SEC Comment Letter for XPLR Infrastructure, LP (XIFR) (CIK 0001603145) (XIFR) — Jun 3, 2015
XPLR Infrastructure, LP (XIFR) (CIK 0001603145)
Date: June 3, 2015 · CIK: 0001603145 · Accession: 0000000000-15-029577
AI Filing Summary & Sentiment
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June 3, 2015
Mr. James L . Robo
President and Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408
Re: NextEra Energy Partners, LP
Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 20, 2015
File No. 001 -36518
Dear Mr. Robo :
We have reviewed your filing an d have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Management’s Discussion and Analysis of Financial Condition and Re sults of Operation
Capital Expenditures, page 45
1. In future reports please provide a discussion regarding any impact the uncertainty
surrounding the extension of the PTC program has had on the company’s planned capital
expenditures.
Financial Statement s
Consolidated Statements of Income, page 50
2. Please tell us what consideration you gave to presenting pro forma income taxes on the
face of your financial statements for all periods presented to provide taxes on certain
flow-through entities for which ta xes were not provided in periods prior to becoming
Mr. James L. Robo
NextEra Energy Partners, LP
June 3, 2015
Page 2
taxable on July 1, 2014 and also to show how pro forma income taxes differ from the
amounts presented in your previously issued financial statements, if applicable.
Note 2. Summary of Significant Acco unting and Reporting Policies
Immaterial Restatement, page 59
3. We note that you restated the amounts of income tax expense, net income, other
comprehensive (loss) and deferred income tax liabilities previously reported in your
December 31, 2013 financial statements. You have described these errors as immaterial.
We note you have not provided all of the disclosures specified in ASC 250 -10-50-7 and
50-8 for the correction of this error, apparently on the basis of immateriality. However,
we note in your res tated 2013 financial statements income tax expense decreased by $4
million or approximately 22%, net income increased by $4 million or approximately
37%, other comprehensive (loss) decreased by $1 million or approximately 7% and
deferred tax liabilities de creased by $5 million or approximately 36% as compared to the
amounts originally reported. In addition , your restated 2013 comprehensive income
(loss) reflected income of $2 million compared to a loss of $3 million as originally
reported. To help us bette r understand your conclusion that these changes were
immaterial, please provide us with your detailed assessment of the materiality of these
errors. Please refer to SAB Topic 1.M.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the co mpany
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Mr. James L. Robo
NextEra Energy Partners, LP
June 3, 2015
Page 3
You may contact Sondra Snyder, Staff Accountant , at 202-551-3332 or me, at 202 -551-
3737 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Daniel Porco, Staff Attorney , at 202-551-3477 or Mara Ransom, Assistant
Director , at 202-551-3720 with any other questions.
Sincerely,
/s/ Jennifer Thompson
Jennifer Thompson
Accounting Branc h Chief
Cc: W. Scott Seeley,
Vice President, Compliance & Corporate Secretary
NextEra Energy, Inc.
Daisy Jacobs,
Assistant Controller
Florida Power & Light Co.