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Equity
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Equity Equity
Distributions – During 2022, 2021 and 2020, NEP distributed approximately $254 million, $198 million and $154 million, respectively, to its common unitholders. In addition, NEP paid approximately $70 million in distributions to its common unitholders in February 2023.

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 and preferred units (see Preferred Units below). Following the adoption of a new accounting standard on January 1, 2021 (see Note 2 – Distinguishing Liabilities from Equity), the dilutive effect of the 2020 convertible notes, the 2021 convertible notes and the 2022 convertible notes is calculated using the if-converted method. During 2020, the dilutive effect of the preferred units was computed using the if-converted method and the dilutive effect of the 2020 convertible notes was computed using the treasury stock method.

The reconciliation of NEP's basic and diluted earnings (loss) per unit is as follows:
Years Ended December 31,
202220212020
(millions, except per unit amounts)
Numerator:
Net income (loss) attributable to NEP – basic$477 $137 $(55)
Adjustments for convertible notes and preferred units(a)
 — — 
Net income (loss) attributable to NEP used to compute diluted earnings per unit$477 $137 $(55)
Denominator:
Weighted-average number of common units outstanding – basic84.9 77.2 68.4 
Effect of dilutive convertible notes and preferred units(a)
 0.2 — 
Weighted-average number of common units outstanding and assumed conversions84.9 77.4 68.4 
Earnings (loss) per unit attributable to NEP:
Basic$5.62 $1.77 $(0.81)
Assuming dilution$5.62 $1.77 $(0.81)
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(a)    Due to the net loss incurred during the year ended December 31, 2020, the weighted-average number of common units issuable pursuant to the convertible notes and preferred units totaling approximately 7.5 million was not included in the calculation of diluted earnings per unit due to their antidilutive effect.
ATM Program – NEP has an at-the-market equity issuance program (ATM program), which was renewed in 2021, pursuant to which NEP may issue, from time to time, up to $300 million of its common units. During the years ended December 31, 2022 and 2021, NEP issued approximately 1.8 million common units and 0.7 million common units under the ATM program for gross proceeds of approximately $145 million and $50 million, respectively. During the year ended December 31, 2020, NEP did not issue any common units under the ATM program. Fees related to the ATM program totaled approximately $1 million and less than $1 million in 2022 and 2021, respectively.

Preferred Units – In 2017, NEP issued and sold Series A convertible preferred units representing limited partner interests in NEP. During the year ended December 31, 2020, NEP issued approximately 4.7 million NEP common units upon the conversion of the remaining convertible preferred units on a one-for-one basis.

Common Unit Issuances – In July 2022, NEP issued 0.8 million NEP common units upon NEE Equity's exchange of NEP OpCo common units on a one-for-one basis. In January 2023, NEE Equity delivered notice to NEP OpCo of its election to exchange 0.9 million NEP OpCo common units for NEP common units on a one-for-one basis. The exchange of common units, and related issuance of NEP common units, is expected to occur in the second quarter of 2023.
Class B Noncontrolling Interests – Subsidiaries of NEP sold Class B noncontrolling membership interests in NEP Renewables II, NEP Pipelines, STX Midstream, Genesis Holdings, NEP Renewables III and NEP Renewables IV as described below:

NEP Renewables IINEP PipelinesSTX MidstreamGenesis HoldingsNEP Renewables IIINEP Renewables IV
Underlying projects/pipelines
Renewable energy projects with a combined net generating capacity of approximately 1,192 MW(a)
Equity method interest in a natural gas pipeline located in PennsylvaniaSix natural gas pipeline assets located in TexasRenewable energy projects with a combined net generating capacity of approximately 1,124 MWRenewable energy projects with a combined net generating capacity of approximately 1,260 MW
Renewable energy projects with a combined net generating capacity of approximately 1,992 MW(b)
Date of saleJune 11, 2019November 13, 2019December 4, 2019December 18, 2020December 28, 2021December 15, 2022
Gross proceeds
$900 million(a)
$168 million
$750 million(c)
$1,243 million(d)
$816 million(e)
$710 million(f)
Initial allocation of distributable cash to Class B investors5%1%12.5%
25%(d)
65%(e)
17%(f)
Period for initial allocation6 years6 years4 years10 years10 years10 years
Period for initial allocation if minimum buyouts have not occurred4.5 years5 years3.5 years6.75 years6 years6.5 years
Allocation of distributable cash to Class B investors after initial allocation period99%99%
75%(g)
80%(d)
99%99%
Date buyout period beginsDecember 11, 2022May 13, 2023December 4, 2022December 18, 2025December 28, 2026December 15, 2027
Buyout right timing(h)
Periodically, and for partial interests between years 3.5 and 6Periodically, and for partial interests between years 3.5 and 6.5Periodically, and for partial interests between years 3 and 7Periodically, and for partial interests between years 5 and 10Periodically, and for partial interests between years 5 and 10Periodically, 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(i)
70%100%70%100%100%100%
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(a)In January 2023, NEP sold its ownership interests in one wind project with a net generating capacity of approximately 62 MW to a third party and approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B membership interests (see Note 2 – Disposal of Wind Project).
(b)Excludes net generating capacity of approximately 54 MW relating to a wind facility in New York which is expected to be transferred to NEP Renewables IV in the first quarter of 2023. See Note 3.
(c)In April 2022, NEP sold its ownership interests in one pipeline to a third party and approximately $70 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 Pipeline).
(d)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.
(e)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%.
(f)At December 31, 2022, NEP retained certain Class B membership interests in NEP Renewables IV which will be sold to the Class B investors for approximately $178 million at a final funding expected to occur by the end of the third quarter of 2023. Until the final Class B funding, NEP will receive approximately 86% of NEP Renewables IV's cash distributions and the third-party investors will receive 14%.
(g)Increases to 95% if NEP has not exercised its entire buyout right by December 4, 2025.
(h)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.
(i)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. The specified percentage of the buyout price for the Class B noncontrolling interests in STX Midstream are payable in NEP common units.

In 2018, a subsidiary of NEP sold 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 $265 million in cash to the third-party investor after electing to exercise the buyout right and purchase all of the Class B membership interests in NEP Renewables.
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Other Comprehensive
Income (Loss) Related to
Equity Method Investee
Total
(millions)
Balances, December 31, 2019$(22)$(22)
Other comprehensive income related to equity method investee
Balances, December 31, 2020(20)(20)
Other comprehensive income related to equity method investee
Balances, December 31, 2021(18)(18)
Other comprehensive income related to equity method investee
2 2 
Balances, December 31, 2022$(16)$(16)
AOCI attributable to noncontrolling interest, December 31, 2022
$(9)$(9)
AOCI attributable to NextEra Energy Partners, December 31, 2022$(7)$(7)