available cash is distributed by NEP OpCo to its voting and non-voting common unitholders on a pro rata basis.

If, for any quarter, NEP OpCo has adjusted available cash equal to or greater than $39,250,000.00 plus the product of (i) the NEP OpCo voting and non-voting common units outstanding on the record date for that quarter and (ii) $0.7625 per NEP OpCo voting and non-voting common unit (subject to adjustment under the Management Services Agreement) (such sum, the “maximum incentive amount”), NEP OpCo will calculate the IDR Fee using the hypothetical distributions of adjusted available cash to NEP OpCo voting and non-voting common unitholders described below:

•    first, to make a payment of $39,250,000.00 to NEE Management in respect of the IDR Fee and to distribute any remaining adjusted available cash to all NEP OpCo voting and non-voting common unitholders, pro rata, until the sum of fees paid to NEE Management and distributions deemed to be made to NEP OpCo voting and non-voting common unitholders is equal to the maximum incentive amount; and

•    thereafter, to distribute 100% of any remaining adjusted available cash to all NEP OpCo voting and non-voting common unitholders, pro rata.

If, for any quarter, NEP OpCo has adjusted available cash (i) less than the maximum incentive amount but (ii) equal to or greater than the sum of (a) $14,039,546.64 and (b) the product of (1) the NEP OpCo voting and non-voting common units outstanding on the record date for that quarter and (2) $0.3525 per NEP OpCo voting and non-voting common unit (subject to adjustment under the Management Services Agreement) (such sum calculated in accordance with (ii), the “base incentive amount”), NEP OpCo will calculate the IDR Fee using the hypothetical distributions of adjusted available cash to NEP OpCo voting and non-voting common unitholders described below:

•    first, to make a payment of $14,039,546.64 to NEE Management in respect of the IDR Fee and to distribute any remaining adjusted available cash to all NEP OpCo voting and non-voting common unitholders, pro rata, until the sum of fees paid to NEE Management and distributions deemed to be made to NEP OpCo voting and non-voting common unitholders is equal to the base incentive amount; and

•    thereafter, to distribute 75% of any remaining adjusted available cash to all NEP OpCo voting and non-voting common unitholders, pro rata, and to make a payment of 25% of any remaining adjusted available cash to NEE Management in respect of the IDR Fee;

provided that, in each case, the IDR Fee will be paid until (x) the aggregate deemed per NEP OpCo voting and non-voting common unit distribution to NEP OpCo unitholders equals (y) the per NEP OpCo voting and non-voting common unit distribution declared by NEP OpCo to NEP OpCo unitholders in accordance with the NEP OpCo partnership agreement for the applicable quarter. In no event will the aggregate IDR Fee for such quarter exceed $39,250,000.00.

If, for any quarter, NEP OpCo has adjusted available cash less than the base incentive amount, then, NEP OpCo will calculate the IDR Fee using the hypothetical distributions of adjusted available cash described below, provided that the hypothetical distributions to NEP OpCo voting and non-voting common unitholders set forth below will be calculated as though the total NEP OpCo voting and non-voting common units outstanding is equal to the base unit amount:

•    first, to distribute 100% to all NEP OpCo voting and non-voting common unitholders, pro rata, until each voting and non-voting common unitholder is deemed to have received a total of $0.215625 per unit (or 115% of the minimum quarterly distribution) for that quarter;

•    second, to distribute 85% to all NEP OpCo voting and non-voting common unitholders, pro rata, and to make a payment of 15% to NEE Management in respect of the IDR Fee, until each voting and non-

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voting common unitholder is deemed to have received a total of $0.234375 per unit (or 125% of the minimum quarterly distribution) for that quarter;

•    third, to distribute 75% to all NEP OpCo voting and non-voting common unitholders, pro rata, and to make a payment of 25% to NEE Management in respect of the IDR Fee, until each common unitholder is deemed to have received a total of $0.281250 per unit (or 150% of the minimum quarterly distribution) for that quarter; and

•    thereafter, to distribute 50% to all NEP OpCo common unitholders, pro rata, and to make a payment of 50% to NEE Management in respect of the IDR Fee;

provided that, in each case, the IDR Fee will be paid until (x) the aggregate deemed per NEP OpCo voting and non-voting common unit distribution to NEP OpCo unitholders equals (y) the per NEP OpCo voting and non-voting common unit distribution declared by NEP OpCo to NEP OpCo unitholders in accordance with the NEP OpCo partnership agreement for the applicable quarter. Further, if NEP OpCo has adjusted available cash less than the base incentive amount for any quarter, the aggregate IDR Fee for such quarter will not exceed $14,039,546.64.

As used in this Description, “base unit amount” means 155,676,955 NEP OpCo voting and non-voting common units, subject to proportional adjustment in the event of any distribution, combination or subdivision (whether effected by a distribution payable in units or otherwise) of NEP OpCo partnership interests in accordance with the NEP OpCo partnership agreement or in any redemption, repurchase, acquisition or similar transaction by NEP OpCo of NEP OpCo voting and non-voting common units.

“Adjusted available cash” means, in respect of any quarter, any remaining available cash that would be deemed to be operating surplus under the NEP OpCo partnership agreement before giving effect to the payment of the IDR Fee and after giving effect to the payment of the Series A distribution amount; provided that, if NEP OpCo has adjusted available cash less than the base incentive amount for any quarter, “adjusted available cash” means, in respect of such quarter, any remaining available cash that would be deemed to be operating surplus under the NEP OpCo partnership agreement before giving effect to the payment of the IDR Fee, after giving effect to the payment of the Series A distribution amount, and after subtracting the aggregate amount that would be required to be distributed to NEP OpCo voting and non-voting common unitholders to equal the product of the base unit amount on the applicable record date for such quarter multiplied by the first target quarterly distribution.

Percentage Allocations of Adjusted Available Cash from Operating Surplus

Adjusted Available Cash Equal to or Greater than the Maximum Incentive Amount

The following table sets forth the percentage allocations of adjusted available cash from operating surplus between NEE Management (in respect of the IDR Fee) and NEP OpCo’s voting and non-voting common unitholders (in respect of their voting and non-voting common units), in distributions to voting and non-voting common unitholders equal to or greater than $0.7625 per NEP OpCo voting and non-voting common unit and assuming that NEP OpCo has adjusted available cash from operating surplus in an aggregate amount equal to or greater than the base incentive amount for a particular quarter. For illustrative purposes (as described above), the following also assumes that the IDR Fee is paid with available cash from operating surplus and does not constitute an operating expenditure. The percentage interests assume that NEE Management has not assigned its right to the IDR Fee and do not reflect the IDR Fee Suspension.

	Marginal Percentage Interest in Adjusted Available Cash
Total Quarterly Distribution per NEP OpCo Voting and Non-Voting Common Unit Target Amount	NEP OpCo Voting and Non-Voting Common Unitholders	NEE Management
equal to or above $0.7625	100.0%	0.0%

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Adjusted Available Cash Less than the Maximum Incentive Amount but Greater than or Equal to the Base Incentive Amount

The following table sets forth the percentage allocations of adjusted available cash from operating surplus between NEE Management (in respect of the IDR Fee) and NEP OpCo’s voting and non-voting common unitholders (in respect of their voting and non-voting common units), in distributions to voting and non-voting common unitholders below $0.7625, but equal to or above $0.3525, per NEP OpCo voting and non-voting common unit and assuming that NEP OpCo has adjusted available cash from operating surplus in an aggregate amount equal to or greater than the base incentive amount for a particular quarter. For illustrative purposes (as described above), the following also assumes that the IDR Fee is paid with available cash from operating surplus and does not constitute an operating expenditure. The percentage interests assume that NEE Management has not assigned its right to the IDR Fee and do not reflect the IDR Fee Suspension.

	Marginal Percentage Interest in Adjusted Available Cash
Total Quarterly Distribution per NEP OpCo Voting and Non-Voting Common Unit Target Amount	NEP OpCo Voting and Non-Voting Common Unitholders	NEE Management
equal to or above $0.3525 but below $0.7625	75.0%	25.0%

Adjusted Available Cash Less than Base Incentive Amount

The following table sets forth the percentage allocations of adjusted available cash from operating surplus between NEE Management (in respect of the IDR Fee) and NEP OpCo’s voting and non-voting common unitholders (in respect of their voting and non-voting common units), assuming that NEP OpCo has adjusted available cash from operating surplus in an aggregate amount less than the base incentive amount for a particular quarter, and based on the specified target quarterly distribution levels. For illustrative purposes (as described above), the following also assumes that the IDR Fee is paid with available cash from operating surplus and does not constitute an operating expenditure. The amounts set forth under “Marginal Percentage Interest in Adjusted Available Cash” are the percentage interests of NEE Management (in respect of the IDR Fee) and the NEP OpCo voting and non-voting common unitholders (in respect of their voting and non-voting common units) in any adjusted available cash from operating surplus NEP OpCo distributes to voting and non-voting common unitholders and pays in respect of the IDR Fee, corresponding to the incremental amounts of distributions to voting and non-voting common unitholders in the column “Total Quarterly Distribution per NEP OpCo Voting and Non-Voting Common Unit Target Amount.” The percentage interests shown for NEP OpCo’s unitholders and NEE Management for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests assume that NEE Management has not assigned its right to the IDR Fee and do not reflect the IDR Fee Suspension.

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		Marginal Percentage Interest in Adjusted Available Cash
	Total Quarterly Distribution per NEP OpCo Voting and Non-Voting Common Unit Target Amount	NEP OpCo Voting and Non-Voting Common Unitholders	NEE Management
Minimum Quarterly Distribution	$0.1875	100.0    %	0.0    %
First Target Quarterly Distribution	above $0.1875 up to $0.215625	100.0    %	0.0    %
Second Target Quarterly Distribution	above $0.215625 up to $0.234375	85.0    %	15.0    %
Third Target Quarterly Distribution	above $0.234375 up to $0.281250	75.0    %	25.0    %
Thereafter	above $0.281250	50.0    %	50.0    %

Distributions from Capital Surplus

How Distributions from Capital Surplus Will Be Made

NEP OpCo will make distributions of available cash from capital surplus, if any, in the following manner:

•    first, to the holders of the Series A preferred units, if any, as provided above;

•    second, to the holders of NEP OpCo’s common units and non-voting common units, pro rata until the minimum quarterly distribution is reduced to zero, as described below under “—Effect of a Distribution from Capital Surplus;” and

•    thereafter, as if such distributions were from operating surplus, provided that because the minimum quarterly distribution is reduced to zero, NEP OpCo will pay the IDR Fee at the highest level as described below.

The preceding discussion is based on (1) the assumption that NEP OpCo does not issue any additional classes of equity securities, (2) the fact that holders of OpCo Class B units are not entitled to such distributions and (3) the fact that holders of OpCo Class P Units are not entitled to such distributions, other than in connection with a liquidation.

Effect of a Distribution from Capital Surplus

NEP OpCo’s partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price on NEP OpCo’s common units (equal to the IPO price of $25.00 per common unit), which is a return of capital. The initial unit price less any distributions of capital surplus per unit is referred to as the “unrecovered initial unit price.” Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target quarterly distribution levels will be reduced in the same proportion as the corresponding reduction in the unrecovered initial unit price. Any distribution of capital surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the payment of the minimum quarterly distribution.

Once NEP OpCo distributes capital surplus on a voting and non-voting common unit in an amount equal to the initial unit price, the minimum quarterly distribution and the target quarterly distribution levels will be equal to zero. NEP OpCo will then make all future distributions from operating surplus to voting and non-voting common unitholders, pro rata, after making required distributions, if any, to Series A preferred unitholders. However, once the minimum quarterly distribution and the target quarterly distribution levels are reduced to zero, NEP OpCo will pay the IDR Fee to NEE Management at the highest level, which will be equal to 100% of any distributions paid to

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the voting and non-voting common unitholders, effectively reducing the total cash available for distributions to unitholders. See “—Incentive Distribution Right Fee” above.

Adjustment to the Minimum Quarterly Distribution and the Target Quarterly Distribution Levels

In addition to adjusting the minimum quarterly distribution and target quarterly distribution levels to reflect a distribution of capital surplus, if NEP OpCo combines its units into fewer units or subdivides its units into a greater number of units, it will proportionately adjust:

•    the minimum quarterly distribution;

•    the target quarterly distribution levels; and

•    the unrecovered initial unit price.

For example, if a two-for-one split of NEP OpCo’s common units should occur, the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50% of its initial level. NEP OpCo will not make any adjustment by reason of the issuance of additional units for cash or property.

Distributions of Cash Upon Liquidation

If NEP OpCo dissolves in accordance with its partnership agreement, it will sell or otherwise dispose of its assets in a process called liquidation. NEP OpCo will first apply the proceeds of liquidation to discharge any outstanding liabilities, including any payments of the IDR Fee to which NEE Management is entitled, next to holders of OpCo Series A preferred units, if any, to satisfy the applicable liquidation preference, and finally to holders of NEP OpCo’s common units, non-voting common units and OpCo Class P Units in proportion to their respective positive capital account balances.

MATERIAL PROVISIONS OF OUR PARTNERSHIP AGREEMENT

The following is a summary of certain material provisions of our partnership agreement, which is filed as an exhibit to the Form 10-K. Other material provisions of our partnership agreement are summarized in other sections of this Description and the documents incorporated by reference herein, including under “Provisions of the Partnership Agreements and Other Arrangements Relating to Cash Distributions.” The summary below is as of the Description Date and is qualified in its entirety by reference to all of the provisions of our partnership agreement, which is filed as an exhibit to the Form 10-K. Under Delaware law and the provisions of our partnership agreement, we may also issue additional series or classes of limited partner interests that, as determined by our Board, may have rights that differ from the rights applicable to our common units as described in this Description.

Organization and Duration

Our partnership was formed in March 2014 and has a perpetual existence unless terminated under the terms of our partnership agreement.

Purpose

Our purpose under our partnership agreement is limited to any business activity that is approved by our Board and our general partner and that lawfully may be conducted by a limited partnership organized under Delaware law; provided, however, that, without the prior written consent of our general partner, which consent may be granted or withheld in its sole discretion, we and our subsidiaries do not have any power or authority to solicit, review, respond to or otherwise participate in any request for proposal relating to, or otherwise engage in, or seek to engage in, certain activities or lines of business.

Although our Board and our general partner have the ability to cause us to engage in activities other than the business of acquiring, managing and owning contracted clean energy projects with stable long-term cash flows, our Board and our general partner may, to the fullest extent permitted by law, decline to do so free of any duty or obligation whatsoever to us or our limited partners, including any duty to act in our best interests or in the best

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interests of our limited partners, other than the implied contractual covenant of good faith and fair dealing. Our Board and our general partner are authorized in general to perform all acts they determine to be necessary or appropriate to carry out our purposes and to conduct our business.

Capital Contributions

Our limited partners are not obligated to make additional capital contributions, except as described below under “—Limited Liability.” Our general partner is not obligated to make any capital contributions.

Management by Board; Officers

Our general partner has delegated substantially all management power and authority over the business and affairs of the Partnership to our Board established pursuant to our partnership agreement. Our Board consists of seven directors, four of whom are elected by unitholders and three of whom are appointed by our general partner, in its sole discretion. Any decision to be made by our Board will require the approval of at least four directors present and voting at any meeting at which a quorum is present, and four directors constitute a quorum. If our Board is unable to make a decision with respect to certain matters relating to our distribution of cash, our capital expenditures, the acquisition, disposition and use of our assets and purchases and sales of our partnership interests or related derivative securities, NEE Management, which serves as the Manager under the terms of the Management Services Agreement, is authorized to take any action with respect to such matter that is consistent with our operational plan then in effect, which plan is approved annually by our Board. Notwithstanding the foregoing, our general partner retains the authority to make tax filings and to consent to certain matters of the Partnership. See “—Certain Matters Requiring Consent of the General Partner.”

Our officers and, if any, employees are appointed, retained, terminated and replaced by our Board. However, so long as NEE Management (or another affiliate of NextEra Energy, Inc. (“NEE”)) serves as the Manager under the Management Services Agreement, the Manager, pursuant to the terms of the Management Services Agreement, will designate individuals (i) to serve on the boards of directors or their equivalents of our subsidiaries and (ii) to carry out the functions of principal executive, accounting and financial officers and otherwise to act as our officers and officers of our subsidiaries. Our Board (i) will appoint such individuals designated by the Manager as our officers and, if any, employees and (ii) will cause the boards of directors or their equivalents or the controlling shareholder, member or general partner of our subsidiaries to appoint such individuals designated by the Manager to the applicable roles with respect to the applicable entity, as long as, in each case, the designees are determined by the Manager in good faith to have the appropriate experience, qualifications, skills and such other relevant attributes to carry out such persons’ designated functions.

Annual and Special Meetings

Pursuant to the terms of our partnership agreement, an annual meeting of limited partners for the election of directors and for other properly presented business will be held. Limited partners are not entitled to bring any business before the annual meeting except pursuant to Rule 14a-8 promulgated under the Exchange Act.

Special meetings may be called (i) by our Board, (ii) by our general partner or (iii) by limited partners owning 20% or more of the outstanding units of the class or classes for which such meeting is proposed (without giving effect to any of the voting limitations described below in “—Voting Rights—Limitations on Voting Rights”). Special meetings may be called by limited partners only for the purposes of removing directors elected by limited partners (“LP Elected Directors”) for cause or removing our general partner.

Voting Rights

Our limited partnership interests include our common units, non-voting common units, the Special Voting Units and the Series A preferred units. For purposes of this summary, matters described as requiring the approval of a “unit majority” require the approval of at least a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units) and the Special Voting Units, voting together as a single class. Except as related to certain amendments that would have a material adverse effect on the rights or preferences of the non-voting common units in relation to other classes of

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limited partnership interests, holders of non-voting common units do not have voting rights under our partnership agreement.

Our limited partners may vote at meetings either in person or by proxy. The holders of a majority of the outstanding units (including those deemed owned by our general partner and its affiliates) represented in person or by proxy and that are entitled to vote at such meeting constitutes a quorum at a meeting of the limited partners (including annual and special meetings), unless any action by the limited partners requires approval by a greater percentage of the voting power, in which case the quorum will be the greater percentage. The vote of limited partners holding outstanding units representing a majority of the outstanding units entitled to vote at the meeting (on all matters on which the holders of all units vote together as a single class) or a majority of the outstanding units of each class entitled to vote at the meeting (on all matters on which the holders of each class of units vote separately by class) constitutes the vote of all limited partners, unless a different percentage is required under our partnership agreement, in which case the vote of limited partners holding outstanding units representing at least such different percentage with respect to the outstanding units entitled to vote at such meeting (on all matters on which the holders of all units vote together as a single class) or such different percentage with respect to the outstanding units of each class entitled to vote at such meeting (on all matters on which the holders of each class of units vote separately by class) will be required.

Any action of the limited partners that may be taken at a meeting of the limited partners may be taken, if authorized by our Board, without a meeting if consents in writing describing the action so taken are signed by holders of the number of units that would be necessary to authorize or take that action at a meeting where all limited partners were present and voted.

The following table sets forth a summary of the unitholder vote required for the matters specified below. Other than the implied contractual covenant of good faith and fair dealing, our Board, our general partner and its affiliates, including NEE Equity, have no duty or obligation whatsoever to us or our limited partners, including any duty to act in our best interests or the best interests of our limited partners, in voting units any of them holds or acquires or otherwise.

Partnership Action	Unitholder Vote Required
Issuance of additional units	No approval right. See “—Issuance of Additional Partnership Interests.”
Amendment of our partnership agreement	Certain amendments may be made by our Board or our general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority subject to certain exceptions. See “—Amendment of Our Partnership Agreement,” “—Series A Preferred Units” and “—Non-Voting Common Units” below.
Certain matters relating to NEP OpCo	Any matters relating to NEP OpCo which require the consent or approval of a majority of the outstanding units of NEP OpCo, including certain amendments of NEP OpCo’s partnership agreement, requires the approval of a unit majority. Any other matters requiring approval by a higher percentage of NEP OpCo common units requires the approval by a corresponding percentage of our unitholders, subject to certain exceptions. Any amendment of the NEP OpCo partnership agreement also requires the approval of our general partner, in its sole discretion. See also “—Series A Preferred Units” below.

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Merger or conversion of our partnership	Under most circumstances, a merger or conversion of our partnership requires approval of (i) our general partner, in its sole discretion, (ii) our Board, (iii) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units and the units owned by our general partner and its affiliates), voting as a separate class, and (iv) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units) owned by our general partner and its affiliates, voting together as a single class. Our general partner must also consent to any merger or conversion of any of our subsidiaries. See “—Merger, Consolidation, Conversion, Sale or Other Disposition of Assets.”
Sale of all or substantially all of the assets of our partnership and our subsidiaries	Under most circumstances, a sale of all or substantially all of the assets of our partnership and our subsidiaries requires approval of (i) our general partner, in its sole discretion, (ii) our Board, (iii) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units and the units owned by our general partner and its affiliates), voting as a separate class, and (iv) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units) owned by our general partner and its affiliates, voting together as a single class. Pursuant to the Right of First Refusal Agreement, dated as of August 4, 2017, among us, NEP OpCo and NEER, NEP OpCo granted NEER and its subsidiaries a right of first refusal to acquire all the assets owned or acquired by NEP OpCo or its subsidiaries.
Dissolution of our partnership	Under most circumstances, dissolution of our partnership requires approval of (i) our general partner, in its sole discretion, (ii) our Board, (iii) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting units and the units owned by our general partner and its affiliates), voting as a separate class, and (iv) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units) owned by our general partner and its affiliates, voting together as a single class. Our general partner must also consent to the dissolution of any of our subsidiaries. See “—Termination and Dissolution.”
Continuation of our business upon dissolution	Under certain circumstances, upon the dissolution of our partnership, the limited partners may elect to continue the business of our partnership on the same terms and conditions set forth in our partnership agreement by appointing as a successor general partner a person approved by a unit majority. See “—Termination and Dissolution.”

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Election of LP Elected Director	A nominee for LP Elected Director will be elected to our Board if, subject to the voting limitations described below, the votes cast for the nominee’s election exceed the votes cast against the nominee’s election. If the number of nominees exceeds the total number of LP Elected Directors to be elected, LP Elected Directors will be elected by a plurality of the votes cast (subject to the voting limitations described below).
Removal of LP Elected Director	An LP Elected Director will be removed for cause from our Board if, subject to the voting limitations described below, the votes cast for such LP Elected Director’s removal exceed the votes cast against such LP Elected Director’s removal.
Withdrawal of our general partner	No approval right. See “—Withdrawal or Removal of the General Partner.”
Removal of our general partner	Approval of not less than 66-2/3% of the outstanding units, voting as a single class, excluding non-voting common units but including units held by our general partner and its affiliates (including the Special Voting Units). Any removal of our general partner is also subject to the approval of a successor general partner by a unit majority. See “—Withdrawal or Removal of the General Partner.”
Transfer of the general partner interest	No approval right. See “—Transfer of General Partner Interest.”
Transfer of ownership interests in our general partner	No approval right. See “—Transfer of Ownership Interests in the General Partner.”

Record holders of our outstanding voting units on the record date will be entitled to notice of, and to vote at, meetings of the limited partners and to act upon matters for which approvals may be solicited.

Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his or her nominee provides otherwise. Any notice, demand, request, report or proxy materials required or permitted to be given or made to record holders of common units eligible to vote under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

Limitations on Voting Rights

Pursuant to our partnership agreement, if any person owns, together with the members of any related group, the power to vote 5% or more of our outstanding units, then such person, together with any related group, is entitled to vote not more than 5% of such outstanding units in the election or removal of LP Elected Directors, and the amount of such units in excess of 5% in voting power is not entitled to vote in the election or removal of LP Elected Directors. In addition, if, after giving effect to the 5% limitation, any person, together with the members of any related group, still has the power to cast votes equal to or greater than 10% of the units present and actually voted on any matter (including the election or removal of LP Elected Directors), an additional cutback will be imposed so that such person, together with the members of any related group, is entitled to cast votes for not more than 9.99% of the units present and actually voted on such matter, and any units held by such person (together with the members of any related group) equal to 10% or greater in voting power will be voted proportionally with all other votes on such matter; provided that, if such person is our general partner or any of its affiliates, such additional cutback applies only to the election or removal of LP Elected Directors.

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Series A Preferred Units

Series A preferred units would vote on an as-converted basis with our common units as a single class, so that each outstanding Series A preferred unit would be entitled to one vote for each common unit into which such Series A preferred unit would be convertible at the then-applicable Series A conversion rate on each matter with respect to which each record holder of a common unit is entitled to vote. Series A preferred units, if any, also would 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 our partnership agreement and with respect to certain amendments of NEP OpCo’s partnership agreement.

Special Voting Units

NEE Equity will hold the same number of Special Voting Units as the number of common units of NEP OpCo held by NEE Equity. If the ratio at which common units of NEP OpCo held by NEE Equity are exchangeable for our common units changes from one-for-one, the number of votes to which the holders of the Special Voting Units are entitled will be adjusted accordingly. Additional limited partner interests having special voting rights could also be issued. See “—Issuance of Additional Partnership Interests” below.

Non-Voting Common Units

Holders of non-voting common units generally do not have voting rights under our partnership agreement. However, non-voting common units have certain class voting rights with respect to amendments that adversely affect their distribution, liquidation, transfer, conversion, voting or economic rights or certain other protections under our partnership agreement. To the extent non-voting common unit holders are entitled to vote, each non-voting common unit is entitled to one vote on such matter.

Proxy Access

Our partnership agreement permits a holder of common units, or a group of up to 20 holders of common units, owning continuously for specified periods of time 10% or more of the aggregate number of outstanding common units and Special Voting Units (an “eligible unitholder”) to nominate candidates for election as LP Elected Directors, provided that such eligible unitholder satisfies the requirements set forth in our partnership agreement. The number of common unitholder nominees eligible to appear in our proxy materials for any annual meeting cannot exceed four. No eligible unitholder, or group of eligible unitholders, is entitled to nominate more than two candidates at any annual meeting.

Limited Liability

Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and that the limited partner otherwise acts in conformity with the provisions of the partnership agreement, the limited partner’s liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital that the limited partner is obligated to contribute to us for our limited partner’s limited partner interest plus the limited partner’s share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right, by the limited partners as a group:

•    to elect or remove directors;

•    to remove or replace our general partner;

•    to approve some amendments to the partnership agreement; or

•    to take other action under the partnership agreement;

constituted “participation in the control” of our business for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner. Neither the partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner.

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Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their limited partner interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited is included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited will be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the non-recourse liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act will be liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Act, a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from the partnership agreement.

Our subsidiaries conduct business in the U.S. and we may have subsidiaries that conduct business in other countries in the future. Maintenance of our limited liability as a limited partner of our operating subsidiaries may require compliance with legal requirements in the jurisdictions in which our operating subsidiaries conduct business, including qualifying our subsidiaries to do business there.

Limitations on the liability of limited partners or members for the obligations of a limited partnership have not been clearly established in many jurisdictions. If, by virtue of our limited partner interests in NEP OpCo or otherwise, it were determined that we were conducting business in any state without compliance with the applicable limited partnership statute, or that the right or exercise of the right by the limited partners as a group to remove or replace our general partner, to approve some amendments to the partnership agreement, or to take other action under the partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Partnership Interests

Our partnership agreement authorizes us to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by our Board without the approval of any partner of our partnership; provided, however, that we may not issue any additional common units, non-voting common units, Series A preferred units or additional partnership interests that rank pari passu as to distributions with the Series A preferred units (“Series A parity securities”) unless we contribute the cash proceeds or other consideration received from the issuance of such additional units in exchange for an equivalent number of corresponding NEP OpCo units.

We have funded acquisitions through the issuance of additional common units. It is likely that we will fund acquisitions through the issuance of additional common units, preferred units or other partnership interests. Holders of any additional common units that we issue will be entitled to share equally with the then-existing holders of common units in our distributions of available cash. In addition, our issuance of additional common units, preferred units or other partnership interests may dilute the value of the interests of the then-existing holders of common units in our net assets.

Under Delaware law and the provisions of our partnership agreement, we may also issue partnership interests that, as determined by our Board, may have special voting or economic rights to which our common units are not entitled. Our partnership agreement does not prohibit the issuance by our subsidiaries of equity interests, which may effectively rank senior to our common units.

Conversion of Non-Voting Common Units

Each holder of non-voting common units will have the right, but not the obligation, to convert all or a portion of its non-voting common units into one common unit for each non-voting common unit being converted, subject to certain limitations and adjustments. However, certain holders shall not have the right to convert any non-voting common units to the extent that, after giving effect to the conversion, the holder (together with its affiliates and

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others acting as a group) would beneficially own in excess of 19.8% of the number of common units outstanding immediately after giving effect to such conversion. Further, each non-voting common unit held by certain qualified holders under the partnership agreement shall automatically convert into one common unit (subject to certain adjustments) immediately upon its transfer to any non-affiliate of such qualified holder.

Amendment of Our Partnership Agreement

General

Amendments to our partnership agreement may be proposed only by our Board or, in limited circumstances, our general partner. However, other than the implied contractual covenant of good faith and fair dealing, neither our Board nor our general partner have any duty or obligation to propose any amendment and our Board and our general partner may decline to do so free of any duty or obligation whatsoever to us or our limited partners, including any duty to act in our best interests or the best interests of the limited partners. In order to adopt a proposed amendment, other than the amendments described below under “—Amendments that Do Not Require Unitholder Approval,” our Board or our general partner, as applicable, is required to seek approval of such amendment by the limited partners. Except as described below, an amendment that requires approval by the limited partners must be approved by a unit majority.

Prohibited Amendments

No amendment may be made that would:

•    enlarge the obligations of any limited partner without its consent, unless the amendment is deemed to have occurred as a result of an amendment approved by at least a majority of the type or class of limited partner interests so affected; or

•    enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without our general partner’s consent, which consent may be given or withheld at its option.

The provisions of our partnership agreement preventing these types of amendments can be amended upon the approval of the holders of at least 90% of the outstanding units.

Amendments Requiring Dual Class Voting

Any amendment to our partnership agreement with respect to the provisions relating to the distributions of available cash, the management and operation of our business, our general partner’s authority to amend our partnership agreement (as described below), our Board’s authority to amend our partnership agreement to prevent consolidation (as described below), annual meetings and special meetings, quorum and voting, limitations on voting power, and proxy access, or any defined terms used in those provisions, will require the approval of the holders of (i) at least a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units and excluding common units owned by our general partner and its affiliates), voting as a separate class, and (ii) at least a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units) owned by our general partner and its affiliates, voting together as a single class.

Amendments that Do Not Require Unitholder Approval

Our partnership agreement provides that our Board (instead of our general partner) generally may make amendments to our partnership agreement without the approval of any partner to reflect:

•    a change in our name, the location of our principal office, our registered agent or our registered office;

•    the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;

•    a change that our Board determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited

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liability under the laws of any state or to ensure that our subsidiaries will not be taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;

•    any amendment that is necessary, in the opinion of our counsel, to prevent us, our general partner or their respective directors, officers, agents or trustees from, in any manner, being subjected to the provisions of the Investment Company Act of 1940, as amended (“Investment Company Act”), the Investment Advisors Act of 1940, as amended (“Advisors Act”), or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;

•    any amendment that our Board determines to be necessary or appropriate for the authorization or issuance of additional partnership interests or in connection with splits or combinations of our partnership interests in accordance with our partnership agreement;

•    any amendment expressly permitted in our partnership agreement to be made by our Board acting alone;

•    any amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;

•    any amendment that our Board determines to be necessary or appropriate to reflect and account for the formation by us of, or our investment in, any corporation, partnership or other entity, in connection with our conduct of activities permitted by our partnership agreement;

•    any change in our fiscal year or taxable year and any other changes that our Board determines to be necessary or appropriate as a result of such change;

•    certain conversions into, mergers with or conveyances to another limited liability entity;

•    a modification of the qualification of eligible unitholders for nominating directors with respect to any annual meeting of limited partners; or

•    any other amendments substantially similar to any of the matters described in the clauses above.

In addition, our Board may make amendments to our partnership agreement without the approval of any limited partner if our Board determines that those amendments:

•    do not adversely affect in any material respect the limited partners considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests;

•    are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

•    are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed or admitted to trading;

•    are necessary or appropriate for any action taken by our Board relating to splits or combinations of units under the provisions of our partnership agreement; or

•    are required to effect the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

Further, our Board, without the approval of any partner of our partnership, may amend any provision of our partnership agreement in such manner as our Board determines to be necessary or appropriate to prevent the consolidation of the financial results of our partnership and our subsidiaries with those of NEE and its subsidiaries (other than our partnership and our subsidiaries) under United States generally accepted accounting principles (“U.S. GAAP”), so long as such amendment is not materially adverse to us or our limited partners.

Our general partner, without the approval of any other partner of our partnership, may, in its sole discretion, amend any provision of our partnership agreement in connection with such changes to the ownership structure of NEP OpCo’s common units and the Special Voting Units held by our general partner or its affiliates as may be

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required to avoid adverse tax consequences resulting from changes to tax laws, so long as such amendment is not materially adverse to us or our limited partners.

No Opinion of Counsel

For amendments of the type not requiring unitholder approval, neither our Board nor our general partner will be required to obtain an opinion of counsel to the effect that an amendment will not affect the limited liability of any limited partner under Delaware law. No other amendments to our partnership agreement will become effective without the approval of holders of at least 90% of the outstanding units voting as a single class unless we first obtain such an opinion.

Amendment Affecting a Class of Partnership Interest

Without limitation of our Board’s or our general partner’s authority to adopt amendments without the approval of any partner of our partnership as described above, any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests (including non-voting common units) in relation to other classes of partnership interests will require the approval of at least a majority of the class of partnership interests so affected.

Amendment Changing Percentage of Units Required to Take Actions

Any amendment that would reduce the percentage of units required to take any action, other than to remove our general partner or call a meeting of limited partners, must be approved by the written consent or affirmative vote of limited partners (excluding non-voting common units) whose aggregate outstanding units constitute not less than the percentage sought to be reduced. Any amendment that would increase the percentage of units required to remove our general partner must be approved by the written consent or affirmative vote of limited partners whose aggregate outstanding units constitute not less than 90% of the outstanding units (excluding non-voting common units). Any amendment that would increase the percentage of units required to call a meeting of limited partners must be approved by the written consent or affirmative vote of limited partners whose aggregate outstanding units constitute at least a majority of the outstanding units (excluding non-voting common units).

Amendment of the IDR Fee Provisions

Any amendment to the provisions relating to the IDR Fee (as defined in the Management Services Agreement) contained in the Management Services Agreement that would materially adversely affect holders of our common units requires the approval of a unit majority.

Amendment of the NEP OpCo Partnership Agreement

Any amendment of the NEP OpCo partnership agreement that requires approval by holders of at least a majority of the outstanding units of NEP OpCo requires the approval of a unit majority. Any other amendment that requires approval by holders of at least 90% of the NEP OpCo’s common units requires the approval by holders of at least 90% of our outstanding units.

Merger, Consolidation, Conversion, Sale or Other Disposition of Assets

A merger, consolidation or conversion involving us requires the prior consent of our general partner and approval of our Board. However, our general partner and our Board have no duty or obligation to consent to or approve any merger, consolidation or conversion and may decline to do so free of any duty or obligation whatsoever to us or our limited partners, including any duty to act in our best interests or in the best interests of our limited partners. The merger agreement or plan of conversion also must be approved by the affirmative vote or consent of the holders of (i) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units and the units owned by our general partner and its affiliates), voting as a separate class, and (ii) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units) owned by our general partner and its affiliates, voting together as a single class, unless such merger agreement or plan of conversion effects an amendment to our partnership agreement that would require for its approval the vote or consent of a greater percentage of the outstanding units or of any class of limited partners, in which case such greater percentage will be required. Notwithstanding the foregoing, without the approval of limited partners, we or any of our subsidiaries may convert into a new limited liability entity, or merge

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into or convey all of our assets to, a newly formed limited liability entity if the sole purpose of that conversion, merger or conveyance is to effect a mere change in our legal form into another limited liability entity, we have received an opinion of counsel regarding limited liability and our Board determines that the governing instruments of the new entity provide the limited partners and our general partner with substantially the same rights and obligations as contained in our partnership agreement. Additionally, without the approval of limited partners, we may merge with another limited liability entity if we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability, the transaction would not result in an amendment to our partnership agreement requiring unitholder approval, each of our units will be an identical unit of our partnership following the transaction, and the partnership interests to be issued by us in such merger do not exceed 20% of our outstanding partnership interests immediately prior to the transaction. Our general partner must also consent to any merger or conversion of any of our subsidiaries.

Under our partnership agreement, we may not sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions without the consent of our general partner and the approval of (i) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units and excluding the units owned by our general partner and its affiliates), voting as a separate class, and (ii) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units) owned by our general partner and its affiliates, voting together as a single class. We may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without such approval. We may also sell any or all of our assets under a foreclosure of, or other realization upon, those encumbrances without that approval.

Termination and Dissolution

We will continue as a limited partnership until dissolved and terminated under our partnership agreement. We will dissolve upon:

•    the election by our Board to dissolve our partnership, if consented to by our general partner and approved by (i) a majority of the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding the non-voting common units and excluding the units owned by our general partner and its affiliates), voting as a separate class, and (ii) a majority of the outstanding Special Voting Units and the outstanding common units (including Series A preferred units, voting as if converted into common units, but excluding non-voting common units) owned by our general partner and its affiliates, voting together as a single class;

•    there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law;

•    the entry of a decree of judicial dissolution of our partnership; or

•    the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner, other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal followed by approval and admission of a successor.

Upon a dissolution under the last clause above, a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our partnership agreement by appointing as a successor general partner an entity approved by a unit majority, subject to our receipt of an opinion of counsel to the effect that the action would not result in the loss of limited liability of any limited partner. Our general partner must also consent to the dissolution of any of our subsidiaries.

Certain Matters Requiring Consent of the General Partner

Our general partner’s consent, which may be granted or withheld in its sole discretion, is required for the following actions:

•    a sale of all or substantially all of our and our subsidiaries’ assets;

•    a merger, consolidation or conversion involving us or any of our subsidiaries;

•    dissolution of us or any of our subsidiaries;

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•    any amendment of NEP OpCo’s partnership agreement;

•    any direct or indirect transfer of all or any portion of the general partner interest in NEP OpCo to any person;

•    our participation in certain activities or lines of business; and

•    the granting of certain information rights to our limited partners.

Liquidation and Distribution of Proceeds

Upon our dissolution, unless we are continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner and our Board that are necessary or appropriate to, liquidate our assets and apply the proceeds of the liquidation first to discharge any outstanding liabilities, next to holders of any Series A preferred units to satisfy the applicable liquidation preference, and finally to our unitholders on a pro rata basis. The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners.

Duties of the General Partner and our Board

The Delaware Act provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner or board of directors to limited partners and the partnership. The duties described below have not materially changed and are summarized because our Board is also subject to the contractual standards described below.

Our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner, our Board, any director, any committee of our Board or any officer with contractual standards governing the duties of such persons and the methods of resolving conflicts of interest. We believe this is appropriate and necessary because our general partner is owned by NEE, and to the extent any members of our Board are also officers or directors of NEE, such officers or directors have fiduciary duties to NEE. Without these provisions, our general partner and such officers’ or directors’ ability to make decisions involving conflicts of interests would be unduly restricted. These provisions represent a possible detriment to the limited partners, however, because they restrict the remedies available to limited partners for actions that, without those provisions, might constitute breaches of fiduciary duty.

Partnership agreement standards

Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates, our Board, or any director or any committee of our Board that might otherwise raise issues as to compliance with fiduciary duties or applicable law. For example, our partnership agreement provides that when our general partner is acting in its capacity as our general partner, as opposed to in its individual capacity, and when our Board or any director or committee of our Board makes a determination or takes or declines to take any other action, it must act in “good faith,” meaning that it subjectively believed that the decision was in our best interests, and will not be subject to any other standard under applicable law, other than the implied contractual covenant of good faith and fair dealing. In addition, when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act free of any duty or obligation whatsoever to us or our limited partners, other than the implied contractual covenant of good faith and fair dealing.

Our partnership agreement generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the public unitholders or the conflicts committee of our Board must be determined by our Board to be:

•    on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

•    “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.

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If our Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the bullet points above, then it will be presumed that, in making its decision, our Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or our partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. These standards reduce the obligations to which our general partner and our directors would otherwise be held under applicable Delaware law.

Rights and remedies of limited partners

The Delaware Act generally provides that a limited partner may institute legal action on behalf of the partnership to recover damages from a third party where a general partner or board of directors has wrongfully refused to institute the action or where an effort to cause a general partner or board of directors to do so is not likely to succeed. These actions include actions against a general partner or board of directors for breach of its contractual duties under the partnership agreement.

Under our partnership agreement, we must indemnify our general partner, its affiliates and their managers, officers and directors (including our directors), to the fullest extent permitted by law, against liabilities, costs and expenses incurred by such indemnitees. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We also must provide this indemnification for criminal proceedings unless such indemnitees acted with knowledge that their conduct was unlawful. Thus, our general partner and our directors could be indemnified for their negligent acts if they meet the requirements set forth above. See “—Indemnification” above regarding the duties of our general partner.

A transferee of or other person acquiring a Unit will be deemed to have agreed to be bound by the provisions in our partnership agreement, including the provisions described above. See “—Transfer of Common Units.” The failure of a limited partner to sign our partnership agreement does not render our partnership agreement unenforceable against that person.

Withdrawal or Removal of the General Partner

Our general partner will be deemed to have withdrawn from our partnership upon the occurrence of, among others, any of the following events:

•    Voluntary withdrawal. Our partnership agreement permits our general partner to voluntarily withdraw by giving at least 90 days’ advance notice to our unitholders, and such withdrawal will take effect on the date specified in such notice.

•    Transfer of all of our general partner’s general partner interest.

•    Removal by limited partners. Our general partner may not be removed unless (i) the removal is approved by the vote of the holders of not less than 66-2/3% of the outstanding units (including units held by our general partner and its affiliates, but excluding non-voting common units), voting together as a single class, and (ii) we receive an opinion of counsel regarding limited liability. Any removal of our general partner is also subject to the election of a successor general partner by a unit majority. The ownership of more than 33 1/3% of the outstanding units by NEE and its affiliates would give them the practical ability to prevent our general partner’s removal.

Prior to the effective date of the voluntary withdrawal or the removal of our general partner, a unit majority may elect a successor general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, a unit majority agrees to continue our business by appointing a successor general partner. See “—Termination and Dissolution.”

Transfer of General Partner Interest

Our general partner may transfer its general partner interest without the consent of the limited partners if certain conditions are met, including (i) the transferee assumes the rights and duties of our general partner and agrees to be bound by the provisions of our partnership agreement, (ii) our partnership receives an opinion of

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counsel regarding limited liability matters and (iii) the transferee agrees to purchase all or the appropriate portion of the partnership or membership interest of our general partner as the general partner or managing member of each of our subsidiaries.

In general, our general partner and its affiliates may, at any time, transfer common units to one or more persons without unitholder approval.

Transfer of Ownership Interests in the General Partner

At any time, NEE and its affiliates may sell or transfer all or part of their direct or indirect interest in our general partner without the approval of our unitholders.

Status as Limited Partner

By transfer of common units in accordance with our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to our common units transferred when such transfer and admission is reflected in our register. Except as described under “—Limited Liability,” our common units will be fully paid, and unitholders will not be required to make additional contributions.

Indemnification

In most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

•    our general partner;

•    any departing general partner;

•    any person who is or was an affiliate of a general partner or any departing general partner;

•    any person who is or was a director (including each LP Elected Director and each GP Appointed Director), officer, managing member, manager, general partner, fiduciary or trustee of (i) our partnership, our subsidiaries, our general partner or any departing general partner or (ii) any affiliate of our partnership, our subsidiaries, our general partner or any departing general partner;

•    any person who is or was serving as director, officer, managing member, manager, general partner, fiduciary or trustee of another person owing certain duties to us or any of our subsidiaries at the request of our Board, our general partner or any departing general partner or any of their affiliates; and

•    any person designated by our Board or our general partner.

Any indemnification under these provisions will only be out of our assets. Our general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to us to enable us to effectuate, indemnification. An affiliate of our general partner has purchased insurance against liabilities asserted against and expenses incurred by our general partner’s directors and executive officers, as well as our directors and executive officers, regardless of whether we would have the power to indemnify such persons against such liabilities under our partnership agreement.

Reimbursement of Expenses

Our partnership agreement requires us to reimburse our general partner for all direct and indirect expenses it incurs or payments it makes on our behalf and all other expenses allocable to us or otherwise incurred by our general partner in connection with its service as our general partner. The general partner is entitled to determine in good faith the expenses that are allocable to us.

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Tax Matters

We have elected to be treated as an association taxable as a corporation for U.S. federal income tax purposes. Our general partner determines whether we will make any other tax elections permitted by federal, state, local or foreign tax law.

Our general partner has exclusive authority for the making of tax filings, or rendering of periodic or other tax reports to governmental or other agencies having jurisdiction over our business or assets.

Books and Reports

We are required to keep appropriate books of our business at our principal offices. The books will be maintained for financial reporting purposes on an accrual basis. For tax and fiscal reporting purposes, our fiscal year is the calendar year.

We will mail or make available to record holders of common units, within 105 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our fourth quarter, we will also mail or make available summary financial information within 50 days after the close of each quarter.

Right to Inspect Our Books and Records

Our partnership agreement provides that a limited partner can, for a purpose reasonably related to his or her interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at his or her own expense, have furnished to him or her:

•    a current list of the name and last known address of each record holder;

•    copies of our partnership agreement and our certificate of limited partnership and all amendments thereto; and

•    certain information regarding the status of our business and financial condition.

Our Board may, and intends to, keep confidential from the limited partners, trade secrets or other information the disclosure of which our Board determines is not in our best interests or that we are required by law or by agreements with third parties to keep confidential. Any disclosure of such information to the limited partners requires the prior written consent of our general partner. Our partnership agreement limits the right to information that a limited partner would otherwise have under Delaware law.

Dissenters’ Rights of Appraisal

The unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

MATERIAL PROVISIONS OF THE NEP OPCO PARTNERSHIP AGREEMENT

The following is a summary of certain material provisions of the NEP OpCo partnership agreement. The summary below is as of the Description Date and is qualified in its entirety by reference to all of the provisions of the NEP OpCo partnership agreement, which is filed as an exhibit to the Form 10-K.

We summarize the provisions of the NEP OpCo partnership agreement regarding distributions of available cash elsewhere in this Description. See “Provisions of the Partnership Agreements and Other Arrangements Relating to Cash Distributions.”

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Organization and Duration

NEP OpCo was formed in March 2014 and has a perpetual existence unless terminated under the terms of its partnership agreement.

Purpose

NEP OpCo’s purpose under the NEP OpCo partnership agreement is limited to any business activity that is approved by its general partner and that lawfully may be conducted by a limited partnership organized under Delaware law; provided, however, that, without the prior written consent of our general partner, which consent may be granted or withheld in its sole discretion, NEP OpCo and its subsidiaries do not have any power or authority to solicit, review, respond to or otherwise participate in any request for proposal relating to, or otherwise engage in, or seek to engage in, certain activities or lines of business.

Although NEP OpCo GP has the ability to cause it and its subsidiaries to engage in activities other than the business of acquiring, managing and owning contracted clean energy projects with stable long-term cash flows, NEP OpCo GP may decline to do so free of any duty or obligation whatsoever to NEP OpCo or the limited partners, including any duty to act in the best interests of NEP OpCo or the limited partners, other than the implied contractual covenant of good faith and fair dealing. NEP OpCo GP is authorized in general to perform all acts it determines to be necessary or appropriate to carry out its purposes and to conduct its business. Since we own all of the equity interests of NEP OpCo GP, decisions made by NEP OpCo GP under NEP OpCo’s partnership agreement are ultimately made at the direction of our Board or, in certain limited circumstances, our general partner.

Capital Contributions

Unitholders are not obligated under NEP OpCo’s partnership agreement to make additional capital contributions with respect to the units in NEP OpCo that they own. NEP OpCo GP is not obligated under the NEP OpCo partnership agreement to make any capital contributions.

Meetings; Voting Rights

Record holders of common units on the record date will be entitled to notice of, and to vote at, meetings of NEP OpCo’s limited partners and to act upon matters for which approvals may be solicited. For purposes of this summary, matters described as requiring the approval of a “unit majority” of NEP OpCo require the approval of at least a majority of the outstanding NEP OpCo common units (including OpCo Series A preferred units, voting as if converted into NEP OpCo common units, but excluding NEP OpCo non-voting common units).

We do not anticipate that any meeting of NEP OpCo unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units that would be necessary to authorize or take that action at a meeting where all limited partners were present and voted. Meetings of the unitholders may be called by NEP OpCo GP. Eligible unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class or classes for which a meeting has been called and which are entitled to vote at such meeting, represented in person or by proxy, constitutes a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage.

Generally, each record holder of a unit is entitled to a number of votes on any matter presented to the holders of units for a vote that is equal to the holder’s percentage interest in NEP OpCo units, although additional limited partner interests having special voting rights could be issued. See “—Issuance of Additional Partnership Interests.” Further, except as related to certain amendments that would have a material adverse effect on the rights or preferences of the NEP OpCo non-voting common units in relation to other classes of limited partnership interests,

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holders of NEP OpCo non-voting common units generally do not have voting rights under the NEP OpCo partnership agreement.

Any notice, demand, request, report or proxy materials required or permitted to be given or made to record holders of common units under NEP OpCo’s partnership agreement will be delivered to the record holder by NEP OpCo or by the transfer agent.

Issuance of Additional Partnership Interests

NEP OpCo’s partnership agreement authorizes NEP OpCo to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by its general partner without the approval of holders of NEP OpCo’s common units.

Under Delaware law and the provisions of NEP OpCo’s partnership agreement, NEP OpCo may also issue additional series or classes of limited partner interests that may have rights or preferences which differ from the terms of NEP OpCo’s common units. NEP OpCo’s partnership agreement does not prohibit the issuance by its subsidiaries of equity interests, which may effectively rank senior to NEP OpCo common units.

At any time when NEP issues additional common units, non-voting common units, Series A preferred units or Series A parity securities, NEP OpCo will issue an equivalent number of corresponding units to NEP. In addition, at any time when NEP issues other classes or series of partnership interests, we expect that NEP OpCo will issue an equivalent number of such other classes or series of partnership interests to NEP. As a result, if NEP issues additional securities to fund acquisitions or for other purposes, we expect that NEP OpCo will be required to issue a like amount of additional securities to NEP, which may dilute the value of the interests of the then-existing holders of NEP OpCo’s common units in NEP OpCo’s net assets.

OpCo Class B Units

On April 29, 2015, NEP OpCo made an equity method investment in the McCoy and Adelanto solar projects. In connection with this investment, NEP OpCo issued the OpCo Class B Units to NEE Equity for approximately 50% of the ownership interests in three solar projects. NEE Equity, as holder of the OpCo Class B units, retains 100% of the economic rights in the projects to which the respective OpCo Class B units relate, including the right to all distributions paid to NEP OpCo by the project subsidiaries that own the projects. See “Provisions of the Partnership Agreements and Other Arrangements Relating to Cash Distributions.”

In the event of a liquidation of NEP OpCo, the holders of the OpCo Class B units will be entitled to receive as a preferential distribution any and all proceeds from any sale or disposition of the applicable projects. So long as any OpCo Class B units remain outstanding, NEP OpCo is not permitted to issue or sell any additional units of the same class or any other interests in or rights to the contributed projects. In addition, so long as any OpCo Class B units remain outstanding, NEP OpCo cannot amend its partnership agreement in any manner that would adversely affect the designations, preferences, rights, powers and duties of the holders of OpCo Class B units.

OpCo Class P Units

On December 27, 2023, NEP OpCo issued the OpCo Class P Units to NEE Equity. The OpCo Class P Units provide that NEP OpCo GP may, if approved by the affirmative vote or written consent of the limited partners holding OpCo Class P Units (each, a “Class P Limited Partner”) holding at least a majority of the outstanding OpCo Class P Units (“Class P Majority Approval”), allocate, for any taxable period, up to 100% of any items of income or gain (or any portion thereof) resulting from any Class P Transaction (as defined below) in respect of the OpCo Class P Units to the Class P Limited Partners, pro rata. A “Class P Transaction” means any (a) sale, transfer, or other disposition of assets of NEP OpCo or its subsidiaries that (1) are or previously have been held directly or indirectly by an entity that is a first-tier holding company for a convertible equity portfolio financing or (2) are described on an annex to the NEP OpCo Partnership Agreement, which annex may be amended at any time and from time to time by NEP OpCo GP, but only if approved by Class P Majority Approval, or (b) extinguishment or other termination of any financial instruments or liabilities of NEP OpCo or its subsidiaries. In any taxable period that begins at least five years after the taxable period for which any allocations are made pursuant to the foregoing (a “Class P Offset Period”), the Class P Limited Partners may, but only if approved by, and in such time and such manner as determined by, Class P Majority Approval, be specially allocated up to 100% (or such lesser portion as

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may be determined by Class P Majority Approval) of any items of loss or deduction in respect of the OpCo Class P Units until the cumulative amount allocated pursuant to this sentence is equal to the aggregate amount of income or gain allocated to Class P Limited Partners pursuant to the foregoing in such earlier tax period. The Class P Limited Partners shall deliver notice to NEP OpCo GP of any Class P Majority Approval of any such special allocation of items of loss or deduction in respect of the OpCo Class P Units pursuant to the immediately preceding sentence during any Class P Offset Period within 150 days after the close of the applicable tax year to which such special allocation relates.

NEE Equity, as holder of the OpCo Class P Units, is not entitled to receive any distributions of available cash or any other distributions of assets or property of NEP OpCo with respect to these units, other than in connection with a liquidation of NEP OpCo as specified in the NEP OpCo LP Agreement. Unless approved by NEP OpCo GP and NEE Equity, NEP OpCo is not authorized to issue additional OpCo Class P Units. The OpCo Class P Units are non-transferable, other than these units may be transferable to any affiliate of NEE Equity. The OpCo Class P Units have no NEP OpCo voting rights other than customary limited voting rights as specified in the NEP OpCo LP Agreement. In the event of a liquidation of NEP OpCo, the sole right of the holder of the OpCo Class P Units would be to receive payment as specified in the NEP OpCo LP Agreement.

Transfer of Common Units

By transfer of common units in accordance with NEP OpCo’s partnership agreement, each transferee of common units will be admitted as a limited partner with respect to NEP OpCo common units transferred when such transfer or admission is reflected in NEP OpCo’s register and such limited partner becomes the record holder of NEP OpCo common units so transferred. Each transferee:

•    will become bound and will be deemed to have agreed to be bound by the terms of NEP OpCo’s partnership agreement;

•    will be deemed to represent that the transferee has the capacity, power and authority to enter into NEP OpCo’s partnership agreement; and

•    will be deemed to make any consents, acknowledgements or waivers contained in NEP OpCo’s partnership agreement.

NEP OpCo is entitled to treat the nominee holder of a common unit as the absolute owner in the event such nominee is the record holder of such common unit. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Common units are securities and are transferable according to the laws governing transfer of securities. Until a common unit has been transferred on NEP OpCo’s register, NEP OpCo and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

Amendment of NEP OpCo’s Partnership Agreement

General

Amendments to NEP OpCo’s partnership agreement may be proposed only by NextEra Energy Partners GP, Inc. (“NEP GP”), the general partner of NEP. However, other than the implied contractual covenant of good faith and fair dealing, NEP GP has no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to NEP OpCo or the limited partners, including any duty to act in the best interests of NEP OpCo or the limited partners. In order to adopt a proposed amendment, other than the amendments described below, NEP OpCo GP is required to seek written approval of the holders of the number of units and other interests, if any, required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.

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Prohibited Amendments

No amendment may be made that would:

•    enlarge the obligations of any limited partner without its consent, unless the amendment is deemed to have occurred as a result of an amendment approved by at least a majority of the type or class of limited partner interests so affected; or

•    enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by NEP OpCo to NEP OpCo GP or any of its affiliates without NEP OpCo GP’s consent, which consent may be given or withheld at its option.

The provisions of NEP OpCo’s partnership agreement preventing these types of amendments can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class (including units owned by NEP OpCo GP and its affiliates).

No Unitholder Approval

NEP GP may generally make amendments to NEP OpCo’s partnership agreement without the approval of any limited partner to reflect:

•    a change in NEP OpCo’s name, the location of NEP OpCo’s principal office, its registered agent or its registered office;

•    the admission, substitution, withdrawal or removal of partners in accordance with the NEP OpCo partnership agreement;

•    a change that NEP GP determines to be necessary or appropriate to qualify or continue NEP OpCo’s qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that none of NEP OpCo’s subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;

•    any amendment that is necessary, in the opinion of NEP OpCo’s counsel, to prevent NEP OpCo or its general partner or NEP GP or its directors, officers, agents or trustees from, in any manner, being subjected to the provisions of the Investment Company Act, the Advisors Act, or “plan asset” regulations adopted under ERISA regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;

•    any amendment that NEP GP determines to be necessary or appropriate for the authorization or issuance of additional partnership interests or in connection with splits or combinations of NEP OpCo’s partnership interests in accordance with NEP OpCo’s partnership agreement;

•    any amendment expressly permitted in NEP OpCo’s partnership agreement to be made by NEP GP acting alone;

•    any amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of NEP OpCo’s partnership agreement;

•    any amendment that NEP GP determines to be necessary or appropriate to reflect and account for the formation by NEP OpCo of, or NEP OpCo’s investment in, any corporation, partnership or other entity, in connection with NEP OpCo’s conduct of activities permitted by its partnership agreement;

•    any change in NEP OpCo’s fiscal year or taxable year and any other changes that NEP GP determines to be necessary or appropriate as a result of such change;

•    any conversions into, mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the conversion, merger or conveyance other than those it receives by way of the conversion, merger or conveyance; or

•    any other amendments substantially similar to any of the matters described in the clauses above.

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In addition, NEP GP may make amendments to NEP OpCo’s partnership agreement without the approval of any limited partner if NEP GP determines that those amendments:

•    do not adversely affect in any material respect the limited partners considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests;

•    are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; or

•    are required to effect the intent of the provisions of NEP OpCo’s partnership agreement or are otherwise contemplated by the NEP OpCo partnership agreement.

Further, NEP GP, without the approval of any partner of NEP OpCo, may amend any provision of NEP OpCo’s partnership agreement in such manner as NEP’s board of directors determines to be necessary or appropriate to prevent the consolidation of the financial results of NEP OpCo and its subsidiaries with those of NEE and its subsidiaries (other than with us and our subsidiaries) under U.S. GAAP, so long as such amendment is not materially adverse to NEP OpCo or any class of NEP OpCo’s unitholders.

NEP GP, without the approval of any other partner of NEP OpCo, may, in its sole discretion, amend any provision of the NEP OpCo partnership agreement in connection with such changes to the ownership structure of NEP OpCo’s common units held by NEP OpCo GP or its affiliates as may be required to avoid adverse tax consequences resulting from changes to tax laws, so long as such amendment is not materially adverse to NEP OpCo or any class of NEP OpCo’s unitholders.

Opinion of Counsel and Unitholder Approval

For amendments of the type not requiring unitholder approval, NEP OpCo will not be required to obtain an opinion of counsel to the effect that an amendment will not affect the limited liability of any limited partner under Delaware law. No other amendments to the NEP OpCo partnership agreement will become effective without the approval of holders of at least 90% of the outstanding units voting as a single class unless NEP OpCo first obtains such an opinion.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to other classes of partnership interests requires the approval of at least a majority of the type or class of partnership interests so affected. Any amendment that would reduce the percentage of units required to take any action, other than to remove NEP OpCo GP or call a meeting of unitholders, must be approved by the affirmative vote of limited partners whose aggregate outstanding units (excluding non-voting common units) constitute not less than the percentage sought to be reduced. Any amendment that would increase the percentage of units required to remove NEP OpCo GP must be approved by the affirmative vote of limited partners whose aggregate outstanding units (excluding non-voting common units) constitute not less than 90% of the outstanding units (excluding non-voting common units). Any amendment that would increase the percentage of units required to call a meeting of unitholders must be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute at least a majority of the outstanding units (excluding non-voting common units).

Merger, Consolidation, Conversion, Sale or Other Disposition of Assets

A merger, consolidation or conversion of NEP OpCo requires the prior consent of our general partner, which consent may be granted or withheld in its sole discretion, and the prior consent of NEP OpCo GP. However, our general partner and NEP OpCo GP have no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any duty or obligation whatsoever to NEP OpCo or the limited partners, including any duty to act in the best interests of NEP OpCo or the limited partners.

In addition, the NEP OpCo partnership agreement generally prohibits NEP OpCo GP without the prior approval of NEP GP and the holders of a unit majority, from causing NEP OpCo to, among other things, sell, exchange or otherwise dispose of all or substantially all of NEP OpCo’s assets in a single transaction or a series of related transactions. The general partner may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of NEP OpCo’s assets without such approval. NEP OpCo GP may also sell any or all of NEP

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OpCo’s assets under a foreclosure or other realization upon those encumbrances without that approval. Finally, NEP GP and NEP OpCo GP may consummate any merger or consolidation of NEP OpCo with another limited liability entity without the prior approval of NEP OpCo’s unitholders if NEP OpCo is the surviving entity in the transaction, NEP OpCo GP has received an opinion of counsel regarding limited liability, the transaction would not result in an amendment to the NEP OpCo partnership agreement requiring unitholder approval, each of NEP OpCo’s units will be an identical unit of the partnership following the transaction, and the partnership interests to be issued by NEP OpCo in such merger do not exceed 20% of NEP OpCo’s outstanding partnership interests immediately prior to the transaction.

If the conditions specified in the NEP OpCo partnership agreement are satisfied, our general partner and NEP OpCo GP may convert NEP OpCo or any of its subsidiaries into a new limited liability entity or merge NEP OpCo or any of its subsidiaries into, or convey all of NEP OpCo’s assets to, a newly formed entity if the sole purpose of that conversion, merger or conveyance is to effect a mere change in NEP OpCo’s legal form into another limited liability entity, the general partner of NEP OpCo has received an opinion of counsel regarding limited liability and NEP OpCo GP determines that the governing instruments of the new entity provide the limited partners and NEP OpCo GP with the same rights and obligations as contained in the NEP OpCo partnership agreement. The unitholders are not entitled to dissenters’ rights of appraisal under the NEP OpCo partnership agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of NEP OpCo’s assets or any other similar transaction or event.

Termination and Dissolution

NEP OpCo will continue as a limited partnership until dissolved and terminated under the NEP OpCo partnership agreement. NEP OpCo will dissolve upon:

•    the election of NEP OpCo GP to dissolve it, if approved by the holders of units representing a unit majority and our general partner;

•    there being no limited partners, unless NEP OpCo is continued without dissolution in accordance with applicable Delaware law;

•    the entry of a decree of judicial dissolution of NEP OpCo’s partnership; or

•    the withdrawal or removal of NEP OpCo GP or any other event that results in its ceasing to be NEP OpCo GP, other than by reason of a transfer of its general partner interest in accordance with the NEP OpCo partnership agreement or withdrawal or removal followed by approval and admission of a successor.

Upon a dissolution under the last clause above, the holders of a unit majority may also elect, within specific time limitations, to continue NEP OpCo’s business on the same terms and conditions described in NEP OpCo’s partnership agreement by appointing as a successor general partner an entity approved by the holders of units representing a unit majority, subject to NEP OpCo’s receipt of an opinion of counsel to the effect that the action would not result in the loss of limited liability of any limited partner.

Liquidation and Distribution of Proceeds

Upon NEP OpCo’s dissolution, unless it is continued as a new limited partnership, the liquidator authorized to wind up NEP OpCo’s affairs will, acting with all of the powers of NEP OpCo GP that are necessary or appropriate, liquidate NEP OpCo’s assets and apply the proceeds of the liquidation as described in “Provisions of the Partnership Agreements and Other Arrangements Relating to Cash Distributions—Provisions of the NEP OpCo Partnership Agreement Relating to Cash Distributions—Distributions of Cash Upon Liquidation” and “Issuance of Additional Partnership Interests—OpCo Class B units.” The liquidator may defer liquidation or distribution of NEP OpCo’s assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to NEP OpCo’s partners.

Withdrawal or Removal of the General Partner

NEP OpCo GP may voluntarily withdraw as general partner of NEP OpCo without first obtaining approval of any unitholder by giving 90 days’ written notice that such withdrawal will not violate NEP OpCo’s partnership

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agreement. Upon voluntary withdrawal of NEP OpCo GP by giving written notice to the other partners, the holders of a unit majority may select a successor, which shall be approved by our general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability cannot be obtained, NEP OpCo will be dissolved, wound up and liquidated, unless, within a specified period after that withdrawal, the holders of a unit majority agree to continue NEP OpCo’s business by appointing a successor general partner. See “—Termination and Dissolution.”

NEP OpCo GP may not be removed unless our general partner is removed as our general partner. If our general partner is removed as general partner by unitholders, NEP OpCo GP will also be removed as general partner of NEP OpCo. Any removal of NEP OpCo GP is also subject to the approval of a successor general partner by the vote of the holders of a unit majority.

Transfer of General Partner Units

NEP OpCo GP and its affiliates may at any time transfer NEP OpCo’s general partner units to one or more persons without unitholder approval, although such transfer requires the consent of our general partner.

Transfer of Ownership Interests in the General Partner

At any time, NEE and its affiliates, including us, may sell or transfer all or part of their direct or indirect interest in NEP OpCo GP without the approval of NEP OpCo’s unitholders.

Status as Limited Partner

By transfer of common units in accordance with NEP OpCo’s partnership agreement, each transferee of common units will be admitted as a limited partner with respect to NEP OpCo common units transferred when such transfer and admission is reflected in NEP OpCo’s register.

Indemnification

Under its partnership agreement, in most circumstances, NEP OpCo will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

•    NEP OpCo GP;

•    any departing general partner;

•    any person who is or was an affiliate of a general partner or any departing general partner;

•    any person who is or was a director, officer, managing member, manager, general partner, fiduciary or trustee of NEP OpCo, any of NEP OpCo’s subsidiaries or any entity set forth in the preceding three bullet points;

•    any person who is or was serving as director, officer, managing member, manager, general partner, fiduciary or trustee of another person owing certain duties to NEP OpCo or any of its subsidiaries at the request of NEP OpCo GP or any departing general partner or any of their affiliates; and

•    any person designated by NEP OpCo GP.

Any indemnification under these provisions will only be out of NEP OpCo’s assets. Unless it otherwise agrees, NEP OpCo GP will not be personally liable for NEP OpCo’s indemnification obligations, or have any obligation to contribute or lend funds or assets to NEP OpCo to enable it to effectuate indemnification.

Reimbursement of Expenses

NEP OpCo’s partnership agreement requires NEP OpCo to reimburse NEP OpCo GP for all direct and indirect expenses it incurs or payments it makes on NEP OpCo’s behalf or otherwise incurred by NEP OpCo GP in connection with operating NEP OpCo’s business.

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Books and Reports

NEP OpCo GP is required to keep appropriate books of NEP OpCo’s business at NEP OpCo’s principal offices. The books will be maintained for financial reporting purposes on an accrual basis. For tax and fiscal reporting purposes, NEP OpCo’s fiscal year is the calendar year.

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EX-10.4(B)

Exhibit 10.4(b)

EXECUTION COPY

NEXTERA ENERGY OPERATING PARTNERS, LP

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC

700 Universe Boulevard

Juno Beach, Florida 33408

SECOND LETTER AMENDMENT AGREEMENT

Dated as of January 18, 2024

Bank of America, N.A.

as Administrative Agent and Collateral Agent,

under the Credit Agreement (as defined below)

Re:    Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among NextEra Energy US Partners Holdings, LLC (the “Borrower”), NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) (the “Credit Agreement”).

To Whom It May Concern:

This second letter amendment agreement (this “Amendment”) confirms that the Loan Parties, Agents and the Lenders have agreed to amend the Credit Agreement as hereinafter specified. Any capitalized terms appearing but not otherwise defined in this Amendment shall have the meanings specified for those terms in the Credit Agreement.

A.Amendments.

(a)    Section 1.01 of the Credit Agreement is hereby retroactively amended, effective as of December 31, 2023, to amend or add, as the case may be, the following defined terms, each of which shall read in its entirety as follows:

“Borrower Leverage Ratio” means, as of any date of determination, the ratio of (a) Borrower Net Funded Debt as of such date to (b) Adjusted Covenant Cash Flow of the Borrower for the most recently completed Measurement Period.

“Borrower Net Funded Debt” means, as of any date of determination, (a) Borrower Funded Debt (including, without duplication any amounts deemed to be Borrower Funded Debt in accordance with the definition of “Pro Forma Effect”), minus (b) (i) an amount equal to the unrestricted cash and Cash Equivalents appearing on the consolidated balance sheet of Borrower and its Subsidiaries (not including any cash or Cash Equivalents of the Project Companies, but including any cash and Cash Equivalents subject to a Lien in favor of the Collateral Agent), and (ii) any cash that has been swept by NEER pursuant to the Cash Sweep and Credit Support Agreement (so long as no Loan Party has determined or asserted in writing

that any event or circumstance referenced in Section 7.2.1 thereof has occurred, unless such event or circumstance has been cured), but in each case of (i) and (ii) only to the extent that such cash and Cash Equivalents (A) represent the net cash proceeds of asset dispositions, cash raised in the capital markets, proceeds of equity contributions, and proceeds of Funded Debt of the Project Companies that have been distributed to the Loan Parties, (B) are to be used to refinance existing indebtedness of, or to finance Qualifying Projects or an acquisition by, the Borrower or its Subsidiaries, and (C) are used for the purposes set forth in clause (B) above within twelve months after the end of the fiscal quarter in which such cash and Cash Equivalents first appear on the consolidated balance sheet of the Borrower and its Subsidiaries.

“Capex Completion Percentage” means a percentage (of up to 100%) equal to (a) the amount of construction and acquisition costs and expenses incurred in respect of a Qualifying Project (as of the end of such Measurement Period), divided by (b) as set forth as item 2 in the Certificate in the form of Exhibit H delivered in respect of such Qualifying Project, the total budgeted construction and acquisition costs and expenses necessary to achieve Commercial Operation Date for such Qualifying Project.

“Covenant Cash” means, without duplication, (a) internally generated cash and Cash Equivalents distributed by the Project Companies and the Borrower, directly or indirectly, to OpCo or the Borrower, as applicable, in respect of the Equity Interests of the Project Companies and the Borrower owned, directly or indirectly, by OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or the Borrower for capital expenditures or for operational purposes, by OpCo or any of its Subsidiaries in a Project Company or the Borrower), excluding (i) the proceeds of any extraordinary receipts, including cash payments or proceeds received (A) from any Disposition by OpCo or any of its Subsidiaries, (B) under any casualty insurance policy in respect of a covered loss thereunder or (C) as a result of the taking of any assets of OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking and (ii) any cash that is derived from (A) cash grants and similar items to the Project Companies and the Borrower, (B) any incurrence of Funded Debt by the Project Companies and the Borrower, (C) any issuance of Equity Interests by the Project Companies and the Borrower or (D) any capital contribution to the Project Companies and the Borrower, and (b) cash proceeds of tax or similar credits (including by sale or other transfer of tax credits) generated by the Projects, regardless of the Person to which such proceeds are initially paid, so long as such proceeds are ultimately received (in the relevant Measurement Period) by OpCo or the Borrower, as applicable.

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“OpCo Leverage Ratio” means, as of any date of determination, the ratio of (a) OpCo Net Funded Debt as of such date to (b) Adjusted Covenant Cash Flow of OpCo for the most recently completed Measurement Period.

“OpCo Net Funded Debt” means, as of any date of determination, (a) OpCo Funded Debt (including, without duplication any amounts deemed to be OpCo Funded Debt in accordance with the definition of “Pro Forma Effect”), minus (b) (i) an amount equal to the unrestricted cash and Cash Equivalents appearing on the consolidated balance sheet of OpCo and its Subsidiaries (not including any cash or Cash Equivalents of the Project Companies, but including any cash and Cash Equivalents subject to a Lien in favor of the Collateral Agent), and (ii) any cash that has been swept by NEER pursuant to the Cash Sweep and Credit Support Agreement (so long as no Loan Party has determined or asserted in writing that any event or circumstance referenced in Section 7.2.1 thereof has occurred, unless such event or circumstance has been cured), but in each case of (i) and (ii) only to the extent that such cash and Cash Equivalents (A) represent the net cash proceeds of asset dispositions, cash raised in the capital markets, proceeds of equity contributions, and proceeds of Funded Debt of the Project Companies that have been distributed to the Loan Parties, (B) are to be used to refinance existing indebtedness of, or to finance Qualifying Projects or an acquisition by, OpCo or its Subsidiaries, and (C) are used for the purposes set forth in clause (B) above within twelve months after the end of the fiscal quarter in which such cash and Cash Equivalents first appear on the consolidated balance sheet of OpCo and its Subsidiaries.

(b)    Section 1.01 of the Credit Agreement is hereby amended, effective as of the date hereof, to delete from last proviso in the definition of “Obligations” the phrase “shall be limited to Obligations arising under this Agreement and the related Loan Documents and”.

(c)    Section 1.01 of the Credit Agreement is hereby retroactively amended, effective as of December 31, 2023, to amend the definition of “Pro Forma Effect” to delete subpart 1 therefrom and to insert in place thereof the following:

1.if, during any Measurement Period, any Loan Party disposes of any Equity Interests in a Project Company or OpCo or any of its Subsidiaries (including any Project Company) disposes of any property with a value in excess of US$5,000,000, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and shall assume that such disposition (and any associated prepayment of the Loans and/or receipt by the Loan Parties of cash or Cash Equivalents of proceeds of such disposition) occurred on, and any interest savings thereon accrued from and after, the first day of the Measurement Period in which such disposition first occurred (which, for avoidance of doubt, shall account, not only for the loss of revenues, if any, but as well for the

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expense savings expected to be realized), in each case as reasonably determined by the Loan Parties; and

(d)    Section 1.01 of the Credit Agreement is hereby retroactively amended, effective as of December 31, 2023, to amend the definition of “Pro Forma Effect” to delete subpart 2(b)(i) therefrom and to insert in place thereof the following:

(i)    for each Measurement Period that ends no more than fifteen (15) months prior to the anticipated Commercial Operation Date, and for the Measurement Period that ends immediately after the occurrence of the Commercial Operation Date, of any Qualifying Project, so long as no event or circumstance has occurred that would be expected to cause such construction, repowering or expansion to be abandoned or otherwise not substantially completed, an amount, determined on the basis of the information available to the Borrower and OpCo as of the end of the applicable Measurement Period, to be approved by the Agent (such approval not to be unreasonably conditioned, delayed or withheld) as the product of (A) the projected Covenant Cash Flow of OpCo and the Borrower and their respective Subsidiaries with respect to such Qualifying Project for the first four (4) full fiscal quarters to occur immediately after its Commercial Operation Date, times (B) the applicable Capex Completion Percentage, may, at the Loan Parties’ option, be added to actual Covenant Cash Flow for the relevant Measurement Period; provided that if the actual Commercial Operation Date for any Qualifying Project does not occur by the scheduled Commercial Operation Date for such Qualifying Project, then the foregoing amount shall be reduced, for fiscal quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or delay then estimated by the Loan Parties, whichever is longer): (i) 180 days or less, 0%, (ii) longer than 180 days, but not more than 270 days, 25%, (iii) longer than 270 days, but not more than 365 days, 50%, (iv) longer than 365 days, but not more than 450 days, 75%, and (v) longer than 450 days, 100%; provided, further, that the actual Covenant Cash Flow derived from the relevant Qualifying Project prior to the Commercial Operation Date for such Qualifying Project shall be disregarded for the purpose of determining compliance with the financial covenants contained in Section 6.13 for any such Measurement Period which includes the projected Covenant Cash Flow of such Qualifying Project under this subpart (i).

(e)    Section 6.13(a)(ii) of the Credit Agreement (OpCo Leverage Ratio) is hereby retroactively amended, effective as of December 31, 2023, to delete “5.5 to 1.0” therefrom and to insert in place thereof “5.75 to 1.0”.

(f)    Section 6.13(b)(ii) of the Credit Agreement (Borrower Leverage Ratio) is hereby retroactively amended, effective as of December 31, 2023, to delete “5.5 to 1.0” therefrom and to insert in place thereof “5.75 to 1.0”.

4

(g)    The Credit Agreement is hereby amended effective as of the date hereof, to replace Exhibit D (Form of Amended and Restated NEE Partners Guaranty) with Exhibit D to this Amendment. The NEE Partners Guaranty shall be amended and restated on the date hereof, to be in the form substantially set forth on Exhibit D hereto, to include all Obligations arising under any Secured Hedge Agreement.

(h)    The Credit Agreement is hereby retroactively amended, effective as of December 31, 2023, to replace Annex A to Exhibit G (form of Compliance Certificate) with Annex A to this Amendment.

(i)    The Credit Agreement is hereby retroactively amended, effective as of December 31, 2023, to replace Exhibit H (form of Qualifying Project Certificate) with Exhibit H to this Amendment.

B.    Bring-down of Representations. The Borrower hereby certifies that, as of the date hereof, after giving effect to this Amendment, (i) each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true and correct in all material respects, with the same effect as if made on the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects; and (ii) there exists no Default.

C.    Ratification of OpCo Guaranty. OpCo hereby ratifies, affirms and confirms each and every of its agreements, obligations and covenants contained in the Guaranty as if fully set forth herein, and agrees that the Guaranty is in full force and effect and that such obligations of OpCo extend without limitation to all of the Obligations of the Borrower under and pursuant to the Credit Agreement, as amended hereby, and each of the other Loan Documents.

D.    Effect on Original Terms. Each of the Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Credit Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

E.    Amendment Effective Date. Paragraphs (a), (c), (d), (f), (h) and (i) of Section A of this Amendment shall become effective as of December 31, 2023, and paragraphs (b) and (g) of Section A of this Amendment shall become effective as of the date hereof (provided, in each case,that each of the Loan Parties, the Agent and the Majority Lenders have executed and delivered this Amendment on or prior to January 18, 2024, and NEE Partners shall have executed and delivered the amended and restated NEE Partners

5

Guaranty in the form substantially set forth on Exhibit D hereto). On and after the effectiveness of Section A of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment shall be deemed to constitute a Loan Document.

F.    Execution and Delivery. This Amendment may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by emailed pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.

G.    Headings. The division into sections and other subdivisions of this Amendment and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amendment. Words in the singular include the plural and vice versa and words in one gender include all genders.

H.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signatures appear on following pages]

6

By signing this Amendment where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Amendment to the Credit Agreement as set forth above.

NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor

By:    NEXTERA ENERGY OPERATING     PARTNERS GP, LLC, its General Partner

By:    MICHAEL H. DUNNE        

    Name: Michael H. Dunne

    Title: Treasurer

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower

By:    MICHAEL H. DUNNE        

    Name: Michael H. Dunne

    Title: Treasurer

By executing this Amendment on behalf of the Borrower and Guarantor, the officer executing this Amendment certifies that the Amendment was executed by the Borrower and Guarantor outside of the State of Florida for delivery to the Agent or its counsel outside of the State of Florida.

[Signature Page to NEP Letter Amendment Agreement]

BANK OF AMERICA, N.A., as the Agent

By:    DEWAYNE D. ROSSE    

    Name: DeWayne D. Rosse

    Title: Assistant Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

BANK OF AMERICA, N.A.        

Type or Print Name of Lender

By: JACQUELINE G. MARGETIS_

    Name: Jacqueline G. Margetis

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Bank of Montreal,            

By: MICHAEL CUMMINGS    

    Name: Michael Cummings

    Title: Managing Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

BARCLAYS BANK PLC

By: SYDNEY G. DENNIS        

    Name: Sydney G. Dennis

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

BNP Paribas

By: FRANCIS DELANEY        

    Name: Francis Delaney

    Title: Managing Director

By: VICTOR PADILLA        

    Name: Victor Padilla

    Title: Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

CITIBANK, N.A.,

as Lender

By: AGHA MURTAZA        

    Name: Agha Murtaza

    Title: Managing Director / Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By: JULIEN TIZORIN        

    Name: Julien Tizorin

    Title: Managing Director

By: MICHAEL WILLIS        

    Name: Michael Willis

    Title: Managing Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Lender

By: JONATHAN LEE        

    Name: Jonathan Lee

    Title: Managing Director

[Signature Page to NEP Letter Amendment Agreement]

GOLDMAN SACHS BANK USA, as Lender

By: ANDREW B. VERNON

    Name: ANDREW VERNON

    Title: Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

HSBC BANK USA, NATIONAL ASSOCIATION

Type or Print Name of Lender

By: JESSICA SMITH    

    Name: Jessica Smith

    Title: Director

By: JESSICA SMITH    

    Name: Jessica Smith

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

JPMORGAN CHASE BANK, N.A.

By: SANTIAGO GASCON        

    Name: Santiago Gascon

    Title: Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

KeyBank National Association

By: BAHAR LOTFALIAN        

    Name: Bahar Lotfalian

    Title: Senior Vice President

By:

    Name:

    Title:

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Mizuho Bank, Ltd.

By: EDWARD SACKS    

    Name: Edward Sacks

    Title: Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

MORGAN STANLEY BANK, N.A., as a Lender

DocuSigned by:

By: RIKIN PANDYA    

8BCE2DB67BF84E1...

Name: Rikin Pandya

Title: Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

    MUFG BANK, LTD.        

Type or Print Name of Lender

By: RICKY VARGAS        

    Name: Ricky Vargas

    Title: Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

REGIONS BANK

By: TEDRICK TARVER        

    Name: Tedrick Tarver

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

ROYAL BANK OF CANADA

By: MEG DONNELLY    

    Name: Meg Donnelly

    Title: Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

SOCIÉTÉ GÉNÉRALE

DocuSigned by:

By: KIMBERLY METZGER

2E1B9F9B0DB94BB...

    Name: Kimberly Metzger

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

SUMITOMO MITSUI BANKING CORPORATION

By: ALKESH NANAVATY    

    Name: Alkesh Nanavaty

    Title: Executive Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

TRUIST BANK, as Lender

By: CATHERINE STRICKLAND    

    Name: Catherine Strickland

    Title: Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

The Bank of Nova Scotia

By: DAVID DEWAR    

    Name: David Dewar

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

WELLS FARGO BANK, N.A.    

Type or Print Name of Lender

By: SHANNON CUNNINGHAM    

    Name: Shannon Cunningham

    Title: Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Banco Santander, S.A., New York Branch

Type or Print Name of Lender

By: ANDRES BARBOSA        

    Name: Andres Barbosa

    Title: Managing Director

By: RITA WALZ-CUCCIOLI    

    Name: Rita Walz-Cuccioli

    Title: Executive Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Canadian Imperial Bank of Commerce, New York Branch

Type or Print Name of Lender

By: AMIT VASANI        

    Name: Amit Vasani

    Title: Managing Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Commerzbank AG, New York Branch

By: MATTHEW WARD        

    Name: Matthew Ward

    Title: Managing Director

By: JEFF SULLIVAN        

    Name: Jeff Sullivan

    Title: Vice President

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

Intesa Sanpaolo S.p.A., New York Branch

By: JAVIER RICHARD COOK        

    Name: Javier Richard Cook

    Title: Managing Director

By: JENNIFER FELDMAN FACCIOLA

    Name: Jennifer Feldman Facciola

    Title: Business Director

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

National Australia Bank Limited

By: DANIEL DENEHAN        

    Name: Daniel Denehan

    Title: Associate Director

By:

    Name:

    Title:

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

THE TORONTO-DOMINION BANK,

NEW YORK BRANCH, as Lender

By: VIJAY PRASAD            

    Name: Vijay Prasad

    Title: Authorized Signatory

[Signature Page to NEP Letter Amendment Agreement]

Consent to the forgoing Amendment:

DNB Capital LLC            

Type or Print Name of Lender

By: ANDREA L OZBOLT        

    Name: Andrea L Ozbolt, SVP

    Title:

By: EINAR GULSTAD, SVP    

    Name: Einar Gulstad, SVP

    Title:

[Signature Page to NEP Letter Amendment Agreement]

ANNEX A to AMENDMENT

Form of Annex A to Compliance Certificate

Annex A

Financial Covenant	Minimum Requirement	Calculation	Result for the most recently completed Measurement Period (___/___/20___)
OpCo
Interest Coverage Ratio	Greater than or equal to 1.75 to 1.0	Distributions:	In compliance:
		Interest:
Leverage Ratio	Lower than or equal to 5.75 to 1.0	Net Debt*:	In compliance:
		Distributions:
Borrower
Interest Coverage Ratio	Greater than or equal to 1.75 to 1.0	Distributions:	In compliance:
		Interest:
Leverage Ratio	Lower than or equal to 5.75 to 1.0	Net Debt**:	In compliance:
		Distributions:

* OpCo Debt is calculated as follows:

OpCo Debt excludes $________ of Equity-Preferred Securities, of which $__________ is subordinated debt. 

OpCo Net Debt has been reduced by $_______ in respect of cash and Cash Equivalents, which  represent:

(i)Net cash proceeds of asset dispositions: $[___], with respect of [insert details].

(ii)Cash raised in the capital markets: $[___], with respect of [insert details].

(iii)Proceeds of equity contributions: $[___], with respect of [insert details].

(iv)Proceeds of Funded Debt of the Project Companies that have been distributed to the Loan Parties: $[___], with respect of [insert details].

(v)Cash to be used to refinance existing indebtedness of, or to finance Qualifying Projects or an acquisition by, OpCo or its Subsidiaries: $[___], of which $[___] is with respect of [insert details], etc.

** Borrower Debt is calculated as follows:

Borrower Debt excludes $________ of Equity-Preferred Securities, of which $__________ is subordinated debt. 

Borrower Net Debt has been reduced by $_______ in respect of cash and Cash Equivalents, which  represent:

(i)Net cash proceeds of asset dispositions: $[___], with respect of [insert details].

(ii)Cash raised in the capital markets: $[___], with respect of [insert details].

(iii)Proceeds of equity contributions: $[___], with respect of [insert details].

(iv)Proceeds of Funded Debt of the Project Companies that have been distributed to the Loan Parties: $[___], with respect of [insert details].

(v)Cash to be used to refinance existing indebtedness of, or to finance Qualifying Projects or an acquisition by, the Borrower or its Subsidiaries: $[___], of which $[___] is with respect of [insert details], etc.

For the purposes of the foregoing, Covenant Cash Flow for the Measurement Period for which this Certificate is provided is adjusted for the Pro Forma Effect of Covenant Cash Flow attributable to the following Qualifying Project[s], in each case, as more fully described as follows:

[Include explanation of adjustment to Covenant Cash Flow
and the factors taken into account in determining such adjustment (including updated Capex Completion Percentage for relevant Measurement Period)]

EX-10.4(C)

Exhibit 10.4(c)

Execution Version

NEXTERA ENERGY OPERATING PARTNERS, LP

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC

700 Universe Boulevard

Juno Beach, Florida 33408

REQUEST FOR EXTENSION

Dated as of February 8, 2024

Bank of America, N.A.

as Administrative Agent and Collateral Agent

Loan Servicing
Building C, 2380 Performance Drive
TX2-984-03-23
Richardson, TX 75082
Attention: Tracina Jones

Re:    Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among NextEra Energy US Partners Holdings, LLC (the “Borrower”), NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) (as amended, the “Credit Agreement”).

To Whom It May Concern:

This request for extension (this “Extension Request”) is made pursuant to Section 2.11(a) of the Credit Agreement. Any capitalized terms appearing but not otherwise defined in this Extension Request shall have the meanings specified for those terms in the Credit Agreement.

A.Extension Notice, Request and Consent.

(a)    Pursuant to the provisions of Section 2.11(a) of the Credit Agreement, each of the Loan Parties hereby requests that each Lender listed under Part A of Schedule I to the Credit Agreement, effective as of February 8, 2024, extend its respective Commitment Termination Date to February 8, 2029.

(b)    The Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, for the purposes of this particular request for extension only, the Consent Date shall be the date hereof, and this Extension Request shall constitute Notice provided to the Agent in accordance with Section 2.11(a) of the Credit Agreement.

(c)     Each Lender so indicating on its signature page to this Extension Request (each an “Extending Lender”) agrees to extend the Commitment Termination Date with

respect to its Commitment to February 8, 2029 or to such other date specified on its signature page to this Extension Request. By execution of this Extension Request, each Extending Lender agrees to waive the requirements of Section 2.11 solely to the extent that such Section requires notices to be received and delivered within specified times. This agreement to extend the Commitment Termination Date is subject in all respects to the terms of the Credit Agreement and is irrevocable.

(d)    Notwithstanding any provision hereof, of the Credit Agreement or any other Loan Document to the contrary, any Lender that is presently a party to the Credit Agreement or, subsequent to the date hereof, becomes a Lender under the Credit Agreement by virtue of an assignment from another Lender, may, by written notice to the Agent elect to extend the Commitment Termination Date with respect to its Commitment to February 8, 2029. In such event, the Agent shall be authorized and directed to make the necessary updates to the Register.

B.Effect on Original Terms. The Borrower, the Agent, the Lenders and the Issuing Banks hereby acknowledge and agree that, except as expressly set forth in this Extension Request, all terms of the Credit Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Extension Request shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

C.Extension Effective Date. This Extension Request shall become effective as of February 8, 2024; provided, that (i) on or prior to such date, (A) the Borrower and the Agent have executed this Extension Request, (B) Lenders having Commitments equal to more than 50% of the Commitments outstanding immediately prior to such date have executed and delivered this Extension Request, and (C) the Borrower shall have paid all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent), and the up-front fees then payable to the Extending Lenders, and (ii) the Borrower shall have satisfied the conditions set forth in Section 7.01(c), (d) and(f)of the Credit Agreement and delivered the certificate described in Section 2.11(b) orSection 2.11(d), as applicable, of the Credit Agreement on such date. This Extension Request shall be deemed to constitute a Loan Document.

D.Execution and Delivery. This Extension Request may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension Request by emailed pdf. file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.

E.Headings. The division into sections and other subdivisions of this Extension Request and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Extension Request. Words in the singular include the plural and vice versa and words in one gender include all genders.

2

F.Governing Law. This Extension Request shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signatures appear on following pages]

3

By signing this Extension Request where indicated below, each of the Loan Parties, the Lenders and the Agent is confirming its acceptance of the terms of this Extension Request as set forth above.

NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor

By:    NEXTERA ENERGY OPERATING     PARTNERS GP, LLC, its General Partner

By:    MICHAEL H. DUNNE        

    Name: Michael H. Dunne

    Title: Treasurer

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower

By:    MICHAEL H. DUNNE        

    Name: Michael H. Dunne

    Title: Treasurer

By executing this Amendment on behalf o f the Borrower and Guarantor, the officer executing this Amendment certifies that the Amendment was executed by the Borrower and Guarantor outside of the State of Florida for delivery to the Agent or its counsel outside of the State of Florida.

[NEP – Extension of Credit Agreement – Signature Page]

BANK OF AMERICA, N.A., as the Agent

By:    DEWAYNE D. ROSSE    

    Name: DeWayne D. Rosse

    Title: Assistant Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

BANK OF AMERICA, N.A.        

Type or Print Name of Lender

By: JACQUELINE G. MARGETIS

    Name: Jacqueline G. Margetis

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Bank of Montreal,

By: MICHAEL CUMMINGS    

    Name: Michael Cummings

    Title: Managing Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

BARCLAYS BANK PLC

By: SYDNEY G. DENNIS        

    Name: Sydney G. Dennis

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

BNP Paribas

By: FRANCIS DELANEY        

    Name: Francis DELANEY

    Title: Managing Director

By: VICTOR PADILLA        

    Name: Victor PADILLA

    Title: Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

CITIBANK, N.A.,

as Lender

By: AGHA MURTAZA        

    Name: Agha Murtaza

    Title: Managing Director / Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By: JULIEN TIZORIN        

    Name: Julien Tizorin

    Title: Managing Director

By: MICHAEL WILLIS        

    Name: Michael Willis

    Title: Managing Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Lender

By: JONATHAN LEE        

    Name: Jonathan Lee

    Title: Managing Director

[NEP – Extension of Credit Agreement – Signature Page]

GOLDMAN SACHS BANK USA, as Lender

By: ANDREW B. VERNON        

Name: Andrew B. Vernon

Title: Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

HSBC BANK USA, NATIONAL ASSOCIATION

Type or Print Name of Lender

By: JESSICA SMITH        

    Name: Jessica Smith

    Title: Director

By: JESSICA SMITH        

    Name: Jessica Smith

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

JPMORGAN CHASE BANK, N.A.

By: SANTIAGO GASCON        

    Name: Santiago Gascon

    Title: Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

KeyBank National Association

By: BAHAR LOTFALIAN        

    Name: Bahar Lotfalian

    Title: Senior Vice President

By:

    Name:

    Title:

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Mizuho Bank, Ltd.

By: EDWARD SACKS        

    Name: Edward Sacks

    Title: Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

MORGAN STANLEY BANK, N.A.

By: MICHAEL KING        

    Name: Michael King

    Title: Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

    MUFG BANK, LTD.        

Type or Print Name of Lender

By: RICKY VARGAS        

    Name: Ricky Vargas

    Title: Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

REGIONS BANK

By: TEDRICK TARVER        

    Name: Tedrick Tarver

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

ROYAL BANK OF CANADA    

By: MEG DONNELLY        

    Name: Meg Donnelly

    Title: Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

SOCIÉTÉ GÉNÉRALE

DocuSigned by:

By: KIMBERLY METZEGER        

2F1B9F9B0DB94BB

    Name: Kimberly Metzger

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

SUMITOMO MITSUI BANKING CORPORATION

By: ALKESH NANAVATY        

    Name: Alkesh Nanavaty

    Title: Executive Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

TRUIST BANK, as Lender

By: CATHERINE STRICKLAND        

    Name: Catherine Strickland

    Title: Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

The Bank of Nova Scotia

By: DAVID DEWAR        

    Name: David Dewar

    Title: Director

By:

    Name:

    Title:

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Wells Fargo Bank, N.A.                        

Type or Print Name of Lender

By: SHANNON CUNNINGHAM        

    Name: Shannon Cunningham

    Title: Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Banco Santander, S.A., New York Branch

Type or Print Name of Lender

By: ANDRES BARBOSA        

    Name: Andres Barbosa

    Title: Managing Director

By: RITA WALZ-CUCCIOLI    

    Name: Rita Walz-Cuccioli

    Title: Executive Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Canadian Imperial Bank of Commerce, New York Branch

Type or Print Name of Lender

By: AMIT VASANI            

    Name: Amit Vasani

    Title: Managing Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Commerzbank AG, New York Branch

By: MATTHEW WARD        

    Name: Matthew Ward

    Title: Managing Director

By: JEFF SULLIVAN        

    Name: Jeff Sullivan

    Title: Vice President

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

Intesa Sanpaolo S.p.A., New York Branch

By: JAVIER RICHARD COOK        

    Name: Javier Richard Cook

    Title: Managing Director

By: JENNIFER FELDMAN FACCIOLA    

    Name: Jennifer Feldman Facciola

    Title: Business Director

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

National Australia Bank Limited                        

By: DANIEL DENEHAN        

    Name: Daniel Denehan

    Title: Associate Director

By:

    Name:

    Title:

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

THE TORONTO-DOMINION BANK,

NEW YORK BRANCH, as Lender

By: VIJAY PRASAD        

    Name: Vijay Prasad

    Title: Authorized Signatory

[NEP – Extension of Credit Agreement – Signature Page]

Consent to extend its Commitment Termination Date:

DNB Capital LLC                

Type or Print Name of Lender

By: ANDREA L. OZBOLT        

    Name: Andrea L. Ozbolt, SVP

    Title:

By: EINAR GULSTAD            

    Name: Einar Gulstad, SVP

    Title:

[NEP – Extension of Credit Agreement – Signature Page]

EX-10.5

Exhibit 10.5

THIRD AMENDED AND RESTATED NEE PARTNERS GUARANTY

THIS THIRD AMENDED AND RESTATED GUARANTY, dated as of January 18, 2024 (as the same may be modified or amended from time to time, this “Guaranty”), is made by NEXTERA ENERGY PARTNERS, LP, a Delaware limited partnership (the “Guarantor”), in favor of BANK OF AMERICA, N.A., as Collateral Agent for the Secured Parties under the Second Amended and Restated Credit Agreement defined below (in such capacity, the “Guaranteed Party”).

PRELIMINARY STATEMENTS:

1.NextEra Energy US Partners Holdings, LLC (the “Borrower”), NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with the Borrower, the “LoanParties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) are parties to that Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, pursuant to which the lenders parties thereto agreed to make loans to the Borrower and to provide for the issuance of letters of credit for the account of the Borrower in the maximum aggregate principal amount of TWO BILLION FIVE HUNDRED MILLION AND NO/100 UNITED STATES DOLLARS (US$2,500,000,000) (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Amended and Restated Credit Agreement”) (capitalized terms used herein and not defined herein shall have the meanings given such terms in the Second Amended and Restated Credit Agreement);

2.The Guarantor and the Guaranteed Party are party to that certain Second Amended and Restated Guaranty, dated as of May 27, 2022 (the “Existing Guaranty”) pursuant to which the Guarantor guaranteed certain obligations arising under the Second Amended and Restated Credit Agreement;

3.As of the date of this Guaranty, the Borrower, OpCo, Agent and the lenders party thereto have entered into that certain Second Letter Amendment Agreement to Second Amended and Restated Credit Agreement (the “Amendment”);

4.In consideration for the agreement of the Lenders to enter in the Amendment, the Guarantor and Guaranteed Party have agreed that the Existing Guaranty will be amended and restated in its entirety by this Guaranty;

5.The execution and delivery by the Guarantor of this Guaranty is a condition precedent to the effectiveness of the Amendment; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees with and in favor of the Guaranteed Party to amend and restate the Existing Guaranty to read in its entirety as follows:

ARTICLE IGUARANTEE OF OBLIGATIONS

Section 1.01. Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Loan Party to the Secured Parties, and whether arising under the Second Amended and Restated Credit Agreement or under any other Loan Document or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof); providedthat, for purposes of this Guaranty only, “Obligations” shall be limited to Obligations arising under the Second Amended and Restated Credit Agreement and the related Loan Documents and any Secured Hedge Agreement but shall not include any Obligations arising under any Additional Senior Debt Agreement, any Secured Cash Management Agreement or in respect of any Additional Senior Debt. The Agents’ books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Section 1.02. Rights of Secured Parties. The Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Agents, the Issuing Banks and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.

Section 1.03. Certain Waivers. The Guarantor waives (a) any defense arising by reason of any disability or other defense of any Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of any Loan Party; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of any Loan Party; (c) the benefit of any statute of limitations

affecting the Guarantor’s liability hereunder; (d) any right to proceed against any Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (h) any defense relating to the amendment or waiver of the term of any guaranteed Obligation; and (i) any defense arising under any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed Obligation. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Section 1.04. Obligations Independent. The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against the Guarantor to enforce this Guaranty whether or not any Loan Party or any other person or entity is joined as a party.

Section 1.05. Subrogation. The Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured.

Section 1.06. Termination, Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and all Commitments are terminated, and (b) the delivery by OpCo to the Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Second Amended and Restated Credit Agreement (the earlier to occur of (a) or (b) being referred to herein as the “Termination Date”). Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Loan Party or the Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.

Section 1.07. Subordination. The Guarantor hereby subordinates the payment of all obligations and indebtedness of the other Loan Parties owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Loan Parties to the Guarantor as subrogee of the Secured Parties or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Loan Parties to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty.

Section 1.08. Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against the Guarantor or any Loan Party under any debtor relief laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Secured Parties.

Section 1.09. Condition of Loan Parties. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Loan Party and any other guarantor such information concerning the financial condition, business and operations of such Loan Party and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and the Guarantor is not relying on the Secured Parties at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition of any Loan Party or any other guarantor (the Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

ARTICLE II

NOTICES

All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed by registered or certified mail, postage prepaid, or telecopied (including email) or delivered to the Guarantor, the Guaranteed Party and the Loan Parties at their respective address set forth below:

If to the Guarantor:

    NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408-0428
Attention: Treasurer
Telephone No.: (561) 691-6257
E-mail: michael.dunne@nexteraenergy.com

If to the Guaranteed Party:

Bank of America, N.A., as Collateral Agent
Agency Management
1950 N Stemmons FWY

TX1-160-06-02

Dallas, TX 75207

Attention: DeWayne Rosse

Telephone: 214-209-0529
E-Mail: DeWayne.D.Rosse@BofA.com

or, as to any such party, at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Article II. All such notices, requests, demands and other communications shall be deemed to have been duly given or made, in the case of telecopied (including email) or delivered notice, when telecopied (or emailed) or actually delivered, or, in the case of registered or certified mail, on the third business day after the day on which mailed.

ARTICLE III

COLLECTION COSTS

The Guarantor shall be liable to the Guaranteed Party for, and shall pay to the Guaranteed Party on demand, all reasonable and documented costs (including, without limitation, reasonable and documented outside attorney’s fees and expenses) incurred by the Guaranteed Party in enforcing performance of or collecting any payments due under this Guaranty.

ARTICLE IV

COVENANT

Until the Termination Date, the Guarantor shall not create any Subsidiaries that are not also Subsidiaries of OpCo.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01. Partnership Existence and Business. The Guarantor is a limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary to execute, deliver and perform this Guaranty.

Section 5.02. Authorization. The execution, delivery and performance of this Guaranty and the transactions contemplated hereby (i) are within the corporate or other authority of the Guarantor, (ii) have been duly authorized by all necessary corporate or other organizational proceedings, (iii) do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the Guarantor is subject or any material judgment, order, writ, injunction, license or permit applicable to the Guarantor, except where any such conflict, breach, or contravention would not have a material adverse effect on (A) the financial position or results of operation of the Guarantor and its Subsidiaries, taken as a whole or (B) the Guarantor’s ability to perform its obligations under this Guaranty, and (iv) do not conflict with any provision of the corporate charter or bylaws of, or any material agreement or other material instrument binding upon, the Guarantor. This Guaranty has been duly executed and delivered by the Guarantor.

Section 5.03. Enforceability. The execution and delivery by the Guarantor of this Guaranty will result in valid and legally binding obligations of the Guarantor, enforceable against it in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies generally and general principles of equity.

Section 5.04. Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Guarantor of this Guaranty or (b) the exercise by the Guaranteed Party of its rights under this Guaranty.

Section 5.05. No Legal Bar. The execution, delivery and performance by the Guarantor of this Guaranty and the making by the Guarantor of any payments hereunder will not violate any applicable Law or any material contractual obligation of the Guarantor and will not result in, or require, the creation or imposition of any Lien on any of the properties or revenues of the Guarantor pursuant to any applicable Law or any such contractual obligation except, in each case, where such violation, creation or imposition could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

Section 5.06. No Proceeding or Litigation. There is no litigation or other legal proceeding pending, or, to the knowledge of the Guarantor, threatened against the Guarantor or any of its Subsidiaries that is reasonably likely to be determined adversely to the Guarantor or any of its Subsidiaries, and if determined adversely to the Guarantor or any of its Subsidiaries would reasonably be expected to result, in the failure of the Guarantor to comply with the provisions of this Guaranty or to materially impair the Guarantor’s right to carry on its business substantially as now conducted by it. There is no litigation or other legal proceedings pending, or, to the knowledge of the Guarantor, threatened against the Guarantor that if determined adversely to the Guarantor could reasonably be expected to question the validity of this Guaranty or any actions taken or to be taken pursuant hereto.

Section 5.07. Compliance With Other Instruments, Laws, Etc. The Guarantor is not in violation of any provision of its charter documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any material decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that would have a material adverse effect on (i) the financial position or results of operation of the Guarantor and its Subsidiaries, taken as a whole, or (ii) the Guarantor’s ability to perform its obligations under this Guaranty.

Section 5.08. Independent Analysis. The Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty.

ARTICLE VI

ASSIGNMENT AND TRANSFER

This Guaranty shall be binding upon the Guarantor and the Guarantor’s successors and permitted assigns and shall inure to the benefit of and be enforceable by the Guaranteed Party and its successors and permitted assigns; provided that neither the Guaranteed Party nor the Guarantor may assign or grant participations in all or any part of the Obligations guaranteed hereby or this Guaranty without the prior written consent of the other party; provided further that, notwithstanding the foregoing provision to the contrary, the Guaranteed Party may assign its rights under this Guaranty to any Guaranteed Party or any Collateral Agent which succeeds the Guaranteed Party in such capacity pursuant to the provisions of the Second Amended and Restated Credit Agreement or to any Person in connection with the exercise by the Collateral Agent of its rights or remedies under the Loan Documents, and the Guarantor agrees that (a) it will recognize the transferee or assignee as the beneficiary of this Guaranty for all purposes of this Guaranty and (b) it will perform all of its obligations under the Guarantee in accordance with the terms hereof for the benefit of such transferee or assignee.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Entire Agreement, Etc. This Guaranty constitutes the sole and entire agreement between the Guarantor and the Guaranteed Party with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, negotiations or correspondence between them with respect thereto, including, without limitation, any and all prior agreements executed by the Guarantor in favor of the Guaranteed Party with respect to any or all of the Obligations guaranteed hereby.

Section 7.02. Interpretation. Words importing the singular number hereunder shall include the plural number and vice versa and any pronouns used herein shall be deemed to cover all genders. The term “person” as used herein means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated association, or government (or any agency or political subdivision thereof).

Section 7.03. Severability. Wherever possible, any provision in this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.04. Amendments, Waivers, Etc. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor therefrom, shall be effective or binding upon the Guaranteed Party unless the Guaranteed Party shall first have given written consent thereto. Any such amendment, waiver or consent which is so granted by the Guaranteed Party shall apply only to the specific occasion which is the subject of such amendment, waiver or consent and shall not apply to the occurrence of the same or any similar event on any future occasion. No failure on the part of the Guaranteed Party to exercise, and no delay by the Guaranteed Party in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right by the Guaranteed Party. No notice to or demand on the

Guarantor in any case by the Guaranteed Party hereunder shall entitle the Guarantor to any further notice or demand in any similar or other circumstances or constitute a waiver of the rights of the Guaranteed Party to take any other or future action in any circumstances without notice or demand. The remedies provided to the Guaranteed Party in this Guaranty are cumulative and not exclusive of any other remedies provided by Law.

Section 7.05. Electronic Execution; Electronic Records; Counterparts. This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Guarantor and the Guaranteed Party agrees that any Electronic Signature on or associated with this Agreement shall be valid and binding on such Person to the same extent as a manual, original signature, and that it will constitute the legal, valid and binding obligation of such Person enforceable against it in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. The Guaranteed Party may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. The Guaranteed Party and the Guarantor shall be entitled to rely on any such Electronic Signature purportedly given by other party without further verification and upon the request of any party hereto, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Section 7.06. Headings. All Section headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of the provisions of this Guaranty.

Section 7.07. Venue. The Guaranteed Party and the Guarantor agree that any legal action or proceeding by or against the Guarantor or with respect to or arising out of this Guaranty may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York, as the Guaranteed Party may elect. By execution and delivery of this Guaranty, the Guaranteed Party and the Guarantor accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guaranteed Party and the Guarantor irrevocably consent to the service of process out of any of the aforementioned courts in any manner permitted by Law. The Guaranteed Party and the Guarantor hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Guaranty brought before the foregoing courts on the basis of forum non-conveniens.

Section 7.08. Governing Law. This Guaranty and the rights and obligations of the Guaranteed Party and of the Guarantor shall be governed by and construed in accordance with the law of the State of New York without reference to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law).

Section 7.09. Termination. The Obligations of the Guarantor under this Guaranty shall terminate on the Termination Date.

Section 7.10. Second Amended and Restated Credit Agreement. The Guarantor has reviewed the terms and provisions of the Second Amended and Restated Credit Agreement and hereby consents to the terms of Section 2.13 of the Second Amended and Restated Credit Agreement and agrees, to the extent it may effectively do so under applicable law and subject to the provisions of Section 2.13 of the Second Amended and Restated Credit Agreement, that any

Lender acquiring a participation, pursuant to such arrangements may exercise against the Guarantor rights of setoff or counterclaim with regard to such participation as fully as if such Lender were a direct creditor of the Guarantor in the amount of such participation.

Section 7.11. Setoff. If an Event of Default shall have occurred and be continuing, each of the Lenders and their respective Affiliates is hereby authorized at any time and from time to time, subject to the provisions in Section 11.18 of the Second Amended and Restated Credit Agreement, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Guarantor, against any and all of the obligations of the Guarantor now or hereafter existing under this Guaranty irrespective of whether or not the Guaranteed Party shall have made any demand under this Guaranty and although such obligations of the Guarantor may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Lenders under this Section are in addition to other rights and remedies (including other rights of setoff) that the Guaranteed Party or the Lenders may have. By acceptance of the benefits of this Guaranty, each Lender agrees to notify the Guarantor promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 7.12. Ratification of Guaranty. (a) As of the date of this Guaranty, each reference in the Second Amended and Restated Credit Agreement and each of the other Loan Documents to “the NEE Partners Guaranty”, “thereunder”, “thereof” or words of similar import referring to this Guaranty shall mean and be a reference to this Guaranty as amended, amended and restated, supplemented or otherwise modified in accordance with the terms hereof.

    (b) The Guarantor hereby acknowledges and agrees that this Guaranty, as specifically amended, amended and restated, supplemented or otherwise modified herein or hereby, and each of the other Loan Documents, as amended, amended and restated, supplemented or otherwise modified, and the obligations of the Guarantor hereunder or thereunder, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Guaranty shall not operate as a waiver of any right, power or remedy of any Lender or the Agents under any of the Loan Documents. Without limiting the generality of the foregoing, the execution of this Guaranty shall not constitute a novation of the Existing Guaranty (as in effect prior to the date hereof) or the obligations of the Guarantor thereunder.    

[SIGNATURE APPEARS ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered by its duly authorized officer as of the date first above written.

NEXTERA ENERGY PARTNERS, LP, as Guarantor

By:    NEXTERA ENERGY PARTNERS GP, INC.

    its General Partner

By:    MICHAEL H. DUNNE    

    Name: Michael H. Dunne

    Title: Treasurer & Assistant Secretary

Agreed to and accepted by:

BANK OF AMERICA, N.A., as Guaranteed Party

By:    MICHELLE D. DIGGS    

    Name: Michelle D. Diggs

    Officer

EX-10.15

Exhibit 10.15

NEXTERA ENERGY PARTNERS, LP

COMPENSATION SUMMARY FOR INDEPENDENT NON-EMPLOYEE DIRECTOR OF

NEXTERA ENERGY PARTNERS, LP

(Effective January 1, 2024)

Annual Retainer     (payable quarterly)	$90,000
Committee Chair retainer (annual)     (payable quarterly)	$15,000
Annual grant of restricted common units      (under 2014 Long-Term Incentive Plan)	That number of common units determined by dividing $150,000 by closing price of NextEra Energy Partners, LP common units on effective date of grant (rounded up to the nearest 10 common units)
Miscellaneous	Travel and Accident Insurance (including spouse coverage)

EX-21

Exhibit 21

SUBSIDIARIES OF NEXTERA ENERGY PARTNERS, LP

NextEra Energy Partners, LP’s principal subsidiaries as of December 31, 2023 are listed below.

Subsidiary	Jurisdiction
NextEra Energy Operating Partners GP, LLC	Delaware
NextEra Energy Operating Partners, LP(a)	Delaware

____________________

(a)    Includes 194 subsidiaries that operate in the United States in the same line of business as NextEra Energy Operating Partners, LP.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-197468 on Form S-8 and Registration Statement Nos. 333-205486, 333-258200, 333-260664, 333-264336, 333-270508 and 333-275475 on Form S-3 of our reports dated February 20, 2024, relating to the consolidated financial statements of NextEra Energy Partners, LP and subsidiaries (NEP) and the effectiveness of NEP's internal control over financial reporting appearing in this Annual Report on Form 10-K of NEP for the year ended December 31, 2023.

Deloitte & Touche LLP

Boca Raton, Florida

February 20, 2024

EX-31.(A)

Exhibit 31(a)

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

I, John W. Ketchum, certify that:

1.I have reviewed this Form 10-K for the annual period ended December 31, 2023 of NextEra Energy Partners, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2024

JOHN W. KETCHUM

John W. Ketchum
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP

EX-31.(B)

Exhibit 31(b)

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

I, Terrell Kirk Crews II, certify that:

1.I have reviewed this Form 10-K for the annual period ended December 31, 2023 of NextEra Energy Partners, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2024

TERRELL KIRK CREWS II

Terrell Kirk Crews II
Chief Financial Officer
of NextEra Energy Partners, LP

EX-32

Exhibit 32

Section 1350 Certification

We, John W. Ketchum and Terrell Kirk Crews II, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Annual Report on Form 10-K of NextEra Energy Partners, LP (the registrant) for the annual period ended December 31, 2023 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated: February 20, 2024

JOHN W. KETCHUM

John W. Ketchum
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP

TERRELL KIRK CREWS II

Terrell Kirk Crews II
Chief Financial Officer
of NextEra Energy Partners, LP

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

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

EX-97

Exhibit 97

NEXTERA ENERGY PARTNERS, LP

INCENTIVE COMPENSATION RECOUPMENT POLICY

OVERVIEW

NextEra Energy Partners, LP (the “Company”) has adopted this Policy to provide for the recoupment, under the circumstances described below, of Incentive Compensation from current and former Executive Officers. This Policy shall be effective as of the date of adoption set forth below with respect to Incentive Compensation received on or after the effective date of Section 303.14 of the New York Stock Exchange Listed Company Manual.

SCOPE OF COVERAGE

“Executive Officer” shall mean any person who is or was an “executive officer” of the Company as defined in Rule 10D-1 under the Securities Exchange Act of 1934, as amended.

“Incentive Compensation” shall mean any compensation, including but not limited to long-term equity incentives under the NextEra Energy Partners, LP 2014 Long Term Incentive Plan, that was received on or after the effective date of Section 303.14 of the New York Stock Exchange Listed Company Manual, based in whole or in part upon the attainment of one or more Financial Reporting Measures.

“Financial Reporting Measure” shall mean (i) a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) a measure that is derived wholly or in part from such a measure, (iii) the Company’s stock price, or (iv) the Company’s total unitholder return.

“Recoupment Period” shall mean the three (3) completed fiscal year period immediately preceding the date a Triggering Event has occurred.

“Triggering Event” shall mean:

•a decision by the Audit Committee of the Board of Directors of the Company (the “Board”) that an accounting restatement of the Company’s previously published financial statements is required due to material non-compliance by the Company with any financial reporting requirement under the federal securities laws, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period or, if earlier, the date such a decision should have been made.

STATEMENT OF POLICY

Following a Triggering Event, the Company shall (to the extent permitted by applicable law) promptly recoup any Incentive Compensation received during the Recoupment Period by any individual who served as an Executive Officer at any time during the performance period applicable to such Incentive Compensation that was in excess of that which such Executive Officer would have received after giving effect, as applicable, to the accounting restatement associated with the Triggering Event. The Incentive Compensation to be recouped will be in an amount and form determined in the judgment of the Board in accordance with the applicable listing standards or policies of the national stock exchange upon which the Company’s units are listed. For these purposes, Incentive Compensation is deemed received in the fiscal period during which an applicable Financial Reporting measure is attained, even if the payment or delivery occurs after the end of that period.

Recoupment of Incentive Compensation pursuant to this Policy shall not in any way limit or affect the rights of the Company to pursue disciplinary, legal or other action or pursue any other remedies available to it. This Policy shall not replace, and shall be in addition to, any rights of the Company to recoup Incentive Compensation from its executive officers under applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002, or under any other Company recoupment policy, plan or agreement in effect from time to time.

The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Incentive Compensation that is recouped in accordance with this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy.

ADMINISTRATION

This Policy shall be administered by the Company’s Board of Directors. This Policy shall be interpreted and construed to comply with the clawback rules found in 17 C.F.R. §240.10D and the related listing rules of the New York Stock Exchange, Inc. To the extent this Policy is deemed non-compliant with such rule, this Policy shall be treated as retroactively amended to be complaint with such rules, provided that the interpretation and construction by the Board of Directors of any provision of this Policy shall be final, binding and conclusive.

Adopted: April 24, 2023; Revised October 23, 2023

XML

Cover - USD ($)

12 Months Ended

Dec. 31, 2023

Jan. 31, 2024

Jun. 30, 2023

Cover [Abstract]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 31, 2023

Current Fiscal Year End Date

--12-31

Document Transition Report

false

Entity File Number

1-36518

Entity Registrant Name

NEXTERA ENERGY PARTNERS, LP

Entity Tax Identification Number

30-0818558

Entity Address, Address Line One

700 Universe Boulevard

Entity Address, City or Town

Juno Beach

Entity Address, State or Province

FL

Entity Address, Postal Zip Code

33408

City Area Code

561

Local Phone Number

694-4000

Entity Incorporation, State or Country Code

DE

Title of 12(b) Security

Common units

Trading Symbol

NEP

Security Exchange Name

NYSE

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

Entity Shell Company

false

Entity Public Float

$ 5,330,331,140

Entity Common Stock, Shares Outstanding (in shares)

93,431,516

Amendment Flag

false

Document Fiscal Year Focus

2023

Document Fiscal Period Focus

FY

Entity Central Index Key

0001603145

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction [Flag]

false

Documents Incorporated by Reference

Portions of NextEra Energy Partners, LP's Proxy Statement for the 2024 Annual Meeting of Unitholders are incorporated by reference in Part III hereof.

XML

Audit Information	12 Months Ended
	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Boca Raton, Florida

XML

Consolidated Statements of Income - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING REVENUES
Revenues	[1]	$ 1,078	$ 969	$ 722
OPERATING EXPENSES
Operations and maintenance(b)	[2]	520	527	374
Depreciation and amortization		521	394	251
Taxes other than income taxes and other		65	40	28
Total operating expenses – net		1,106	961	653
GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET		0	36	(5)
OPERATING INCOME (LOSS)		(28)	44	64
OTHER INCOME (DEDUCTIONS)
Interest expense		(394)	848	50
Equity in earnings of equity method investees		152	177	158
Equity in earnings of non-economic ownership interests		4	56	27
Other – net		9	5	4
Total other income (deductions) – net		(229)	1,086	239
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		(257)	1,130	303
INCOME TAX EXPENSE (BENEFIT)		(25)	161	37
INCOME (LOSS) FROM CONTINUING OPERATIONS		(232)	969	266
Income from discontinuing operations		450	152	158
NET INCOME		218	1,121	424
Net Income (Loss) Attributable to Noncontrolling Interest		(18)	(644)	(287)
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP		$ 200	$ 477	$ 137
Continuing operation, basic(in usd per share)		$ 0.34	$ 5.24	$ 1.34
Discontinued operations, basic (in usd per share)		1.84	0.38	0.43
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - assuming dilution (usd per share)		$ 2.18	$ 5.62	$ 1.77

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

[2] Includes operations and maintenance (O&M) expenses related to renewable energy projects of approximately $430 million, $342 million and $207 million for 2023, 2022 and 2021, respectively. Includes O&M expenses related to the pipeline sold in 2022 of $1 million and $2 million for 2022 and 2021, respectively (see Note 2 – Disposal of Pipeline). Total O&M expenses presented includes related party amounts of approximately $133 million, $230 million and $174 million for 2023, 2022 and 2021, respectively.

XML

Consolidated Statements of Income (Parenthetical) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Revenues	[1]	$ 969	$ 722
Operations and maintenance related to renewable energy projects		342	207
Operations and maintenance related to Texas pipelines		1	2
Discontinued Operations
Income taxes from discontinued operations		10	11
Revenues		242	260
Related Party
Revenues		2	2
Operations and maintenance related party		230	174
Related Party | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Revenues		3	2
Related Party | Discontinued Operations
Revenues		23	40
Operations and maintenance related party		$ 33	$ 40

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
NET INCOME	$ 218	$ 1,121	$ 424
OTHER COMPREHENSIVE INCOME, NET OF TAX
Other comprehensive income related to equity method investee (net of $0 tax expense, $0 tax expense and $0 tax benefit, respectively)	2	2	2
Other Comprehensive Income (Loss), Net of Tax, Total	2	2	2
COMPREHENSIVE INCOME	220	1,123	426
Comprehensive income attributable to noncontrolling interests	(20)	(645)	(290)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$ 200	$ 478	$ 136

XML

Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Equity method investee, tax	$ 0	$ 0	$ 0

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 274	$ 226
Accounts receivable	114	117
Other receivables	64	41
Inventory	82	49
Assets held for sale	0	95
Other	107	207
Total current assets	2,216	1,862
Other assets:
Property, plant and equipment – net	14,837	14,191
Goodwill	833	812
Investments in equity method investees	1,853	1,875
Assets held for sale	0	1,408
Other	785	894
Total other assets	20,295	21,190
TOTAL ASSETS	22,511	23,052
Current liabilities:
Accounts payable and accrued expenses	72	867
Current portion of long-term debt	1,348	38
Accrued interest	38	28
Accrued property taxes	43	23
Liabilities associated with assets held for sale	0	21
Other	83	262
Total current liabilities	1,671	1,326
Other liabilities and deferred credits:
Long-term debt	4,941	5,250
Asset retirement obligations	331	299
Liabilities associated with assets held for sale	0	3
Other	248	195
Total other liabilities and deferred credits	6,783	6,954
TOTAL LIABILITIES	8,454	8,280
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS	0	101
EQUITY
Common units (93.4 and 86.5 units issued and outstanding, respectively)	3,576	3,332
Accumulated other comprehensive loss	(7)	(7)
Noncontrolling interests	10,488	11,346
TOTAL EQUITY	14,057	14,671
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	22,511	23,052
Power Purchase Agreements [Member]
Other liabilities and deferred credits:
Intangible liabilities – PPAs – net	1,210	1,153
Related Party
Current assets:
Due from related parties	1,575	1,127
Current liabilities:
Due to related parties	87	87
Other liabilities and deferred credits:
Due to related parties	53	54
Power Purchase Agreements [Member]
Other assets:
Intangible assets	$ 1,987	$ 2,010

XML

Consolidated Balance Sheets (Parenthetical) - shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Units Issued	93,400,000	86,500,000
Common Units Outstanding	93,400,000	86,500,000

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 218	$ 1,121	$ 424
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	553	430	288
Intangible amortization – PPAs	82	143	117
Change in value of derivative contracts	284	(1,034)	(189)
Deferred income taxes	34	171	46
Equity in earnings of equity method investees, net of distributions received	32	3	21
Equity in earnings of non-economic ownership interests, net of distributions received	(4)	(50)	(21)
Losses (gains) on disposal of businesses/assets – net	(375)	(36)	5
Other – net	20	10	11
Changes in operating assets and liabilities:
Current assets	(34)	(43)	(6)
Noncurrent assets	(81)	(2)	(7)
Current liabilities	(14)	63	(10)
Noncurrent liabilities	16	0	(2)
Net cash provided by operating activities	731	776	677
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of membership interests in subsidiaries – net	(661)	(989)	(2,352)
Capital expenditures and other investments	(1,269)	(1,351)	(113)
Proceeds from CITCs	0	0	75
Proceeds from sale of a business	1,885	204	0
Payments to related parties under CSCS agreement – net	(1,213)	(240)	(47)
Distributions from equity method investee	0	15	1
Distributions from non-economic ownership interests	0	0	90
Reimbursements from related parties for capital expenditures	1,063	1,161	15
Other – net	1	6	30
Net cash used in investing activities	(194)	(1,194)	(2,301)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net	315	147	50
Issuances of long-term debt, including premiums and discounts	2,362	1,505	2,880
Retirements of long-term debt	(1,523)	(1,544)	(1,159)
Debt issuance costs	(12)	(17)	(12)
Capped call transaction	0	(31)	(31)
Partner contributions	0	2	2
Partner distributions	(741)	(636)	(619)
Proceeds on sale of Class B noncontrolling interests – net	177	1,115	893
Payments to Class B noncontrolling interest investors	(146)	(163)	(80)
Buyout of Class B noncontrolling interest investors	(972)	0	(265)
Proceeds on sale of differential membership interests	92	101	48
Proceeds from differential membership investors	153	137	74
Payments to differential membership investors	(225)	(36)	(35)
Change in amounts due to related parties	(2)	(18)	(13)
Payment of CITC obligation to third party	0	0	(65)
Other – net	(5)	(11)	(5)
Net cash provided by (used in) financing activities	(527)	551	1,663
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	10	133	39
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR	284	151	112
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR	294	284	151
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	250	154	126
Cash paid (received) for income taxes – net	(1)	0	2
Change in noncash investments in equity method investees – net	(9)	(1)	127
Accrued property additions	$ 77	$ 846	$ 971

XML

Consolidated Statements of Changes in Equity - USD ($) $ in Millions		Total	Cumulative Effect, Period of Adoption, Adjustment	Noncontrolling Class B Interests [Member]	Capital Units [Member]	Capital Units, Amount [Member]	Capital Units, Amount [Member] Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interests	Non-controlling Interests Cumulative Effect, Period of Adoption, Adjustment	Non-controlling Interests Noncontrolling Class B Interests [Member]	Redeemable Non-controlling Interests	Excluding Non-Redeemable Non-Controlling Interests
Beginning balance, units outstanding at Dec. 31, 2020					75,900,000
Beginning Balance at Dec. 31, 2020		$ 7,707				$ 2,362		$ (8)	$ 5,353			$ 0
Increase (Decrease) in Partners' Capital [Roll Forward]
Issuance of units, in units	[1]				700,000
Issuance of units - net	[1]	56				56
Acquisition of subsidiaries with noncontrolling interests		2,494							2,494			321
Capped call transaction		(31)				(31)
Related party note receivable		2							2
NET INCOME		424				137			287
Other comprehensive income		2						0	2
Distributions, primarily to related parties		(424)							(424)
Changes in non-economic ownership interests		127							127
Sale of differential membership interest		48				0			48
Other differential membership investment activity		39							39
Sale of Class B noncontrolling interests – net		890				(3)			893
Payments to Class B noncontrolling interest investors				$ (80)							$ (80)
Distributions to unitholders	[2]	(198)				(198)
Exercise of Class B noncontrolling interest buyout right, in units	[3]				7,300,000
Buyout of Class B noncontrolling interest investors	[3]	(160)				719			(879)
Other – net		(2)				0			(2)
Ending balance, units outstanding at Dec. 31, 2021					83,900,000
Ending Balance at Dec. 31, 2021		10,838	$ (56)			2,985	$ (57)	(8)	7,861	$ 1		321
Increase (Decrease) in Partners' Capital [Roll Forward]
Issuance of units, in units	[1],[4]				2,600,000
Issuance of units - net	[1],[4]	179				179
Acquisition of subsidiaries with differential membership interests		2,012							2,012
Capped call transaction		(31)				(31)
Related party note receivable		2							2
NET INCOME		1,121				477			635			9	$ 1,112
Other comprehensive income		2						1	1
Distributions, primarily to related parties		(382)							(382)
Changes in non-economic ownership interests		1							1
Sale of differential membership interest		0				0			0			101
Other differential membership investment activity		243				(21)			264			(330)
Sale of Class B noncontrolling interests – net		1,112				(3)			1,115
Payments to Class B noncontrolling interest investors				(163)							(163)
Distributions to unitholders	[2]	$ (254)				(254)
Ending balance, units outstanding at Dec. 31, 2022		86,500,000			86,500,000
Ending Balance at Dec. 31, 2022		$ 14,671				3,332		(7)	11,346			101
Increase (Decrease) in Partners' Capital [Roll Forward]
Issuance of units, in units	[1],[4]				6,900,000
Issuance of units - net	[1],[4]	367				367
Acquisition of subsidiaries with differential membership interests		165							165
Acquisition of subsidiaries with noncontrolling interests		72							72
NET INCOME		218				200			14			4	$ 214
Other comprehensive income		2						1	1
Distributions, primarily to related parties		(432)							(432)
Changes in non-economic ownership interests		11							11
Other differential membership investment activity		315				0			315			(105)
Sale of Class B noncontrolling interests – net		176				(1)			177
Payments to Class B noncontrolling interest investors				$ (146)							$ (146)
Distributions to unitholders	[2]	(309)				(309)
Buyout of Class B noncontrolling interest investors		(972)							(972)
Sale Of Subsidiary With Noncontrolling Ownership Interest		(80)							(80)
Other – net		$ 3				(13)		(1)	17
Ending balance, units outstanding at Dec. 31, 2023		93,400,000			93,400,000
Ending Balance at Dec. 31, 2023		$ 14,057				$ 3,576		$ (7)	$ 10,488			$ 0

[1] See Note 14 – ATM Program for further discussion. Includes deferred tax impact of approximately $30 million, $18 million and $6 million in 2023, 2022 and 2021, respectively.

[2] Distributions per common unit were $3.3765, $2.9900 and $2.6000 for the years ended December 31, 2023, 2022 and 2021, respectively.

[3] Reflects the issuance of approximately 7.3 million NEP common units and recognition of a $105 million deferred tax asset in connection with the exercise of the Class B noncontrolling interest buyout right relating to NEP Renewables discussed in Note 14 – Class B Noncontrolling Interests.

[4] In 2023 and 2022, includes NEE Equity's exchange of NEP OpCo common units for NEP common units and includes deferred tax impact of approximately $20 million and $14 million, respectively. See Note 14 – Common Unit Issuances.

XML

Consolidated Statements of Changes in Equity (Parentheticals) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Issuance of units - net	[2]	$ 367	[1]	$ 179	[1]	$ 56
Deferred tax asset related to exercise of buyout right						105
Deferred Tax Assets, Tax Deferred Expense		$ 30		$ 18		$ 6
Common Unit [Member]
Distributions per unit (in dollars per unit)		$ 3.3765		$ 2.9900		$ 2.6000
Limited Partner [Member]
Issuance of units - net	[2]	$ 367	[1]	$ 179	[1]	$ 56
Limited Partner [Member] | Deferred Tax Asset [Member]
Issuance of units - net		$ 20		$ 14
Capital Units [Member]
Exercise of Class B noncontrolling interest buyout right, in units	[3]					7,300,000

[1] In 2023 and 2022, includes NEE Equity's exchange of NEP OpCo common units for NEP common units and includes deferred tax impact of approximately $20 million and $14 million, respectively. See Note 14 – Common Unit Issuances.

[2] See Note 14 – ATM Program for further discussion. Includes deferred tax impact of approximately $30 million, $18 million and $6 million in 2023, 2022 and 2021, respectively.

[3] Reflects the issuance of approximately 7.3 million NEP common units and recognition of a $105 million deferred tax asset in connection with the exercise of the Class B noncontrolling interest buyout right relating to NEP Renewables discussed in Note 14 – Class B Noncontrolling Interests.

XML

Organization and Nature of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

Organization and Nature of Business

NextEra Energy Partners, LP (NEP) was formed as a Delaware limited partnership on March 6, 2014 as an indirect wholly owned subsidiary of NextEra Energy, Inc. (NEE), a Florida corporation.

On July 1, 2014, NEP completed its initial public offering (IPO). NEP used the proceeds from the IPO to purchase common units of NextEra Energy Operating Partners, LP (NEP OpCo) from NextEra Energy Equity Partners, LP (NEE Equity), a Delaware limited partnership and an indirect wholly owned subsidiary of NEE, and to purchase NEP OpCo common units from NEP OpCo.

NEP OpCo is a limited partnership with a general partner and limited partners. NEP consolidates the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At December 31, 2023, NEP owned an approximately 48.6% limited partner interest in NEP OpCo's common units (limited partner interest in NEP OpCo) and NEE Equity owned a noncontrolling 51.4% limited partner interest in NEP OpCo.

NEP is a growth-oriented limited partnership with a strategy that emphasizes acquiring, managing and owning contracted clean energy assets with stable long-term cash flows with a focus on renewable energy projects. Through NEP OpCo, NEP owns, or has a partial ownership interest in, a portfolio of contracted renewable energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project acquired from NextEra Energy Resources, LLC (NEER) or from third parties, as well as an investment in natural gas pipeline assets located in Pennsylvania acquired from third parties. In December 2023, NEP sold its interests in natural gas pipeline assets located in Texas (Texas pipelines) (see Note 4).

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Summary of Significant Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting and Reporting Policies

Summary of Significant Accounting and Reporting Policies

Basis of Presentation – NEP’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.), or GAAP. The consolidated financial statements include NEP’s accounts and operations and those of its subsidiaries in which NEP has a controlling interest.

All intercompany transactions have been eliminated in consolidation. Certain amounts included in prior years' consolidated financial statements have been reclassified to conform to the current year's presentation, including presentation of discontinued operations as discussed in Note 4. The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Revenue Recognition – Revenue is generated primarily from various non-affiliated parties under long-term power purchase agreements (PPA) and natural gas transportation agreements. Revenue is recognized as energy and any related renewable energy attributes are delivered, which is when revenue is earned based on energy delivered at rates stipulated in the respective PPAs, or natural gas transportation services are performed. See Note 5.

Income Taxes – NEP recognizes in income its applicable ownership share of U.S. income taxes due to the disregarded tax status of substantially all of the projects under NEP OpCo. NEP is allocated its taxable income (loss) pursuant to the limited partnership agreement of NEP OpCo (NEP OpCo LP Agreement), for U.S. federal income tax purposes. Additionally, pursuant to the NEP OpCo LP Agreement, NextEra Energy Operating Partners GP, LLC, with the consent of NEE Equity, may allocate to NEE Equity, as holder of the Class P units, some or all of the current or future year taxable income or gain resulting from certain transactions for U.S. federal income tax purposes which would impact NEP's deferred taxes and would not impact NEP's total tax expense in the period the allocation is made. In any taxable period that begins at least five years after the taxable period for which any such allocation of taxable income or gain is made to NEE Equity, NEE Equity may approve the allocation of offsetting losses and deductions to NEE Equity with respect to such income or gain allocation as specified in the NEP OpCo LP Agreement.

Equity – Equity reflects the financial position of the parties with an ownership interest in the consolidated financial statements. NextEra Energy Partners GP, Inc. has a total equity interest in NEP of $10,000 at December 31, 2023 and 2022.

Limited partners' equity in common units at December 31, 2023 and 2022 reflects the investment of NEP common unitholders, changes to net income attributable to NEP, distributions of available cash to common unitholders and other contributions from or distributions to NEP common unitholders. Accumulated other comprehensive loss at December 31, 2023 and 2022 reflects other comprehensive income (loss) attributable to NEP.

Noncontrolling Interests – Noncontrolling interests represents the portion of net assets in consolidated entities that are not owned by NEP and are reported as a component of equity on NEP’s consolidated balance sheets. At December 31, 2023, noncontrolling interests on NEP's consolidated balance sheets primarily reflect NEE Equity's 51.4% noncontrolling interest in NEP OpCo and 50% interest in Star Moon Holdings, LLC (Star Moon Holdings), NEER's approximately 50% noncontrolling

ownership interest in Silver State South Solar, LLC (Silver State), NEER's 33% noncontrolling interest in Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings) and NEER's 51% noncontrolling interest in Emerald Breeze Holdings, LLC (Emerald Breeze) (see Note 3), the interests related to differential membership interests discussed below and the Class B noncontrolling membership interests discussed below. At December 31, 2022, noncontrolling interests on NEP's consolidated balance sheet also includes non-affiliated party's 10% interest in one of the Texas pipelines which was sold in December 2023 (see Note 4).

Certain indirect subsidiaries of NEP have sold noncontrolling Class B membership interests in entities that have ownership interests in 40 wind projects and eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility (differential membership interests) to third-party investors. Although the third-party investors own equity interests in the wind, solar and battery storage projects, NEP retains a controlling interest in the entities as of December 31, 2023 and therefore presents the differential membership interests as noncontrolling interests. NEP, through O&M and administrative services agreements (ASAs) with subsidiaries of NEER, operates and manages the wind, solar and battery storage projects, and consolidates the entities that directly and indirectly own the wind, solar and battery storage projects. The third-party investors are allocated earnings, tax attributes and cash flows in accordance with the respective limited liability company agreements. Those economics are allocated primarily to the third-party investors until they receive a targeted return (the flip date) and thereafter to NEP. NEP has the right to call the third-party interests at specified amounts if and when the flip date occurs. See Note 11.

Subsidiaries of NEP have sold Class B noncontrolling membership interests in NEP Renewables, LLC (NEP Renewables), NEP Renewables II, LLC (NEP Renewables II), NextEra Energy Partners Pipelines, LLC (NEP Pipelines), South Texas Midstream, LLC (STX Midstream), Genesis Solar Holdings, LLC (Genesis Holdings), NEP Renewables III, LLC (NEP Renewables III) and NEP Renewables IV, LLC (NEP Renewables IV) (collectively, Class B noncontrolling membership interests). In 2021, NEP exercised its buyout right for the Class B noncontrolling membership interests in NEP Renewables. In 2023, NEP exercised its buyout right for the Class B noncontrolling membership interests in STX Midstream and 15% of the Class B noncontrolling membership interests in NEP Renewables II. See Note 14 – Class B Noncontrolling Interests. The NEP subsidiaries selling the Class B noncontrolling membership interests retain controlling interests in the related entities as of December 31, 2023 and therefore NEP presents the Class B noncontrolling membership interests as noncontrolling interests.

For the differential membership interests and Class B noncontrolling membership interests, NEP has determined the allocation of economics between the controlling party and third-party investor should not follow the respective ownership percentages for each investment but rather the hypothetical liquidation of book value (HLBV) method based on the governing provisions in each respective limited liability company agreement. Under the HLBV method, the amounts of income and loss attributable to the noncontrolling interests reflects changes in the amount the owners would hypothetically receive at each balance sheet date under the respective liquidation provisions, assuming the net assets of these entities were liquidated at the recorded amounts, after taking into account any capital transactions, such as contributions and distributions, between the entities and the owners. At the point in time that the third party, in hypothetical liquidation, would achieve its targeted return, NEP attributes the additional hypothetical proceeds to the differential membership interests based on the call price.

For the noncontrolling interests, other than the differential membership interests and the Class B noncontrolling membership interests, net income (loss) is allocated based on the respective ownership percentages. Thus, the impact of the net income (loss) attributable to the Class B noncontrolling membership interests and the differential membership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to NEP based on their respective ownership percentage of NEP OpCo. Distributions related to the noncontrolling interests, other than the differential membership interests and Class B noncontrolling membership interests, are reflected as partner distributions in NEP's consolidated statements of cash flows. Details of the activity in noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 are below:

	Class B Noncontrolling Membership Interests		Differential Membership Interests		NEE's Indirect Noncontrolling Ownership Interests(a)		Other Noncontrolling Ownership Interests		Total Noncontrolling Interests
	(millions)
Balances, December 31, 2020	$	3,550	$	1,759	$	(14)	$	58	$	5,353
Sale of Class B noncontrolling interests – net	893		—		—		—		893
Acquisition of subsidiary with noncontrolling interests	—		1,618		25		851		2,494
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	298		(313)		269		33		287
Other comprehensive income	—		—		2		—		2
Distributions, primarily to related parties	—		—		(322)		(102)		(424)
Changes in non-economic ownership interests	—		—		—		127		127
Differential membership investment contributions, net of distributions	—		39		—		—		39
Payments to Class B noncontrolling interest investors	(80)		—		—		—		(80)
Sale of differential membership interest	—		48		—		—		48
Buyout of Class B noncontrolling interest investor	(879)		—		—		—		(879)
Other – net	1		(1)		—		(1)		(1)
Balances, December 31, 2021	3,783		3,150		(38)		966		7,861
Sale of Class B noncontrolling interests – net	1,115		—		—		—		1,115
Acquisition of subsidiaries with differential membership interests	—		1,494		—		—		1,494
Acquisition of subsidiaries with noncontrolling interests	—		—		518		—		518
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	296		(573)		788		124		635
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(346)		(36)		(382)
Changes in non-economic ownership interests	—		—		—		1		1
Differential membership investment contributions, net of distributions	—		101		—		—		101
Payments to Class B noncontrolling interest investors	(163)		—		—		—		(163)
Reclassification of redeemable noncontrolling interests	—		330		—		—		330
Reclassification to current other liabilities(b)	—		(142)		(25)		—		(167)
Other – net	—		(1)		(9)		10		—
Balances, December 31, 2022	5,031		4,359		891		1,065		11,346
Sale of Class B noncontrolling interests – net	177		—		—		—		177
Acquisition of subsidiaries with differential membership interests	—		165		—		—		165
Acquisition of subsidiary with noncontrolling interest	—		—		72		—		72
Net income (loss) attributable to noncontrolling interests	333		(696)		303		74		14
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(391)		(41)		(432)
Changes in non-economic ownership interests	—		—		—		11		11
Differential membership investment contributions, net of distributions	—		118		—		—		118
Payments to Class B noncontrolling interest investors	(146)		—		—		—		(146)
Sale of differential membership interests	—		92		—		—		92
Reclassification of redeemable noncontrolling interests	—		105		—		—		105
Buyout of Class B noncontrolling interest investors	(972)		—		—		—		(972)
Sale of subsidiary with noncontrolling interest	—		—		—		(80)		(80)
Other – net	(6)		—		23		—		17
Balances, December 31, 2023	$	4,417	$	4,143	$	899	$	1,029	$	10,488

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(a)    Primarily reflects NEE Equity's noncontrolling interest in NEP OpCo and NEER's noncontrolling interest in Silver State, Sunlight Renewables Holdings and Emerald Breeze.

(b)    In December 2022, NEP entered into agreements to acquire certain differential membership interests, which resulted in the reclassification of the remaining noncontrolling interests to current other liabilities.

Redeemable Noncontrolling Interests – In connection with the December 2021 acquisition from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $321 million relating to certain contingencies whereby NEP may

have been obligated to either redeem interests of third-party investors in certain projects or return proceeds to third-party investors in certain projects. As the contingencies were resolved during 2022, NEP reclassified the recorded amounts to noncontrolling interests.

Subsequent to the acquisition in December 2022 from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $101 million relating to certain contingencies whereby NEP may have been obligated to reacquire all or a portion of the third-party investor's interests in an under construction project. As the contingencies were resolved during 2023, NEP reclassified approximately $105 million of redeemable noncontrolling interests to noncontrolling interests.

Property, Plant and Equipment – net – Property, plant and equipment consists primarily of development, engineering and construction costs for the renewable energy assets, equipment, land, substations and transmission lines. Property, plant and equipment, excluding land and perpetual rights-of-way, is recorded at cost and depreciated on a straight-line basis over the estimated useful lives ranging from three to 39 years, commencing on the date the assets are placed in service or acquired (see Note 9). Maintenance and repairs of property, plant and equipment are charged to O&M expense as incurred.

Property, plant and equipment – net on NEP's consolidated balance sheets includes construction work in progress which reflects construction materials, other equipment, third-party engineering costs, capitalized interest and other costs directly associated with the development and construction of the various projects. Upon commencement of plant operations, costs associated with construction work in progress are transferred to the appropriate category in property, plant and equipment – net.

The American Recovery and Reinvestment Act of 2009, as amended, provided for an option to elect a cash grant (convertible investment tax credits) for certain renewable energy property. Convertible investment tax credits (CITCs) are recorded as a reduction in property, plant and equipment – net on NEP's consolidated balance sheets and are amortized as a corresponding reduction to depreciation expense over the estimated life of the related asset. At December 31, 2023 and 2022, CITCs, net of amortization, were approximately $431 million and $451 million, respectively.

Cash and Cash Equivalents – Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds such investments in money market funds.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are reported at the invoiced or estimated amount adjusted for any write-offs and any estimated allowance for doubtful accounts on NEP's consolidated balance sheets. The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. There was no allowance for doubtful accounts recorded at December 31, 2023 and 2022.

Restricted Cash – At December 31, 2023 and 2022, NEP had approximately $20 million and $49 million, respectively, of restricted cash included in current other assets on NEP's consolidated balance sheets. Restricted cash at December 31, 2023 and 2022 is primarily related to an operating cash reserve. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Concentration of Credit Risk – Financial instruments which potentially subject NEP to concentrations of credit risk consist primarily of accounts receivable and derivative instruments. Accounts receivable are comprised primarily of amounts due from various non-affiliated parties who are counterparties to the PPAs or natural gas transportation agreements. The majority of NEP's counterparties are in the energy industry, and this concentration may impact the overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, industry or other conditions. If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on NEP’s consolidated results of operations and financial condition. Substantially all amounts due from such counterparties at December 31, 2023 have been collected.

During 2023, NEP derived approximately 14% of its consolidated revenue from its contracts with Pacific Gas and Electric Company. During 2023, NEP also derived approximately 11% of its consolidated revenue from its contracts with Mex Gas Supply S.L., which related to the Texas pipelines and is included in income from discontinued operations on the consolidated statements of income (see Note 4).

Inventories – Spare parts inventories are carried at the lower of weighted-average cost and net realizable value.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets – Long-lived assets that are held and used and finite-lived intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the asset exceeds the asset's fair value. In most instances, the fair value is determined by discounting estimated future cash flows using an appropriate interest rate. During the years ended December 31, 2023 and 2022, no impairment adjustments were necessary.

Purchase Accounting – For projects acquired, NEP allocates the cost of the acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Goodwill acquired in connection with business acquisitions represents the excess of consideration over the fair value of net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired and evaluating the fair value of liabilities assumed. See Note 3.

Goodwill – Goodwill is assessed for impairment at least annually by applying a fair value-based analysis. NEP completed the annual impairment test for goodwill using an assessment date of October 1 and determined, based on the results, that no goodwill impairment charge was required. NEP will continue to monitor its goodwill carrying value for future impairments.

Intangible Asset – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible asset – PPAs primarily related to acquisitions in 2018, 2019, 2020 and acquisitions discussed in Note 3. Intangible asset – PPAs are amortized into operating revenues on a straight-line basis over the remaining contract terms of the related PPAs, which approximates the period giving rise to the value. At December 31, 2023 and 2022, accumulated amortization related to the intangible asset – PPAs was approximately $617 million and $454 million, respectively. Amortization expense for intangible assets – PPAs was approximately $163 million, $160 million and $117 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is expected to be approximately $167 million in years 2024 through 2028.

Intangible Liabilities – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible liabilities – PPAs primarily related to acquisitions from NEER discussed in Note 3 and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the PPAs, which approximates the period giving rise to the value. At December 31, 2023 and 2022, accumulated amortization related to the intangible liabilities – PPAs was approximately $97 million and $17 million, respectively. Amortization expense for intangible liabilities – PPAs was approximately $82 million and $17 million for the years ended December 31, 2023 and 2022, respectively, and is expected to be approximately $87 million in the years 2024 through 2028.

Assets Held for Sale and Discontinued Operations – Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from NEP's Board of Directors, commits to a plan to sell and sale is expected to be completed within one year. Assets and liabilities held for sale are recorded at the lower of their carrying value or their estimated fair value less cost to sell. If the disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets held for sale criteria and also represents a strategic shift that will have a major effect on the entity's operations and financial results is also reflected as discontinued operations in the statements of income and prior periods are recast to reflect the earnings or losses from such business as income from discontinued operations, net of tax expense. See Note 4.

Derivative Instruments and Hedging Activities – Derivative instruments, when required to be marked to market, are recorded on NEP’s consolidated balance sheets as either an asset or a liability measured at fair value. See Note 6.

Fair Value Measurements – NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical or comparable assets and liabilities for those assets and liabilities that are measured on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. See Note 6.

Long-term Debt Costs – NEP recognizes interest expense using the effective interest method over the life of the related debt. Certain of NEP’s debt obligations include escalating interest rates that are incorporated into the effective interest rate for the related debt. Deferred interest includes interest expense recognized in excess of the interest payments accrued for the related debt’s stated interest payments and is recorded in other liabilities on NEP’s consolidated balance sheets. Debt issuance costs include fees and costs incurred to obtain long-term debt and are amortized over the life of the related debt using the effective interest rate established at debt issuance. NEP incurred approximately $10 million and $13 million of debt issuance costs during the years ended December 31, 2023 and 2022, respectively. The amortization of debt issuance costs totaled approximately $17 million, $13 million and $11 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in NEP’s consolidated statements of income. See Note 13.

Asset Retirement Obligations – Asset retirement obligations are those for which a legal obligation exists under laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing or method of settlement may be conditioned on a future event.

NEP accounts for asset retirement obligations and conditional asset retirement obligations (collectively, AROs) under accounting guidance that requires a liability for the fair value of an ARO to be recognized in the period in which it is incurred if it can be

reasonably estimated, with the offsetting associated asset retirement costs capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the asset’s estimated useful life. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense, which is included in depreciation and amortization expense in NEP’s consolidated statements of income. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted.

NEP recorded accretion expense of approximately $15 million, $12 million and $7 million in the years ended December 31, 2023, 2022 and 2021, respectively. Additional AROs were established amounting to approximately $19 million and $37 million in the years ended December 31, 2023 and 2022, respectively, related to the acquisitions in those periods (see Note 3). Additionally, NEP recorded a reduction of AROs of approximately $6 million in 2023 and additional AROs of $8 million in 2022, for revisions in estimated cash flows due to revised cost estimates.

Investments in Unconsolidated Entities – NEP accounts for the investments in its unconsolidated entities under the equity method. NEP’s share of earnings (losses) in the unconsolidated entities is included in equity in earnings of equity method investees and equity in earnings (losses) of non-economic ownership interests in NEP's consolidated statements of income. NEP records losses of the unconsolidated entities only to the extent of its investment unless there is an obligation to provide further financial support for the investee. All equity in earnings (losses) of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. See Note 10 and Note 11. NEP evaluates its equity method investments for impairment when events or changes in circumstances indicate that the fair value of the investment is less than the carrying value and the investment may be other-than-temporarily impaired. An impairment loss is required to be recognized if the impairment is deemed to be other than temporary. Investments that are other-than-temporarily impaired are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value.

Variable Interest Entities (VIEs) – An entity is considered to be a VIE when its total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, or its equity investors, as a group, lack the characteristics of having a controlling financial interest. A reporting company is required to consolidate a VIE as its primary beneficiary when it has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. NEP evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 11.

Leases – NEP determines if an arrangement is a lease at inception. NEP recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. For sales-type leases, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on fixed payments under the contract and the residual value of the asset being leased. NEP has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for substantially all classes of underlying assets except for purchase power agreements. ROU assets are included primarily in noncurrent other assets, lease liabilities are included in current and noncurrent other liabilities and net investments in sales-type leases are included in current and noncurrent other assets on NEP's consolidated balance sheets. Operating lease expense is included in O&M expense, interest and amortization expense associated with finance leases are included in interest expense and depreciation and amortization expense, respectively, and rental income associated with operating leases and interest income associated with sales-type leases are included in operating revenues in NEP’s consolidated statements of income. See Note 12.

Disposal of Pipeline – In 2022, subsidiaries of NEP sold all of their ownership interests in an approximately 156-mile, 16-inch pipeline that transports natural gas in Texas to a third party for total consideration of approximately $203 million. Approximately $70 million of the cash proceeds from the sale were distributed to the third-party owner of noncontrolling Class B membership interests in STX Midstream (see Note 14 – Class B Noncontrolling Interests). In connection with the sale, NEP recorded a gain of approximately $20 million ($18 million after tax) in the second quarter of 2022 and $10 million ($9 million after tax) in the third quarter of 2022 upon resolution of a contingency.

Disposal of Wind Project – In January 2023, a subsidiary of NEP completed the sale of a 62 megawatt (MW) wind project located in Barnes County, North Dakota for approximately $50 million. Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of noncontrolling Class B membership interests in NEP Renewables II (see Note 14 – Class B Noncontrolling Interests). At December 31, 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 included in current assets held for sale on NEP's consolidated balance sheet and liabilities of $1 million were included in current liabilities associated with assets held for sale on NEP's consolidated balance sheet.

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Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions

Acquisitions

In August 2021, an indirect subsidiary of NEP completed the acquisition (August 2021 acquisition) of 100% of the ownership interests in each of:

•Highview Power Holdings, LLC, which indirectly owns a 150 MW wind generation facility located in California;

•Brookfield Windstar Holding, LLC, which indirectly owns a 120 MW wind generation facility located in California;

•Brookfield Coram Wind Development, LLC, which indirectly owns a 22 MW wind generation facility located in California; and

•BAIF Granite Holdings, LLC, which indirectly owns a 99 MW wind generation facility located in New Hampshire.

The purchase price included a base purchase price of approximately $733 million, plus closing adjustments primarily related to pre-acquisition debt make whole costs of $55 million and working capital of $27 million, including cash of $18 million.

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the August 2021 acquisition:

	(millions)
Total consideration transferred	$	815
Identifiable assets acquired and liabilities assumed
Cash	$	18
Accounts receivable, inventory and prepaid expenses	14
Property, plant and equipment – net	191
Intangible assets – PPAs	432
Goodwill	179
Noncurrent other assets	1
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(12)
Total net identifiable assets, at fair value	$	815

In October 2021, an indirect subsidiary of NEP completed the acquisition of ownership interests (October 2021 acquisition) in a portfolio of wind and solar generation facilities with a combined net generating capacity totaling approximately 589 MW from subsidiaries of NEER for a purchase price consisting of cash consideration of approximately $563 million, plus working capital and other adjustments of $22 million. NEP's share of the entities' debt and noncontrolling interests related to differential membership investors was approximately $270 million at the time of closing. The acquisition included the following assets:

•100% of the membership interests in HW CA Holdings, LLC, that indirectly owns an approximately 162 MW wind generation facility located in California;

•100% of the membership interests in Dogwood Wind Holdings, LLC, that indirectly owns two wind generation facilities with a combined total generating capacity of approximately 300 MW located in North Dakota and Missouri;

•100% of the membership interests in Southwest Solar Holdings, LLC, that indirectly owns an approximately 5 MW solar generation facility located in New Mexico;

•33.3% of the membership interests in Shaw Creek Solar Holdings, LLC, that indirectly owns an approximately 75 MW solar generation facility located in South Carolina;

•33.3% of the membership interests in Nutmeg Solar Holdings, LLC, that indirectly owns an approximately 20 MW solar generation facility located in Connecticut; and

•100% of the Class C membership interests (which represents 33.3% of the total ownership interest in the underlying projects) in Solar Holdings Portfolio 12, LLC, that has indirect ownership interests in:

◦two solar generation facilities with a combined total generating capacity of approximately 40 MW located in California;

◦the DG Portfolio 2019 portfolio, that indirectly owns multiple distributed solar generation facilities with a combined total generating capacity of approximately 217 MW located in various states across the U.S.; and

◦the DG Waipio portfolio, that indirectly owns multiple distributed solar generation facilities with a combined total generating capacity of approximately 13 MW located in Hawaii.

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed, including noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the October 2021 acquisition:

	(millions)
Total consideration transferred	$	585
Identifiable assets acquired and liabilities assumed
Cash	$	4
Accounts receivable, inventory and prepaid expenses	11
Property, plant and equipment – net	560
Intangible assets – PPAs	42
Goodwill	33
Investments in equity method investees	66
Noncurrent other assets	19
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(20)
Noncontrolling interests	(122)
Total net identifiable assets, at fair value	$	585

In December 2021, an indirect subsidiary of NEP completed the asset acquisition of 100% of the Class A membership interests in Star Moon Holdings for a total consideration of approximately $849 million, plus working capital and other adjustments of approximately $6 million and NEP's share of the entities' noncontrolling interests related to differential membership investors of approximately $910 million at the time of closing.

NEP’s indirect ownership interest in Star Moon Holdings represents an indirect 50% controlling ownership interest in wind generation facilities and solar generation facilities, some of which include solar storage, consisting of the following:

•White Mesa Wind, an approximately 501 MW wind generation facility located in Texas;

•Irish Creek Wind, an approximately 301 MW wind generation facility located in Kansas;

•Hubbard Wind, an approximately 300 MW wind generation facility located in Texas;

•Cool Springs Solar, an approximately 213 MW solar generation and 40 MW solar storage facility located in Georgia;

•Little Blue Wind, an approximately 251 MW wind generation facility located in Nebraska;

•Dodge Flat Solar, an approximately 200 MW solar generation and 50 MW solar storage facility located in Nevada;

•Elora Solar, an approximately 150 MW solar generation facility located in Tennessee;

•Quitman II Solar, an approximately 150 MW solar generation facility located in Georgia;

•Fish Springs Ranch Solar, an approximately 100 MW solar generation and 25 MW solar storage facility located in Nevada;

•Minco Wind Energy III, an approximately 107 MW wind generation facility located in Oklahoma;

•Ensign Wind Energy, an approximately 99 MW wind generation facility located in Kansas;

•Borderlands Wind, an approximately 99 MW wind generation facility located in New Mexico; and

•Quinebaug Solar, an approximately 49 MW solar generation facility located in Connecticut.

The wind and solar generation facilities listed above were under construction by NEER when the acquisition was announced. At closing, three projects (Dodge Flat Solar, Elora Solar and Fish Springs Ranch Solar) remained under construction and NEER agreed to continue to manage the construction of such projects after the acquisition, at its own cost, and to contribute to those projects any capital necessary for the construction of the projects. Construction of the three projects was completed and the projects entered service during the first quarter of 2022. In December 2021, NEER sold the remaining 50% noncontrolling ownership interest in the wind and solar generation facilities to a third party, which is reflected as noncontrolling interests on NEP's consolidated balance sheets (see Note 2 – Noncontrolling Interests). NEER will operate the wind and solar generation facilities under O&M and ASAs (see Note 15).

The purchase price for the asset acquisition was allocated to the assets acquired and liabilities assumed, including the noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The individual fair value measurements were adjusted for any difference between the total purchase price and the total estimated fair value of assets acquired and liabilities assumed.

In connection with the asset acquisition of Star Moon Holdings, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	855
Identifiable assets acquired and liabilities assumed
Cash	$	21
Accounts receivable, inventory and prepaid expenses	14
Due from related parties(a)	1,015
Property, plant and equipment – net	3,695
Intangible assets – PPAs	107
Noncurrent other assets	48
Accounts payable, accrued expenses and current other liabilities(a)	(1,038)
Asset retirement obligation	(70)
Intangible liabilities – PPAs	(179)
Noncurrent other liabilities	(65)
Redeemable noncontrolling interests(b)	(321)
Noncontrolling interests	(2,372)
Total net identifiable assets	$	855

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    See Note 2 – Redeemable Noncontrolling Interests.

In December 2021, an indirect subsidiary of NEP completed the acquisition (Coram II acquisition) of a 102 MW wind generation facility (Coram II) located in California for cash consideration of approximately $128 million, plus working capital of $8 million and the assumption of debt of approximately $155 million. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The purchase price was allocated primarily to intangible assets – PPAs – net of approximately $133 million, property, plant and equipment – net of $72 million, long-term debt, including current portion, of $155 million and noncurrent other assets of $11 million. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill of approximately $70 million at the acquisition date. The goodwill arising from the acquisition results largely from the wind generation facility being well-situated in a strong market with long-term renewables demand, providing long-term optionality for the asset. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

During 2021, NEP incurred approximately $12 million in acquisition-related costs which are reflected as operations and maintenance in the consolidated statements of income.

The amounts of revenues, operating income, net income and net income attributable to NEP included in NEP's consolidated statements of income related to the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition for the periods after the respective closings through December 31, 2021 are as follows:

	(millions)
Revenues	$	25
Operating income	$	1
Net income	$	—
Net income attributable to NEP	$	3

In September 2022, an indirect subsidiary of NEP acquired from NEER interests in Sunlight Renewables Holdings which represent an indirect 67% controlling ownership interest in a battery storage facility in California with storage capacity of 230 MW. The purchase price for the asset acquisition consisted of cash consideration of approximately $191 million, plus working capital and other adjustments of $2 million. The purchase price was allocated primarily to property, plant and equipment – net of

approximately $435 million and noncontrolling interests of $242 million, including $147 million relating to differential membership interests, based on the fair value of assets acquired and liabilities assumed. NEER operates the battery storage facility under O&M and ASAs (see Note 15).

In December 2022, an indirect subsidiary of NEP (the purchaser) completed the acquisition of ownership interests (December 2022 acquisition) in a portfolio of wind and solar-plus-storage generation facilities from subsidiaries of NEER (the seller) consisting of the following:

•100% of the Class A membership interests in Emerald Breeze, representing a 49% controlling ownership interest, which indirectly owns:

•Great Prairie Wind, an approximately 1,029 MW wind generation facility in Texas and Oklahoma.

•Appaloosa Run Wind, an approximately 172 MW wind generation facility in Texas.

•Yellow Pine Solar, a 125 MW solar generation and 65 MW storage facility in Nevada (Yellow Pine).

•100% of the membership interests in Sac County Wind Holdings, LLC and Elk City Sholes Holdings, LLC, which indirectly own:

•Sholes Wind, an approximately 160 MW wind generation facility located in Nebraska.

•Elk City Wind II, an approximately 107 MW wind generation facility located in Oklahoma.

•Sac County Wind, an approximately 80 MW wind generation facility located in Iowa.

At closing, Yellow Pine was under construction by NEER and NEER agreed to continue to manage the construction of the project after acquisition, at its own cost, and to contribute to the project any capital necessary for the construction of the project. In July 2023, Yellow Pine achieved commercial operations. In March 2023, upon receipt of regulatory approvals and the achievement of commercial operations, Eight Point Wind (Eight Point), an approximately 111 MW wind generation facility in New York, was transferred to Emerald Breeze. See Note 14 – Class B Noncontrolling Interests.

The purchase price included total consideration of approximately $805 million, plus working capital and other adjustments of approximately $4 million and NEP's share of the portfolio’s existing noncontrolling interests related to differential membership investors of approximately $1.4 billion at the time of closing. In March 2023, NEP sold differential membership interests in Eight Point to third-party investors for proceeds of approximately $92 million.

The purchase price for the asset acquisition was allocated to the assets acquired and liabilities assumed, including the noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The individual fair value measurements were adjusted for any difference between the total purchase price and the total estimated fair value of assets acquired and liabilities assumed.

In connection with the December 2022 asset acquisition, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	813
Identifiable assets acquired and liabilities assumed
Cash	$	14
Accounts receivable, inventory and prepaid expenses	12
Due from related parties(a)	836
Current other assets(b)	118
Property, plant and equipment – net	3,503
Noncurrent other assets	16
Accounts payable, accrued expenses and current other liabilities(a)	(771)
Due to related parties(c)	(80)
Long-term debt(d)	(46)
Asset retirement obligation	(27)
Intangible liabilities – PPAs	(986)
Noncurrent other liabilities	(6)
Noncontrolling interests	(1,770)
Total net identifiable assets	$	813

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    Includes an approximately $71 million deposit relating to Eight Point which was transferred to Emerald Breeze in March 2023 as discussed above.

(c)    Due to related parties reflects amounts due to a NEE subsidiary related to construction costs, which costs are reimbursed by NEER.

(d)    See Note 15 – Related Party Long-Term Debt.

In June 2023, an indirect subsidiary of NEP acquired from indirect subsidiaries of NEER ownership interests in a portfolio of wind and solar generation facilities with a combined generating capacity totaling approximately 688 MW (2023 acquisition) for cash consideration of approximately $566 million, plus working capital of $32 million and the assumption of the portfolio’s existing debt and related interest rate swaps of approximately $141 million at time of closing. The acquired portfolio also included noncontrolling interests related to differential membership investors of approximately $165 million at time of closing. The acquisition included the following assets:

•Montezuma II Wind, an approximately 78 MW wind generation facility located in California;

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

•Live Oak Solar, an approximately 51 MW solar generation facility located in Georgia;

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

•Casa Mesa Wind, an approximately 51 MW wind generation facility located in New Mexico;

•New Mexico Wind, an approximately 204 MW wind generation facility located in New Mexico;

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

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

Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed, including noncontrolling interests, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices. The excess of the purchase price over the estimated fair value of assets acquired and liabilities assumed was recognized as goodwill at the acquisition date. The goodwill arising from the acquisition results largely from the assets being well-situated in strong markets with long-term renewables demand, providing long-term optionality for the assets. All of the goodwill is expected to be deductible for income tax purposes over a 15 year period.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the 2023 acquisition:

	(millions)
Total consideration transferred	$	598
Identifiable assets acquired and liabilities assumed
Cash	$	15
Accounts receivable, inventory and prepaid expenses	17
Current derivative assets	4
Property, plant and equipment – net	764
Intangible assets – PPAs	141
Goodwill	21
Noncurrent derivative assets	8
Noncurrent other assets	5
Accounts payable, accrued expenses and current other liabilities	(5)
Long-term debt	(153)
Asset retirement obligation	(12)
Intangible liabilities – PPAs	(37)
Noncurrent other liabilities	(5)
Noncontrolling interest	(165)
Total net identifiable assets, at fair value	$	598

NEP incurred approximately $3 million in acquisition-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statements of income.

The amounts of revenues, operating income, net income (loss) and net income attributable to NEP included in NEP's consolidated statement of income related to the 2023 acquisition for the period after closing through December 31, 2023 are as follows:

	(millions)
Revenues	$	39
Operating income	$	10
Net income (loss)	$	(7)
Net income attributable to NEP	$	4

Supplemental Unaudited Pro forma Results of Operations

NEP’s pro forma results of operations in the combined entity had the 2023 acquisition been completed on January 1, 2022 and the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition been completed on January 1, 2020 are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Unaudited pro forma results of operations:
Pro forma revenues	$	1,120	$	1,051	$	807
Pro forma operating income (loss)	$	(9)	$	82	$	77
Pro forma net income	$	223	$	1,151	$	411
Pro forma net income attributable to NEP	$	211	$	497	$	143

The unaudited pro forma consolidated results of operations include adjustments to:

•reflect the historical results of the businesses acquired had the 2023 acquisition been completed on January 1, 2022 and the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition been completed on January 1, 2020, assuming consistent operating performance over all periods;

•reflect the estimated depreciation and amortization expense based on the estimated fair value of property, plant and equipment – net and the intangible assets – PPAs – net;

•reflect assumed interest expense related to funding the acquisitions; and

•reflect related income tax effects.

The unaudited pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been made at the beginning of the years presented or the future results of the consolidated operations.

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Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

In December 2023, a subsidiary of NEP completed the sale of its ownership interests in the Texas pipelines. NEP received total cash consideration of approximately $1.8 billion subject to post-closing working capital adjustments. NEP used a portion of the proceeds from the sale to pay off the South Texas Midstream Holdings, LLC outstanding debt of approximately $437 million. NEP recognized a gain on disposal of the Texas pipelines of approximately $375 million ($329 million after tax), which is reflected in income from discontinued operations in its consolidated statement of income for the year ended December 31, 2023. NEP incurred approximately $15 million in disposal-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statement of income.

NEP's results of operations for the Texas pipelines are presented as income from discontinued operations on its consolidated statements of income for the years ended December 31, 2023, 2022 and 2021. The assets and liabilities of the Texas pipelines are presented as held for sale on NEP's consolidated balance sheet at December 31, 2022.

The table below presents the financial results of the Texas pipelines included in income from discontinued operations:

	Years Ended December 31,
	2023		2022		2021
	(millions)
OPERATING REVENUES(a)	$	224	$	242	$	260
OPERATING EXPENSES
Operations and maintenance(b)	30		44		45
Depreciation and amortization	32		36		37
Taxes other than income taxes and other	8		9		8
Total operating expenses – net	70		89		90
GAIN ON DISPOSAL OF A BUSINESS	375		—		—
OPERATING INCOME	529		153		170
OTHER INCOME (DEDUCTIONS)
Interest expense	(22)		5		(3)
Equity in earnings of equity method investees	2		6		2
Other – net	—		(2)		—
Total other income (deductions) – net	(20)		9		(1)
INCOME BEFORE INCOME TAXES	509		162		169
INCOME TAXES	59		10		11
INCOME FROM DISCONTINUED OPERATIONS(c)	$	450	$	152	$	158

____________________

(a)    Represents service revenues earned under gas transportation agreements. Includes related party revenues of approximately $32 million, $23 million and $40 million for 2023, 2022 and 2021, respectively. Includes revenues attributable to foreign countries related to NEP's contract with a Mexican counterparty of approximately $144 million, $155 million and $141 million for 2023, 2022 and 2021, respectively.

(b)    Includes related party amounts of approximately $12 million, $33 million and $40 million for 2023, 2022 and 2021, respectively.

(c)    Includes net income attributable to noncontrolling interests of approximately $281 million, $120 million and $125 million for 2023, 2022 and 2021, respectively. Income tax expense attributable to noncontrolling interests for all periods are less than $1 million.

The table below presents the aggregate carrying amounts for the major classes of assets and liabilities held for sale related to the Texas pipelines:

	December 31, 2022
	(millions)
ASSETS HELD FOR SALE
Current assets held for sale:
Cash and cash equivalents	$	9
Accounts receivable	20
Due from related parties	4
Inventory	2
Other	9
Total current assets held for sale	44
Noncurrent assets held for sale:
Property, plant and equipment – net	758
Intangible assets – customer relationships – net(a)	526
Goodwill	79
Investments in equity method investees	42
Other	3
Total noncurrent assets held for sale	1,408
TOTAL ASSETS HELD FOR SALE	$	1,452
LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
Current liabilities associated with assets held for sale:
Accounts payable and accrued expenses	$	1
Due to related parties	5
Accrued property taxes	8
Other	6
Total current liabilities associated with assets held for sale	20
Noncurrent liabilities associated with assets held for sale:
Other	3
Total noncurrent liabilities associated with assets held for sale	3
TOTAL LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE	$	23

____________________

(a)    Reflects intangible asset – customer relationships related to the acquisition of the Texas pipelines in 2015 which were amortized on a straight-line basis over the estimated useful life of approximately 40 years. At December 31, 2022, accumulated amortization related to the intangible asset – customer relationships was approximately $114 million. Amortization expense for intangible asset – customer relationships was approximately $13 million, $17 million and $17 million for the years ended December 31, 2023, 2022 and 2021, respectively.

NEP has elected not to separately disclose discontinued operations on its consolidated statements of cash flows. Long-lived assets are not depreciated or amortized once they are classified as held for sale. The table below presents cash flows from discontinued operations for major captions on the consolidated statements of cash flows related to the Texas pipelines:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Depreciation and amortization	$	32	$	36	$	37
Change in value of derivative contracts	$	14	$	(14)	$	(6)
Deferred income taxes	$	59	$	10	$	11
Gain on disposal of a business	$	375	$	—	$	—
Capital expenditures and other investments	$	(137)	$	(33)	$	(11)

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Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. NEP's operating revenues are generated primarily from various non-affiliated parties under PPAs and natural gas transportation agreements (see Note 4 regarding sale of the Texas pipelines). NEP's operating revenues from contracts with customers are partly offset by the net amortization of intangible asset – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs, or natural gas transportation

services are performed. NEP believes that the obligation to deliver energy and provide the natural gas transportation services is satisfied over time as the customer simultaneously receives and consumes benefits provided by NEP. In addition, NEP believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. NEP’s operating revenues for the years ended December 31, 2023, 2022 and 2021 are revenue from contracts with customers for renewable energy sales of approximately $1,059 million, $941 million and $704 million, respectively, and revenue from contracts with customers for natural gas transportation services, substantially all of which is included in discontinued operations, of $222 million, $241 million and $237 million, respectively. NEP's accounts receivable are primarily associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of NEP's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.

NEP recognizes revenues as energy and any related renewable energy attributes are delivered or natural gas transportation services are performed, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. NEP considers the amount billed to represent the value of energy delivered or services provided to the customer. NEP’s customers typically receive bills monthly with payment due within 30 days.

Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2025 to 2052, will vary based on the volume of energy delivered. At December 31, 2023, NEP expects to record approximately $169 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

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Derivative Instruments and Hedging Activity

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activity

Derivative Instruments and Hedging Activity

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities on its 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 interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in NEP's consolidated statements of income. At December 31, 2023 and 2022, the net notional amounts of the interest rate contracts were approximately $3,138 million and $7,836 million, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in NEP's consolidated statements of income. At December 31, 2023 and 2022, NEP had derivative commodity contracts for power with net notional volumes of approximately 4.6 million and 5.7 million MW hours, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in NEP's consolidated statements of cash flows.

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

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

The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at December 31, 2023 and 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 NEP's consolidated balance sheets.

	December 31, 2023
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	195	$	—	$	4	$	199
Commodity contracts	$	—	$	—	$	1	$	—	1
Total derivative assets									$	200
Liabilities:
Interest rate contracts	$	—	$	30	$	—	$	4	$	34
Commodity contracts	$	—	$	—	$	21	$	—	21
Total derivative liabilities									$	55
Net fair value by balance sheet line item:
Current other assets									$	61
Noncurrent other assets									139
Total derivative assets									$	200
Current other liabilities									$	18
Noncurrent other liabilities									37
Total derivative liabilities									$	55

____________________

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

	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 other assets									$	65
Noncurrent other 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.

Financial Statement Impact of Derivative Instruments – Gains (losses) related to NEP's derivatives are recorded in NEP's consolidated financial statements as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Interest rate contracts – interest expense	$	(122)	$	1,018	$	163
Interest rate contracts – income from discontinued operations	$	2	$	15	$	5
Commodity contracts – operating revenues	$	(20)	$	2	$	—

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

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Non-Derivative Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Non-Derivative Fair Value Measurements

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 6 – Fair Value Measurements 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 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:

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

	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Long-term debt, including current maturities(a)	$	6,289	$	6,136	$	5,288	$	5,105

____________________

(a)    At December 31, 2023 and December 31, 2022, approximately $6,120 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 December 31, 2023 and 2022, approximately $1,446 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.

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Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of income (loss) before income taxes are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Continuing operations	$	(257)	$	1,130	$	303
Discontinuing operations(a)	509		162		169
Total income before income taxes	$	252	$	1,292	$	472

____________________

(a)    See Note 4.

The components of income tax expense (benefit) are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Federal:
Current	$	—	$	—	$	1
Deferred	(28)		118		24
Total federal	(28)		118		25
State:
Current	—		—		1
Deferred	3		43		11
Total state	3		43		12
Income tax expense (benefit) from continuing operations	(25)		161		37
Income taxes from discontinued operations	59		10		11
Total income taxes	$	34	$	171	$	48

A reconciliation of U.S. federal income tax at the statutory rate to the actual income taxes is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Income tax expense (benefit) at U.S. statutory rate of 21%	$	(54)	$	237	$	63
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interests	54		(110)		(32)
State income taxes – net of federal income tax benefit	2		33		10
Renewable energy tax credits	(28)		(2)		(2)
Other – net	1		3		(2)
Income tax expense (benefit) from continuing operations	$	(25)	$	161	$	37

The effective tax rate for continuing operations was approximately 10%, 14% and 12% for the years ended December 31, 2023, 2022 and 2021, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered. NEP believes that it is more likely than not that the deferred tax assets at December 31, 2023 shown in the table below, net of the valuation allowances, will be realized due to sufficient future income.

The income tax effects of temporary differences giving rise to NEP's deferred income tax liabilities and assets are as follows:

	December 31,
	2023		2022
	(millions)
Deferred tax liabilities:
Investment in partnership(a)(b)	$	(263)	$	(199)
Total deferred tax liabilities	(263)		(199)
Deferred tax assets:
Net operating loss carryforwards(b)	418		363
Tax credit carryforwards	41		15
Valuation allowance	(3)		(4)
Total deferred tax assets	456		374
Net deferred income taxes	$	193	$	175

____________________

(a)    At December 31, 2023 and 2022, includes a deferred tax asset of approximately $10 million and $18 million, respectively, of interest limitation carryforward with an indefinite expiration period.

(b)    In 2023, excludes approximately $65 million of tax impacts relating to taxable gains, which are estimated to be $258 million as of December 31, 2023, expected to be allocated to NEE Equity. See Note 15 – Tax Allocations.

Deferred tax assets and liabilities included on NEP's consolidated balance sheets are as follows:

	December 31,
	2023		2022
	(millions)
Noncurrent other assets	$	215	$	195
Noncurrent other liabilities	(22)		(20)
Net deferred income taxes	$	193	$	175

The components of deferred tax assets, before valuation allowance, relating to net operating loss carryforwards and tax credit carryforwards at December 31, 2023 are as follows:

	Amount			Expiration Dates
	(millions)
Net operating loss carryforwards:
Federal	$	363		2034 – 2037
State	55			2028 – 2043
Total net operating loss carryforwards	$	418	(a)
Tax credit carryforwards	$	41	(b)	2024 – 2043

____________________

(a)    Includes approximately $218 million and $7 million of federal and state, respectively, net operating loss carryforwards with an indefinite expiration period.

(b)    In December 2023, NEP OpCo entered into an agreement to sell renewable energy tax credits earned in 2023. NEP expects to receive cash of approximately $24 million relating to its portion of the proceeds in the first quarter of 2024.

During 2023 and 2022, NEP recorded state tax liabilities of approximately less than $1 million and $1 million (net of federal tax benefit), respectively, related to unrecognized tax benefits of prior year state tax filing positions. The total amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate is approximately $5 million (net of federal tax benefit). The open tax years in all jurisdictions are 2014 through 2022.

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31:

	2023		2022		Range of Useful Lives (in years)
	(millions)
Power-generation assets(a)	$	16,079	$	14,639	3 – 35
Land improvements and buildings	669		609		3 – 39
Land, including perpetual rights-of-way	78		68
Construction work in progress	26		404
Other depreciable assets	447		425		3 – 35
Property, plant and equipment, gross	17,299		16,145
Accumulated depreciation	(2,462)		(1,954)
Property, plant and equipment – net	$	14,837	$	14,191

________________________

(a)    Approximately 92% of power generation assets represent machinery and equipment used to generate electricity with a 35-year depreciable life.

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was approximately $504 million, $378 million and $242 million, respectively. A number of NEP's generation facilities are encumbered by liens securing various financings. The net book value of NEP's assets serving as collateral was approximately $3.9 billion at December 31, 2023.

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Equity Method Investment

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investment

Equity Method Investments

At December 31, 2023, investments in equity method investees primarily includes the approximately 50% ownership interest in Desert Sunlight Investment Holdings, LLC, approximately 50% ownership interest in Rosmar Holdings, LLC (Rosmar), the ownership interest in Meade Pipeline Co, LLC (Meade), including Meade's ownership interest in the Central Penn Line (CPL), the 40% ownership interest in Pine Brooke Class A Holdings, LLC (Pine Brooke Holdings) and the 33.3% ownership interests in certain projects acquired in October 2021 (see Note 3). 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 controlling interests in these entities.

Summarized information for these equity method investees is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Revenues	$	333	$	332	$	315
Operating income	$	128	$	125	$	161
Net income(a)	$	229	$	297	$	258

________________________

(a)    Includes the earnings from equity method investee related to Meade's ownership interest in CPL.

	December 31, 2023		December 31, 2022
	(millions)
Current assets	$	159	$	163
Noncurrent assets(a)	$	4,759	$	4,927
Current liabilities	$	75	$	85
Noncurrent liabilities	$	1,280	$	1,355
NEP's share of underlying equity in the equity method investees	$	2,011	$	2,035
Difference between investment carrying amounts and underlying equity in net assets(b)	(158)		(160)
NEP's investment carrying amounts	$	1,853	$	1,875

________________________

(a)    Includes the equity method investment related to Meade's ownership interest in CPL

(b)    Substantially all of the difference between the investment carrying amount and the underlying equity in net assets is being amortized over the life of the related projects.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest Entities

NEP has identified NEP OpCo, a limited partnership with a general partner and limited partners, as a VIE. NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At December 31, 2023, NEP owned an approximately 48.6% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 51.4% limited partner interest in NEP OpCo. 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 December 31, 2023, NEP OpCo consolidated 20 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 2 – Noncontrolling Interests) in entities which own and operate 40 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligations, of the VIEs, totaled approximately $11,453 million and $552 million, respectively, at December 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 December 31, 2023 and 2022, NEP OpCo also consolidated five and six VIEs, respectively, which related to the sales of noncontrolling Class B membership interests in certain NEP subsidiaries (Class B VIEs). See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. These entities are considered VIEs because the holders of the noncontrolling Class B membership interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment – net, intangible assets – PPAs – net and investments in equity method investees, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs – net, noncurrent other liabilities and asset retirement obligations, of the VIEs totaled approximately $13,576 million and $2,693 million, respectively, at December 31, 2023 and $16,448 million and $3,456 million, respectively, at December 31, 2022. At December 31, 2022, a portion of these assets and liabilities are included in assets and liabilities held for sale on NEP's consolidated balance sheet (see Note 4). Certain of the Class B 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. In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $7,640 million and $8,088 million of assets and $437 million and $1,198 million of liabilities are also included in the disclosure of the VIEs related to differential membership interests at December 31, 2023 and 2022, respectively.

At December 31, 2023, NEP OpCo consolidated Sunlight Renewables Holdings which is a VIE (see Note 3). The assets, primarily property, plant and equipment – net, and the liabilities, primarily asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately $440 million and $10 million, respectively, at December 31, 2023 and $443 million and $10 million, respectively, at December 31, 2022. This VIE contains entities which have sold differential membership interests and approximately $353 million and $344 million of assets and $10 million and $10 million of liabilities at December 31, 2023 and 2022, respectively, are also included in the disclosure of VIEs related to differential membership interests above.

Certain subsidiaries of NEP OpCo have noncontrolling interests in entities accounted for under the equity method that are considered VIEs. See Note 10.

NEP has an indirect equity method investment in three NEER solar 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 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 December 31, 2023 and 2022, NEP's equity method investment related to the non-economic ownership interests of approximately $111 million and $98 million, respectively, is reflected as noncurrent other assets on NEP's consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

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Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Leases

NEP has operating and finance leases primarily related to land use agreements for certain of its renewable energy projects. At December 31, 2023 and 2022, NEP had recorded right-of-use (ROU) assets for operating leases of approximately $27 million

and $24 million, respectively, and operating lease liabilities of $31 million and $26 million, respectively. At December 31, 2023 and 2022, NEP's ROU assets for finance leases totaled approximately $46 million and $47 million, respectively, and finance lease liabilities totaled $49 million and $51 million, respectively. NEP’s operating lease liabilities were calculated based on a weighted average discount rate of 4.25% and 4.04% based on the incremental borrowing rate at the lease commencement date and have a weighted-average remaining lease term of 26 years and 25 years, at December 31, 2023 and 2022, respectively. NEP's finance lease liabilities were calculated based on a weighted average discount rate of 3.55% and 3.55% with a weighted-average remaining lease term of 33 years and 34 years, at December 31, 2023 and 2022, respectively. Lease payments under the land use agreements, which convey exclusive use of the land during the arrangement, are either fixed based on the terms of the related lease agreement or variable primarily based on the amount of generation at the renewable energy project. NEP’s operating and finance leases with fixed payments have expiration dates ranging from 2028 to 2058. NEP recognized approximately $2 million, $2 million and $3 million in 2023, 2022 and 2021, respectively, of operating lease costs associated with its ROU assets and lease obligations which are included in O&M expenses in NEP’s consolidated statements of income. In addition, approximately $6 million, $8 million and $7 million was recorded related to variable lease costs in 2023, 2022 and 2021, respectively. Other operating and finance lease-related amounts were not material to NEP’s consolidated statements of income or cash flows for the periods presented. At December 31, 2023, NEP's lease agreements call for fixed payments of approximately $4 million annually over the next five years and $118 million thereafter.

NEP has operating leases and a sales-type lease relating to battery storage facilities that sell their electric output under power sales agreements to third parties which provide the customers the ability to dispatch the facilities. At December 31, 2023 and 2022, the net investment in sales-type lease is approximately $15 million and $16 million, respectively. At December 31, 2023, the power sales agreements have expiration dates from 2037 to 2041 and NEP expects to receive approximately $676 million of lease payments over the remaining term of the power sales agreement with no one year being material. Operating and sales-type lease-related amounts relating to battery storage facilities were not material to NEP's consolidated statements of income for the periods presented.

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Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

NEP’s long-term debt agreements require monthly, quarterly or semi-annual payments of interest. Principal payments on the senior secured limited-recourse debt are primarily due monthly or semi-annually. The carrying value of NEP’s long-term debt consists of the following:

	December 31,
	2023					2022
	Maturity Date	Balance		Weighted-Average Interest Rate		Balance		Weighted-Average Interest Rate
		(millions)				(millions)
NEP:
Senior unsecured convertible notes – fixed(a)	2024 – 2026	$	1,600	0.78	%	$	1,600	0.78	%
NEP OpCo:
Senior unsecured notes – fixed(b)	2024 – 2029	2,550		5.11	%	1,800		4.22	%
Project level:
Senior secured limited-recourse debt – fixed	2033	18		4.52	%	20		4.52	%
Senior secured limited-recourse debt – variable(c)(d)	2026 – 2032	1,983		7.06	%	1,529		5.83	%
Bank loan(c)(d)		—		—	%	200		6.13	%
Other long-term debt – variable(c)(d)	2028	128		7.49	%	141		6.73	%
Other long-term debt – fixed(e)	2026 – 2031(e)	63		0.08	%	49		0.13	%
Unamortized debt issuance costs and discount		(53)				(51)
Total long-term debt		6,289				5,288
Less current portion of long-term debt		1,348				38
Long-term debt, excluding current portion		$	4,941			$	5,250

________________________

(a)    See additional discussion of the convertible notes and the NEP OpCo credit facility below.

(b)    The NEP OpCo senior unsecured notes are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP and a direct subsidiary of NEP OpCo.

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

(d)    Interest rate contracts, primarily swaps, have been entered into for a majority of these debt issuances. See Note 6.

(e)    See Note 15 – Related Party Long-term Debt.

Minimum annual maturities of long-term debt are approximately $1,348 million, $702 million, $2,047 million, $627 million and $785 million for 2024, 2025, 2026, 2027 and 2028, respectively.

NEP OpCo and its direct subsidiary (loan parties) are parties to a variable rate, senior secured revolving credit facility (NEP OpCo credit facility). At December 31, 2023, the NEP OpCo credit facility provided up to $2.5 billion of revolving credit loans and included borrowing capacity of up to $400 million for letters of credit and incremental commitments to increase the NEP OpCo credit facility to up to $3.25 billion in the aggregate, subject to certain conditions. Borrowings under the NEP OpCo credit facility can be used by the loan parties to fund working capital and expansion projects, to make acquisitions and for general business purposes. The NEP OpCo credit facility is subject to a facility fee ranging from 0.20% to 0.35% per annum depending on NEP OpCo's leverage ratio (as defined in the NEP OpCo credit facility). At December 31, 2023, approximately $53 million of letters of credit were issued under the NEP OpCo credit facility primarily related to debt service reserves and as security for certain financing agreements of NEP OpCo's subsidiaries. In February 2024, the loan parties extended the maturity date for substantially all of the NEP OpCo credit facility to 2029.

The long-term debt agreements discussed above contain default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the respective financing agreements and related documents including financial covenants primarily related to debt service coverage ratios, as well as a maximum leverage ratio and a minimum interest coverage ratio. Additionally, under the NEP OpCo credit facility, NEP OpCo and its direct subsidiary 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 NEP OpCo credit facility are guaranteed by NEP OpCo and NEP and the NEP OpCo senior unsecured notes are guaranteed by NEP and a direct subsidiary of NEP OpCo.

The NEP OpCo credit facility contains various covenants and restrictive provisions that limit NEP OpCo’s ability to, among other things:

•incur or guarantee additional debt;

•make distributions on or redeem or repurchase common units;

•make certain investments and acquisitions;

•incur certain liens or permit them to exist;

•enter into certain types of transactions with affiliates;

•merge or consolidate with another company; and

•transfer, sell or otherwise dispose of projects.

The long-term debt agreements listed above all contain provisions which, under certain conditions, restrict the payment of dividends and other distributions. At December 31, 2023, NEP and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

During 2022, NEP issued $500 million principal amount of senior unsecured convertible notes due 2026 (2022 convertible notes). The 2022 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 2022 convertible notes in accordance with the related indenture. Upon conversion of the 2022 convertible notes, NEP will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 10.5339 NEP common units per $1,000 of the 2022 convertible notes, which is equivalent to a conversion price of approximately $94.9316 per NEP common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2022 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 2022 convertible notes to be repurchased, plus accrued and unpaid interest, if any. The 2022 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered capped call transactions (2022 capped call) in connection with the issuance of the 2022 convertible notes. Under the 2022 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $94.9316 and a cap price of $118.6650, subject to certain adjustments. The 2022 capped call was purchased for approximately $31 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2022 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

During 2021, NEP issued $500 million principal amount of senior unsecured convertible notes due 2024 (2021 convertible notes). The 2021 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 2021 convertible notes in accordance with the related indenture. Upon conversion of the 2021 convertible notes, NEP will pay cash up to the aggregate principal amount of the

notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 11.3323 NEP common units per $1,000 of the 2021 convertible notes, which is equivalent to a conversion price of approximately $88.2433 per NEP common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2021 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 2021 convertible notes to be repurchased, plus accrued and unpaid special interest, if any. The 2021 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered capped call transactions (2021 capped call) in connection with the issuance of the 2021 convertible notes. Under the 2021 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $88.2433 and a cap price of $110.3038, subject to certain adjustments. The 2021 capped call was purchased for approximately $31 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2021 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

During 2020, NEP issued $600 million principal amount of senior unsecured convertible notes due 2025 (2020 convertible notes). In connection with the issuance of the 2020 convertible notes, NEP recorded the value of the conversion option of approximately $64 million in common units equity. The 2020 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 2020 convertible notes in accordance with the related indenture. Upon conversion of the 2020 convertible notes, NEP will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, NEP common units or a combination of cash and common units, at NEP's election, in respect of the remainder, if any, of NEP's conversion obligation in excess of the aggregate principal amount of the notes being converted. In February 2024, as a result of the distribution authorized by NEP's Board of Directors (see Note 14 – Distributions), the conversion ratio of NEP's 2020 convertible notes was adjusted. At February 20, 2024, the conversion rate, which is subject to certain adjustments, was 13.7036 NEP common units per $1,000 of the 2020 convertible notes, which rate is equivalent to a conversion price of approximately $72.9735 per NEP common unit. Upon the occurrence of a fundamental change (as defined in the related indenture), holders of the 2020 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 2020 convertible notes to be repurchased, plus accrued and unpaid special interest, if any. The 2020 convertible notes are not redeemable at NEP’s option prior to maturity.

NEP entered a capped call transaction (2020 capped call) in connection with the issuance of the 2020 convertible notes. Under the 2020 capped call, NEP purchased capped call options which at February 20, 2024 have a strike price of $72.9735 and a cap price of $115.5417, subject to certain adjustments. The 2020 capped call was purchased for approximately $63 million, which was recorded as a reduction to common units equity on NEP's consolidated balance sheets. If, upon conversion of the 2020 convertible notes, the price per NEP common unit during the relevant valuation 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 up to the cap price (if NEP elects to settle in NEP common units).

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Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Equity

Distributions – During 2023, 2022 and 2021, NEP distributed approximately $309 million, $254 million and $198 million, respectively, to its common unitholders. In addition, NEP paid approximately $82 million in distributions to its common unitholders in February 2024.

Earnings Per Unit – Diluted earnings per unit are based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of the convertible notes. The dilutive effect of the 2022 convertible notes, 2021 convertible notes and 2020 convertible notes is calculated using the if-converted method.

The reconciliation of NEP's basic and diluted earnings per unit is as follows:

		Years Ended December 31,
		2023		2022		2021
	(millions, except per unit amounts)
Numerator:
From continuing operations – basic and assuming dilution		$	31	$	445	$	104
From discontinuing operations – basic and assuming dilution		169		32		33
Net income attributable to NEP		$	200	$	477	$	137
Denominator:
Weighted-average number of common units outstanding – basic		91.6		84.9		77.2
Effect of dilutive convertible notes		—		—		0.2
Weighted-average number of common units outstanding – assuming dilution		91.6		84.9		77.4
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:
From continuing operations		$	0.34	$	5.24	$	1.34
From discontinued operations		1.84		0.38		0.43
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution		$	2.18	$	5.62	$	1.77

ATM Program – NEP has an at-the-market equity issuance program (ATM program), which was most recently renewed in 2023, pursuant to which NEP may issue, from time to time, up to $500 million of its common units. During the years ended December 31, 2023, 2022 and 2021, NEP issued approximately 5.1 million common units, 1.8 million common units and 0.7 million common units under the ATM program for gross proceeds of approximately $316 million, $145 million and $50 million, respectively. Fees related to the ATM program totaled approximately $3 million, $1 million and less than $1 million in 2023, 2022 and 2021, respectively.

Common Unit Issuances – During 2023 and 2022, NEP issued approximately 1.7 million NEP common units and 0.8 million NEP common units, respectively, upon NEE Equity's exchange of NEP OpCo common units on a one-for-one basis.

Class B Noncontrolling Interests – Subsidiaries of NEP sold noncontrolling Class B membership interests in NEP Renewables II, NEP Pipelines, Genesis Holdings, NEP Renewables III and NEP Renewables IV as described below:

	NEP Renewables II	NEP Pipelines	Genesis Holdings	NEP Renewables III	NEP Renewables IV
Underlying projects/pipeline	Renewable energy projects with a combined net generating capacity of approximately 1,130 MW(a)	Equity method interest in a natural gas pipeline located in Pennsylvania	Renewable energy projects with a combined net generating capacity of approximately 1,124 MW	Renewable energy projects with a combined net generating capacity of approximately 1,260 MW	Renewable energy projects with a combined net generating capacity of approximately 2,046 MW
Date of sale	June 11, 2019	November 13, 2019	December 18, 2020	December 28, 2021	December 15, 2022
Gross proceeds	$900 million(a)	$168 million	$1,243 million(b)	$816 million(c)	$887 million(d)
Initial allocation of distributable cash to Class B investors	5%	1%	25%(b)	65%(c)	17%(d)
Period for initial allocation	6 years	6 years	10 years	10 years	10 years
Period for initial allocation if minimum buyouts have not occurred	4.5 years	5 years	6.75 years	6 years	6.5 years
Allocation of distributable cash to Class B investors after initial allocation period	99%	99%	80%(b)	99%	99%
Date buyout period begins	December 11, 2022	May 13, 2023	December 18, 2025	December 28, 2026	December 15, 2027
Buyout right timing(e)(f)	Periodically, and for partial interests between years 3.5 and 6(a)	Periodically, and for partial interests between years 3.5 and 6.5	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10
Percentage of buyout price that can be paid in NEP non-voting common units at current market price(g)	70%	100%	100%	100%	100%

____________________

(a)Reflects the sale of ownership interests in one wind project with a net generating capacity of approximately 62 MW which were sold to a third party in January 2023. Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B membership interests (see Note 2 – Disposal of Wind Project). In December 2023, NEP paid aggregate cash consideration of approximately $180 million to the third-party investor after electing to exercise the buyout right and purchase 15% of the Class B membership interests in NEP Renewables II.

(b)At December 31, 2020, NEP retained certain Class B membership interests in Genesis Holdings which were sold to the Class B investors for approximately $493 million at a final funding in June 2021. Prior to the final Class B funding, NEP received approximately 83% of Genesis Holdings’ cash distributions and the third-party investors received 17%. The allocation of distributable cash to Class B investors increases to 99% if NEP has not exercised certain buyout rights by September 18, 2027, but after December 18, 2030, the allocation of distributable cash to Class B investors decreases to 80%, subject to certain adjustments.

(c)At December 31, 2021, NEP retained certain Class B membership interests in NEP Renewables III which were sold to the Class B investors for approximately $408 million at a final funding in June 2022. Prior to the final Class B funding, NEP received approximately 67.5% of NEP Renewables III's cash distributions and the third-party investors received 32.5%.

(d)At December 31, 2022, NEP retained certain Class B membership interests in NEP Renewables IV which were sold to the Class B investors for approximately $177 million at a final funding in November 2023. Prior to the final Class B funding, NEP received approximately 86% of NEP Renewables IV's cash distributions and the third-party investors received 14%.

(e)The buyout right is subject to certain limitations and/or extensions in the respective agreements, including, but not limited to, NEP being able to purchase a maximum of the Class B units following anniversaries specified in certain of the agreements.

(f)Each limited liability company agreement provides the Class B investor the right to require NEP to repurchase the Class B membership interests in the event of a specified change in control of NEP at a stated rate of return.

(g)NEP may elect to pay the buyout price in NEP non-voting common units or cash (or any combination thereof), subject to conditions and limitations set forth in the applicable agreements. Percentages shown represent the maximum percentages NEP expects it can pay in NEP non-voting common units without the acquiescence of the Class B investor, subject to applicable closing conditions. Holders of the NEP non-voting common units will have the right to receive pro rata quarterly cash distributions and the right to convert, subject to certain limitations, the NEP non-voting common units into NEP common units on a one-for-one basis.

In 2019, a subsidiary of NEP sold noncontrolling Class B membership interests in STX Midstream, NEP's subsidiary which owned natural gas pipelines in Texas (see Note 2 – Disposal of Pipeline and Note 4), to a third-party investor. While the third-party investor owned the noncontrolling Class B membership interests in STX Midstream, the third-party investor received 12.5% of STX Midstream's distributable cash. During 2023, NEP paid aggregate cash consideration of approximately $792 million to the third-party investor after electing to exercise the buyout right and purchase all of the Class B membership interests in STX Midstream.

In 2018, a subsidiary of NEP sold noncontrolling Class B membership interests in NEP Renewables, with underlying renewable energy projects with a combined generating capacity of approximately 1,388 MW, to a third-party investor. In November 2021, NEP paid aggregate consideration of approximately $885 million, consisting of 7,253,580 NEP common units and approximately $265 million in cash to the third-party investor after electing to exercise the buyout right and purchase all of the Class B membership interests in NEP Renewables.

Accumulated Other Comprehensive Income (Loss) –

	Accumulated Other Comprehensive Income (Loss)
	Other Comprehensive Income (Loss) Related to Equity Method Investee		Total
	(millions)
Balances, December 31, 2020	$	(20)	$	(20)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2021	(18)		(18)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2022	(16)		(16)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2023	$	(14)	$	(14)
AOCI attributable to noncontrolling interest, December 31, 2023	$	(7)	$	(7)
AOCI attributable to NextEra Energy Partners, December 31, 2023	$	(7)	$	(7)

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Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Each project entered into O&M 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 NEP's consolidated statements of income. Additionally, certain NEP subsidiaries pay affiliates for transmission and retail power services which are reflected as operations and maintenance in NEP's consolidated statements of income. 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 (MSA) – Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to NEP, including managing NEP’s day-to-day affairs and providing individuals to act as NEP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo also made certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders. In May 2023, the MSA was amended to suspend these payments to be paid by NEP OpCo in respect to each calendar quarter beginning with the payment related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. NEP’s O&M expenses for the years ended December 31, 2023, 2022 and 2021 include approximately $51 million, $163 million and $138 million, respectively, related to the MSA.

Cash Sweep and Credit Support Agreement (CSCS agreement) – NEP OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s O&M expenses for the years ended December 31, 2023, 2022 and 2021 include approximately $8 million, $7 million and $6 million, respectively, related to the CSCS agreement.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) from NEP OpCo under the CSCS agreement or NEP OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by 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 except as otherwise agreed upon with NEP OpCo. At December 31, 2023 and 2022, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $1,511 million and $298 million, respectively, and are included in due from related parties on NEP’s 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. NextEra Energy Capital Holdings, Inc. (NEECH) or NEER has provided letters of credit or

guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER as described above. At December 31, 2023, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $2.3 billion related to these obligations.

Due from Related Parties – Current amounts due from related parties on NEP's consolidated balance sheets primarily relate to project sweeps under the CSCS agreement at December 31, 2023. At December 31, 2022, these amounts primarily represent construction completion costs NEER owed NEP associated with the December 2022 acquisition and transfer of Eight Point (see Note 3). Substantially all of these construction costs were subject to structured payables arrangements which were primarily entered into while the projects were owned by NEER. Under NEE's structured payables program, negotiable drafts were issued, backed by NEECH guarantees, to settle invoices with suppliers with payment terms (on average approximately 90 days) that extend the original invoice due date (typically 30 days) and include a service fee. NEE, NEP and their subsidiaries are not party to any contractual agreements between the suppliers and the applicable financial institutions. As of December 31, 2023 and 2022, the due from related parties balance associated with NEE's structured payables program were approximately $5 million and $770 million, respectively, with corresponding amounts in accounts payable and accrued expenses on NEP's consolidated balance sheets.

Related Party Tax Receivable – In 2018, NEP and NEE entered into a tax sharing agreement and, as a result, NEP recorded a related party tax receivable of approximately $18 million which was reflected in noncontrolling interests on NEP's consolidated balance sheets. In June 2023, NEE contributed 100,169 NEP OpCo units to NEP as payment to settle this related party tax receivable and the units were subsequently cancelled. Approximately $13 million, primarily related to the difference between the value of the related party tax receivable and the value of the NEP OpCo units received, was recorded as an adjustment to common unit equity and noncontrolling interests.

Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze (see Note 3), 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 investor. At December 31, 2023 and 2022, the note payable was approximately $62 million and $48 million, respectively and is included in long-term debt on NEP's consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.

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

Transportation and Fuel Management Agreements – In connection with the Texas pipelines (see Note 4), 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 years ended December 31, 2023, 2022 and 2021, NEP recognized approximately $17 million, $9 million and $36 million, respectively, in revenues related to the transportation and fuel management agreements which are reflected in income from discontinued operations on the consolidated statements of income. The increase in the recognized revenues in 2021 primarily relates to higher demand and the related impact on natural gas prices during extreme winter weather experienced primarily in Texas during February 2021.

Related Party Note Receivable – As part of the 2016 acquisition from NEER of Seiling Wind Investments, LLC, a subsidiary of NEP acquired an approximately $25 million receivable from a subsidiary of NEER (Seiling related party note receivable) relating to operational performance issues at the related projects. The Seiling related party note receivable is intended to compensate NEP for the operational performance issues and is supported in full by compensation expected from an equipment vendor under an undertaking the vendor has with NEER. This receivable bears interest at 7.1% per annum, is payable by NEER in equal semi-annual installments and matures in December 2035. For each of the years ended December 31, 2023, 2022 and 2021, NEP received payments of approximately $2 million. The Seiling related party note receivable, interest and related payments are reflected in noncontrolling interests on NEP's consolidated financial statements.

Tax Allocations – NEE Equity, as holder of the Class P units, is expected to be allocated for the 2023 tax year taxable gains for U.S. federal income tax purposes estimated as of December 31, 2023 to be approximately $258 million from certain transactions as specified in the NEP OpCo LP Agreement. See Note 2 – Income Taxes, Note 4 and Note 8.

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Quarterly Data (Unaudited)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Quarterly Data (Unaudited)

Quarterly Data (Unaudited)

NEP's previously reported condensed consolidated quarterly financial and share-based information has been retrospectively adjusted in the following table to reflect the changes resulting from the Texas pipelines being presented as income from discontinued operations. See Note 4.

	March 31(a)		June 30(a)		September 30(a)		December 31(a)
	(millions, except per unit amounts)
2023
Operating revenues	$	245	$	292	$	308	$	232
Operating income (loss)	$	(35)	$	26	$	32	$	(53)
Income (loss) from continuing operations	$	(182)	$	56	$	100	$	(205)
Income from discontinuing operations	$	31	$	33	$	32	$	353
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:(b)
From continuing operations	$	(0.23)	$	0.43	$	0.47	$	(0.35)
From discontinued operations	$	0.06	$	0.10	$	0.10	$	1.55
2022
Operating revenues	$	226	$	302	$	237	$	204
Operating income (loss)	$	(2)	$	95	$	9	$	(58)
Income (loss) from continuing operations	$	294	$	502	$	192	$	(19)
Income from discontinuing operations	$	39	$	36	$	40	$	37
Earnings per common unit attributable to NextEra Energy Partners, LP – basic:(b)
From continuing operations	$	1.62	$	2.52	$	0.83	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.10	$	0.09
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution:(b)
From continuing operations	$	1.62	$	2.52	$	0.82	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.11	$	0.09

____________________

(a)In the opinion of management, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods, have been made. Results of operations for an interim period generally will not give a true indication of results for the year. Variations in operations reported on a quarterly basis primarily reflect the seasonal nature of NEP's business. The sum of the quarterly amounts may not equal the total for the year due to rounding.

(b)The sum of the quarterly amounts may not equal the total for the year due to rounding and changes in weighted-average number of common units outstanding.

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Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$ 200	$ 477	$ 137

XML

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Summary of Significant Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation – NEP’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.), or GAAP. The consolidated financial statements include NEP’s accounts and operations and those of its subsidiaries in which NEP has a controlling interest.

All intercompany transactions have been eliminated in consolidation. Certain amounts included in prior years' consolidated financial statements have been reclassified to conform to the current year's presentation, including presentation of discontinued operations as discussed in Note 4. The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition – Revenue is generated primarily from various non-affiliated parties under long-term power purchase agreements (PPA) and natural gas transportation agreements. Revenue is recognized as energy and any related renewable energy attributes are delivered, which is when revenue is earned based on energy delivered at rates stipulated in the respective PPAs, or natural gas transportation services are performed. See Note 5.

Income Taxes

Income Taxes – NEP recognizes in income its applicable ownership share of U.S. income taxes due to the disregarded tax status of substantially all of the projects under NEP OpCo. NEP is allocated its taxable income (loss) pursuant to the limited partnership agreement of NEP OpCo (NEP OpCo LP Agreement), for U.S. federal income tax purposes. Additionally, pursuant to the NEP OpCo LP Agreement, NextEra Energy Operating Partners GP, LLC, with the consent of NEE Equity, may allocate to NEE Equity, as holder of the Class P units, some or all of the current or future year taxable income or gain resulting from certain transactions for U.S. federal income tax purposes which would impact NEP's deferred taxes and would not impact NEP's total tax expense in the period the allocation is made. In any taxable period that begins at least five years after the taxable period for which any such allocation of taxable income or gain is made to NEE Equity, NEE Equity may approve the allocation of offsetting losses and deductions to NEE Equity with respect to such income or gain allocation as specified in the NEP OpCo LP Agreement.

Equity

Equity – Equity reflects the financial position of the parties with an ownership interest in the consolidated financial statements. NextEra Energy Partners GP, Inc. has a total equity interest in NEP of $10,000 at December 31, 2023 and 2022.

Limited partners' equity in common units at December 31, 2023 and 2022 reflects the investment of NEP common unitholders, changes to net income attributable to NEP, distributions of available cash to common unitholders and other contributions from or distributions to NEP common unitholders. Accumulated other comprehensive loss at December 31, 2023 and 2022 reflects other comprehensive income (loss) attributable to NEP.

Noncontrolling Interests

Noncontrolling Interests – Noncontrolling interests represents the portion of net assets in consolidated entities that are not owned by NEP and are reported as a component of equity on NEP’s consolidated balance sheets. At December 31, 2023, noncontrolling interests on NEP's consolidated balance sheets primarily reflect NEE Equity's 51.4% noncontrolling interest in NEP OpCo and 50% interest in Star Moon Holdings, LLC (Star Moon Holdings), NEER's approximately 50% noncontrolling

ownership interest in Silver State South Solar, LLC (Silver State), NEER's 33% noncontrolling interest in Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings) and NEER's 51% noncontrolling interest in Emerald Breeze Holdings, LLC (Emerald Breeze) (see Note 3), the interests related to differential membership interests discussed below and the Class B noncontrolling membership interests discussed below. At December 31, 2022, noncontrolling interests on NEP's consolidated balance sheet also includes non-affiliated party's 10% interest in one of the Texas pipelines which was sold in December 2023 (see Note 4).

Certain indirect subsidiaries of NEP have sold noncontrolling Class B membership interests in entities that have ownership interests in 40 wind projects and eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility (differential membership interests) to third-party investors. Although the third-party investors own equity interests in the wind, solar and battery storage projects, NEP retains a controlling interest in the entities as of December 31, 2023 and therefore presents the differential membership interests as noncontrolling interests. NEP, through O&M and administrative services agreements (ASAs) with subsidiaries of NEER, operates and manages the wind, solar and battery storage projects, and consolidates the entities that directly and indirectly own the wind, solar and battery storage projects. The third-party investors are allocated earnings, tax attributes and cash flows in accordance with the respective limited liability company agreements. Those economics are allocated primarily to the third-party investors until they receive a targeted return (the flip date) and thereafter to NEP. NEP has the right to call the third-party interests at specified amounts if and when the flip date occurs. See Note 11.

Subsidiaries of NEP have sold Class B noncontrolling membership interests in NEP Renewables, LLC (NEP Renewables), NEP Renewables II, LLC (NEP Renewables II), NextEra Energy Partners Pipelines, LLC (NEP Pipelines), South Texas Midstream, LLC (STX Midstream), Genesis Solar Holdings, LLC (Genesis Holdings), NEP Renewables III, LLC (NEP Renewables III) and NEP Renewables IV, LLC (NEP Renewables IV) (collectively, Class B noncontrolling membership interests). In 2021, NEP exercised its buyout right for the Class B noncontrolling membership interests in NEP Renewables. In 2023, NEP exercised its buyout right for the Class B noncontrolling membership interests in STX Midstream and 15% of the Class B noncontrolling membership interests in NEP Renewables II. See Note 14 – Class B Noncontrolling Interests. The NEP subsidiaries selling the Class B noncontrolling membership interests retain controlling interests in the related entities as of December 31, 2023 and therefore NEP presents the Class B noncontrolling membership interests as noncontrolling interests.

For the differential membership interests and Class B noncontrolling membership interests, NEP has determined the allocation of economics between the controlling party and third-party investor should not follow the respective ownership percentages for each investment but rather the hypothetical liquidation of book value (HLBV) method based on the governing provisions in each respective limited liability company agreement. Under the HLBV method, the amounts of income and loss attributable to the noncontrolling interests reflects changes in the amount the owners would hypothetically receive at each balance sheet date under the respective liquidation provisions, assuming the net assets of these entities were liquidated at the recorded amounts, after taking into account any capital transactions, such as contributions and distributions, between the entities and the owners. At the point in time that the third party, in hypothetical liquidation, would achieve its targeted return, NEP attributes the additional hypothetical proceeds to the differential membership interests based on the call price.

For the noncontrolling interests, other than the differential membership interests and the Class B noncontrolling membership interests, net income (loss) is allocated based on the respective ownership percentages. Thus, the impact of the net income (loss) attributable to the Class B noncontrolling membership interests and the differential membership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to NEP based on their respective ownership percentage of NEP OpCo. Distributions related to the noncontrolling interests, other than the differential membership interests and Class B noncontrolling membership interests, are reflected as partner distributions in NEP's consolidated statements of cash flows.

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interests – In connection with the December 2021 acquisition from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $321 million relating to certain contingencies whereby NEP may

have been obligated to either redeem interests of third-party investors in certain projects or return proceeds to third-party investors in certain projects. As the contingencies were resolved during 2022, NEP reclassified the recorded amounts to noncontrolling interests.

Subsequent to the acquisition in December 2022 from NEER (see Note 3), NEP recorded redeemable noncontrolling interests of approximately $101 million relating to certain contingencies whereby NEP may have been obligated to reacquire all or a portion of the third-party investor's interests in an under construction project. As the contingencies were resolved during 2023, NEP reclassified approximately $105 million of redeemable noncontrolling interests to noncontrolling interests.

Property, Plant and Equipment - net

Property, Plant and Equipment – net – Property, plant and equipment consists primarily of development, engineering and construction costs for the renewable energy assets, equipment, land, substations and transmission lines. Property, plant and equipment, excluding land and perpetual rights-of-way, is recorded at cost and depreciated on a straight-line basis over the estimated useful lives ranging from three to 39 years, commencing on the date the assets are placed in service or acquired (see Note 9). Maintenance and repairs of property, plant and equipment are charged to O&M expense as incurred.

Property, plant and equipment – net on NEP's consolidated balance sheets includes construction work in progress which reflects construction materials, other equipment, third-party engineering costs, capitalized interest and other costs directly associated with the development and construction of the various projects. Upon commencement of plant operations, costs associated with construction work in progress are transferred to the appropriate category in property, plant and equipment – net.

The American Recovery and Reinvestment Act of 2009, as amended, provided for an option to elect a cash grant (convertible investment tax credits) for certain renewable energy property. Convertible investment tax credits (CITCs) are recorded as a reduction in property, plant and equipment – net on NEP's consolidated balance sheets and are amortized as a corresponding reduction to depreciation expense over the estimated life of the related asset

Cash and Cash Equivalents

Cash and Cash Equivalents – Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. NEP primarily holds such investments in money market funds.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are reported at the invoiced or estimated amount adjusted for any write-offs and any estimated allowance for doubtful accounts on NEP's consolidated balance sheets. The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. There was no allowance for doubtful accounts recorded at December 31, 2023 and 2022.

Restricted Cash

Restricted Cash – At December 31, 2023 and 2022, NEP had approximately $20 million and $49 million, respectively, of restricted cash included in current other assets on NEP's consolidated balance sheets. Restricted cash at December 31, 2023 and 2022 is primarily related to an operating cash reserve. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Concentration of Credit Risk

Concentration of Credit Risk – Financial instruments which potentially subject NEP to concentrations of credit risk consist primarily of accounts receivable and derivative instruments. Accounts receivable are comprised primarily of amounts due from various non-affiliated parties who are counterparties to the PPAs or natural gas transportation agreements. The majority of NEP's counterparties are in the energy industry, and this concentration may impact the overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, industry or other conditions. If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on NEP’s consolidated results of operations and financial condition. Substantially all amounts due from such counterparties at December 31, 2023 have been collected.

Inventories

Inventories – Spare parts inventories are carried at the lower of weighted-average cost and net realizable value

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets – Long-lived assets that are held and used and finite-lived intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the asset exceeds the asset's fair value. In most instances, the fair value is determined by discounting estimated future cash flows using an appropriate interest rate.

Business Combinations

Purchase Accounting – For projects acquired, NEP allocates the cost of the acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Goodwill acquired in connection with business acquisitions represents the excess of consideration over the fair value of net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired and evaluating the fair value of liabilities assumed. See Note 3.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill – Goodwill is assessed for impairment at least annually by applying a fair value-based analysis. NEP completed the annual impairment test for goodwill using an assessment date of October 1 and determined, based on the results, that no goodwill impairment charge was required. NEP will continue to monitor its goodwill carrying value for future impairments.

Intangible Asset - Customer Relationships and Intangible Asset - PPAs

Intangible Asset – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible asset – PPAs primarily related to acquisitions in 2018, 2019, 2020 and acquisitions discussed in Note 3. Intangible asset – PPAs are amortized into operating revenues on a straight-line basis over the remaining contract terms of the related PPAs, which approximates the period giving rise to the value.

Intangible Liabilities

Intangible Liabilities – PPAs – At December 31, 2023 and 2022, NEP's consolidated balance sheets reflect intangible liabilities – PPAs primarily related to acquisitions from NEER discussed in Note 3 and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the PPAs, which approximates the period giving rise to the value.

Discontinued Operations, Policy

Assets Held for Sale and Discontinued Operations – Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from NEP's Board of Directors, commits to a plan to sell and sale is expected to be completed within one year. Assets and liabilities held for sale are recorded at the lower of their carrying value or their estimated fair value less cost to sell. If the disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets held for sale criteria and also represents a strategic shift that will have a major effect on the entity's operations and financial results is also reflected as discontinued operations in the statements of income and prior periods are recast to reflect the earnings or losses from such business as income from discontinued operations, net of tax expense. See Note 4.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities – Derivative instruments, when required to be marked to market, are recorded on NEP’s consolidated balance sheets as either an asset or a liability measured at fair value. See Note 6.

Fair Value Measurements

Fair Value Measurements – NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical or comparable assets and liabilities for those assets and liabilities that are measured on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the fair value measurement of its assets and liabilities and the placement of those assets and liabilities within the fair value hierarchy levels. See Note 6.

Long-term Debt Costs

Long-term Debt Costs – NEP recognizes interest expense using the effective interest method over the life of the related debt. Certain of NEP’s debt obligations include escalating interest rates that are incorporated into the effective interest rate for the related debt. Deferred interest includes interest expense recognized in excess of the interest payments accrued for the related debt’s stated interest payments and is recorded in other liabilities on NEP’s consolidated balance sheets. Debt issuance costs include fees and costs incurred to obtain long-term debt and are amortized over the life of the related debt using the effective interest rate established at debt issuance.

Asset Retirement Obligations

Asset Retirement Obligations – Asset retirement obligations are those for which a legal obligation exists under laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing or method of settlement may be conditioned on a future event.

NEP accounts for asset retirement obligations and conditional asset retirement obligations (collectively, AROs) under accounting guidance that requires a liability for the fair value of an ARO to be recognized in the period in which it is incurred if it can be

reasonably estimated, with the offsetting associated asset retirement costs capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the asset’s estimated useful life. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense, which is included in depreciation and amortization expense in NEP’s consolidated statements of income. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted.

Investments in Unconsolidated Entities

Investments in Unconsolidated Entities – NEP accounts for the investments in its unconsolidated entities under the equity method. NEP’s share of earnings (losses) in the unconsolidated entities is included in equity in earnings of equity method investees and equity in earnings (losses) of non-economic ownership interests in NEP's consolidated statements of income. NEP records losses of the unconsolidated entities only to the extent of its investment unless there is an obligation to provide further financial support for the investee. All equity in earnings (losses) of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. See Note 10 and Note 11. NEP evaluates its equity method investments for impairment when events or changes in circumstances indicate that the fair value of the investment is less than the carrying value and the investment may be other-than-temporarily impaired. An impairment loss is required to be recognized if the impairment is deemed to be other than temporary. Investments that are other-than-temporarily impaired are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value.

Variable Interest Entities (VIEs)

Variable Interest Entities (VIEs) – An entity is considered to be a VIE when its total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, or its equity investors, as a group, lack the characteristics of having a controlling financial interest. A reporting company is required to consolidate a VIE as its primary beneficiary when it has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. NEP evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 11

Leases

Leases – NEP determines if an arrangement is a lease at inception. NEP recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. For sales-type leases, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on fixed payments under the contract and the residual value of the asset being leased. NEP has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for substantially all classes of underlying assets except for purchase power agreements. ROU assets are included primarily in noncurrent other assets, lease liabilities are included in current and noncurrent other liabilities and net investments in sales-type leases are included in current and noncurrent other assets on NEP's consolidated balance sheets. Operating lease expense is included in O&M expense, interest and amortization expense associated with finance leases are included in interest expense and depreciation and amortization expense, respectively, and rental income associated with operating leases and interest income associated with sales-type leases are included in operating revenues in NEP’s consolidated statements of income. See Note 12.

Fair Value Measurement of Derivative Instruments

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities on its 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 interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in NEP's consolidated statements of income.

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

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

Fair Value of Financial 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 consolidated balance sheets is estimated using a market approach based on current observable market prices.

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Summary of Significant Accounting and Reporting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Non-controlling Interests

Noncontrolling Interest [Line Items]

Schedule of Stockholders Equity

Details of the activity in noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 are below:

	Class B Noncontrolling Membership Interests		Differential Membership Interests		NEE's Indirect Noncontrolling Ownership Interests(a)		Other Noncontrolling Ownership Interests		Total Noncontrolling Interests
	(millions)
Balances, December 31, 2020	$	3,550	$	1,759	$	(14)	$	58	$	5,353
Sale of Class B noncontrolling interests – net	893		—		—		—		893
Acquisition of subsidiary with noncontrolling interests	—		1,618		25		851		2,494
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	298		(313)		269		33		287
Other comprehensive income	—		—		2		—		2
Distributions, primarily to related parties	—		—		(322)		(102)		(424)
Changes in non-economic ownership interests	—		—		—		127		127
Differential membership investment contributions, net of distributions	—		39		—		—		39
Payments to Class B noncontrolling interest investors	(80)		—		—		—		(80)
Sale of differential membership interest	—		48		—		—		48
Buyout of Class B noncontrolling interest investor	(879)		—		—		—		(879)
Other – net	1		(1)		—		(1)		(1)
Balances, December 31, 2021	3,783		3,150		(38)		966		7,861
Sale of Class B noncontrolling interests – net	1,115		—		—		—		1,115
Acquisition of subsidiaries with differential membership interests	—		1,494		—		—		1,494
Acquisition of subsidiaries with noncontrolling interests	—		—		518		—		518
Related party note receivable	—		—		2		—		2
Net income (loss) attributable to noncontrolling interests	296		(573)		788		124		635
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(346)		(36)		(382)
Changes in non-economic ownership interests	—		—		—		1		1
Differential membership investment contributions, net of distributions	—		101		—		—		101
Payments to Class B noncontrolling interest investors	(163)		—		—		—		(163)
Reclassification of redeemable noncontrolling interests	—		330		—		—		330
Reclassification to current other liabilities(b)	—		(142)		(25)		—		(167)
Other – net	—		(1)		(9)		10		—
Balances, December 31, 2022	5,031		4,359		891		1,065		11,346
Sale of Class B noncontrolling interests – net	177		—		—		—		177
Acquisition of subsidiaries with differential membership interests	—		165		—		—		165
Acquisition of subsidiary with noncontrolling interest	—		—		72		—		72
Net income (loss) attributable to noncontrolling interests	333		(696)		303		74		14
Other comprehensive income	—		—		1		—		1
Distributions, primarily to related parties	—		—		(391)		(41)		(432)
Changes in non-economic ownership interests	—		—		—		11		11
Differential membership investment contributions, net of distributions	—		118		—		—		118
Payments to Class B noncontrolling interest investors	(146)		—		—		—		(146)
Sale of differential membership interests	—		92		—		—		92
Reclassification of redeemable noncontrolling interests	—		105		—		—		105
Buyout of Class B noncontrolling interest investors	(972)		—		—		—		(972)
Sale of subsidiary with noncontrolling interest	—		—		—		(80)		(80)
Other – net	(6)		—		23		—		17
Balances, December 31, 2023	$	4,417	$	4,143	$	899	$	1,029	$	10,488

____________________

(a)    Primarily reflects NEE Equity's noncontrolling interest in NEP OpCo and NEER's noncontrolling interest in Silver State, Sunlight Renewables Holdings and Emerald Breeze.

(b)    In December 2022, NEP entered into agreements to acquire certain differential membership interests, which resulted in the reclassification of the remaining noncontrolling interests to current other liabilities.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of business acquisitions by acquisition

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the August 2021 acquisition:

	(millions)
Total consideration transferred	$	815
Identifiable assets acquired and liabilities assumed
Cash	$	18
Accounts receivable, inventory and prepaid expenses	14
Property, plant and equipment – net	191
Intangible assets – PPAs	432
Goodwill	179
Noncurrent other assets	1
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(12)
Total net identifiable assets, at fair value	$	815

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the October 2021 acquisition:

	(millions)
Total consideration transferred	$	585
Identifiable assets acquired and liabilities assumed
Cash	$	4
Accounts receivable, inventory and prepaid expenses	11
Property, plant and equipment – net	560
Intangible assets – PPAs	42
Goodwill	33
Investments in equity method investees	66
Noncurrent other assets	19
Accounts payable, accrued expenses and current other liabilities	(8)
Noncurrent other liabilities	(20)
Noncontrolling interests	(122)
Total net identifiable assets, at fair value	$	585

In connection with the asset acquisition of Star Moon Holdings, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	855
Identifiable assets acquired and liabilities assumed
Cash	$	21
Accounts receivable, inventory and prepaid expenses	14
Due from related parties(a)	1,015
Property, plant and equipment – net	3,695
Intangible assets – PPAs	107
Noncurrent other assets	48
Accounts payable, accrued expenses and current other liabilities(a)	(1,038)
Asset retirement obligation	(70)
Intangible liabilities – PPAs	(179)
Noncurrent other liabilities	(65)
Redeemable noncontrolling interests(b)	(321)
Noncontrolling interests	(2,372)
Total net identifiable assets	$	855

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    See Note 2 – Redeemable Noncontrolling Interests.

In connection with the December 2022 asset acquisition, NEP recorded the following balances:

	(millions)
Total consideration transferred	$	813
Identifiable assets acquired and liabilities assumed
Cash	$	14
Accounts receivable, inventory and prepaid expenses	12
Due from related parties(a)	836
Current other assets(b)	118
Property, plant and equipment – net	3,503
Noncurrent other assets	16
Accounts payable, accrued expenses and current other liabilities(a)	(771)
Due to related parties(c)	(80)
Long-term debt(d)	(46)
Asset retirement obligation	(27)
Intangible liabilities – PPAs	(986)
Noncurrent other liabilities	(6)
Noncontrolling interests	(1,770)
Total net identifiable assets	$	813

____________________

(a)    Due from related parties reflects the amounts due from NEER which were used to pay accounts payable and accrued expenses related to the construction of the projects acquired.

(b)    Includes an approximately $71 million deposit relating to Eight Point which was transferred to Emerald Breeze in March 2023 as discussed above.

(c)    Due to related parties reflects amounts due to a NEE subsidiary related to construction costs, which costs are reimbursed by NEER.

(d)    See Note 15 – Related Party Long-Term Debt.

The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the 2023 acquisition:

	(millions)
Total consideration transferred	$	598
Identifiable assets acquired and liabilities assumed
Cash	$	15
Accounts receivable, inventory and prepaid expenses	17
Current derivative assets	4
Property, plant and equipment – net	764
Intangible assets – PPAs	141
Goodwill	21
Noncurrent derivative assets	8
Noncurrent other assets	5
Accounts payable, accrued expenses and current other liabilities	(5)
Long-term debt	(153)
Asset retirement obligation	(12)
Intangible liabilities – PPAs	(37)
Noncurrent other liabilities	(5)
Noncontrolling interest	(165)
Total net identifiable assets, at fair value	$	598

The amounts of revenues, operating income, net income (loss) and net income attributable to NEP included in NEP's consolidated statement of income related to the 2023 acquisition for the period after closing through December 31, 2023 are as follows:

	(millions)
Revenues	$	39
Operating income	$	10
Net income (loss)	$	(7)
Net income attributable to NEP	$	4

Business Acquisition, Financial Statement Information

The amounts of revenues, operating income, net income and net income attributable to NEP included in NEP's consolidated statements of income related to the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition for the periods after the respective closings through December 31, 2021 are as follows:

	(millions)
Revenues	$	25
Operating income	$	1
Net income	$	—
Net income attributable to NEP	$	3

Pro forma information

NEP’s pro forma results of operations in the combined entity had the 2023 acquisition been completed on January 1, 2022 and the August 2021 acquisition, the October 2021 acquisition and the Coram II acquisition been completed on January 1, 2020 are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Unaudited pro forma results of operations:
Pro forma revenues	$	1,120	$	1,051	$	807
Pro forma operating income (loss)	$	(9)	$	82	$	77
Pro forma net income	$	223	$	1,151	$	411
Pro forma net income attributable to NEP	$	211	$	497	$	143

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The table below presents the financial results of the Texas pipelines included in income from discontinued operations:

	Years Ended December 31,
	2023		2022		2021
	(millions)
OPERATING REVENUES(a)	$	224	$	242	$	260
OPERATING EXPENSES
Operations and maintenance(b)	30		44		45
Depreciation and amortization	32		36		37
Taxes other than income taxes and other	8		9		8
Total operating expenses – net	70		89		90
GAIN ON DISPOSAL OF A BUSINESS	375		—		—
OPERATING INCOME	529		153		170
OTHER INCOME (DEDUCTIONS)
Interest expense	(22)		5		(3)
Equity in earnings of equity method investees	2		6		2
Other – net	—		(2)		—
Total other income (deductions) – net	(20)		9		(1)
INCOME BEFORE INCOME TAXES	509		162		169
INCOME TAXES	59		10		11
INCOME FROM DISCONTINUED OPERATIONS(c)	$	450	$	152	$	158

____________________

(a)    Represents service revenues earned under gas transportation agreements. Includes related party revenues of approximately $32 million, $23 million and $40 million for 2023, 2022 and 2021, respectively. Includes revenues attributable to foreign countries related to NEP's contract with a Mexican counterparty of approximately $144 million, $155 million and $141 million for 2023, 2022 and 2021, respectively.

(b)    Includes related party amounts of approximately $12 million, $33 million and $40 million for 2023, 2022 and 2021, respectively.

(c)    Includes net income attributable to noncontrolling interests of approximately $281 million, $120 million and $125 million for 2023, 2022 and 2021, respectively. Income tax expense attributable to noncontrolling interests for all periods are less than $1 million.

Disposal Groups, Including Discontinued Operations, Assets and Liabilities Held For Sale

The table below presents the aggregate carrying amounts for the major classes of assets and liabilities held for sale related to the Texas pipelines:

	December 31, 2022
	(millions)
ASSETS HELD FOR SALE
Current assets held for sale:
Cash and cash equivalents	$	9
Accounts receivable	20
Due from related parties	4
Inventory	2
Other	9
Total current assets held for sale	44
Noncurrent assets held for sale:
Property, plant and equipment – net	758
Intangible assets – customer relationships – net(a)	526
Goodwill	79
Investments in equity method investees	42
Other	3
Total noncurrent assets held for sale	1,408
TOTAL ASSETS HELD FOR SALE	$	1,452
LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE
Current liabilities associated with assets held for sale:
Accounts payable and accrued expenses	$	1
Due to related parties	5
Accrued property taxes	8
Other	6
Total current liabilities associated with assets held for sale	20
Noncurrent liabilities associated with assets held for sale:
Other	3
Total noncurrent liabilities associated with assets held for sale	3
TOTAL LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE	$	23

____________________

(a)    Reflects intangible asset – customer relationships related to the acquisition of the Texas pipelines in 2015 which were amortized on a straight-line basis over the estimated useful life of approximately 40 years. At December 31, 2022, accumulated amortization related to the intangible asset – customer relationships was approximately $114 million. Amortization expense for intangible asset – customer relationships was approximately $13 million, $17 million and $17 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Disposal Groups, Including Discontinued Operations, Cash Flows

The table below presents cash flows from discontinued operations for major captions on the consolidated statements of cash flows related to the Texas pipelines:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Depreciation and amortization	$	32	$	36	$	37
Change in value of derivative contracts	$	14	$	(14)	$	(6)
Deferred income taxes	$	59	$	10	$	11
Gain on disposal of a business	$	375	$	—	$	—
Capital expenditures and other investments	$	(137)	$	(33)	$	(11)

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Derivative Instruments and Hedging Activity (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of the fair values of derivative instruments designated as cash flow hedging instruments included in balance sheets

The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at December 31, 2023 and 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 NEP's consolidated balance sheets.

	December 31, 2023
	Level 1		Level 2		Level 3		Netting(a)		Total
	(millions)
Assets:
Interest rate contracts	$	—	$	195	$	—	$	4	$	199
Commodity contracts	$	—	$	—	$	1	$	—	1
Total derivative assets									$	200
Liabilities:
Interest rate contracts	$	—	$	30	$	—	$	4	$	34
Commodity contracts	$	—	$	—	$	21	$	—	21
Total derivative liabilities									$	55
Net fair value by balance sheet line item:
Current other assets									$	61
Noncurrent other assets									139
Total derivative assets									$	200
Current other liabilities									$	18
Noncurrent other liabilities									37
Total derivative liabilities									$	55

____________________

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

	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 other assets									$	65
Noncurrent other 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.

Schedule of gains (losses) related to cash flow hedges

Gains (losses) related to NEP's derivatives are recorded in NEP's consolidated financial statements as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Interest rate contracts – interest expense	$	(122)	$	1,018	$	163
Interest rate contracts – income from discontinued operations	$	2	$	15	$	5
Commodity contracts – operating revenues	$	(20)	$	2	$	—

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Non-Derivative Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities and other fair value measurements on a recurring basis

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

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

Schedule of other financial instrument, carrying amounts and estimated fair values

The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:

	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Long-term debt, including current maturities(a)	$	6,289	$	6,136	$	5,288	$	5,105

____________________

(a)    At December 31, 2023 and December 31, 2022, approximately $6,120 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 December 31, 2023 and 2022, approximately $1,446 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.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income

The components of income (loss) before income taxes are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Continuing operations	$	(257)	$	1,130	$	303
Discontinuing operations(a)	509		162		169
Total income before income taxes	$	252	$	1,292	$	472

____________________

(a)    See Note 4.

Components of income tax expense (benefit)

The components of income tax expense (benefit) are as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Federal:
Current	$	—	$	—	$	1
Deferred	(28)		118		24
Total federal	(28)		118		25
State:
Current	—		—		1
Deferred	3		43		11
Total state	3		43		12
Income tax expense (benefit) from continuing operations	(25)		161		37
Income taxes from discontinued operations	59		10		11
Total income taxes	$	34	$	171	$	48

Schedule of reconciliation of U.S. federal income tax at the statutory rate to income tax expense

A reconciliation of U.S. federal income tax at the statutory rate to the actual income taxes is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Income tax expense (benefit) at U.S. statutory rate of 21%	$	(54)	$	237	$	63
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interests	54		(110)		(32)
State income taxes – net of federal income tax benefit	2		33		10
Renewable energy tax credits	(28)		(2)		(2)
Other – net	1		3		(2)
Income tax expense (benefit) from continuing operations	$	(25)	$	161	$	37

Deferred tax assets and liabilities

The income tax effects of temporary differences giving rise to NEP's deferred income tax liabilities and assets are as follows:

	December 31,
	2023		2022
	(millions)
Deferred tax liabilities:
Investment in partnership(a)(b)	$	(263)	$	(199)
Total deferred tax liabilities	(263)		(199)
Deferred tax assets:
Net operating loss carryforwards(b)	418		363
Tax credit carryforwards	41		15
Valuation allowance	(3)		(4)
Total deferred tax assets	456		374
Net deferred income taxes	$	193	$	175

____________________

(a)    At December 31, 2023 and 2022, includes a deferred tax asset of approximately $10 million and $18 million, respectively, of interest limitation carryforward with an indefinite expiration period.

(b)    In 2023, excludes approximately $65 million of tax impacts relating to taxable gains, which are estimated to be $258 million as of December 31, 2023, expected to be allocated to NEE Equity. See Note 15 – Tax Allocations.

Deferred tax assets and liabilities included on NEP's consolidated balance sheets are as follows:

	December 31,
	2023		2022
	(millions)
Noncurrent other assets	$	215	$	195
Noncurrent other liabilities	(22)		(20)
Net deferred income taxes	$	193	$	175

Components of deferred tax assets relating to operating loss and tax credit carryforwards

The components of deferred tax assets, before valuation allowance, relating to net operating loss carryforwards and tax credit carryforwards at December 31, 2023 are as follows:

	Amount			Expiration Dates
	(millions)
Net operating loss carryforwards:
Federal	$	363		2034 – 2037
State	55			2028 – 2043
Total net operating loss carryforwards	$	418	(a)
Tax credit carryforwards	$	41	(b)	2024 – 2043

____________________

(a)    Includes approximately $218 million and $7 million of federal and state, respectively, net operating loss carryforwards with an indefinite expiration period.

(b)    In December 2023, NEP OpCo entered into an agreement to sell renewable energy tax credits earned in 2023. NEP expects to receive cash of approximately $24 million relating to its portion of the proceeds in the first quarter of 2024.

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31:

	2023		2022		Range of Useful Lives (in years)
	(millions)
Power-generation assets(a)	$	16,079	$	14,639	3 – 35
Land improvements and buildings	669		609		3 – 39
Land, including perpetual rights-of-way	78		68
Construction work in progress	26		404
Other depreciable assets	447		425		3 – 35
Property, plant and equipment, gross	17,299		16,145
Accumulated depreciation	(2,462)		(1,954)
Property, plant and equipment – net	$	14,837	$	14,191

________________________

(a)    Approximately 92% of power generation assets represent machinery and equipment used to generate electricity with a 35-year depreciable life.

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Equity Method Investment (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summarized information for this equity method investee

Summarized information for these equity method investees is as follows:

	Years Ended December 31,
	2023		2022		2021
	(millions)
Revenues	$	333	$	332	$	315
Operating income	$	128	$	125	$	161
Net income(a)	$	229	$	297	$	258

________________________

(a)    Includes the earnings from equity method investee related to Meade's ownership interest in CPL.

	December 31, 2023		December 31, 2022
	(millions)
Current assets	$	159	$	163
Noncurrent assets(a)	$	4,759	$	4,927
Current liabilities	$	75	$	85
Noncurrent liabilities	$	1,280	$	1,355
NEP's share of underlying equity in the equity method investees	$	2,011	$	2,035
Difference between investment carrying amounts and underlying equity in net assets(b)	(158)		(160)
NEP's investment carrying amounts	$	1,853	$	1,875

________________________

(a)    Includes the equity method investment related to Meade's ownership interest in CPL

(b)    Substantially all of the difference between the investment carrying amount and the underlying equity in net assets is being amortized over the life of the related projects.

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Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Carrying value and future principal payments of long-term debt

The carrying value of NEP’s long-term debt consists of the following:

	December 31,
	2023					2022
	Maturity Date	Balance		Weighted-Average Interest Rate		Balance		Weighted-Average Interest Rate
		(millions)				(millions)
NEP:
Senior unsecured convertible notes – fixed(a)	2024 – 2026	$	1,600	0.78	%	$	1,600	0.78	%
NEP OpCo:
Senior unsecured notes – fixed(b)	2024 – 2029	2,550		5.11	%	1,800		4.22	%
Project level:
Senior secured limited-recourse debt – fixed	2033	18		4.52	%	20		4.52	%
Senior secured limited-recourse debt – variable(c)(d)	2026 – 2032	1,983		7.06	%	1,529		5.83	%
Bank loan(c)(d)		—		—	%	200		6.13	%
Other long-term debt – variable(c)(d)	2028	128		7.49	%	141		6.73	%
Other long-term debt – fixed(e)	2026 – 2031(e)	63		0.08	%	49		0.13	%
Unamortized debt issuance costs and discount		(53)				(51)
Total long-term debt		6,289				5,288
Less current portion of long-term debt		1,348				38
Long-term debt, excluding current portion		$	4,941			$	5,250

________________________

(a)    See additional discussion of the convertible notes and the NEP OpCo credit facility below.

(b)    The NEP OpCo senior unsecured notes are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP and a direct subsidiary of NEP OpCo.

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

(d)    Interest rate contracts, primarily swaps, have been entered into for a majority of these debt issuances. See Note 6.

(e)    See Note 15 – Related Party Long-term Debt.

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Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Reconciliation of NEP's basic and diluted earnings per unit

The reconciliation of NEP's basic and diluted earnings per unit is as follows:

		Years Ended December 31,
		2023		2022		2021
	(millions, except per unit amounts)
Numerator:
From continuing operations – basic and assuming dilution		$	31	$	445	$	104
From discontinuing operations – basic and assuming dilution		169		32		33
Net income attributable to NEP		$	200	$	477	$	137
Denominator:
Weighted-average number of common units outstanding – basic		91.6		84.9		77.2
Effect of dilutive convertible notes		—		—		0.2
Weighted-average number of common units outstanding – assuming dilution		91.6		84.9		77.4
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:
From continuing operations		$	0.34	$	5.24	$	1.34
From discontinued operations		1.84		0.38		0.43
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution		$	2.18	$	5.62	$	1.77

Schedule of Investments in and Advances to Affiliates, Schedule of Investments

Subsidiaries of NEP sold noncontrolling Class B membership interests in NEP Renewables II, NEP Pipelines, Genesis Holdings, NEP Renewables III and NEP Renewables IV as described below:

	NEP Renewables II	NEP Pipelines	Genesis Holdings	NEP Renewables III	NEP Renewables IV
Underlying projects/pipeline	Renewable energy projects with a combined net generating capacity of approximately 1,130 MW(a)	Equity method interest in a natural gas pipeline located in Pennsylvania	Renewable energy projects with a combined net generating capacity of approximately 1,124 MW	Renewable energy projects with a combined net generating capacity of approximately 1,260 MW	Renewable energy projects with a combined net generating capacity of approximately 2,046 MW
Date of sale	June 11, 2019	November 13, 2019	December 18, 2020	December 28, 2021	December 15, 2022
Gross proceeds	$900 million(a)	$168 million	$1,243 million(b)	$816 million(c)	$887 million(d)
Initial allocation of distributable cash to Class B investors	5%	1%	25%(b)	65%(c)	17%(d)
Period for initial allocation	6 years	6 years	10 years	10 years	10 years
Period for initial allocation if minimum buyouts have not occurred	4.5 years	5 years	6.75 years	6 years	6.5 years
Allocation of distributable cash to Class B investors after initial allocation period	99%	99%	80%(b)	99%	99%
Date buyout period begins	December 11, 2022	May 13, 2023	December 18, 2025	December 28, 2026	December 15, 2027
Buyout right timing(e)(f)	Periodically, and for partial interests between years 3.5 and 6(a)	Periodically, and for partial interests between years 3.5 and 6.5	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10	Periodically, and for partial interests between years 5 and 10
Percentage of buyout price that can be paid in NEP non-voting common units at current market price(g)	70%	100%	100%	100%	100%

____________________

(a)Reflects the sale of ownership interests in one wind project with a net generating capacity of approximately 62 MW which were sold to a third party in January 2023. Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B membership interests (see Note 2 – Disposal of Wind Project). In December 2023, NEP paid aggregate cash consideration of approximately $180 million to the third-party investor after electing to exercise the buyout right and purchase 15% of the Class B membership interests in NEP Renewables II.

(b)At December 31, 2020, NEP retained certain Class B membership interests in Genesis Holdings which were sold to the Class B investors for approximately $493 million at a final funding in June 2021. Prior to the final Class B funding, NEP received approximately 83% of Genesis Holdings’ cash distributions and the third-party investors received 17%. The allocation of distributable cash to Class B investors increases to 99% if NEP has not exercised certain buyout rights by September 18, 2027, but after December 18, 2030, the allocation of distributable cash to Class B investors decreases to 80%, subject to certain adjustments.

(c)At December 31, 2021, NEP retained certain Class B membership interests in NEP Renewables III which were sold to the Class B investors for approximately $408 million at a final funding in June 2022. Prior to the final Class B funding, NEP received approximately 67.5% of NEP Renewables III's cash distributions and the third-party investors received 32.5%.

(d)At December 31, 2022, NEP retained certain Class B membership interests in NEP Renewables IV which were sold to the Class B investors for approximately $177 million at a final funding in November 2023. Prior to the final Class B funding, NEP received approximately 86% of NEP Renewables IV's cash distributions and the third-party investors received 14%.

(e)The buyout right is subject to certain limitations and/or extensions in the respective agreements, including, but not limited to, NEP being able to purchase a maximum of the Class B units following anniversaries specified in certain of the agreements.

(f)Each limited liability company agreement provides the Class B investor the right to require NEP to repurchase the Class B membership interests in the event of a specified change in control of NEP at a stated rate of return.

(g)NEP may elect to pay the buyout price in NEP non-voting common units or cash (or any combination thereof), subject to conditions and limitations set forth in the applicable agreements. Percentages shown represent the maximum percentages NEP expects it can pay in NEP non-voting common units without the acquiescence of the Class B investor, subject to applicable closing conditions. Holders of the NEP non-voting common units will have the right to receive pro rata quarterly cash distributions and the right to convert, subject to certain limitations, the NEP non-voting common units into NEP common units on a one-for-one basis.

Schedule of accumulated other comprehensive income (loss)

	Accumulated Other Comprehensive Income (Loss)
	Other Comprehensive Income (Loss) Related to Equity Method Investee		Total
	(millions)
Balances, December 31, 2020	$	(20)	$	(20)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2021	(18)		(18)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2022	(16)		(16)
Other comprehensive income related to equity method investee	2		2
Balances, December 31, 2023	$	(14)	$	(14)
AOCI attributable to noncontrolling interest, December 31, 2023	$	(7)	$	(7)
AOCI attributable to NextEra Energy Partners, December 31, 2023	$	(7)	$	(7)

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Quarterly Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Schedule of quarterly financial data

NEP's previously reported condensed consolidated quarterly financial and share-based information has been retrospectively adjusted in the following table to reflect the changes resulting from the Texas pipelines being presented as income from discontinued operations. See Note 4.

	March 31(a)		June 30(a)		September 30(a)		December 31(a)
	(millions, except per unit amounts)
2023
Operating revenues	$	245	$	292	$	308	$	232
Operating income (loss)	$	(35)	$	26	$	32	$	(53)
Income (loss) from continuing operations	$	(182)	$	56	$	100	$	(205)
Income from discontinuing operations	$	31	$	33	$	32	$	353
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:(b)
From continuing operations	$	(0.23)	$	0.43	$	0.47	$	(0.35)
From discontinued operations	$	0.06	$	0.10	$	0.10	$	1.55
2022
Operating revenues	$	226	$	302	$	237	$	204
Operating income (loss)	$	(2)	$	95	$	9	$	(58)
Income (loss) from continuing operations	$	294	$	502	$	192	$	(19)
Income from discontinuing operations	$	39	$	36	$	40	$	37
Earnings per common unit attributable to NextEra Energy Partners, LP – basic:(b)
From continuing operations	$	1.62	$	2.52	$	0.83	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.10	$	0.09
Earnings per common unit attributable to NextEra Energy Partners, LP – assuming dilution:(b)
From continuing operations	$	1.62	$	2.52	$	0.82	$	0.31
From discontinued operations	$	0.10	$	0.09	$	0.11	$	0.09

____________________

(a)In the opinion of management, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods, have been made. Results of operations for an interim period generally will not give a true indication of results for the year. Variations in operations reported on a quarterly basis primarily reflect the seasonal nature of NEP's business. The sum of the quarterly amounts may not equal the total for the year due to rounding.

(b)The sum of the quarterly amounts may not equal the total for the year due to rounding and changes in weighted-average number of common units outstanding.

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Organization and Nature of Business (Details) - NEP OpCo [Member]	Dec. 31, 2023
Schedule of Limited Partnership Activity [Line Items]
Noncontrolling interest, percent ownership	48.60%
Noncontrolling interest, percent ownership by noncontrolling owners	51.40%

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Summary of Significant Accounting and Reporting Policies - Equity (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
NextEra Energy Partners GP, Inc.
Accounting Policies [Line Items]
Noncontrolling interest	$ 10,000	$ 10,000

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Summary of Significant Accounting and Reporting Policies - Noncontrolling Interests (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) electric_generation_facility project numberOfBatteryStorageFacilities	Dec. 31, 2022 USD ($) pipeline
Noncontrolling Interest [Line Items]
Acquisition of subsidiaries with differential membership interests	$ 165	$ 2,012
Differential Membership Interests [Member]
Noncontrolling Interest [Line Items]
Acquisition of subsidiaries with differential membership interests	165	1,494
Reclassification Of Redeemable Noncontrolling Interests	$ 105	$ 330
Differential Membership Interests [Member]
Noncontrolling Interest [Line Items]
Number of wind generation facilities | electric_generation_facility	40
Number Of Solar Projects | project	8
Number Of Battery Storage Facilities | numberOfBatteryStorageFacilities	1
Non Affiliated Party [Member]
Noncontrolling Interest [Line Items]
Number Of Pipelines | pipeline		1
NEP OpCo [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	51.40%
NEP OpCo [Member] | Non Affiliated Party [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners		10.00%
Silver State South Solar, LLC [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	50.00%
Sunlight Renewable Holdings
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	33.00%
Emerald Breeze Holdings
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	51.00%
Star Moon Holdings, LLC
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	50.00%
NEP Renewables II | Non Affiliated Party [Member]
Noncontrolling Interest [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	15.00%

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Summary of Significant Accounting and Reporting Policies - Noncontrolling Interests (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class B noncontrolling interests – net	$ 176	$ 1,112	$ 890
Acquisition of subsidiaries with differential membership interests	165	2,012
Acquisition of subsidiaries with noncontrolling interests	72		2,494
Acquisition of subsidiary with noncontrolling interests	72
Related party note receivable		2	2
Other comprehensive income	2	2	2
Distributions, primarily to related parties	(432)	(382)	(424)
Changes in non-economic ownership interests	11	1	127
Other differential membership investment activity	315	243	39
Buyout of Class B noncontrolling interest investors	(972)		(160)	[1]
Sale Of Subsidiary With Noncontrolling Ownership Interest	(80)
Noncontrolling Ownership Interests In Subsidiaries [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, beginning of period	5,031	3,783	3,550
Sale of Class B noncontrolling interests – net	177	1,115	893
Net Income (Loss) Attributable to Noncontrolling Interest	333	296	298
Payments to Class B noncontrolling interest investors	(146)	(163)	(80)
Buyout of Class B noncontrolling interest investors	(972)		(879)
Other – net	(6)	0	1
Balances, end of period	4,417	5,031	3,783
Differential Membership Interests [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, beginning of period	4,359	3,150	1,759
Acquisition of subsidiaries with differential membership interests	165	1,494
Acquisition of subsidiaries with noncontrolling interests		0
Acquisition of subsidiary with noncontrolling interests	0		1,618
Net Income (Loss) Attributable to Noncontrolling Interest	(696)	(573)	(313)
Differential membership investment contributions, net of distributions	118	101	39
Sale of differential membership interests	92		48
Reclassification Of Redeemable Noncontrolling Interests	105	330
Reclassification of Noncontrolling Interests To Current Other Liabilities		(142)
Other – net	0	(1)	(1)
Balances, end of period	4,143	4,359	3,150
Noncontrolling Indirect Noncontrolling Ownership Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, beginning of period	891	(38)	(14)
Acquisition of subsidiaries with noncontrolling interests		518
Acquisition of subsidiary with noncontrolling interests	72		25
Related party note receivable		2	2
Net Income (Loss) Attributable to Noncontrolling Interest	303	788	269
Other comprehensive income	1	1	2
Distributions, primarily to related parties	(391)	(346)	(322)
Changes in non-economic ownership interests	0	0	0
Reclassification of Noncontrolling Interests To Current Other Liabilities		(25)
Other – net	23	(9)	0
Balances, end of period	899	891	(38)
Other Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, beginning of period	1,065	966	58
Acquisition of subsidiaries with noncontrolling interests		0
Acquisition of subsidiary with noncontrolling interests	0		851
Related party note receivable			0
Net Income (Loss) Attributable to Noncontrolling Interest	74	124	33
Other comprehensive income	0	0	0
Distributions, primarily to related parties	(41)	(36)	(102)
Changes in non-economic ownership interests	11	1	127
Sale Of Subsidiary With Noncontrolling Ownership Interest	(80)
Other – net	0	10	(1)
Balances, end of period	1,029	1,065	966
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, beginning of period	11,346	7,861	5,353
Sale of Class B noncontrolling interests – net	177	1,115	893
Acquisition of subsidiaries with differential membership interests	165	1,494
Acquisition of subsidiaries with noncontrolling interests		518
Acquisition of subsidiary with noncontrolling interests			2,494
Related party note receivable		2	2
Net Income (Loss) Attributable to Noncontrolling Interest	14	635	287
Other comprehensive income	1	1	2
Distributions, primarily to related parties	(432)	(382)	(424)
Changes in non-economic ownership interests	11	1	127
Differential membership investment contributions, net of distributions	118	101	39
Payments to Class B noncontrolling interest investors	(146)	(163)	(80)
Sale of differential membership interests	92		48
Buyout of Class B noncontrolling interest investors			(879)
Reclassification Of Redeemable Noncontrolling Interests	105	330
Reclassification of Noncontrolling Interests To Current Other Liabilities		(167)
Sale Of Subsidiary With Noncontrolling Ownership Interest	(80)
Other – net	17	0	(1)
Balances, end of period	10,488	11,346	7,861
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class B noncontrolling interests – net	177	1,115	893
Acquisition of subsidiaries with differential membership interests	165	2,012
Acquisition of subsidiaries with noncontrolling interests	72		2,494
Related party note receivable		2	2
Other comprehensive income	1	1	2
Distributions, primarily to related parties	(432)	(382)	(424)
Changes in non-economic ownership interests	11	1	127
Other differential membership investment activity	315	$ 264	39
Buyout of Class B noncontrolling interest investors	(972)		$ (879)	[1]
Sale Of Subsidiary With Noncontrolling Ownership Interest	$ (80)

[1] Reflects the issuance of approximately 7.3 million NEP common units and recognition of a $105 million deferred tax asset in connection with the exercise of the Class B noncontrolling interest buyout right relating to NEP Renewables discussed in Note 14 – Class B Noncontrolling Interests.

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Summary of Significant Accounting and Reporting Policies - Redeemable Noncontrolling Interests Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Redeemable Noncontrolling Interest From Acquisition	$ 321
Contingency Payments Reacquire Investors' Interests	101
Non-controlling Interests
Accounting Policies [Line Items]
Reclassification Of Redeemable Noncontrolling Interests	$ 105	$ 330

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Summary of Significant Accounting and Reporting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Convertible Investment Tax Credit, Net	$ 431	$ 451
Minimum [Member]
Accounting Policies [Line Items]
Useful life of property, plant, and equipment	3 years
Maximum [Member]
Accounting Policies [Line Items]
Useful life of property, plant, and equipment	39 years

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Summary of Significant Accounting and Reporting Policies - Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Restricted Cash, Current	$ 20	$ 49

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Summary of Significant Accounting and Reporting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Impairment of intangible assets, finite-lived	$ 0	$ 0
Payments of Debt Issuance Costs	10,000,000	13,000,000
Amortization of deferred financing costs	(17,000,000)	(13,000,000)	$ (11,000,000)
Accretion expense	15,000,000	12,000,000	7,000,000
Current Year Acquisitions
Accounting Policies [Line Items]
Asset Retirement Obligation, Liabilities Incurred	19,000,000
Current Year Acquisitions | Revision of Prior Period, Adjustment
Accounting Policies [Line Items]
Asset Retirement Obligation, Liabilities Incurred	(6,000,000)	8,000,000
Prior Year Acquisitions
Accounting Policies [Line Items]
Asset Retirement Obligation, Liabilities Incurred		37,000,000
Intangible Liabilities - PPA
Accounting Policies [Line Items]
Amortization expense	82,000,000	17,000,000
Power Purchase Agreement Accumulated Amortization	(97,000,000)	(17,000,000)
Finite-Lived Intangible Liability, Expected Amortization, Year four	87,000,000
Finite-Lived Intangible Liability, Expected Amortization, Year Five	87,000,000
Finite-Lived Intangible Liability, Expected Amortization, Year Two	87,000,000
Finite-Lived Intangible Liability, Expected Amortization, Year Three	87,000,000
Power Purchase Agreements [Member]
Accounting Policies [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization	617,000,000	454,000,000
Amortization expense	163,000,000	$ 160,000,000	$ 117,000,000
Amortization expense - Year Five	167,000,000
Amortization expense - Year Two	167,000,000
Amortization next twelve months	167,000,000
Amortization expense - Year Three	167,000,000
Amortization expense - Year Four	$ 167,000,000
Pacific Gas | Revenue Benchmark [Member] | Customer Concentration Risk
Accounting Policies [Line Items]
Percentage of consolidated revenue, by customer	14.00%
Electric Company and Mex Gas Supply S.L. | Revenue Benchmark [Member] | Customer Concentration Risk
Accounting Policies [Line Items]
Percentage of consolidated revenue, by customer	11.00%

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Summary of Significant Accounting and Reporting Policies - Goodwill (Details)	1 Months Ended
	Oct. 31, 2021 USD ($)
Accounting Policies [Abstract]
Goodwill reduction	$ 0

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Summary of Significant Accounting and Reporting Policies - Disposal of Pipeline (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) MW	Dec. 31, 2022 USD ($)
The Pipeline Sale
Accounting Policies [Line Items]
Disposal Group, Including Discontinued Operation, Consideration	$ 203
Gain (Loss) on Disposition of Assets		$ 10	$ 20
Gain (Loss) on Disposition of Assets, Net Of Tax		$ 9	$ 18
The Pipeline Sale | Third-Party Owner Of Class B Membership Interests
Accounting Policies [Line Items]
Proceeds from Sale of Productive Assets	$ 70
Wind Project
Accounting Policies [Line Items]
Disposal Group, Including Discontinued Operation, Consideration				$ 50
Wind Project Capacity | MW				62
Disposal Group, Including Discontinued Operation, Assets					$ 51
Disposal Group, Including Discontinued Operation, Liabilities					$ 1
Wind Project | Noncontrolling Class B Interests [Member]
Accounting Policies [Line Items]
Disposal Group, Including Discontinued Operation, Consideration				$ 45

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Summary of Significant Accounting and Reporting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0

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Acquisitions - August 2021 Acquisitions (Details) $ in Millions	1 Months Ended
	Aug. 31, 2021 USD ($) MW
August 2021 Acquisition
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Excluding Closing Adjustments | $	$ 733
Business Combination, Consideration Transferred, Closing Adjustments, Pre-Acquisition Debt and Make Whole Costs | $	55
Business Combination, Consideration Transferred, Closing Adjustments, Working Capital | $	27
Business Combination, Consideration Transferred, Working Capital, Cash Payment | $	$ 18
Business Acquisition, Goodwill, Expected Tax Deductible Amount, Period To Be Recognized	15 years
Indirect Subsidiary
Business Acquisition [Line Items]
Percentage of interest acquired	100.00%
Highview Power Holdings, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw) | MW	150
Brookfield Windstar Holding, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw) | MW	120
Brookfield Coram Wind Development, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw) | MW	22
BAIF Granite Holdings, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw) | MW	99

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Acquisitions - October 2021 Acquisition (Details) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2021 USD ($) numberOfWindGenerationFacilities MW	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Proceeds from differential membership investors | $		$ 153	$ 137	$ 74
October 2021 Acquisitions
Business Acquisition [Line Items]
Business Acquisition, Goodwill, Expected Tax Deductible Amount, Period To Be Recognized	15 years
Indirect Subsidiary of NEER, October 2021 Wind And Solar Generation Acquisition One
Business Acquisition [Line Items]
Generating capacity (mw)	589
Proceeds from differential membership investors | $	$ 563
Proceeds from Sale of Interest in Partnership Unit, Working Capital | $	22
Assumption of Noncontrolling Interest | $	$ 270
HW CA Holdings, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw)	162
Percentage of interest acquired	100.00%
Dogwood Wind Holdings, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw)	300
Percentage of interest acquired	100.00%
Number of Generation Facilities | numberOfWindGenerationFacilities	2
Southwest Solar Holdings | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw)	5
Percentage of interest acquired	100.00%
Shaw Creek Solar Holdings | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw)	75
Percentage of interest acquired	33.30%
Nutmeg Solar Holdings | Indirect Subsidiary
Business Acquisition [Line Items]
Generating capacity (mw)	20
Percentage of interest acquired	33.30%
Solar Holdings Portfolio Twelve, LLC | Indirect Subsidiary
Business Acquisition [Line Items]
Percentage of interest acquired	100.00%
Solar Holdings Portfolio Twelve, LLC | Indirect Subsidiary | Solar Holdings Portfolio Twelve, LLC
Business Acquisition [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	33.30%
Whitney Point Solar | Solar Holdings Portfolio Twelve, LLC
Business Acquisition [Line Items]
Generating capacity (mw)	40
Westside Solar | Solar Holdings Portfolio Twelve, LLC
Business Acquisition [Line Items]
Generating capacity (mw)	40
DG Portfolio 2019 Portfolio | Solar Holdings Portfolio Twelve, LLC
Business Acquisition [Line Items]
Generating capacity (mw)	217
DG Waipio Portfolio | Solar Holdings Portfolio Twelve, LLC
Business Acquisition [Line Items]
Generating capacity (mw)	13

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Acquisitions - December 2021 Acquisition (Details) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) MW	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) MW
Business Acquisition [Line Items]
Goodwill | $		$ 833	$ 812
Proceeds from differential membership investors | $		$ 153	$ 137	$ 74
Star Moon Holdings, LLC
Business Acquisition [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners		50.00%
Indirect Subsidiary, Coram II Acquisition
Business Acquisition [Line Items]
Cash consideration | $	$ 128
Business Combination, Consideration Transferred, Other | $	8
Existing debt | $	155
Property, plant and equipment – net | $	133			133
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Long-term Debt | $	72			72
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $	155			155
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $	11			11
Goodwill | $	$ 70			70
Business Acquisition, Goodwill, Expected Tax Deductible Amount, Period To Be Recognized	15 years
Star Moon Holdings, LLC
Business Acquisition [Line Items]
Property, plant and equipment – net | $	$ 3,695			3,695
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $	48			48
Proceeds from differential membership investors | $	849
Proceeds from Sale of Interest in Partnership Unit, Working Capital | $	6
Assumption of Noncontrolling Interest | $	$ 910			$ 910
Indirect Subsidiary | Indirect Subsidiary, Coram II Acquisition
Business Acquisition [Line Items]
Generating capacity (mw)	102			102
Indirect Subsidiary | Star Moon Holdings, LLC
Business Acquisition [Line Items]
Percentage of interest acquired	100.00%			100.00%
Indirect Subsidiary | Star Moon Holdings, LLC | Star Moon Holdings, LLC
Business Acquisition [Line Items]
Controlling Interest, Ownership Percentage by Owners	0.50			0.50
Indirect Subsidiary | Star Moon Holdings, LLC | Indirect Subsidiary, Dodge Flat Solar, Elora Solar, and Fish Springs Ranch Solar
Business Acquisition [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners	50.00%			50.00%
Indirect Subsidiary | White Mesa Wind
Business Acquisition [Line Items]
Generating capacity (mw)	501			501
Indirect Subsidiary | Irish Creek Wind
Business Acquisition [Line Items]
Generating capacity (mw)	301			301
Indirect Subsidiary | Hubbard Wind
Business Acquisition [Line Items]
Generating capacity (mw)	300			300
Indirect Subsidiary | Cool Springs Solar
Business Acquisition [Line Items]
Generating capacity (mw)	213			213
Indirect Subsidiary | Cool Springs Solar | GEORGIA
Business Acquisition [Line Items]
Generating capacity (mw)	40			40
Indirect Subsidiary | Little Blue Wind
Business Acquisition [Line Items]
Generating capacity (mw)	251			251
Indirect Subsidiary | Dodge Flat Solar
Business Acquisition [Line Items]
Generating capacity (mw)	200			200
Indirect Subsidiary | Dodge Flat Solar | NEBRASKA
Business Acquisition [Line Items]
Generating capacity (mw)	50			50
Indirect Subsidiary | Elora Solar
Business Acquisition [Line Items]
Generating capacity (mw)	150			150
Indirect Subsidiary | Quitman II Solar
Business Acquisition [Line Items]
Generating capacity (mw)	150			150
Indirect Subsidiary | Fish Springs Ranch Solar
Business Acquisition [Line Items]
Generating capacity (mw)	100			100
Indirect Subsidiary | Fish Springs Ranch Solar | NEBRASKA
Business Acquisition [Line Items]
Generating capacity (mw)	25			25
Indirect Subsidiary | Minco Wind Energy III
Business Acquisition [Line Items]
Generating capacity (mw)	107			107
Indirect Subsidiary | Ensign Wind Energy
Business Acquisition [Line Items]
Generating capacity (mw)	99			99
Indirect Subsidiary | Borderlands Wind
Business Acquisition [Line Items]
Generating capacity (mw)	99			99
Indirect Subsidiary | Quinebaug Solar
Business Acquisition [Line Items]
Generating capacity (mw)	49			49

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Acquisitions - Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Aug. 31, 2021	Dec. 31, 2023
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Other		$ 207				$ 107
Long-term debt		(5,250)				(4,941)
Goodwill		812				833
NEP Renewables, LLC [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Asset Acquisition, Consideration Transferred	$ 598
Cash payment received from acquisition	15
Accounts Receivable, Inventory, Prepaid Expenses Acquired From Business Acquisition	17
Derivative Assets, Acquired From Acquisition, Current	4
Property, Plant and Equipment, Additions	764
Indefinite-Lived Intangible Assets Acquired	141
Goodwill, Transfers	21
Derivative Assets, Acquired From Acquisition, Other	8
Asset Acquisition, Assets Acquired, Other	5
Asset Acquisition, Accounts Payable, Accrued Expenses, And Current Other Liabilities Assumed	(5)
Asset Acquisition, Long-Term Debt Assumed	(153)
Asset Acquisition, Asset Retirement Obligation Assumed	(12)
Asset Acquisition, Intangible Assets, Net	(37)
Asset Acquisition, Liabilities Assumed, Other, Noncurrent	(5)
Asset Acquisition, Noncontrolling Interest Assumed	(165)
Fair Value of Assets Acquired	$ 598
Related Party
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Related party obligations		(54)				$ (53)
August 2021 Acquisition
Business Acquisition [Line Items]
Business Combination, Consideration Transferred					$ 815
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Cash					18
Accounts receivable, inventory and prepaid expenses					14
Property, plant and equipment – net					191
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets					1
Noncurrent other liabilities					(12)
Accounts payable, accrued expenses and current other liabilities					(8)
Goodwill					179
Total net identifiable assets, at fair value					815
August 2021 Acquisition | Power Purchase Agreements [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Intangible assets – PPAs					$ 432
October 2021 Acquisitions
Business Acquisition [Line Items]
Business Combination, Consideration Transferred				$ 585
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Cash				4
Accounts receivable, inventory and prepaid expenses				11
Property, plant and equipment – net				560
Intangible assets – PPAs				42
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets				19
Accounts payable, accrued expenses and current other liabilities				(8)
Noncurrent other liabilities				(20)
Noncontrolling interests				(122)
Total net identifiable assets				585
Goodwill				33
Investments in equity method investees				$ 66
Star Moon Holdings, LLC
Business Acquisition [Line Items]
Business Combination, Consideration Transferred			$ 855
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Cash			21
Accounts receivable, inventory and prepaid expenses			14
Due From Related Parties			1,015
Property, plant and equipment – net			3,695
Intangible assets – PPAs			107
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets			48
Accounts payable, accrued expenses and current other liabilities			(1,038)
Asset retirement obligation			(70)
Intangible liabilities – PPAs			(179)
Noncurrent other liabilities			(65)
Redeemable Noncontrolling Interest			(321)
Noncontrolling interests			(2,372)
Total net identifiable assets			$ 855
Emerald Breeze Holdings
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		813
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Cash		14
Accounts receivable, inventory and prepaid expenses		12
Due From Related Parties		836
Other		118
Property, plant and equipment – net		3,503
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets		16
Accounts payable, accrued expenses and current other liabilities		(771)
Asset retirement obligation		(27)
Intangible liabilities – PPAs		(986)
Noncurrent other liabilities		(6)
Noncontrolling interests		(1,770)
Total net identifiable assets		813
Long-term debt		(46)
Emerald Breeze Holdings | Related Party
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Related party obligations		(80)
Eight Point Wind
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]
Other		$ 71

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Acquisitions - Financial Statement Information (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Revenues	[1]	$ 1,078	$ 969	$ 722
Operating income		(28)	44	64
NET INCOME		218	1,121	424
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP		200	$ 477	137
Acquisition related costs		$ 3
August 2021, October 2021, Coram II Acquisition
Business Acquisition [Line Items]
Revenues				25
Operating income				1
NET INCOME				0
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP				3
Current Year Acquisitions
Business Acquisition [Line Items]
Business Acquisition, Transaction Costs				$ 12

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

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Acquisitions - Pro Forma Information (Details) - August 2021, October 2021, Coram II Acquisition - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unaudited pro forma results of operations:
Pro forma revenues	$ 1,120	$ 1,051	$ 807
Pro forma operating income	(9)	82	77
Pro forma net income	223	1,151	411
Pro forma net income (loss) attributable to NEP	$ 211	$ 497	$ 143

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Acquisitions - September 2022 (Details) $ in Millions	1 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 30, 2022 MW
Business Acquisition [Line Items]
Buyout of Class B noncontrolling interest investors		$ 972	$ 0	$ 265
September 2022 Acquisition
Business Acquisition [Line Items]
Cash consideration	$ 191
Working Capital And Adjustments, Other	2
Noncontrolling Interest, Differential Membership Interest	435
Existing noncontrolling interests	147
Buyout of Class B noncontrolling interest investors	$ 242
Indirect Subsidiary Of NextEra Energy Resources, LLC | September 2022 Acquisition
Business Acquisition [Line Items]
Renewable energy assets, power capacity (megawatts) | MW					230
Indirect Subsidiary Of NextEra Energy Resources, LLC | Indirect Battery Storage Facility Ownership | September 2022 Acquisition
Business Acquisition [Line Items]
Percentage of interest acquired					67.00%

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Acquisitions - December 2022 (Details) $ in Millions	1 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) MW	Dec. 31, 2023 USD ($) MW	Dec. 31, 2022 USD ($) MW	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Proceeds from differential membership investors | $			$ 153	$ 137	$ 74
Emerald Breeze Holdings
Business Acquisition [Line Items]
Proceeds from differential membership investors | $		$ 805
Proceeds from Sale of Interest in Partnership Unit, Working Capital | $		4
Assumption of Noncontrolling Interest | $		$ 1,400		$ 1,400
Eight Point Wind
Business Acquisition [Line Items]
Proceeds from differential membership investors | $	$ 92
Indirect Subsidiary | Emerald Breeze Holdings
Business Acquisition [Line Items]
Percentage of interest acquired		100.00%		100.00%
Controlling Ownership Interest Percentage		0.49		0.49
Indirect Subsidiary | Sac County Wind Holdings, And Elk City Sholes Holdings
Business Acquisition [Line Items]
Percentage of interest acquired		100.00%		100.00%
Indirect Subsidiary | Great Prairie Wind
Business Acquisition [Line Items]
Generating capacity (mw)		1,029		1,029
Indirect Subsidiary | Appaloosa Run Wind
Business Acquisition [Line Items]
Generating capacity (mw)		172		172
Indirect Subsidiary | Yellow Pine Solar
Business Acquisition [Line Items]
Generating capacity (mw)		125		125
Indirect Subsidiary | Yellow Pine Solar Storage Facility
Business Acquisition [Line Items]
Generating capacity (mw)		65		65
Indirect Subsidiary | Sholes Wind
Business Acquisition [Line Items]
Generating capacity (mw)		160		160
Indirect Subsidiary | Elk City Wind II
Business Acquisition [Line Items]
Generating capacity (mw)		107		107
Indirect Subsidiary | Sac County Wind
Business Acquisition [Line Items]
Generating capacity (mw)		80		80
Indirect Subsidiary | Eight Point Wind
Business Acquisition [Line Items]
Generating capacity (mw)			111

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Acquisitions - June 2023 (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Proceeds from differential membership investors	$ 153	$ 137	$ 74
Acquisition related costs	$ 3

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Acquisitions - Business Acquisition (Details) $ in Millions	1 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) MW	Dec. 31, 2023 USD ($)
June 2023 Acquisition
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues | $		$ 39
Pro forma operating income | $		10
Pro forma net income | $		(7)
Pro forma net income (loss) attributable to NEP | $		$ 4
Renewable energy assets, power capacity (megawatts)	688
Business Combination, Consideration Transferred | $	$ 566
Business Combination, Consideration Transferred, Working Capital, Cash Payment | $	32
Debt Assumed And Interest Rate Swaps | $	141
Assumption of Noncontrolling Interest | $	$ 165
Tax Asset, Goodwill, Deductible Period	15 years
Montezuma II Wind
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Wind Project Capacity	78
Chaves County Solar
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Solar Project Capacity	70
Live Oak Solar
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Solar Project Capacity	51
River Bend Solar
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Solar Project Capacity	75
Casa Mesa Wind
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Wind Project Capacity	51
New Mexico Wind
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Wind Project Capacity	204
Langdon I
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Wind Project Capacity	118
Langdon II
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Wind Project Capacity	41

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Discontinued Operations (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Losses (gains) on disposal of businesses/assets – net		$ 375	$ 36	$ (5)
South Texas Midstream Holdings, LLC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Repayments of Debt	$ 437
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business Combination, Consideration Transferred	1,800
Losses (gains) on disposal of businesses/assets – net	375	375	$ 0	$ 0
Gain (Loss) on Disposition of Business, After Tax	$ 329
Disposal Costs		$ 15

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Discontinued Operations - Discontinued Operations Included In The Income Statement (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING REVENUES
Revenues	[1]	$ 1,078	$ 969	$ 722
OPERATING EXPENSES
Operations and maintenance(b)	[2]	520	527	374
Depreciation and amortization		553	430	288
Taxes other than income taxes and other		65	40	28
Total operating expenses – net		1,106	961	653
GAIN ON DISPOSAL OF A BUSINESS		0	36	(5)
Operating income		(28)	44	64
OTHER INCOME (DEDUCTIONS)
Interest expense		(394)	848	50
Equity in earnings of equity method investees		152	177	158
Other – net		9	5	4
Total other income (deductions) – net		(229)	1,086	239
INCOME BEFORE INCOME TAXES		(257)	1,130	303
Income from discontinuing operations		450	152	158
Operations and maintenance related to renewable energy projects		430	342	207
Net Income (Loss) Attributable To Noncontrolling Interest, Excluding Net Income (Loss) To Preferred Distributions		18	644	287
Related Party
OPERATING REVENUES
Revenues		(12)	2	2
OTHER INCOME (DEDUCTIONS)
Operations and maintenance related party		133	230	174
Discontinued Operations
OPERATING REVENUES
Revenues		224	242	260
OPERATING EXPENSES
Operations and maintenance(b)		30	44	45
Depreciation and amortization		32	36	37
Taxes other than income taxes and other		8	9	8
Total operating expenses – net		70	89	90
GAIN ON DISPOSAL OF A BUSINESS		375	0	0
Operating income		529	153	170
OTHER INCOME (DEDUCTIONS)
Interest expense		(22)	5	(3)
Equity in earnings of equity method investees		2	6	2
Other – net		0	(2)	0
Total other income (deductions) – net		(20)	9	(1)
INCOME BEFORE INCOME TAXES		509	162	169
Income taxes from discontinued operations		59	10	11
Income from discontinuing operations		450	152	158
Net Income (Loss) Attributable To Noncontrolling Interest, Excluding Net Income (Loss) To Preferred Distributions		281	120	125
Discontinued Operations | Maximum [Member]
OTHER INCOME (DEDUCTIONS)
Net Income Tax Expense Attributable To Noncontrolling Interest, Excluding Net Income (Loss) To Preferred Distributions		1	1	1
Discontinued Operations | Foreign Sales [Member]
OTHER INCOME (DEDUCTIONS)
Revenue from contract with customer		144	155	141
Discontinued Operations | Related Party
OPERATING REVENUES
Revenues		32	23	40
OTHER INCOME (DEDUCTIONS)
Operations and maintenance related party		$ 12	$ 33	$ 40

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

[2] Includes operations and maintenance (O&M) expenses related to renewable energy projects of approximately $430 million, $342 million and $207 million for 2023, 2022 and 2021, respectively. Includes O&M expenses related to the pipeline sold in 2022 of $1 million and $2 million for 2022 and 2021, respectively (see Note 2 – Disposal of Pipeline). Total O&M expenses presented includes related party amounts of approximately $133 million, $230 million and $174 million for 2023, 2022 and 2021, respectively.

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Discontinued Operations - Assets and Liabilities Held For Sale (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 274	$ 226
Accounts receivable	114	117
Inventory	82	49
Other	107	207
Current assets	2,216	1,862
Other assets:
Property, plant and equipment – net	14,837	14,191
Goodwill	833	812
Investments in equity method investees	1,853	1,875
Other	785	894
Total other assets	20,295	21,190
Assets	22,511	23,052
Current liabilities:
Accounts payable and accrued expenses	72	867
Accrued property taxes	43	23
Other	83	262
Current liabilities	1,671	1,326
Other liabilities and deferred credits:
Other	248	195
Liabilities, Noncurrent	6,783	6,954
Liabilities	8,454	8,280
Power Purchase Agreements [Member]
Other assets:
Intangible assets	1,987	2,010
Other liabilities and deferred credits:
Finite-Lived Intangible Assets, Accumulated Amortization	617	454
Amortization expense	163	160	$ 117
Customer Relationships [Member]
Other liabilities and deferred credits:
Finite-Lived Intangible Assets, Accumulated Amortization		114
Amortization expense	13	17	$ 17
Related Party
Current assets:
Due from related parties	1,575	1,127
Current liabilities:
Due to related parties	$ 87	$ 87
Discontinued Operations
Other liabilities and deferred credits:
Estimated useful life, in years		40 years
Discontinued Operations | Texas Pipelines
Current assets:
Cash and cash equivalents		$ 9
Accounts receivable		20
Inventory		2
Other		9
Current assets		44
Other assets:
Property, plant and equipment – net		758
Goodwill		79
Investments in equity method investees		42
Other		3
Total other assets		1,408
Assets		1,452
Current liabilities:
Accounts payable and accrued expenses		1
Accrued property taxes		8
Other		6
Current liabilities		20
Other liabilities and deferred credits:
Other		3
Liabilities, Noncurrent		3
Liabilities		23
Discontinued Operations | Power Purchase Agreements [Member] | Texas Pipelines
Other assets:
Intangible assets		526
Discontinued Operations | Related Party | Texas Pipelines
Current assets:
Due from related parties		4
Current liabilities:
Due to related parties		$ 5

XML

Discontinued Operations - Cash Flows (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization		$ 553	$ 430	$ 288
Change in value of derivative contracts		284	(1,034)	(189)
Deferred income taxes		34	171	46
Losses (gains) on disposal of businesses/assets – net		375	36	(5)
Capital expenditures and other investments		(1,269)	(1,351)	(113)
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization		32	36	37
Change in value of derivative contracts		14	(14)	(6)
Deferred income taxes		59	10	11
Losses (gains) on disposal of businesses/assets – net	$ 375	375	0	0
Capital expenditures and other investments		$ (137)	$ (33)	$ (11)

XML

Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Renewable Energy Sales [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 1,059	$ 941	$ 704
Revenues over the remaining terms of the related contacts	169
Natural Gas Transportation Services [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 222	$ 241	$ 237

XML

Derivative Instruments and Hedging Activity - Additional Information (Details) MWh in Millions, $ in Millions	Dec. 31, 2023 USD ($) MWh	Dec. 31, 2022 USD ($) MWh
Derivative [Line Items]
Derivative instruments with contingent features liabilities, at fair value	$ 30	$ 37
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount	$ 3,138	$ 7,836
Commodity Contract
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount | MWh	4.6	5.7

XML

Derivative Instruments and Hedging Activity - Fair Value of Derivative Instruments Included in Balance Sheets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	$ 200	$ 434
Fair value of derivative instruments, liabilities	55	14
Current other assets	61	65
Noncurrent other assets	139	369
Current other liabilities	$ 18	$ 12
Derivative Liability Noncurrent Statement Of Financial Position Extensible Enumeration Not Disclosed Flag	Noncurrent other liabilities	Noncurrent other liabilities
Noncurrent other liabilities	$ 37	$ 2
Derivative Liability Statement Of Financial Position Extensible Enumeration Not Disclosed Flag	Total derivative liabilities	Total derivative liabilities
Derivative Asset, Not Subject to Master Netting Arrangement	$ 200	$ 434
Derivative Liability, Not Subject to Master Netting Arrangement	$ 55	$ 14
Derivative Asset Current Statement Of Financial Position Extensible Enumeration Not Disclosed Flag	Current other assets	Current other assets
Derivative Asset Statement Of Financial Position Extensible Enumeration Not Disclosed Flag	Total derivative assets	Total derivative assets
Derivative Asset Noncurrent Statement Of Financial Position Extensible Enumeration Not Disclosed Flag	Noncurrent other assets	Noncurrent other assets
Interest Rate Contract [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	$ 4	$ (26)
Fair value of derivative instruments, liabilities	4	(26)
Derivative Asset, Not Subject to Master Netting Arrangement	199	433
Derivative Liability, Not Subject to Master Netting Arrangement	34	11
Interest Rate Contract [Member] | Level 1 [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	0	0
Fair value of derivative instruments, liabilities	0	0
Interest Rate Contract [Member] | Level 2 [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	195	459
Fair value of derivative instruments, liabilities	30	37
Interest Rate Contract [Member] | Fair Value, Inputs, Level 3
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	0	0
Fair value of derivative instruments, liabilities	0	0
Commodity Contract
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	0	(2)
Fair value of derivative instruments, liabilities	0	(2)
Derivative Asset, Not Subject to Master Netting Arrangement	1	1
Derivative Liability, Not Subject to Master Netting Arrangement	21	3
Commodity Contract | Level 1 [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	0	0
Fair value of derivative instruments, liabilities	0	0
Commodity Contract | Level 2 [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	0	0
Fair value of derivative instruments, liabilities	0	0
Commodity Contract | Fair Value, Inputs, Level 3
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments, assets	1	3
Fair value of derivative instruments, liabilities	$ 21	$ 5

XML

Derivative Instruments and Hedging Activity - Gains (Losses) Related to Cash Flow Hedges (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest expense	Interest expense	Interest expense
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate contracts – interest expense	$ (122)	$ 1,018	$ 163
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Discontinued Operations
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate contracts – interest expense	2	15	5
Commodity Contract | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate contracts – interest expense	$ (20)	$ 2	$ 0

XML

Non-Derivative Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring Basis [Member] - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Assets:
Cash equivalents	$ 0	$ 5
Total assets	0	5
Level 1 [Member]
Assets:
Cash equivalents	0	5
Total assets	0	5
Level 2 [Member]
Assets:
Cash equivalents	0	0
Total assets	$ 0	$ 0

XML

Non-Derivative Fair Value Measurements - Carrying Value and Fair Value of Other Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current maturities	$ 6,289	$ 5,288
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current maturities	6,136	5,105
Level 2 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current maturities	6,120	5,086
Level 2 [Member] | Fair Value [Member] | 2020, 2021, and 2022 Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current maturities	$ 1,446	$ 1,510

XML

Income Taxes - Components of income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME BEFORE INCOME TAXES	$ (257)	$ 1,130	$ 303
Income from Discontinued Operations	509	162	169
Total income before income taxes	$ 252	$ 1,292	$ 472

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Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Current	$ 0	$ 0	$ 1
Deferred	(28)	118	24
Total federal	(28)	118	25
Current	0	0	1
Deferred	3	43	11
Total state	3	43	12
Income tax expense (benefit) from continuing operations	(25)	161	37
Income Tax Expense (Benefit), Continuing Operations, Discontinued Operations	34	171	48
Discontinued Operations
Operating Loss Carryforwards [Line Items]
Income taxes from discontinued operations	$ 59	$ 10	$ 11

XML

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	10.00%	14.00%	12.00%
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 5
Deferred Tax Liability, State Taxes	$ 1	$ 1

XML

Income Taxes - Reconciliation of Federal Income Tax to Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit) at U.S. statutory rate of 21%	$ (54)	$ 237	$ 63
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interests	54	(110)	(32)
State income taxes – net of federal income tax benefit	2	33	10
Renewable energy tax credits	(28)	(2)	(2)
Other – net	1	3	(2)
Income tax expense (benefit) from continuing operations	$ (25)	$ 161	$ 37

XML

Income Taxes - Tax Effects, Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred tax liabilities:
Investment in partnership(a)(b)	$ (263)	$ (199)
Total deferred tax liabilities	(263)	(199)
Deferred tax assets:
Net operating loss carryforwards(b)	418	363
Tax credit carryforwards	41	15
Valuation allowance	(3)	(4)
Total deferred tax assets	456	374
Net deferred income taxes	193	175
Deferred Tax Asset, Interest Carryforward	10	$ 18
Tax Impact Of Taxable Gains	65
Taxable Gains, Value	$ 258

XML

Income Taxes - Deferred Tax Assets and Liabilities on Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Noncurrent other assets	$ 215	$ 195
Noncurrent other liabilities	(22)	(20)
Net deferred income taxes	$ 193	$ 175

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Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Millions	1 Months Ended
	Feb. 20, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Total net operating loss carryforwards		$ 418
Tax credit carryforwards		41
Subsequent Event [Member]
Operating Loss Carryforwards [Line Items]
Business Combination, Consideration Transferred	$ 24
Federal [Member]
Operating Loss Carryforwards [Line Items]
Total net operating loss carryforwards		363
Net operating loss carryforwards with an indefinite expiration period		218
State [Member]
Operating Loss Carryforwards [Line Items]
Total net operating loss carryforwards		55
Net operating loss carryforwards with an indefinite expiration period		$ 7

XML

Property, Plant and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 17,299	$ 16,145
Accumulated depreciation	(2,462)	(1,954)
Property, plant and equipment – net	14,837	14,191
Depreciation expense	504	378	$ 242
Net book value of NEP's assets serving as collateral	$ 3,900
Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life of property, plant, and equipment	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life of property, plant, and equipment	39 years
Power-generation assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 16,079	14,639
Percentage of assets	92.00%
Useful life of property, plant, and equipment	35 years
Land improvements and buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 669	609
Land, including perpetual rights of way [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	78	68
Construction work in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	26	404
Other depreciable assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 447	$ 425

XML

Equity Method Investment (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Current assets		$ 2,216	$ 1,862
Total other assets		20,295	21,190
Current liabilities		1,671	1,326
Liabilities, Noncurrent		6,783	6,954
Revenues	[1]	1,078	969	$ 722
Operating income		(28)	44	64
Investment in equity method investee		1,853	1,875
NEP Equity Method Investment, October 2021 Acquisition
Variable Interest Entity [Line Items]
NEP's share of underlying equity in the equity method investee		2,011	2,035
Difference between investment carrying amount and underlying equity in net assets		(158)	(160)
Investment in equity method investee		1,853	1,875
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Variable Interest Entity [Line Items]
Current assets		159	163
Total other assets		4,759	4,927
Current liabilities		75	85
Liabilities, Noncurrent		1,280	1,355
Revenues		333	332	315
Operating income		128	125	161
Net income (loss) attributable to noncontrolling interests		$ 229	$ 297	$ 258
Subsidiaries [Member] | Desert Sunlight Investment Holdings, LLC [Member]
Variable Interest Entity [Line Items]
Percentage of interest acquired		50.00%
Subsidiaries [Member] | Rosmar Holdings, LLC [Member]
Variable Interest Entity [Line Items]
Percentage of interest acquired		50.00%
Subsidiaries [Member] | Pine Brooke [Member]
Variable Interest Entity [Line Items]
Percentage of interest acquired		40.00%
Subsidiaries [Member] | October 2021 Acquisitions
Variable Interest Entity [Line Items]
Percentage of interest acquired		33.30%

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

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Variable Interest Entities (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) variable_interest_entity equity_investment project electric_generation_facility numberOfBatteryStorageFacilities MW shares	Dec. 31, 2022 USD ($) variable_interest_entity
Variable Interest Entity [Line Items]
Assets	$ 22,511	$ 23,052
Total other assets	20,295	21,190
Liabilities, Noncurrent	6,783	6,954
Property, plant and equipment – net	14,837	14,191
Long-term debt	6,289	5,288
Liabilities	$ 8,454	8,280
Subsidiary of NEP [Member] | Adelanto I, Adelanto II and McCoy [Member]
Variable Interest Entity [Line Items]
Number of equity investments | equity_investment	3
Generating capacity (mw) | MW	277
Battery storage capacity (mw) | MW	230
Economic rights, percentage	100.00%
Variable Interest Entity, Primary Beneficiary [Member] | Sunlight Renewable Holdings
Variable Interest Entity [Line Items]
Assets	$ 440	443
Liabilities	10	10
NextEra Energy Operating Partners, LP [Member]
Variable Interest Entity [Line Items]
Total other assets	$ 111	$ 98
NextEra Energy Operating Partners, LP [Member] | Adelanto I, Adelanto II and McCoy [Member]
Variable Interest Entity [Line Items]
Percentage of interest acquired	50.00%
Differential Membership Interests [Member]
Variable Interest Entity [Line Items]
Numbers of VIEs | variable_interest_entity	20	21
Number of equity investments | electric_generation_facility	40
Number Of Solar Projects | project	8
Number Of Battery Storage Facilities | numberOfBatteryStorageFacilities	1
Differential Membership Interests [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Assets	$ 11,453	$ 12,127
Liabilities	552	1,336
Differential Membership Interests [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Sunlight Renewable Holdings
Variable Interest Entity [Line Items]
Assets	353	344
Liabilities	$ 10	$ 10
Noncontrolling Class B Interests [Member] | Variable Interest Entity, Primary Beneficiary [Member] | NEP Renewables, LLC [Member]
Variable Interest Entity [Line Items]
Numbers of VIEs | variable_interest_entity	5	6
Assets	$ 13,576	$ 16,448
Liabilities	$ 2,693	3,456
Rosmar, Silver State, Meade and Pine Brooke Holdings [Member] | Variable Interest Entity, Primary Beneficiary [Member] | NEP Renewables, LLC [Member]
Variable Interest Entity [Line Items]
Numbers of VIEs | variable_interest_entity	6
Assets	$ 7,640	8,088
Liabilities	$ 437	$ 1,198
Class B Units, Series 1 [Member] | Partnership Interest [Member] | NextEra Energy Operating Partners, LP [Member] | Adelanto I, Adelanto II and McCoy [Member]
Variable Interest Entity [Line Items]
Business acquisition, equity issuable (in shares) | shares	1,000,000
Class B Units, Series 2 [Member] | Partnership Interest [Member] | NextEra Energy Operating Partners, LP [Member] | Adelanto I, Adelanto II and McCoy [Member]
Variable Interest Entity [Line Items]
Business acquisition, equity issuable (in shares) | shares	1,000,000
NEP OpCo [Member]
Variable Interest Entity [Line Items]
Noncontrolling interest, percent ownership	48.60%
Noncontrolling interest, percent ownership by noncontrolling owners	51.40%

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Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating leases, ROU assets	$ 27	$ 24
Operating lease liabilities	31	26
Finance Lease, ROU assets	46	47
Finance lease, liability	$ 49	$ 51
Weighted average discount rate, operating	4.25%	4.04%
Weighted-average remaining lease term, operating	26 years	25 years
Weighted average discount rate, finance	3.55%	3.55%
Operating lease costs	$ 2	$ 2	$ 3
Variable lease costs	6	8	$ 7
Fixed payments due next twelve months	4
Fixed payments due, year two	4
Fixed payments due, year three	4
Fixed payments due, year four	4
Fixed payments due, year five	4
Fixed payments due thereafter	118
Sales-type lease, net investment	15	$ 16
Sales-type lease, payments to be received	$ 676
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other	Other
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Other Liabilities	Other Liabilities
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other	Other
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other	Other
Weighted-average remaining lease term, financing	33 years	34 years

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Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total long-term debt	$ 6,289	$ 5,288
Unamortized debt issuance costs and discount	(53)	(51)
Less current portion of long-term debt	1,348	38
Long-term debt, excluding current portion	4,941	5,250
Senior Notes [Member] | Senior Unsecured Convertible Notes - Fixed [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 1,600	$ 1,600
Weighted-Average Interest Rate	0.78%	0.78%
Senior Notes [Member] | Senior Unsecured Notes - Fixed [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 2,550	$ 1,800
Weighted-Average Interest Rate	5.11%	4.22%
Senior Notes [Member] | Limited Recourse Debt, Fixed [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 18	$ 20
Weighted-Average Interest Rate	4.52%	4.52%
Senior Notes [Member] | Limited Recourse Debt, Variable [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 1,983	$ 1,529
Weighted-Average Interest Rate	7.06%	5.83%
Bank Loan [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 0	$ 200
Weighted-Average Interest Rate	0.00%	6.13%
Note Payable [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 128	$ 141
Weighted-Average Interest Rate	7.49%	6.73%
Other Long Term Debt [Member]
Debt Instrument [Line Items]
Total long-term debt	$ 63	$ 49
Weighted-Average Interest Rate	0.08%	0.13%

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Debt - Additional Information (Details)		12 Months Ended
	Feb. 20, 2024 $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
2024		$ 1,348,000,000
2025		702,000,000
2026		2,047,000,000
2027		627,000,000
2028		785,000,000
Long-term debt		6,289,000,000	$ 5,288,000,000
Proceeds from Issuance of Senior Long-term Debt					$ 600,000,000
Debt Instrument, Convertible, Carrying Amount of Equity Component					64,000,000
Revolving Credit Facility | NEP OpCo [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		2,500,000,000
Letter of Credit [Member] | NEP OpCo [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		400,000,000
Letter of Credit [Member] | Revolving Credit Facility Due 2026 | NEP OpCo [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		3,250,000,000
Total letters of credit		$ (53,000,000)
Credit Facility [Member] | Minimum [Member] | Revolving Credit Facility Due 2026 | NEP OpCo [Member]
Debt Instrument [Line Items]
Commitment fee percentage		0.20%
Credit Facility [Member] | Maximum [Member] | Revolving Credit Facility Due 2026 | NEP OpCo [Member]
Debt Instrument [Line Items]
Commitment fee percentage		0.35%
Senior Unsecured Convertible Notes - Fixed [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt		$ 1,600,000,000	1,600,000,000
Senior Unsecured Convertible Notes Due 2020 [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, convertible, conversion ratio	13.7036
Debt instrument, convertible, conversion price (dollars per unit) | $ / shares	$ 72.9735
Senior Unsecured 2021 Convertible Notes [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Long-term debt				$ 500,000,000
Senior Unsecured 2021 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, convertible, conversion ratio	11.3323
Debt instrument, convertible, conversion price (dollars per unit) | $ / shares	$ 88.2433
Senior Unsecured 2022 Convertible Notes [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Long-term debt			500,000,000
Senior Unsecured 2022 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, convertible, conversion ratio	10.5339
Debt instrument, convertible, conversion price (dollars per unit) | $ / shares	$ 94.9316
Equity Option [Member] | Senior Unsecured Convertible Notes Due 2020 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Payments for capped call transaction					$ 63,000,000
Equity Option [Member] | Senior Unsecured Convertible Notes Due 2020 [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Capped call transaction, price risk option strike price | $ / shares	72.9735
Capped call transaction, cap price | $ / shares	115.5417
Equity Option [Member] | Senior Unsecured 2021 Convertible Notes [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Payments for capped call transaction				$ 31,000,000
Equity Option [Member] | Senior Unsecured 2021 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Capped call transaction, price risk option strike price | $ / shares	88.2433
Capped call transaction, cap price | $ / shares	110.3038
Equity Option [Member] | Senior Unsecured 2022 Convertible Notes [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Payments for capped call transaction			$ 31,000,000
Equity Option [Member] | Senior Unsecured 2022 Convertible Notes [Member] | Unsecured Debt [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Capped call transaction, price risk option strike price | $ / shares	94.9316
Capped call transaction, cap price | $ / shares	$ 118.6650

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Equity - Narrative (Details) $ in Millions		1 Months Ended		12 Months Ended
		Feb. 20, 2024 USD ($)	Nov. 30, 2021 USD ($) shares	Dec. 31, 2023 USD ($) shares		Dec. 31, 2022 USD ($) shares		Dec. 31, 2021 USD ($) shares	Dec. 31, 2018 MW
Subsidiary or Equity Method Investee [Line Items]
Distributions to unitholders	[1]			$ (309)		$ (254)		$ (198)
Issuance of units, gross proceeds	[3]			367	[2]	179	[2]	56
Buyout of Class B noncontrolling interest investors				$ 972		$ 0		$ 265
Antidilutive securities excluded from computation of earnings per share (in shares) | shares				1,700,000		800,000
NEP Renewables, LLC [Member] | Third-Party Investors
Subsidiary or Equity Method Investee [Line Items]
Generating capacity (mw) | MW									1,388
Payments to Noncontrolling Interests, Aggregate Consideration			$ 885
Exercise of Class B noncontrolling interest buyout right, in units | shares			7,253,580
Buyout of Class B noncontrolling interest investors			$ 265
STX Midstream | Third-Party Owner Of Class B Membership Interests
Subsidiary or Equity Method Investee [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners				12.50%
NEP Renewables II | Third-Party Owner Of Class B Membership Interests
Subsidiary or Equity Method Investee [Line Items]
Noncontrolling interest, percent ownership by noncontrolling owners				15.00%
ATM Program [Member]
Subsidiary or Equity Method Investee [Line Items]
Units authorized to be issued, value | shares						500,000,000
Issuance of units, in units | shares				5,100,000		1,800,000		700,000
Issuance of units, gross proceeds				$ 316		$ 145		$ 50
Stock issuance costs				3		1		1
Limited Partner [Member]
Subsidiary or Equity Method Investee [Line Items]
Distributions to unitholders	[1]			(309)		(254)		(198)
Issuance of units, gross proceeds	[3]			$ 367	[2]	$ 179	[2]	$ 56
Limited Partner [Member] | Subsequent Event [Member]
Subsidiary or Equity Method Investee [Line Items]
Distributions to unitholders		$ (82)

[1] Distributions per common unit were $3.3765, $2.9900 and $2.6000 for the years ended December 31, 2023, 2022 and 2021, respectively.

[2] In 2023 and 2022, includes NEE Equity's exchange of NEP OpCo common units for NEP common units and includes deferred tax impact of approximately $20 million and $14 million, respectively. See Note 14 – Common Unit Issuances.

[3] See Note 14 – ATM Program for further discussion. Includes deferred tax impact of approximately $30 million, $18 million and $6 million in 2023, 2022 and 2021, respectively.

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Equity - Basic and Diluted Earnings Per Unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to NEP – basic	$ 200	$ 477	$ 137
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic	31	445	104
Net Income (Loss) Assuming Dilution, Discontinued Operations, Value	169	32	33
Net Income (Loss) from Discontinued Operations Available to Common Shareholders, Basic	169	32	33
Net Income (Loss), Assuming Dilution	$ 200	$ 477	$ 137
Denominator:
Weighted-average number of common units outstanding – basic (in shares)	91.6	84.9	77.2
Effect of dilutive convertible notes and preferred unit (in shares)	0.0	0.0	0.2
Weighted-average number of common units outstanding – assuming dilution (in shares)	91.6	84.9	77.4
Earnings Per Share, Basic, Assuming Dilution	$ 0.34	$ 5.24	$ 1.34
Earnings per common unit attributable to NextEra Energy Partners, LP – basic and assuming dilution:
Continuing operation, basic(in usd per share)	0.34	5.24	1.34
Earnings Per Share, Basic, Assuming Dilution, Discontinued Operations	1.84	0.38	0.43
Discontinued operations, basic (in usd per share)	1.84	0.38	0.43
Earnings Per Share, Assuming Dilution	2.18	5.62	1.77
Basic (usd per share)	$ 2.18	$ 5.62	$ 1.77
Antidilutive securities excluded from computation of earnings per share (in shares)	1.7	0.8
Net Income (Loss) From Continuing Operations, Discontinued Operations, Value	$ 31	$ 445	$ 104

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Equity - Subsidiary Information (Details) $ in Millions		1 Months Ended			3 Months Ended			9 Months Ended	12 Months Ended
	Dec. 18, 2030	Dec. 31, 2023 USD ($)	Jan. 31, 2023 USD ($) MW	Apr. 30, 2022 USD ($)	Sep. 30, 2028	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)	[1]
Related Party Transaction [Line Items]
Noncontrolling Interest, Exercise Of Buyout Right									$ 972	$ 160
Third-Party Owner Of Class B Membership Interests
Related Party Transaction [Line Items]
Noncontrolling Interest, Exercise Of Buyout Right		$ 180
Third-Party Owner Of Class B Membership Interests | STX Midstream
Related Party Transaction [Line Items]
Noncontrolling Interest, Exercise Of Buyout Right									792
Third-Party Owner Of Class B Membership Interests | Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Pipeline Sale
Related Party Transaction [Line Items]
Proceeds from Sale of Productive Assets				$ 70
NEP Renewables II
Related Party Transaction [Line Items]
Gross proceeds									$ 900
Initial allocation of distributable cash to Class B investors									5.00%
Period for initial allocation									6 years
Period for initial allocation if minimum buyouts have not occurred									4 years 6 months
Allocation of distributable cash to Class B investors after initial allocation period									99.00%
Percentage of buyout price that can be paid in NEP non-voting common units at current market price									70.00%
NEP Renewables II | Third-Party Owner Of Class B Membership Interests
Related Party Transaction [Line Items]
Generating capacity (mw) | MW			62
Proceeds From Sale of Noncontrolling Interest, Distributed To Third Party Owner Of Class B Membership Interests			$ 45
NEP Renewables II | Minimum [Member]
Related Party Transaction [Line Items]
Buyout right timing									3 years 6 months
NEP Renewables II | Maximum [Member]
Related Party Transaction [Line Items]
Buyout right timing									6 years
NEP Pipelines
Related Party Transaction [Line Items]
Gross proceeds									$ 168
Initial allocation of distributable cash to Class B investors									1.00%
Period for initial allocation									6 years
Period for initial allocation if minimum buyouts have not occurred									5 years
Allocation of distributable cash to Class B investors after initial allocation period									99.00%
Percentage of buyout price that can be paid in NEP non-voting common units at current market price									100.00%
NEP Pipelines | Minimum [Member]
Related Party Transaction [Line Items]
Buyout right timing									3 years 6 months
NEP Pipelines | Maximum [Member]
Related Party Transaction [Line Items]
Buyout right timing									6 years 6 months
Genesis Holdings
Related Party Transaction [Line Items]
Gross proceeds							$ 493		$ 1,243
Initial allocation of distributable cash to Class B investors							83.00%		25.00%
Period for initial allocation									10 years
Period for initial allocation if minimum buyouts have not occurred									6 years 9 months
Allocation of distributable cash to Class B investors after initial allocation period						17.00%			80.00%
Percentage of buyout price that can be paid in NEP non-voting common units at current market price									100.00%
Genesis Holdings | Minimum [Member]
Related Party Transaction [Line Items]
Buyout right timing									5 years
Genesis Holdings | Maximum [Member]
Related Party Transaction [Line Items]
Buyout right timing									10 years
NEP Renewables III
Related Party Transaction [Line Items]
Gross proceeds						$ 408			$ 816
Initial allocation of distributable cash to Class B investors						67.50%			65.00%
Period for initial allocation									10 years
Period for initial allocation if minimum buyouts have not occurred									6 years
Allocation of distributable cash to Class B investors after initial allocation period									9900.00%
Percentage of buyout price that can be paid in NEP non-voting common units at current market price									100.00%
NEP Renewables III | Third-Party Investors
Related Party Transaction [Line Items]
Allocation of distributable cash to Class B investors after initial allocation period						32.50%
NEP Renewables III | Minimum [Member]
Related Party Transaction [Line Items]
Buyout right timing									5 years
NEP Renewables III | Maximum [Member]
Related Party Transaction [Line Items]
Buyout right timing									10 years
NEP Renewables IV
Related Party Transaction [Line Items]
Gross proceeds									$ 887
Initial allocation of distributable cash to Class B investors									17.00%
Period for initial allocation									10 years
Period for initial allocation if minimum buyouts have not occurred									6 years 6 months
Allocation of distributable cash to Class B investors after initial allocation period									9900.00%
Percentage of buyout price that can be paid in NEP non-voting common units at current market price									100.00%
NEP Renewables IV | Third-Party Investors
Related Party Transaction [Line Items]
Initial allocation of distributable cash to Class B investors									14.00%
NEP Renewables IV | Third-Party Owner Of Class B Membership Interests
Related Party Transaction [Line Items]
Initial allocation of distributable cash to Class B investors									86.00%
NEP Renewables IV | Minimum [Member]
Related Party Transaction [Line Items]
Buyout right timing									5 years
NEP Renewables IV | Maximum [Member]
Related Party Transaction [Line Items]
Buyout right timing									10 years
Forecast | Third-Party Owner Of Class B Membership Interests
Related Party Transaction [Line Items]
Percentage Of Distributions Received After Initial Allocation Period Decrease	0.80
Forecast | Genesis Holdings
Related Party Transaction [Line Items]
Percentage Of Distributions Received After Initial Allocation Period Increase					99.00%
Forecast | NEP Renewables IV | Third-Party Owner Of Class B Membership Interests
Related Party Transaction [Line Items]
Proceeds From Sale of Noncontrolling Interest, Distributed To Third Party Owner Of Class B Membership Interests								$ 177

[1] Reflects the issuance of approximately 7.3 million NEP common units and recognition of a $105 million deferred tax asset in connection with the exercise of the Class B noncontrolling interest buyout right relating to NEP Renewables discussed in Note 14 – Class B Noncontrolling Interests.

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Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	$ 14,671	$ 10,838	$ 7,707
Other Comprehensive Income (Loss), Net of Tax, Total	2	2	2
Ending Balance	14,057	14,671	10,838
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(16)	(18)	(20)
Ending Balance	(14)	(16)	(18)
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Including Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(16)	(18)	(20)
Other comprehensive loss before reclassification	2	2	2
Ending Balance	(14)	$ (16)	$ (18)
AOCI Attributable to Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Ending Balance	(7)
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Ending Balance	(7)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Ending Balance	(7)
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Ending Balance	$ (7)

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Related Party Transactions (Details) - USD ($) $ in Millions		1 Months Ended	12 Months Ended
		Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018	Dec. 31, 2016
Related Party Transaction [Line Items]
Other receivables			$ 64	$ 41
Revenues	[1]		1,078	$ 969	$ 722
Taxable Gains, Value			258
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration]				Accounts payable and accrued expenses
Other Receivables, Net, Current [Abstract]
Other receivables			64	$ 41
Due From Related Parties, Curren			5	770
Revenues	[1]		1,078	969	722
Transportation and Fuel Management Agreement [Member]
Related Party Transaction [Line Items]
Revenues			17	9	36
Other Receivables, Net, Current [Abstract]
Revenues			17	9	36
NextEra Energy, Inc. [Member] | Non-controlling Interests
Related Party Transaction [Line Items]
Related Party Tax Expense, Due from Affiliates, Current						$ 18
Other Receivables, Net, Current [Abstract]
Related Party Tax Expense, Due from Affiliates, Current						$ 18
NextEra Energy, Inc. [Member] | Management Services Agreement [Member]
Related Party Transaction [Line Items]
Costs and Expenses, Related Party			51	163	138
Costs and Expenses, Related Party			51	163	138
NEER [Member] | Cash Sweep and Credit Support Agreement [Member]
Related Party Transaction [Line Items]
Costs and Expenses, Related Party			8	7	6
Other receivables			1,511	298
Costs and Expenses, Related Party			8	7	6
Other Receivables, Net, Current [Abstract]
Other receivables			1,511	298
Emerald Breeze Holdings | NEER [Member]
Related Party Transaction [Line Items]
Notes Payable			62	48
Dewey and Woodward counties, Oklahoma [Member] | Seiling I and Seiling II Wind Energy Centers [Member]
Related Party Transaction [Line Items]
Cash payment received from acquisition			2	2	$ 2
Dewey and Woodward counties, Oklahoma [Member] | Subsidiary of NEP [Member] | Seiling I and Seiling II Wind Energy Centers [Member]
Related Party Transaction [Line Items]
Receivables acquired in acquisition							$ 25
Acquired receivable interest rate percentage							7.10%
NEP OpCo [Member]
Related Party Transaction [Line Items]
Supplier Finance Program, Obligation			5	770
Other Receivables, Net, Current [Abstract]
Supplier Finance Program, Obligation			$ 5	$ 770
NEP OpCo [Member] | Non-controlling Interests
Related Party Transaction [Line Items]
Increase (Decrease) Due To Differences In Value Of Related Party Tax Receivable And Units Received		$ 13
Partners' Capital Account, Units, Contributed		(100,169)
Other Receivables, Net, Current [Abstract]
Partners' Capital Account, Units, Contributed		100,169
Increase (Decrease) Due To Differences In Value Of Related Party Tax Receivable And Units Received		$ 13
NEP OpCo [Member] | NextEra Energy, Inc. [Member] | Management Services Agreement [Member]
Related Party Transaction [Line Items]
Management fee, percent of EBITDA			1.00%
Annual management fee			$ 4
Management fee, additional payment threshold, minimum EBITDA			4
NEECH [Member] | Guarantees and letters of credit [Member]
Related Party Transaction [Line Items]
Total letters of credit			$ 2,300

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).

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Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended								12 Months Ended
		Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Financial Statements, Captions [Line Items]
Revenues	[1]									$ 1,078	$ 969	$ 722
Operating income										(28)	44	64
INCOME (LOSS) FROM CONTINUING OPERATIONS										(232)	969	266
Income from discontinuing operations										450	152	158
Net income (loss)										218	1,121	424
Net income (loss) attributable to NEP										$ 200	$ 477	$ 137
Earnings Per Share, Basic, Assuming Dilution										$ 0.34	$ 5.24	$ 1.34
Earnings Per Share, Basic, Assuming Dilution, Discontinued Operations										$ 1.84	$ 0.38	$ 0.43
Revision of Prior Period, Adjustment
Condensed Financial Statements, Captions [Line Items]
Revenues		$ 232	$ 308	$ 292	$ 245	$ 204	$ 237	$ 302	$ 226
Operating income		(53)	32	26	(35)	(58)	9	95	(2)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(205)	100	56	(182)	(19)	192	502	294
Income from discontinuing operations		$ 353	$ 32	$ 33	$ 31	$ 37	$ 40	$ 36	$ 39
Earnings Per Share, Basic, Continued Operations		$ (0.35)	$ 0.47	$ 0.43	$ (0.23)	$ 0.31	$ 0.83	$ 2.52	$ 1.62
Basic, discontinued (usd per share)		1.55	0.10	0.10	0.06	0.09	0.10	0.09	0.10
Earnings Per Share, Basic, Assuming Dilution		(0.35)	0.47	0.43	(0.23)	0.31	0.82	2.52	1.62
Earnings Per Share, Basic, Assuming Dilution, Discontinued Operations		$ 1.55	$ 0.10	$ 0.10	$ 0.06	$ 0.09	$ 0.11	$ 0.09	$ 0.10

[1] Includes related party revenues of approximately $(12) million, $2 million and $2 million for 2023, 2022 and 2021, respectively. Includes pipeline service revenue of approximately $3 million and $2 million for 2022 and 2021, respectively, related to the pipeline sold in 2022 (see Note 2 – Disposal of Pipeline).