SecProbe.io

CORRESP
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CORRESP

 [Letterhead of XPLR Infrastructure, LP]

April 3, 2026

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 Washington, D.C. 20549

Re:
 XPLR Infrastructure, LP

Registration Statement on Form S-3 (Registration No.
333-294702)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, XPLR Infrastructure, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-294702) so that the Registration Statement becomes effective at 3:00 P.M., Eastern Time, on
April 7, 2026, or as soon as practicable thereafter.

 XPLR INFRASTRUCTURE, LP

By:

 /s/ David Flechner

Name:

David Flechner

Title:

General Counsel and Corporate Secretary

c:
 Anuja Majmudar

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 2, 2026

S. Alan Liu
President and Chief Executive Officer
XPLR Infrastructure, LP
700 Universe Boulevard
Juno Beach, FL 33408

       Re: XPLR Infrastructure, LP
           Registration Statement on Form S-3
           Filed March 27, 2026
           File No. 333-294702
Dear S. Alan Liu:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Anuja Majmudar at 202-551-3844 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:    Thomas P. Giblin Jr.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

December 8, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

Registration Statement on Form S-3 (Registration
No. 333-275475)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-275475) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on
December 12, 2023, or as soon as practicable thereafter.

 NEXTERA ENERGY PARTNERS, LP

By:

 /s/ Charles E. Sieving

Name:

Charles E. Sieving

Title:

General Counsel

c:
 Liz Packebusch

United States securities and exchange commission logo
November 20, 2023
Terrell Kirk Crews II
Chief Financial Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, FL 33408-0420
Re:NextEra Energy Partners, LP
Registration Statement on Form S-3
Filed November 13, 2023
File No. 333-275475
Dear Terrell Kirk Crews II:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr.

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

            March 27, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

Registration Statement on Form S-3 (Registration
No. 333-270508)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-270508) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on
March 29, 2023, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

 /s/ Charles E. Sieving

Name:

Charles E. Sieving

Title:

General Counsel

c:
 Arthur Tornabene-Zalas

United States securities and exchange commission logo
March 20, 2023
John W. Ketchum
Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Blvd
Juno Beach, FL 33408-0420
Re:NextEra Energy Partners, LP
Registration Statement on Form S-3
Filed March 13, 2023
File No. 333-270508
Dear John W. Ketchum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Mitchell Austin, Acting
Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr. Esq.

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

June 6, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

Registration Statement on Form S-3 (Registration
No. 333-264336)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-264336) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on
June 8, 2022, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

 /s/ Charles E. Sieving

Name:

Charles E. Sieving

Title:

General Counsel

c:
 Arthur Tornabene-Zalas

United States securities and exchange commission logo
April 22, 2022
John W. Ketchum
Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Blvd.
Juno Beach, FL 33408
Re:NextEra Energy Partners, LP
Registration Statement on Form S-3
Filed April 15, 2022
File No. 333-264336
Dear Mr. Ketchum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr Esq.

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

December 2, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

 Registration Statement on Form S-3 (Registration No. 333-261191)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-261191) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on
December 6, 2021, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

/s/ W. Scott Seeley

Name:

W. Scott Seeley

Title:

Corporate Secretary

c:
 Cheryl Brown, Law Clerk

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

November 30, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

 Registration Statement on Form S-3 (Registration No. 333-260664)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-260664) so that the Registration Statement becomes effective at 10:00 A.M., Eastern Time, on
December 3, 2021, or as soon as practicable thereafter.

 NEXTERA ENERGY PARTNERS, LP

By:

/s/ W. Scott Seeley

Name:

W. Scott Seeley

Title:

Corporate Secretary

cc:
 Arthur Tornabene-Zalas

United States securities and exchange commission logo
November 24, 2021
James L. Robo
Chairman of the Board and Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, FL 33408-0420
Re:NextEra Energy Partners, LP
Registration Statement on Form S-3
Filed November 18, 2021
File No. 333-261191
Dear Mr. Robo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Law Clerk, at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr. of Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
November 8, 2021
James Robo
Chairman of the Board, Chief Executive Officer and Director
NEXTERA ENERGY PARTNERS, LP
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Re:NEXTERA ENERGY PARTNERS, LP
Registration Statement on Form S-3
Filed November 1, 2021
File No. 333-260664
Dear Mr. Robo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at 202-551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at 202-551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr.

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

August 23,
2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 Washington, D.C. 20549

Re:
 NextEra Energy Partners, LP

Registration Statement on Form S-3 (Registration
No. 333-258199)

 Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-258199) so that the Registration Statement becomes effective at 4:30 P.M., Eastern Time, on
August 25, 2021, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

 /s/ W. Scott Seeley

Name:

W. Scott Seeley

Title:

Corporate Secretary

c:
 Anuja A. Majmudar, Attorney-Advisor

United States securities and exchange commission logo
August 2, 2021
James L. Robo
Chairman of the Board and Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, FL 33408
Re:NextEra Energy Partners, LP
Registration Statement on Form S-3
Filed July 27, 2021
File No. 333-258199
Dear Mr. Robo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas P. Giblin, Jr.

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

September 5, 2018

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Washington, D.C. 20549

Attention:

 Mara L. Ransom

 Assistant Director

Re:

 NextEra Energy Partners, LP

 Registration Statement on Form S-3 (Registration No. 333-226066)

 Dear Ms. Ransom:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-226066) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on September 7, 2018, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

 /s/ W. Scott Seeley

Name:

W. Scott Seeley

Title:

Corporate Secretary

c:
 Scott Andregg, Staff Attorney

CORRESP
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CORRESP

 [Letterhead of NextEra Energy Partners, LP]

July 23, 2018

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Washington, D.C. 20549

Attention:

Mara L. Ransom

Assistant Director

Re:

NextEra Energy Partners, LP

Registration Statement on Form S-3 (Registration No. 333-226069)

 Dear Ms. Ransom:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, NextEra Energy Partners, LP hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-226069) so that the Registration Statement becomes
effective at 4:30 P.M., Eastern Time, on July 25, 2018, or as soon as practicable thereafter.

NEXTERA ENERGY PARTNERS, LP

By:

/s/ W. Scott Seeley

Name:

W. Scott Seeley

Title:

Corporate Secretary

c:
Scott Andregg, Staff Attorney

Mail Stop 3561
July 9, 2018

James L. Robo
Chief Executive  Officer
NextEra  Energy Partners, L.P.
700 Universe Boulevard
Juno Beach, FL  33408 -0420

Re: NextEra  Energy Partners, L.P.
Registration Statement on Form S -3
Filed July 5, 2018
  File No.  333-226069

Dear M r. Robo:

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact  Scott Anderegg, Attorney -Advisor, at (202) 551 -3342  with any questions.

Sincerely,

 /s/ Mara L. Ransom

Mara Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
January 18, 2017

Mr. James L. Robo
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, 2015
File No . 001 -36518

Dear Mr. Robo :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ James Allegretto

 James Allegretto
Senior Assistant Chief Accountant

CORRESP
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		Document

December 19, 2016

Mr. James Allegretto

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 NextEra Energy Partners, LP

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 19, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed October 31, 2016

File No. 001-36518

Dear Mr. Allegretto:

We hereby submit our response to the comments set forth in your letter dated December 13, 2016, with respect to your review of the above referenced periodic reports filed under the Securities Exchange Act of 1934, as amended.

For the convenience of the staff of the Securities and Exchange Commission (the Staff), the Staff's comments are included and followed by NextEra Energy Partners, LP's (NEP) responses.

Form 10-K for Fiscal Year Ended December 31, 2015

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

Results of Operations, page 46

1.

 Please tell us whether and how you monitor the credit quality of customers of your recently acquired Texas Pipeline operations. Please address how you considered whether the collectability of your accounts receivable has been impacted by the decline in commodity prices.

 Company Response:

 As discussed in Item 1: Business of the December 31, 2015 Form 10-K, NEP operates high-quality, long-lived projects under long-term contracts with creditworthy counterparties that are expected to produce stable long-term cash flows. Accordingly, although NEP has a limited number of counterparties, as disclosed on page 67 under “Concentration of Credit Risk”, management does not believe significant credit risk exists because of the creditworthiness of the counterparties. When entering into contracts, 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. On an ongoing basis, NEP monitors the non-performance or non-payment by counterparties under the terms of their contractual obligations, if any.

1

 At December 31, 2015, NEP’s consolidated balance sheets reflected approximately $16 million of accounts receivable related to the Texas pipelines. These receivables represented monthly billings under long-term natural gas transportation contracts with approximately 20 counterparties. All outstanding receivables were current as of December 31, 2015, deemed collectible and thus no allowance for collections was recorded. Further, as disclosed on page 67 under “Concentration of Credit Risk” of the December 31, 2015 Form 10-K, all amounts due from counterparties at December 31, 2015 were subsequently collected prior to the filing of the December 31, 2015 Form 10-K. During 2016, there has been no significant change in the Texas pipelines accounts receivable balances. NEP does not believe the decline in commodity prices has impacted the collectability of its accounts receivable because of the creditworthiness of the counterparties and it is not aware of any decline in the credit quality of its contract counterparties at this time.

2.

 It appears you may have gathering and transportation contracts with contractually fixed ship or pay reservation payments that also provide for volume based payments over the life of the related contracts. Please tell us whether you have any contracts which have minimum volume commitments and if so whether renegotiation of the fees or minimum volume commitments on any such contracts has occurred or is expected to occur prior to their expiration since the acquisition. If so, please tell us in detail how you considered this factor in explaining trends and uncertainties in your results of operations. Please also tell us, and consider disclosing in future filings, the volume amount of any gathering contracts that expire with 1 year and your expectations regarding the trend of gathering fees based on anticipated drilling activity.

 Company Response:

 NEP has four gathering contracts with minimum volume commitments. These contracts accounted for less than 1% of the operating revenues from the Texas pipelines for the year ended December 31, 2015. NEP has not renegotiated, nor does it expect to renegotiate, the reduction of any fees or minimum volume commitments in any of its gathering contracts. There are no gathering contracts which expire within one year. Based on the immaterial nature of such contracts, NEP does not believe any additional disclosure is necessary at this time. However, NEP will consider the Staff's comments in connection with future filings should circumstances change.

3.

 We note that several oil and gas producers with operations in Texas have recently filed for bankruptcy protection. Please tell us in detail how you determined whether there was any impairment of your Texas operations’ long-lived assets or intangible assets.

 Company Response:

 As disclosed on page 67 under “Impairment of Long-Lived Assets and Finite-Lived Intangible Assets” of the December 31, 2015 Form 10-K, NEP reviews its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate the carrying values may not be recoverable in accordance with ASC 360-10-35-21. NEP acquired 100% of the membership interests in NET Holdings Management, LLC (Texas pipelines) on October 1, 2015, and concluded that, as of December 31, 2015, there were no events or changes in circumstances indicating that the carrying amounts of the Texas pipelines’ long-lived assets and intangibles assets may not be recoverable. In reaching this determination, management considered, among other things, the following factors:

Ÿ     The Texas pipelines primarily generate revenues from long-term natural gas transportation contracts with approximately 20 counterparties.

Ÿ     All of the Texas pipeline counterparties are creditworthy and none have filed for bankruptcy. See discussion in #1 above.

NEP continually evaluates events and changes in circumstances to determine whether the Texas pipelines’ long-lived assets and intangible assets should be tested for recoverability. For the reasons discussed above, NEP has concluded there were no impairment indicators that would trigger an impairment test.

2

Item 8. Financial Statements and Supplementary Data

Note 3. Acquisitions, page 69

4.

 We note your disclosure that you acquired NET Holdings Management LLC (Texas Pipeline) on October 1, 2015. You disclose on page 14 that following this acquisition your operations and business have substantially changed. Please explain to us in detail whether and how you considered the Texas Pipeline operations to represent a separate operating and reportable segment. Please refer to ASC 280-10-50.

 Company Response:

 As disclosed on page 10 of the December 31, 2015 Form 10-K, NEP’s business strategy is to invest in contracted clean energy projects that allow it to increase its cash distributions to the holders of its common units over time. In order to achieve this objective, NEP focuses on contracted clean energy projects and grows its business and cash distributions through selective acquisitions of operating projects and projects under construction. As a growth-oriented limited partnership, NEP is primarily focused on growing and cash available for distribution (CAFD) and NEP’s common unitholders invest in order to receive increasing cash distributions. Accordingly, from both management’s and the investor’s perspective, the primary focus is on CAFD and how contracted clean energy projects, regardless of their geographical or operational characteristics, contribute to and grow CAFD.

 To grow its cash flows, NEP owns energy generation projects and natural gas pipelines that have long-term power sales and gas transportation contracts. As disclosed on page 55 of the December 31, 2015 Form 10-K, the projects in NEP’s portfolio are contracted under long-term contracts that have an average remaining contract term of approximately 19 years as of December 31, 2015. The 17 projects and seven pipelines that are included in the consolidated financial statements were acquired based on their stable, long-term cash flows and not on any other economic, geographic or operational characteristics. Management is less concerned with the individual characteristics of the 17 projects and seven pipelines and more focused on whether the clean energy portfolio of assets will provide a reasonably steady, predictable stream of CAFD.

 ASC 280-10-50-1 defines an operating segment, in part, as a component of a public entity for which the chief operating decision maker (CODM) regularly reviews discrete financial information to make decisions about resources to be allocated to the segment and to assess the segment's performance. NEP GP's chief executive officer functions as NEP's CODM, as defined in ASC 280-10-50-5, and is solely responsible for allocating resources and assessing the performance of NEP.

 Each month, NEP's CODM reviews NEP's monthly operating performance report (MOPR). The financial information contained in the MOPR reflects NEP’s total operations, highlighting NEP’s consolidated adjusted EBITDA and CAFD. The MOPR does not provide disaggregated or discrete financial information by project or asset type (e.g., wind projects, solar projects, pipelines). While the MOPR may contain, from time to time, certain individual project or pipeline information, it is only when NEP has significant deviations from its financial plan and such project or pipeline information is used only to explain variances.

 NEP's CODM also uses aggregated financial information to determine whether, when and how to acquire additional assets. Assets are considered for acquisition based on the same characteristics used to assess the performance of the existing portfolio - their expected contribution to NEP's consolidated adjusted EBITDA and CAFD. The financial information and future outlook presented to NEP GP’s Board of Directors and to NEP’s investors in its quarterly earnings releases focuses on consolidated adjusted EBITDA and CAFD.

 Based on the above, NEP's CODM continues to allocate NEP resources and assess NEP's performance in the aggregate based upon a single operating segment as defined in ASC 280-10-50-1(b) and therefore, NEP has a single reportable segment.

3

Note 9. Capitalization, page 77

5.

 We note your disclosure that all of your long-term debt agreements contain provisions which, under certain conditions, restrict the payment of dividends and other distributions. Please tell us how you considered providing the disclosures required by Rule 4-08(e)(2) and (e)(3) of Regulation S-X.

 Company Response:

 As discussed on page 50 under "Project Financings and Term Loans" in the December 31, 2015 Form 10-K, most of the projects in the portfolio are subject to project financings that contain certain financial covenants and distribution tests, including debt service coverage ratios. In general, these project financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Each of these projects is permitted to pay distributions out of available cash on a semi-annual basis so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project financing’s covenants and the applicable minimum debt service coverage ratio is satisfied. We respectfully direct the Staff to the disclosure on page 50 under "Project Financings and Term Loans" and page 77 under "Debt" of the December 31, 2015 Form 10-K. NEP’s subsidiaries were in compliance with all financial debt covenants under their respective project financings; however, one project was unable to fully fund its debt reserve by approximately $2 million.

 The project that was not able to fully fund its debt reserve was not able to make a distribution to NEP OpCo. Based on the project's inability to make a distribution, a calculation was performed for the project's $13 million of net assets at December 31, 2015, which represented less than 1.5% of NEP’s limited partners equity. Additionally, at December 31, 2015, NEP did not have any undistributed earnings of 50% or less owned persons accounted for by the equity method. Based on these considerations, disclosures under Rule 4-08(e)(2) and (e)(3) of Regulation S-X were not required. NEP will continue to monitor the amount of any restrictions on the payment of dividends or other distributions and the amount of any undistributed earnings of 50% or less owned persons and evaluate whether disclosures are required in future filings under Rule 4-08(e)(2) and (e)(3) of Regulation S-X based on the facts and circumstances in effect at the date of such filings.

4

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Item 1. Financial Statements

Condensed Consolidated Statements of Income, page

6.

 We note from your disclosures in Note 1 that following the acquisition of the Texas Pipeline business you generate revenues from the production and sale of electricity and from providing natural gas gathering and transportation services. Thus it appears that following the acquisition of the Texas Pipeline business a significant portion of your revenue is derived from the provision of services as opposed to the sale of products. Please tell us how you have complied with Rule 5-03(b)(1) and (b)(2) of Regulation S-X to separately disclose revenue and the related costs resulting from the sale of services versus those resulting from the sale of products.

 Company Response:

We acknowledge the Staff’s comment. The Texas pipelines generated service revenues greater than 10% of NEP’s total operating revenues for the quarter and year-to-date periods ended September 30, 2016. While NEP did not present revenues from services separately on the face of its condensed consolidated statements of income in its Form 10-Q for the quarterly period ended September 30, 2016 (Form 10-Q), such amounts were disclosed on pages 24 and 25 in the Operating Revenues sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) as revenues related to the acquisition of the Texas pipelines. Additionally, the operation and maintenance costs related to the Texas pipelines were also disclosed on pages 24 and 25 in the Operations and Maintenance sections of Management's Discussion. In future filings, commencing with NEP’s Form 10-K for the year ended December 31, 2016, NEP will separately present revenues and related costs and expenses from the sale of electricity and from natural gas gathering and transportation services in its consolidated statements of income in accordance with Rule 5-03(b)(1) and (b)(2).

If you would like to discuss NEP's responses to the Staff's comments or any other matters, please contact me at 561-694-3228.

Sincerely,

TERRELL KIRK CREWS, II

Terrell Kirk Crews, II

Controller and Chief Accounting Officer

NextEra Energy Partners GP, Inc.

(as general partner of NextEra Energy Partners, LP)

5

Mail Stop 3561
December 13, 2016

Mr. James L. Robo
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, 2015
Filed February 19, 2016
Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Filed October 31, 2016
File No . 001 -36518

Dear Mr. Robo :

We have limited our review  of your filing s to the financial statements and related
disclosures and 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 b y 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.

Form 10 -K for Fiscal Year Ended December 31, 2015

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

Results of Operations, page 46

1. Please tell us whether and ho w you monitor the credit quality of customers of your
recently acquired Texas Pipeline operations.  Please address how you considered whether
the collectability of your accounts receivable has been impacted by the decline in
commodity prices.

Mr. James L. Robo
NextEra Energy Partners, LP
December 13, 2016
Page 2

 2. It appears  you may have gathering and transportation contracts with contractually fixed
“ship or pay” reservation payments that also provide for volume based payments over the
life of the related contracts.  Please tell us whether you have any contracts which have
minimum volume commitments and if so whether renegotiation of the fees or minimum
volume commitments on any such contracts has occurred or is expected to occur prior to
their expiration since the acquisition.  If so, please tell us in detail how you conside red
this factor in explaining trends and uncertainties in your results of operations.  Please also
tell us, and consider disclosing in future filings, the volume amount of any gathering
contracts that expire with 1 year and your expectations regarding the trend of gathering
fees based on anticipated drilling activity.

3. We note that several oil and gas producers with operations in Texas have recently filed
for bankruptcy protection.  Please tell us in detail how you determined whether there was
any impairm ent of your Texas operations’ long -lived assets or intangible assets.

Item 8. Financial Statements and Supplementary Data

Note 3. Acquisitions, page 69

4. We note your disclosure that you acquired NET Holdings Management LLC (Texas
Pipeline) on October 1, 2015.  You disclose on page 14 that following this acquisition
your operations and business have substantially changed.  Please explain to us in detail
whether and how you considered the Texas Pipeline operations  torepresent a separate
operating and reportable segment.  Please refer to ASC 280 -10-50.

Note 9. Capitalization, page 77

5. We note your disclosure that all of your long -term debt agreements contain provisions
which, under certain conditions, restrict the payment of dividends and other distributions.
Please tell us how you considered providing the disclosures required by Rule 4 -08(e)(2)
and (e)(3) of Regulation S -X.

Form 10 -Q for Fiscal Quarter End ed September 30, 2016

Item 1. Financial Statements

Condensed Consolidated Statements of Income, page

6. We note from your disclosures in Note 1 that following the acquisition of the Texas
Pipeline business you generate revenues from the production and sale of electricity and
from providing natural gas gathering and transportation services.  Thus it appears t hat
following the acquisition of the Texas Pipeline business a significant portion of your
revenue is derived from the provision of services as opposed to the sale of products.
Please tell us how you have complied with Rule 5 -03(b)(1) and (b)(2) of Regula tion S -X

Mr. James L. Robo
NextEra Energy Partners, LP
December 13, 2016
Page 3

 to separately disclose revenue and the related costs resulting from the sale of services
versus those resulting from the sale of products.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their  disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact  Sondra Snyder, Staff Accountant at  (202) 551 -3332  or me at (202) 551 -
3849  with any questions.

Sincerely,

 /s/ James Allegretto

 James Allegretto
Senior Assistant Chief Accountant

June 3 0, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

cc:  W. Scott Seeley
       Vice President, Compliance & Corporate Secretary
       NextEra Energy, Inc.

       Daisy Jacobs
       Assistant Controller
       Florida Power & Light Co.

CORRESP
1
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		response06102015

June 10, 2015

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 NextEra Energy Partners, LP

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 20, 2015

File No. 001-36518

Dear Ms. Thompson:

We hereby submit our response to the comments set forth in your letter dated June 3, 2015, with respect to your review of the above referenced periodic report filed under the Securities Exchange Act of 1934, as amended (2014 Form 10-K).

For the convenience of the staff of the Securities and Exchange Commission (the Staff), the Staff's comments are included and followed by NextEra Energy Partners, LP's (NEP) responses.

Management’s Discussion and Analysis of Financial Condition and Results 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.

Company Response:

NEP will consider such discussion in future filings should the uncertainty surrounding the extension of the PTC program begin to impact its planned capital expenditures or future growth plans. NEP respectfully advises the Staff that while uncertainty does exist surrounding the extension of the PTC program consistent with the disclosure on page 7 of NEP’s 2014 Form 10-K, NEP’s planned capital expenditures have not been, and are currently not expected to be, affected by this uncertainty. The wind projects included in NEP’s planned capital expenditures have either already achieved commercial operation or are expected to achieve commercial operation prior to the expiration of the PTC program.

Financial Statements

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 taxes were not provided in periods prior to becoming 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.

Company Response:

NEP’s Registration Statement on Form S-1, which was declared effective June 26, 2014, included income tax information in its pro forma financial statements, as required by Article 11 of Regulation S-X. NEP also presented pro forma income taxes on the face of the historical financial statements included in its Form S-1 in response to the Staff's letter dated June 5, 2014, comment 5. After completion of its initial public offering (IPO), NEP considered sections 3410.1 and 3410.2 in the Division of Corporation Finance’s Financial Reporting Manual (FRM) in preparing its historical financial statements. FRM section 3410.1(b) states that pro forma presentation of taxes on the face of historical statements is encouraged, but not required. NEP also considered FRM section 3410.2 that states “for periods subsequent to becoming taxable, pro forma presentations reflecting tax expense for earlier comparable periods should continue to be presented for periods prior to becoming taxable and for the period of change if the registrant elects to present pro forma information for all periods pursuant to FRM section 3410.1(b).

 1

Lastly, in reviewing financial statements filed by NEP's peers under the Securities Exchange Act of 1934, as amended, none presented pro forma income tax information on the face of their historical financial statements. As such, NEP concluded that the presentation of pro forma income taxes on the face of its historical financial statements was optional. Further, as discussed in the response to Question 3 below, management believes that NEP’s investors primarily focus on cash available for distribution (CAFD) and the growth of CAFD, and that presenting pro forma income taxes in its historical financial statements is not useful information to investors and therefore did not present such information.

Note 2. Summary of Significant Accounting 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 restated 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 decreased 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 better 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.

Company Response:

In early November 2014, during the preparation of NEP’s Form 10-Q for the quarterly period ended September 30, 2014 (third quarter 2014 Form 10-Q), NEP became aware of misstatements in its accounting for income taxes, specifically as it related to income tax valuation allowances.

In evaluating the error, NEP referred to the Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 99, including SAB Topic 1.M, which provides guidance on the assessment of materiality and states that “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item." NEP also referred to SAB 108 for guidance on considering the effects of prior year misstatements when quantifying misstatements in current year financial statements and the assessment of materiality. SAB 108 also references the Financial Accounting Standards Board (FASB) Concepts Statement No. 2, Qualitative Characteristics of Accounting Information, which indicates that materiality determinations are based on whether “it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

NEP also considered comments made by Mr. Wayne Carnall, then Chief Accountant of the SEC's Division of Corporation Finance, at the 2008 AICPA National Conference on Current SEC and PCAOB Developments when asked for an example of when it might be reasonable to conclude that a quantitatively large error might not be material. Mr. Carnall emphasized that two companies with errors that have exactly the same effect on net income could reach different conclusions - in “one situation it could be material and the other situation it could be immaterial.” He gave an example of a registrant that had an out-of-period error related to a change in tax rate and noted that the disclosures were very transparent, disclosing the nature of the error and quantifying the amount of the error. The SEC staff did not object to the registrant’s and the auditor’s conclusion that the error was not material. He then indicated, however, that if the error had been of the same magnitude and had the same effect on net income, but had related to revenues and the sustainability of revenues, the SEC might have come to a different conclusion. He stated that there is “no silver bullet but that it is a matter of looking at all the facts behind the issue.”

In accordance with the guidance and consistent with Mr. Carnall's remarks, NEP’s analysis of the materiality of the error was performed by reviewing both quantitative and qualitative factors.

Quantitative Analysis

Below is a summary of the quantitative income tax misstatements in NEP’s statements of income, balance sheets and statements of comprehensive income (loss) by quarter. NEP has corrected and disclosed the immaterial misstatements applicable to each reporting period in its respective periodic reports filed since the misstatements were identified during the preparation of NEP’s third quarter 2014 Form 10-Q.

 2

The misstatements of the error on the March 31, 2013 financial statements are as follows (millions):

Balance Sheet

 As Reported

 Revised

 Error $

 Error %

Not presented

Statement of Income

Income Taxes Expense (Benefit)

 $5

 $4

 $1

 25%

Net Income

 —

 —

 —

 —

Statement of Comprehensive Income (Loss)

Other Comprehensive Loss, net of tax

 ($5)

 ($4)

 $1

 25%

The misstatements of the error on the June 30, 2013 financial statements are as follows (millions):

Balance Sheet

 As Reported

 Revised

 Error $

 Error %

Not presented

Statement of Income - Qtr

Income Taxes Expense (Benefit)

 $6

 $5

 $1

 20%

Net Income

 $8

 $9

 $1

 11%

Statement of Income - YTD

Income Taxes Expense (Benefit)

 $11

 $9

 $2

 22%

Net Income

 $7

 $10

 $3

 30%

Statement of Comprehensive Income (Loss)

Other Comprehensive Income - Qtr

 ($6)

 ($5)

 $1

 20%

Other Comprehensive Loss - YTD

 ($11)

 ($10)

 $1

 10%

The misstatements of the error on the December 31, 2013 financial statements are as follows (millions):

Balance Sheet

 As Reported

 Revised

 Error $

 Error %

Other noncurrent liabilities

 $27

 $22

 $5

 23%

Members’ equity

 $707

 $713

 $6

 1%

Statement of Income - YTD

Income Taxes Expense (Benefit)

 $18

 $14

 $4

 29%

Net Income

 $11

 $15

 $4

 27%

Statement of Comprehensive Income (Loss)

Other Comprehensive Loss

 ($14)

 ($13)

 $1

 8%

The misstatements of the errors on the March 31, 2014 financial statements are as follows (millions):

Balance Sheet

 As Reported

 Revised

 Error $

 Error %

Other noncurrent liabilities

 $37

 $31

 $6

 19%

Members’ equity

 $762

 $766

 $4

 1%

Statement of Income

None

Statement of Comprehensive Income (Loss)

Other Comprehensive Loss

 ($9)

 ($11)

 ($2)

 (18)%

The misstatements of the errors on the June 30, 2014 financial statements are as follows (millions):

Balance Sheet

 As Reported

 Revised

 Error $

 Error %

Other noncurrent liabilities

 $41

 $37

 $4

 11%

Members’ equity

 $478

 $480

 $2

 —

Statement of Income - Qtr and YTD

None

Statement of Comprehensive Income (Loss)

Other Comprehensive Loss - Qtr

 ($1)

 ($3)

 ($2)

 (67)%

Other Comprehensive Loss - YTD

 ($10)

 ($14)

 ($4)

 (29)%

 3

Qualitative Analysis

In its qualitative analysis, NEP referred to SAB 99, which states that quantifying the magnitude of a misstatement “is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations.” In addition, SAB 108 defines materiality as “The magnitude of an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would have been changed or influenced by the omission or misstatement.” Ultimately, NEP considered whether this error, had it been corrected, and taken in the context of all the information available to investors, would have caused a reasonable investor to have made a different decision, either to participate or not in NEP’s IPO or subsequently, to have bought or sold NEP's common units.

NEP and other yieldcos are structured to group together a portfolio of assets with stable and predictable cash flows that pay out a high percentage of the resulting portfolio cash flow to investors. Growth of the business is measured by investors in terms of growth in CAFD or distributable cash flow, which are similar measures used by yieldcos. Accordingly, NEP and other yieldcos emphasize the disclosure of information that may be helpful to investors in evaluating current and future cash flows. In this context, management believes that income is of lesser importance to investors and less relevant, since investors are primarily focused on CAFD and timing differences between income and cash can be significant. Management believes that whether income increases or decreases in a particular period is relevant only to the extent that cash flow also increases or decreases in that period or a future period, and this is expressed much more directly by measures such as CAFD, and less directly, by adjusted earnings before interest, taxes and depreciation and amortization (adjusted EBITDA). To support management's view that NEP and other yieldco investors’ focus is on cash flow, and therefore would consider this error immaterial, NEP considered the following analyst reports:

•

 Goldman Sachs’ YieldCo 101 report dated May 14, 2014 states the following five factors make a successful yieldco: “strong dividend growth, a low risk, contracted asset profile, an independent board, limited construction risk and a broad appeal to investors seeking income.” The report further states that they believe yieldco entities “should trade on a dividend yield basis, reflecting the distributable cash flow power of the company.” The report does not mention net income or earnings per unit.

•

 As stated in Macquarie Equity Research’s Yieldco’s: It’s All About Cash Flow report dated January 21, 2014, a yieldco’s success is measured by whether it can meet investor expectations for “high, fast growing and tax free cash distributions.” Macquarie’s report also states that the attributes that come up in all of their investor discussions are (a) diversified portfolio with 10+ year purchase power agreements, (b) strong cash flows allowing for high tax-free distributions, and (c) a visible project pipeline supporting 10%+ CAGR in distributions for at least 3-5 years. Macquarie also notes that growth in distributions seems to matter far more to investors than yield. The report does not mention net income or earnings per unit.

•

 Wells Fargo Securities’ July 30, 2014 report initiating coverage on NEP lists “strong distributable cash flow growth prospects, substantial project pipeline and highly contracted renewables portfolio” as reasons why they are attracted to NEP as an investment. The report does not mention net income or earnings per unit.

•

 UBS’ Initiation of Coverage of NEP dated July 22, 2014, supports that yieldcos such as NEP are valued based on cash flow by stating that they value NEP “by applying a 5% yield on 2018 Distribution per Unit (DPU) and discounting it to 2016.” The report does not mention net income or earnings per unit.

As discussed in NEP's 2014 Form 10-K and Form S-1, NEP's primary business objective is to invest in contracted clean energy projects that allow it to increase its cash distributions to the holders of its common units over time. Yieldcos such as NEP are valued based on multiples of EBITDA or CAFD. As such, NEP uses adjusted EBITDA and CAFD internally for financial planning, for analysis of its performance, as well as to communicate its financial results and outlook externally to investors. Neither adjusted EBITDA or CAFD were affected by this error. Consistent with this valuation methodology, management did not see any abnormal change in NEP's common unit price following the filing of NEP’s third quarter 2014 Form 10-Q (when the restatement was first disclosed), and NEP's Investor Relations department did not receive any analyst or investor inquiries regarding the restatement.

Also, since NEP’s

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.

CORRESP
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CORRESP

 NextEra Energy Partners, LP

700 Universe Boulevard

 Juno Beach,
FL 33408

 June 25, 2014

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F St., NE

Washington, DC 20549

Re:

 NextEra Energy Partners, LP

Registration Statement on Form S-1

 Registration File
No. 333-196099

 Dear Sir/Madam:

NextEra Energy Partners, LP, a Delaware partnership (the “Partnership”), hereby withdraws its request, dated June 23, 2014,
that the effective date of the Partnership’s registration statement on Form S-1 (File No. 333-196099) be accelerated by the United States Securities and Exchange Commission (the “Commission”). Concurrently with the submission of
this withdrawal letter, the Partnership has submitted a new request to the Commission that the effectiveness of the Registration Statement be accelerated to 4:00 pm, Eastern Time, on June 26, 2014, or as soon thereafter as practicable.

Please contact Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, the Partnership’s special counsel, at
(212) 735-3416 with any questions.

Sincerely,

NEXTERA ENERGY PARTNERS, LP

By: NextEra Energy Partners GP, Inc., its general partner

By:

/s/ Charles E. Sieving

Name: Charles E. Sieving

Title: General Counsel

CORRESP
1
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CORRESP

 June 25, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Attention:
Mara L. Ransom

Division of Corporate Finance

Re:
NextEra Energy Partners, LP

Registration Statement on Form S-1 (File No. 333-196099)

 Ladies and Gentlemen:

As the representatives of the several underwriters of the NextEra Energy Partners, LP (the “Partnership”) proposed public
offering of up to 18,687,500 common units of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern time, on June 26, 2014,
or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we
wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated June 19, 2014, through the date hereof:

Preliminary Prospectus dated June 19, 2014:

Approximately 220 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The remainder of this page intentionally left blank.]

 Very truly yours,

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Goldman, Sachs & Co.

 Morgan Stanley & Co. LLC

 As Representatives of the several Underwriters

 By: Merrill Lynch, Pierce, Fenner & Smith

   Incorporated

By:

/s/ Jason Satsky

Name:

Jason Satsky

Title:

Managing Director

By: Goldman, Sachs & Co.

By:

/s/ Goldman, Sachs & Co.

Goldman, Sachs & Co.

By: Morgan Stanley & Co. LLC

By:

/s/ Anthony Ianno

Name:

Anthony Ianno

Title:

Managing Director

CORRESP
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CORRESP

 June 25, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Attention:
Mara L. Ransom

 Division of Corporate Finance

Re:
NextEra Energy Partners, LP

 Registration Statement on Form S-1 (File No. 333-196099)

Ladies and Gentlemen:

 As the representatives
of the several underwriters of the NextEra Energy Partners, LP (the “Partnership”) proposed public offering of up to 18,687,500 common units of the Partnership, we hereby join in the Partnership’s withdrawal of its request for
acceleration of the Partnership’s registration statement on Form S-1 (File No. 333-196099). Concurrently with the submission of this withdrawal letter, we have submitted a new request to the Commission that the effectiveness of the Registration
Statement be accelerated to 4:00 pm, Eastern Time, on June 26, 2014, or as soon thereafter as practicable.

[The remainder of this page intentionally left blank.]

 Very truly yours,

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Goldman, Sachs & Co.

 Morgan Stanley & Co. LLC

As Representatives of the several Underwriters

 By: Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

By:

/s/ Jason Satsky

 Name: Jason Satsky

Title: Managing Director

By: Goldman, Sachs & Co.

By:

/s/ Goldman, Sachs & Co.

 Goldman, Sachs & Co.

By: Morgan Stanley & Co. LLC

By:

/s/ Anthony Ianno

 Name: Anthony Ianno

Title: Managing Director

CORRESP
1
filename1.htm

CORRESP

 NextEra Energy Partners, LP

700 Universe Boulevard

 Juno Beach,
FL 33408

 June 25, 2014

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F St., NE

Washington, DC 20549

Re:

 NextEra Energy Partners, LP

Registration Statement on Form S-1

 Registration File
No. 333-196099

 Dear Sir/Madam:

NextEra Energy Partners, LP, a Delaware partnership (the “Partnership”), hereby requests, pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, that the effective date of the Partnership’s registration statement (the “Registration Statement”) on Form S-1 (File No. 333-196099) be accelerated by the United States Securities and Exchange
Commission (the “Commission”) to 4:00 pm, Eastern Time, on June 26, 2014, or as soon thereafter as practicable.

 We request that we be
notified of such effectiveness by a telephone call to Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, the Partnership’s special counsel, at (212) 735-3416 and that such effectiveness also be confirmed in writing.

 We hereby acknowledge that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

NEXTERA ENERGY PARTNERS, LP

By: NextEra Energy Partners GP, Inc., its general partner

By:

/s/ Charles E. Sieving

Name: Charles E. Sieving

Title: General Counsel

 [Signature Page to
Acceleration Request Letter]

CORRESP
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UNDERWRITERS  ACCELERATION  REQUEST

 June 23, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Attention:
  Mara L. Ransom

          Division of Corporate Finance

Re:
NextEra Energy Partners, LP

 Registration Statement on Form S-1 (File No. 333-196099)

Ladies and Gentlemen:

 As the representatives
of the several underwriters of the NextEra Energy Partners, LP (the “Partnership”) proposed public offering of up to 18,687,500 common units of the Partnership, we hereby join the Partnership’s request for acceleration of the
above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern time, on June 25, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the
following distribution of the Partnership’s Preliminary Prospectus dated June 19, 2014, through the date hereof:

 Preliminary
Prospectus dated June 19, 2014:

 Approximately 220 copies to prospective underwriters, institutional investors, dealers and others.

 The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply
with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The remainder of this page intentionally left blank.]

 Very truly yours,

Merrill Lynch, Pierce, Fenner & Smith

     Incorporated

Goldman, Sachs & Co.

 Morgan Stanley & Co. LLC

As Representatives of the several Underwriters

By:

 Merrill Lynch, Pierce, Fenner & Smith

     Incorporated

By:

 /s/ Laurie Coben

Name:

Laurie Coben

Title:

Managing Director

By:

Goldman, Sachs & Co.

By:

 /s/ Goldman, Sachs & Co.

Goldman, Sachs & Co.

By:

Morgan Stanley & Co. LLC

By:

 /s/ Anthony Ianno

Name:

Anthony Ianno

Title:

Managing Director

CORRESP
1
filename1.htm

ACCELERATION REQUEST

 NextEra Energy Partners, LP

700 Universe Boulevard

 Juno Beach,
FL 33408

 June 23, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F St., NE

Washington, DC 20549

Re:
NextEra Energy Partners, LP

Registration Statement on Form S-1

Registration File No. 333-196099

 Dear Sir/Madam:

NextEra Energy Partners, LP, a Delaware partnership (the “Partnership”), hereby requests, pursuant to Rule 461(a) under the Securities Act of 1933,
as amended, that the effective date of the Partnership’s registration statement (the “Registration Statement”) on Form S-1 (File No. 333-196099) be accelerated by the United States Securities and Exchange Commission (the
“Commission”) to 4:00 pm, Eastern Time, on June 25, 2014, or as soon thereafter as practicable.

 We request that we be notified of such
effectiveness by a telephone call to Andrea L. Nicolas of Skadden, Arps, Slate, Meagher & Flom LLP, the Partnership’s special counsel, at (212) 735-3416 and that such effectiveness also be confirmed in writing.

We hereby acknowledge that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

NEXTERA ENERGY PARTNERS, LP

By: NextEra Energy Partners GP, Inc., its general partner

By:

 /s/ Charles E. Sieving

Name:

Charles E. Sieving

Title:

General Counsel

 [Signature Page to Acceleration Request Letter]

CORRESP
1
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SEC Response Letter

 [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

June 10, 2014

 BY HAND AND EDGAR

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Division of Corporation
Finance

 Attention:   Mara L. Ransom

Assistant Director

RE:
NextEra Energy Partners, LP

 Registration Statement on Form S-1

Filed May 20, 2014

 CIK
No.
0001603145

 Ladies and Gentlemen:

On behalf of NextEra Energy Partners, LP (the “Partnership”), enclosed is a copy of the Partnership’s Amendment Number 1
to its Registration Statement on Form S-1 (the “Registration Statement”), marked to show changes from the prior Registration Statement (the “Prior Registration Statement”) filed with the Securities and Exchange
Commission (the “Commission”) on May 20, 2014. The changes reflected in the Registration Statement include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the
Staff’s letter of June 5, 2014 (the “Comment Letter”). The Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein.

Set forth below are the Partnership’s responses to the Staff’s comments. The headings and paragraph numbers of this letter
correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold text below. Capitalized terms used but not defined herein
have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Registration Statement.

 United States Securities and Exchange Commission

June 10, 2014

  Page
 2

 1. We note your response to comment 11 in our letter dated May 2, 2014. Your disclosure on page 20
states that in any quarter where there is a difference amount, NEE Equity will pay NEE Partners a purchase price adjustment. Your response states that you will reflect the receipt of such funds as an adjustment to the balance of non-controlling
interest. We are trying to understand the legal flow of funds, therefore please tell us each step of the cash distribution process, assuming a purchase price adjustment is necessary, starting with the distribution to all partners and ending with the
ultimate receipt of all funds by NEE Partners. In your response, please tell us if the purchase price adjustment is structured to be paid directly from NEE Equity to NEE Partners or structured to flow back to NEE Operating LP then to NEE Partners.

 The Partnership respectfully advises the Staff that, in the first step of the cash distribution process NEE Operating LP will make a
distribution to all holders of its limited partnership interests, which will be the Partnership and NEE Equity. If a purchase price adjustment is required, then NEE Equity will pay the purchase price adjustment directly to the Partnership. The
purchase price adjustment is not structured to flow back to NEE Operating LP then to the Partnership.

 2. We note your disclosure on page 80 of your
assumption that you do not expect your general partner to establish any reserves during the forecast period. Please tell us what the line item on page 82 entitled “Major maintenance pre-funding” represents. Please also tell us what the
line item entitled “Equity contribution for cash grant shortfall” represents. Lastly please tell us what consideration you gave to including disclosure of these line items within your assumptions and considerations beginning on page 83.

 The Partnership respectfully advises the Staff that “Major maintenance pre-funding” is not considered a reserve as it is
not a holdback of cash at the NEE Operating LP level. “Major maintenance pre-funding” is a pre-funding at Genesis under the Genesis financing agreement, which requires that a major maintenance outage expected to occur in 2020 be funded
over time from Genesis operating cash flow. The $3.8 million represents the amount of funding expected to occur during the twelve months ended June 30, 2015.

“Equity contribution for cash grant shortfall” is not considered a reserve, as it represents an equity contribution from NEECH.
According to the Genesis financing agreement, Genesis is contractually obligated to repay principal indebtedness with proceeds received from the 1603 Cash Grants. To the extent the principal repayment exceeds the actual 1603 grant proceeds, NEECH is
expected to fund the shortfall, with the amount to be determined on a unit by unit basis. The $2.9 million in “Equity contribution for cash grant shortfall” represents the expected shortfall of principal repayment of $154.7 million
relative to the expected 1603 proceeds of $151.8 million related to Genesis Unit 2.

 In response to the Staff’s comment, the
Partnership has revised its disclosure in the section titled “Our Cash Distribution Policy and Restrictions on Distributions—Assumptions and Considerations” to include disclosure relating to “Major maintenance pre-funding”
and “Equity contribution for cash grant shortfall.”

 3. We note your response to comment 23 in our letter dated May 2, 2014. Please tell
us what consideration was given to including pictorial representations to illustrate the IDR fee calculation, such as the example you submitted, as we believe it may be useful in assisting investor understanding.

In response to the Staff’s comment, the Partnership has added pictorial representations to illustrate the IDR fee calculation on page 98
of the Registration Statement.

 2

 United States Securities and Exchange Commission

June 10, 2014

  Page
 3

 4. We note your response to comment 33 in our letter dated May 2, 2014. For our understanding, please
quantify each of the categories of adjustments included in your response. Additionally, we note your description of the related pro forma adjustments (c) and (g) on pages F-7 and F-8 as the removal of U.S. federal and state tax attributes
associated with the noncontrolling interest. Based on your response to comment 33 in our letter dated May 2, 2014, it appears this adjustment also includes other adjustments, such as the recognition of deferred tax assets associated with 1603
Cash Grants and net operating losses. Further, your Predecessor incurred $18.3 million of income tax expense, and pro forma adjustment (g) resulted in an income tax benefit of $3.0 million, exclusive of the recognition of Canadian income taxes
attributable to flow through entities. If material, please tell us what consideration you gave to describing the other adjustments in the description of these pro forma adjustments or providing a detail that comprise the item(s).

The Partnership has provided below, as requested, a table showing the quantification of each of the categories of adjustments included in its
response to comment 33 in the Staff’s letter dated May 2, 2014.

 Description

March 31, 2014

December 31, 2013

(in millions)

1.

Inclusion of U.S. Taxes for Trillium, St. Clair and Varna due to restructuring and tax status changes associated with the Partnership pro forma.

($
1.3
)

($
2.2
)

2.

Removal of Valuation Allowances resulting in recognition of deferred tax assets (“DTAs”) associated with 1603 Cash Grants at Genesis and net operating losses (“NOLs”) at Canyon Wind and Mountain
Prairie.

$
10.5

$
43.0

3.

Changes in state taxes largely driven by removal of Valuation Allowances and removal of taxes related to 75% noncontrolling interest

$
0.9

$
3.8

4.

Removal of Federal taxes related to 75% noncontrolling interest

($
4.3
)

($
24.2
)

5.

Other

$
0.0

$
1.0

 Of the adjustments listed in the table above, item numbers 2, 3 and 4, totaling $7.1 million of the $5.8
million March 31, 2014 adjustment, and $22.6 million of the $21.4 million December 31, 2013 adjustment, respectively, are directly attributable to the removal of federal and state tax attributes associated with the noncontrolling interest,
as stated in footnotes (c) and (g), respectively. The Partnership considers the remaining amounts to be immaterial.

 Further, in
response to the Staff’s comment, the Partnership has provided the above information in its description of the related pro forma adjustments (c) and (g) on pages F-7 and F-8 of the Partnership’s Registration Statement.

 3

 United States Securities and Exchange Commission

June 10, 2014

  Page
 4

 5. We note your response to comment 36 in our letter dated May 2, 2014. It is our understanding that
you are not reflecting income taxes associated with certain flow-through entities in the combined financial statements of your predecessor, and subsequent to the offering you will reflect income taxes in your consolidated financial statements
related to the operations of these entities. If our understanding is incorrect, please clarify it. Otherwise, please present a pro forma adjustment to reflect taxes that would have been attributable to these entities on the face of your interim and
annual historical combined financial statements.

 The Partnership respectfully confirms that the Staff’s understanding is
correct. The Partnership has not reflected the income taxes associated with certain flow-through entities in the combined financial statements of its predecessor and subsequent to the offering it will reflect income taxes in its consolidated
financial statements related to the operations of such entities.

 In response to the Staff’s comment, the Partnership has prepared
updated interim and annual historical combined financial statements to present pro forma adjustments to reflect taxes that would have been attributable to these entities. See pages F-10, F-11, F-22 and F-23 of
the Registration Statement.

 6. We note your response to comment 38 in our letter dated May 2, 2014.

(a)
You state in your response that, to-date your CODM has reviewed financial information in the aggregate when assessing your future financial performance. Please explain to us what you mean by “future
financial performance.”

(b)
Additionally, please tell us whether your CODM utilized information in the aggregate or at a less aggregated level of detail in making decisions regarding how to allocate resources for the periods
presented.

(c)
Please contrast this process with how you expect such allocations to be made for periods subsequent to the completion of the IPO. If you expect the process to remain substantially the same, please advise why
the formation of a separate entity with duties to different stakeholder interests will not affect this process.

(d)
Further, please tell us whether and how your segment reporting conclusions were influenced by the size of the contributed projects relative to NEER as compared to the much smaller asset base of the LP
structure.

(e)
On an unrelated note, help us understand whether the energy source, wind or solar, including differing governmental incentives, may possibly cause resource allocation decisions to be more skewed toward one
versus the other and at what level in the new structure such decisions are expected to be made.

(f)
Finally, please tell us how you disclosed the requirements of ASC 280-10-50-20 and 21.

******************************************************************************

The Partnership respectfully advises the Staff that NextEra is a large diversified power company that primarily operates a regulated utility
and a portfolio of non-rate regulated energy assets consisting largely of clean energy projects. NextEra currently owns and operates approximately 125 clean energy projects and only ten of these projects will be sold to the Partnership initially.
The CEO and Chief Operating Decision Maker (“CODM”) for NextEra, James L. Robo, will also be the CEO and CODM for the Partnership. Mr. Robo has not regularly received or reviewed discrete financial information related to these ten clean
energy projects or the other clean energy projects owned by NextEra in the past and he does not make decisions about resources to be allocated to the projects. Mr. Robo does from time to time receive individual project information but only in cases
where there are significant deviations from budget that potentially impacts the overall financial performance of NextEra. Therefore, these projects, individually and in the aggregate, have not historically been considered an operating segment under
ASC 280-10-50-1, Segment Reporting. In the historical segment reporting of NextEra, these projects were included as part of the non-rate regulated business operating and reportable segment, NextEra Energy Resources, LLC (“NEER”).

 4

 United States Securities and Exchange Commission

June 10, 2014

  Page
 5

 The Partnership investors will be primarily concerned with distributable cash flows that will
be derived from the incoming cash flows the projects receive under their long-term power sales contracts. Therefore, the ten projects that are included in the combined financial statements were selected based on their aggregate cash flow and not on
any other economic, geographic or operational characteristics. The individual characteristics of the ten projects are much less important than the fact investors can invest in a clean energy portfolio of assets that are expected to provide a
reasonably steady, predictable stream of distributable cash flows. Future projects that will be added to the Partnership portfolio will be considered based on the same characteristic – their contribution to the aggregate distributable cash
flows.

(a)
As described above, the ten projects that will initially constitute the Partnership were not aggregated in any form prior to the combined financial statement presentation included in the Registration Statement and the
CODM of NextEra (now, the CODM of the Partnership as well) did not assess financial performance or allocate resources based on the aggregated financial information of the Partnership’s initial investment or the projects, individually or in the
aggregate.

 Regarding our prior reference to “future financial performance,” for the Partnership going forward,
the Partnership’s CODM will use the combined project-level financial information for the ten projects, in total, when assessing the cash distributions which might reasonably be made to the Partnership’s investors and whether or not such a
possible pattern of cash distributions might represent an attractive investment opportunity to at least some investors, both in connection with the initial public offering and as an ongoing business proposition. In addition, the Partnership’s
CODM will use the combined project-level information to determine whether, when and how to acquire additional assets that fit the overall concept of a single, uniform business. Given that the CODM of the Partnership will be using consolidated, total
project information to make decisions about the allocation of resources, we believe that the Partnership will also have one operating and reportable segment.

(b)
See the information provided in the introductory paragraph to this response and the response to (a).

(c)
As described above, historically, there has not been a separate process for resource allocation of the ten clean energy projects that will initially constitute the Partnership. The ten clean energy projects represent a
minor portion of the clean energy projects that NextEra currently owns and operates. Decisions affecting the development of new projects and the operations of existing ones will continue to be made by NEER’s President, subject to the general
direction of NextEra’s CEO. Subsequent to the completion of the IPO, NextEra will continue to employ the individuals who will manage all of the Partnership’s operations pursuant to several services agreements described in the Registration
Statement. Thus, NextEra

June 5, 2014

Via E -mail
James L. Robo
Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408

Re: NextEra Energy Partners, LP
Registration  Statement on Form  S-1
Filed May 20, 2014
  File No. 333 -196099

Dear Mr. Robo :

We have reviewed your registration statement  and 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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

The Offering , page 18

Purchase Price Adjustments, page 20

1. We note your response to comment 11 in our letter dated May 2, 2014.  Your disclosure
on page 20 states that in any quarter where there is a difference amount, NEE Equity will
pay NEE Partners a purchase price adjustment.  Your response states tha t you will reflect
the receipt of such funds as an adjustment to the balance of non -controlling interest.  We
are trying to understand the legal flow of funds, therefore please tell us each step of the
cash distribution process, assuming a purchase price a djustment is necessary, starting
with the distribution to all partners and ending with the ultimate receipt of all funds by
NEE Partners.  In your response, please tell us if the purchase price adjustment is
structured to be paid directly from NEE Equity t o NEE Partners or structured to flow
back to NEE Operating LP then to NEE Partners.

James L. Robo
NextEra Energy Partners, LP
June 5, 2014
Page 2

 Our Cash Distribution Policy and Restrictions on Distributions , page 72

Estimated Cash Available for Distribution, page 82

2. We note your disclosure on page 80 of your assumption that you do not expect your
general partner to establish any reserves during the forecast period.  Please tell us what
the line item on page 82 entitled “Major maintenance pre -funding” represents.  Please
also tell us what the line item entitled  “Equity contribution for cash grant shortfall”
represents.  Lastly please tell us what consideration you gave to including disclosure of
these line items within your assumptions and considerations beginning on page 83.

Provisions of the Partnership Agree ments and Other Arrangements…, page 88

Distributions of Avail able Cash by NEE Operating LP. p age 89

3. We note your response to comment 23 in our letter dated May 2, 2014.  Please tell us
what consideration was given to including pictorial representations t o illustrate the IDR
fee calculation, such as the example you submitted, as we believe it may be useful in
assisting investor understanding.

Unaudited Pro Forma Consolidated Financial Statements , page F -2

Unaudited Pro Forma Consolidated Statement of Operations, page F -5

4. We note your response to comment 33 in our letter dated May 2, 2014.  For our
understanding, please quantify each of the categories of adjustments included in your
response.  Additionally, we note your description of the related pro f orma adjustments (c)
and (g) on pages F -7 and F -8 as the removal of U.S. federal and state tax attributes
associated with the noncontrolling interest.  Based on your response to comment 33 in
our letter dated May 2, 2014, it appears this adjustment also in cludes other adjustments,
such as the recognition of deferred tax assets associated with 1603 Cash Grants and net
operating losses.  Further, your Predecessor incurred $18.3 million of income tax
expense, and pro forma adjustment (g) resulted in an income tax benefit of $3.0 million,
exclusive of the recognition of Canadian income taxes attributable to flow through
entities.  If material, please tell us what consideration you gave to describing the other
adjustments in the description of these pro forma adj ustments or providing a detail that
comprise the item(s).

NextEra Energy Partners, LP (Predecessor) Combined Financial Statements , page F -19

Combined Statements of Operations and Comprehensive Income (Loss), page F -21

5. We note your response to comment 36  in our letter dated May 2, 2014.  It is our
understanding that you are not reflecting income taxes associated with certain flow -

James L. Robo
NextEra Energy Partners, LP
June 5, 2014
Page 3

 through entities in the combined financial statements of your predecessor, and subsequent
to the offering you will reflect inco me taxes in your consolidated financial statements
related to the operations of these entities.  If our understanding is incorrect, please clarify
it.  Otherwise, please present a pro forma adjustment to reflect taxes that would have
been attributable to t hese entities on the face of your interim and annual historical
combined financial statements.

Notes to Combined Financial Statements , page F -25

Note 2 – Summary of Significant Accounting and Reporting Policies , page F -25

6. We note your response to comm ent 38 in our letter dated May 2, 2014.  You state in your
response that, to -date your CODM has reviewed financial information in the aggregate
when assessing your future financial performance.  Please explain to us what you mean
by “future financial perfo rmance.”  Additionally, please tell us whether your CODM
utilized information in the aggregate or at a less aggregated level of detail in making
decisions regarding how to allocate resources for the periods presented. Please contrast
this process with how you expect such allocations to be made for periods subsequent to
the completion of the IPO.  If you expect the process to remain substantially the same,
please advise why the formation of a separate entity with duties to different stakeholder
interests wil l not affect this process.  Further, please tell us whether and how your
segment reporting conclusions were influenced by the size of the contributed projects
relative to NEER as compared to the much smaller asset base of the LP structure.  On an
unrelated  note, help us understand whether the energy source, wind or solar, including
differing governmental incentives, may possibly cause resource allocation decisions to be
more skewed toward one versus the other and at what level in the new structure such
decisions are expected to be made.  Finally, please tell us how you disclosed the
requirements of ASC 280 -10-50-20 and 21.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

James L. Robo
NextEra Energy Partners, LP
June 5, 2014
Page 4

  the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Jim Allegretto,
Senior Assistant Chief Accountant,  at (202) 551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Daniel Porco, Staff Attorney, at
(202) 551 -3477  or Dietrich King, Legal Branch Chief, at (202) 551 -3338 or  me at (202) 551 -
3720  with any other questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

CORRESP
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filename1.htm

SEC Response Letter to Previous DRS Filing

 [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

May 20, 2014

 BY HAND AND EDGAR

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Division of Corporation Finance

Attention:

Mara L. Ransom

Assistant Director

RE:

NextEra Energy Partners, LP

Draft Registration Statement on Form S-1

Confidentially Submitted April 4, 2014

 CIK No. 0001603145

 Ladies and Gentlemen:

On behalf of NextEra Energy Partners, LP (the “Partnership”), enclosed is a copy of the Partnership’s Registration
Statement on Form S-1 (the “Registration Statement”), marked to show changes from the Confidential Draft Registration Statement (the “Draft Registration Statement”) submitted to the Securities and Exchange
Commission (the “Commission”) on April 4, 2014. The changes reflected in the Registration Statement include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the
Staff’s letter of May 2, 2014 (the “Comment Letter”). The Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein.

Set forth below are the Partnership’s responses to the Staff’s comments. The headings and paragraph numbers of this letter
correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold text below. Capitalized terms used but not defined herein
have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Registration Statement.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 2

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker
or dealer that is participating or will participate in your offering.

 In response to the Staff’s comment, the Partnership
respectfully advises the Staff that, to-date, neither the Partnership nor anyone authorized to do so on its behalf has presented any written communication, as defined in Rule 405 under the Securities Act, to potential investors in reliance on
Section 5(d) of the Securities Act in connection with the proposed offering of the Partnership’s securities. Similarly, the Partnership advises the Staff that, to date, the Partnership is not aware of any research reports about the
Partnership that have been published or distributed in reliance on Section 2(a)(3) of the Securities Act added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate
in the Partnership’s offering. The Partnership represents, to the extent that there are any written communications, as defined in Rule 405 under the Securities Act, that the Partnership, or anyone authorized to do so on its behalf, presents to
potential investors in reliance on Section 5(d) of the Securities Act, or any research reports published or distributed, the Partnership will supplementally provide them to the Commission for review.

2. We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A. Please revise
throughout the prospectus to include all information that may not properly be excluded under Rule 430A. Please provide all the information required with respect to the offering price, underwriting discounts and the number of shares. Please allow
sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses. We may have further comments once items that are currently blank are completed.

The Partnership acknowledges the Staff’s comment and, in response, has revised the Registration Statement to include currently available
information that the Partnership is not entitled to omit under Rule 430A under the Securities Act. Further, the Partnership undertakes to provide in future amendments all other information that it is not entitled to omit under Rule 430A. The
Partnership confirms its understanding that the Staff will require sufficient time to review such information prior to declaring the Registration Statement effective.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 3

 3. Please supplementally provide us with copies of any graphical materials or artwork you intend to use in
your prospectus. Upon review of these materials, we may have further comments. Please refer to Question 101.02 of our Compliance and Disclosure Interpretations relating to Securities Act Forms, which are available on our website.

The Partnership has enclosed with the Staff’s courtesy copy of this letter, as supplemental material, copies of those graphical materials
and artwork that the Partnership intends to use in the printed version of the prospectus. The Partnership has included all additional graphical materials and artwork that it intends to use as part of the prospectus.

4. Prior to the effectiveness of this registration statement, please note we will need to receive a copy of the letter or a call from FINRA confirming that
FINRA has completed its review and has no further concerns regarding the underwriting terms and arrangements pertaining to this offering.

Prior to the effectiveness of the Registration Statement, the Partnership undertakes to provide the Staff with a copy of the letter from the
Financial Industry Regulatory Authority, Inc. (“FINRA”) or arrange for a representative of FINRA to call a representative of the Staff to confirm that FINRA has completed its review and has no additional concerns with respect to any
proposed underwriting arrangements.

 5. With respect to all third-party statements in your prospectus - such as market data by Bloomberg New Energy
Finance, the U.S. Energy Information Administration and Fortune - please provide us with the relevant portion of the industry research reports you cite. To expedite our review, please clearly mark each source to highlight the applicable portion of
the section containing the statistic, and cross-reference it to the appropriate location in your prospectus. Also, please tell us whether any of the reports were prepared for you or in connection with the offering.

The Partnership has enclosed with the Staff’s courtesy copy of this letter, as supplemental material, copies of the third-party
statements cited in the Registration Statement, clearly marked to highlight the portion or section of those statements that contains the relevant information and cross-referenced to the appropriate location in the Registration Statement. The
Partnership advises the Staff that no third-party reports referenced in the Registration Statement were prepared for the Partnership or its predecessors or for the contemplated offering.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 4

 6. Please revise your filing to provide the tax disclosure contemplated by Securities Act Industry Guide 5
(Preparation of registration statements relating to interests in real estate limited partnerships) and Securities Act Release No. 33-6900, as well as to provide a tax opinion satisfying the requirements of Item 601(b)(8) of Regulation S-K
and Staff Legal Bulletin No. 19 (Legality and Tax Opinions in Registered Offerings). Alternatively, if you believe such disclosure and opinion are not required, please tell us why.

The Partnership respectfully notes that, as disclosed on the cover page of the prospectus, the Partnership will be treated as a corporation
for U.S. federal income tax purposes. The requirement to provide the referenced tax disclosure applies solely to entities treated as partnerships for U.S. federal income tax purposes. As a result, the Partnership believes that such disclosure is not
required. The Partnership notes that the tax opinion called for by Item 601(b)(8) of Regulation S-K applies only to filings on Form S-11 under the Securities Act or those to which Securities Act Industry Guide 5 apply or where the tax
consequences are material to an investor and a representation as to tax consequences is set forth in the filing. The Partnership respectfully notes that the Registration Statement has not been filed on Form S-11 and that the Partnership will be
treated as a corporation for U.S. federal income tax purposes. As a result, the tax consequences of the offering would not differ from the tax consequences to an investor in other equity offerings by corporations (for which tax opinions are
neither required nor customarily provided). Accordingly, the Partnership respectfully submits that a tax opinion is not required in the context of this offering.

7. Please revise the cover page to provide a list of the most significant risks applicable to your transaction (e.g., a lack of sufficient cash to pay
minimum quarterly distributions, conflicts of interest with your GP and its affiliates, debt, etc.). Please refer to Section II.A.3.a of Securities Act Release No. 33-6900.

In response to the Staff’s comment, the Partnership has revised the cover page to provide a list of the most significant risks applicable
to the transaction.

 8. Please provide support for your statement that you “intend to take advantage of favorable trends in the North American
energy industry, including the ongoing trend of clean energy projects replacing aging or uneconomic projects, demand by utilities for renewable energy to meet state RPS requirements and the improving competitiveness of clean energy relative to other
fuels.” This comment applies to the similar statements appearing on page 95.

 The Partnership has enclosed with the Staff’s
courtesy copy of this letter, as supplemental material, copies of the third-party statements, clearly marked to highlight the portion or section those statements that contains the relevant information and cross-referenced to the appropriate location
in the Registration Statement.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 5

 9. We note your disclosure on page 2 that NextEra has increased its portfolio at an average rate of
14% per year. Please disclose what this growth rate represents. For example, please disclose whether the portfolio has grown in terms of dollars or GW of renewable energy. This comment applies to the similar statement made on page 121.

In response to the Staff’s comment, the Partnership has revised its disclosure on pages 2 and 134 of the Registration Statement to
clarify that the average growth rate of 14% per year refers to the growth rate in capacity, as shown in the graphs immediately following such disclosures.

10. Please revise your disclosure to provide a list of the most significant risks applicable to your transaction.

In response to the Staff’s comment, the Partnership has revised its disclosure on pages 8 through 10 of the Registration Statement to
provide a list of the most significant risks applicable to the transaction.

 11. We note your disclosure regarding the purchase price adjustment on
pages 17 and 70 that on a pro forma basis NEE Equity would have paid purchase price adjustments related to the year ended December 31, 2013 as NEE Operating LP’s unaudited pro forma cash available for distribution for that period would
have been insufficient to pay a cash distribution equal to your minimum quarterly distribution. Please also tell us how you plan to account for any receipts of purchase price adjustments from NEE Equity in your financial statements, the GAAP basis
for such treatment and provide hypothetical journal entries.

 The Partnership respectfully advises the Staff that the primary reason
that the unaudited pro forma cash available for distribution of NextEra Energy Operating Partners, LP (“NEE Operating LP”) for the year ended December 31, 2013, would have been insufficient to pay a cash distribution equal to
its minimum quarterly distribution is because there are several projects that commenced or are expected to commence commercial operations in late 2013 and 2014 (i.e., Genesis, Summerhaven and Bluewater). The Partnership notes that this is consistent
with the disclosure on page 110 of the Registration Statement.

 Further, the Partnership does not anticipate that such purchase price
adjustments will be necessary in the foreseeable future. To the extent that NEE Operating LP’s available cash in any quarter is insufficient to pay the minimum quarterly distribution on its common units, the Partnership expects that NEE
Operating LP will use working capital borrowings under its $250 million revolving credit facility to fund any shortfall.

 If any purchase
price adjustment were to be necessary, the Partnership intends to reflect any such purchase price adjustment received from NEE Equity as an adjustment to the balance of Non-controlling interest. Following the distribution of these proceeds to the
common unit holders of the Partnership, the Members’ Equity accounts and Non-controlling interest accounts would be reflective of what these balances would have been had the purchase price adjustment reduced the proceeds received from the
initial sale of common units.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 6

 The journal entries contemplated are as follow:

 Debit Cash

$
[—
]

 Credit Non-controlling interest

$
[—
]

 Debit Limited partners equity

$
[—
]

 Credit Cash

$
[—
]

 12. We note your disclosure that any unpaid portion of the purchase price adjustment will accrue and be payable from
distributions received by NEE Equity in each subsequent quarter. Please clarify the terms of these accruals, specifically whether the accruals will bear interest, and whether NEE Equity is obligated to pay past accruals prior to paying any quarterly
purchase price adjustment.

 In response to the Staff’s comment, the Partnership has revised the disclosure relating to the terms
of the purchase price adjustment to clarify that, after the minimum quarterly distribution is paid by NEE Operating LP (including any current quarter purchase price adjustments), NEE Equity is obligated to pay all unpaid and accrued purchase price
adjustments concurrently with or following the payment of any other purchase price adjustments up to the amount of distributions received by NEE Equity from NEE Operating LP in such quarter. The Partnership has also revised the disclosure to state
that accrued and unpaid purchase price adjustments will not accrue any interest, regardless of when or if such purchase price adjustment is paid. Please see pages 20, 75 and 93 of the Registration Statement.

13. As you have included amounts attributable to non-controlling interests on a pro forma basis in arriving at “Net income attributable to NEE
Partners” on pages 22 and 93, please tell us why you have not included an amount for the pro forma period within the “Adjusted EBITDA attributable to NextEra Energy Partners, LP” line item. Further, as this appears to be a non-GAAP
measure, please incorporate this amount in your non-GAAP reconciliation on pages 23 and 94 and include related non-GAAP disclosures.

The Partnership respectfully notes that Adjusted EBITDA attributable to the Partnership was not calculated in the Draft Registration
Statement, as the non-control

May 2, 2014

Via E -mail
James L. Robo
Chief Executive Officer
NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408

Re: NextEra Energy Partners, LP
Draft Registration Statement on Form S -1
Submitted April 4, 2014
  CIK No. 0001603145

Dear Mr. Robo :

We have reviewed your draft registration statement  and 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 this let ter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an  amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

2. We note a number of blank spaces throughout your registration statement f or information
that you are not entitled to omit under Rule 430A. Please revise throughout the
prospectus to include all information that may not properly be excluded under Rule

James L. Robo
NextEra Energy Partners, LP
May 2, 2014
Page 2

 430A. Please provide all the information required with respect to the offering  price,
underwriting discounts and the number of shares. Please allow sufficient time to review
your complete disclosure prior to any distribution of preliminary prospectuses. We may
have further comments once items that are currently blank are completed.

3. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus. Upon review of these materials, we may have further
comments. Please refer to Question 101.02 of our Compliance and Disclosure
Interpr etations relating to Securities Act Forms, which are available on our website.

4. Prior to the effectiveness of this registration statement, please note we will need to
receive a copy of the letter or a call from FINRA confirming that FINRA has completed
its review and has no further concerns regarding the underwriting terms and arrangements
pertaining to this offering.

5. With respect to all third -party statements in your prospectus - such as market data by
Bloomberg New Energy Finance, the U.S. Energy Informa tion Administration and
Fortune - please provide us with the relevant portion of the industry research reports you
cite. To expedite our review, please clearly mark each source to highlight the applicable
portion of the section containing the statistic, an d cross -reference it to the appropriate
location in your prospectus. Also, please tell us whether any of the reports were prepared
for you or in connection with the offering.

6. Please revise your filing to provide the tax disclosure contemplated by Securiti es Act
Industry Guide 5 ( Preparation of registration s tatements relating to interests in real estate
limited partnerships ) and Securities Act Release No. 33 -6900, as well as to provide a tax
opinion satisfying the requirements of Item 601(b)(8) of Regulati on S-K and Staff Legal
Bulletin No. 19 ( Legality and Tax Opinions in Registered Offerings ).  Alternatively, if
you believe such disclosure and opinion are not required, please tell us why.

Prospectus Cover Page

7. Please revise the cover page to provide a l ist of the most significant risks applicable to
your transaction (e.g., a lack of sufficient cash to pay minimum quarterly distributions,
conflicts of interest with your GP and its affiliates, debt, etc.).  Please refer to Section
II.A.3.a of Securities Ac t Release No. 33 -6900.

Prospectus Summary, page 1

8. Please provide support for your statement that you “intend to take advantage of favorable
trends in the North American energy industry, including the ongoing trend of clean
energy projects replacing aging  or uneconomic projects, demand by utilities for
renewable energy to meet state RPS requirements and the improving competitiveness of

James L. Robo
NextEra Energy Partners, LP
May 2, 2014
Page 3

 clean energy relative to other fuels.”  This comment applies to the similar statements
appearing on page 95.

9. We note you r disclosure on page 2 that NextEra has increased its portfolio at an average
rate of 14% per year.  Please disclose what this growth rate represents.  For example,
please disclose whether the portfolio has grown in terms of dollars or GW of renewable
energy. This comment applies to the similar statement made on page 121.

Risk Factors, page 8

10. Please revise your disclosure to provide a list of the most significant risks applicable to
your transaction.

The Offering, page 15

11. We note your disclosure regarding the purchase price adjustment on pages 17 and 70 that
on a pro forma basis NEE Equity would have paid purchase price adjustments related to
the year ended December 31, 2013 as NEE Operating LP’s unaudited pro forma cash
available for distribution for that period would have been insufficient to pay a cash
distribution equal to your minimum quarterly distribution.  Please also tell us how you
plan to account for any receipts of purchase price adjustments from NEE Equity in yo ur
financial statements, the GAAP basis for such treatment and provide hypothetical journal
entries.

Purchase price adjustment, page 17

12. We note your disclosure that any unpaid portion of the purchase price adjustment will
accrue and be payable from dis tributions received by NEE Equity in each subsequent
quarter.  Please clarify the terms of these accruals, specifically whether the accruals will
bear interest, and whether NEE Equity is obligated to pay past accruals prior to paying
any quarterly purchase  price adjustment.

Summary Historical and Pro Forma Financial Data, page 21

13. As you have included amounts attributable to non -controlling interests on a pro forma
basis in arriving at “Net income attributable to NEE Partners” on pages 22 and 93, please
tell us why you have not included an amount for the pro forma period within the
“Adjusted EBITDA attributable to NextEra Energy Partners, LP” line item.  Further, as
this appears to be a non -GAAP measure, please incorporate this amount in your non -
GAAP recon ciliation on pages 23 and 94 and include related non -GAAP disclosures.

14. Please confirm our assumption that you will include the December 31, 2013 pro forma
balance sheet data of NEE Partners within the Balance Sheet Data (at period end) section
on pages 22  and 93 once it is finalized.

James L. Robo
NextEra Energy Partners, LP
May 2, 2014
Page 4

15. We note no placeholder for pro forma earnings per unit information either here or within
selected financial data on page 93.  Please explain the omission or confirm that you will
include pro forma earnings per unit informatio n in these sections once it is available to
you.  Please also provide a footnote explaining why earnings per unit for the historical
periods have been omitted.

Our Cash Distribution Policy and Restrictions on Distributions , page 65

Restrictions and Limit ations on Our Cash Distributions… , page 65

16. You disclose in the last bullet point on page 66 that with respect to the ability of the
Manager or its affiliates to withdraw funds received by your subsidiaries, that to the
extent the Manager and its affiliates choose not to return withdrawn funds to yo u and
NEE Operating LP does not demand their return, the amount of cash available to be used
for acquisitions, growth projects and distributions to unitholders would be reduced.  You
also disclose on page 81 that NEE Operating LP’s partnership agreement re quires it to
distribute available cash, which appears to include “funds withdrawn by the Manager
which remain unreturned.”  Please explain how unreturned funds as described on page 66
would impact cash distributions to unitholders.  Please specially tell u s if withdrawn
funds are included in the definition of available cash. If our understanding is not correct,
please clarify it.   In this regard, you may want to explain for the staff’s benefit, the
purpose of allowing NEER to withdraw funds received by your  subsidiaries.

Minimum Quarterly Distribution of NEE Operating LP, page 69

17. We note your disclosure on page 70 that your pro forma historical and forecasted results
presented in the sections beginning on pages 70 and 72 are that of NEE Operating LP.
As the cash ultimately distributed by NEE Partners may vary from the distribution
received by NEE Partners from NEE Operating LP, please ensure any differences are
highlighted in a reconciliation format within your presentations of distributions for the
pro fo rma historical and forecasted periods on pages 72, and 74, respectively.  In other
words, please reconcile the cash received by NEE Partners from NEE Operating LP to
the distribution to common unitholders of NEE Partners and narrate any significant
implici t assumptions, such as no estimated GP cash holdbacks, or the receipt of purchase
price adjustments as contemplated on page 70.

Estimated Cash Available for Distribution for the Twelve -Month Period …, page 72

18. Please tell us what periods you plan to presen t for both your historical unaudited pro
forma cash available for distribution and future estimated cash available for distribution
disclosures currently provided on pages 70, and 72, respectively, if and when you update
your Predecessor’s financial statem ents.  When the periods presented are  updated, please
also disclose whether there are any events that have occurred or are expected to occur

James L. Robo
NextEra Energy Partners, LP
May 2, 2014
Page 5

 during the period after the end of the historical pro forma period and beginning of the
projected pro forma period that would cause the omitted period to materially change the
results of the projected or historical period if such omitted period was included in the
applicable historical or projected period.

19. We note from your disclosure at the bottom of page 72 that you r forecast of estimated
cash available for distribution is provided to support your belief that you will have
sufficient cash available to allow you to pay cash distributions at the minimum quarterly
distribution rate.  We also note your disclosure on page  65 that you currently expect that
cash reserves would be established solely to provide for the payment of income taxes.
However, since the calculation of Available Cash, which governs the actual cash
distribution that will be made, contemplates that the GP could hold cash back from
distribution for certain reasons, please confirm the implicit assumption that no cash hold
backs are anticipated d uring the 12 month  period ending June 30, 2015.  Please also
disclose this fact to your investors.  If cash hold backs are anticipated, your forecast
should be adjusted for such cash reserves that would reduce the amount available to meet
the minimum quarterly distribution.

Assumptions and Considerations , page 75

Operating Revenues, page 76

20. You disclose on page 77  your forecast assumes revenues of $322 million and 2.7 million
MWh of energy produced for the twelve -month period ending June 30, 2015, as
compared to revenues of $141.8 million and 1.7 million MWh of energy produced for the
pro forma year ended December 31, 2013.  Based on these assumptions, it appears the
rate per MWh you are earning on energy produced for the forecasted period is
significantly higher than the historical period.  Please help us understand the non -lineal
increase in revenues relative to M Wh production in the forecasted period with a view
toward expanding your discussion of revenue, or otherwise explaining what the caused
the non -lineal relationship.

Capital Expenditures, page 78

21. We have read your assumptions regarding capital expenditu res for expansion versus
maintenance on page 78.  Please discuss how you estimated maintenance capital
expenditures of $3.5 million or the updated amount if a new estimate of future cash
available for distribution is included in your next amendment.  Pleas e be detailed in your
description of how you develop this estimate including the specific type(s) of
maintenance capital expenditures encompassed in your estimate considering the relative
age of such assets.  Additionally, please expand upon and provide a bridge between the
narrative description of the expansion capital expenditures to the estimated dollar
amount, discussing the specific type of expenditures you expect, including the number of

James L. Robo
NextEra Energy Partners, LP
May 2, 2014
Page 6

 and types of assets, or tell us why you do not believe this info rmation is useful in
understanding your assumptions.

22. Please refer to your disclosures concerning forecasted capital expenditures on page 78.
We note that you have subdivided your total forecasted capital expenditures into either
maintenance capital expen ditures or expansion capital expenditures.  Please tell us
whether you anticipate any capital expenditures during the forecasted period that would
have characteristics of both maintenance and expansion.  If so, please revise your
disclosure to explain usin g relevant examples of how you determine the portion to be
allocated to maintenance and the portion to be allocated to expansion.  We believe this is
useful information for your investors because the methodology for allocating capital
expenditures with asp ects of both maintenance and expansion involves significant
judgment.  Additionally, please quantify the capital expenditures that you expect will
have characteristics of both maintenance and expansion, and quantify the portion of such
expenditures that yo u have allocated to expansion.

Provisions of the Partnership Agreements and Other Arrangements…, page  80

Distributions of Available Cash by NEE Operating LP, page 81

23. You disclose on page 81 that NEE Operating is required to distribute its available cash to
unitholders, and on page 82 that amounts necessary to pay IDR Fee payments
“effectively reduce” available cash.  Additionally, you disclose on page 88 that NEE
Opera ting LP will make distributions of 100% of available cash from operating surplus,
and on page 83 that the IDR Fee is an operating expenditure that reduces operating
surplus.  As the IDR Fee appears to be determined based on the cash distributed, which is
determined by the amount of available cash and operating surplus, the description of this
calculation appears to have components that are circular in nature.  If our understanding
of your characterization is incorrect, please clarify it or make whatever tex tual changes
are necessary.  Additionally, please provide us a hypothetical example of the quarterly
process by which a distribution amount is determined under the terms of the partnership
agreement, both where amounts are earned pursuant to the IDR waterf all as well as no
amounts are earned.  Please be comprehensive in your example.

Incentive Distribution Right Fee, page 88

24. You disclose in the last sentence in the first paragraph under this section as well as in the
first sentence on page 90, that alth ough cash used to pay the IDR