10q10k10q10k.net

What changed in XPLR Infrastructure, LP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of XPLR Infrastructure, LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+484 added−477 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-21)

Top changes in XPLR Infrastructure, LP's 2025 10-K

484 paragraphs added · 477 removed · 374 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

33 edited+13 added−14 removed24 unchanged
Biggest changeRegulation XPLR's projects, including projects under development, and the pipeline assets underlying its pipeline investment are subject to regulation by a number of U.S. federal, state and other organizations, including, but not limited to, the following: • the FERC, which oversees the acquisition and disposition of generation, transmission and other facilities, transmission of electricity and natural gas in interstate commerce and wholesale purchases and sales of electric energy, among other things; 7 Table of Contents • the NERC, which, through its regional entities, establishes and enforces mandatory reliability standards, subject to approval by the FERC, to ensure the reliability of the U.S. electric transmission and generation system and to prevent major system blackouts; • the Environmental Protection Agency (EPA), which has the responsibility to maintain and enforce national standards under a variety of environmental laws, while also working with industries and all levels of government, including U.S. federal and state governments, in a wide variety of voluntary pollution prevention programs and energy conservation efforts; • various agencies in Pennsylvania, which oversee environmental and general welfare laws related to the pipeline assets in which XPLR is invested; and • the Pipeline and Hazardous Materials Safety Administration, which, among other things, oversees the safety of natural gas pipelines.
Biggest changeRegulation XPLR's projects, including projects under development, are subject to regulation by a number of U.S. federal, state and other organizations, including, but not limited to, the following: • the FERC, which oversees the acquisition and disposition of electric generation, transmission and other facilities, transmission of electricity in interstate commerce and wholesale purchases and sales of electric energy, among other things; 7 Table of Contents • the NERC, which, through its regional entities, establishes and enforces mandatory reliability standards, subject to approval by the FERC, to ensure the reliability of the U.S. electric transmission and generation system and to prevent major system blackouts; and • the Environmental Protection Agency (EPA), which has the responsibility to maintain and enforce national standards under a variety of environmental laws, and in some cases delegates authority to state agencies.
XPLR also intends to use cash to exercise buyout rights relating to noncontrolling Class B members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party (see Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests). • Focus ancillary investments on areas where XPLR expects to generate attractive returns.
XPLR also intends to use cash to exercise buyout rights relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party (see Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests). • Focus ancillary investments on areas where XPLR expects to generate attractive returns.
The information and materials available on XPLR's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this Form 10-K. 10 Table of Contents
The information and materials available on XPLR's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this Form 10-K. 9 Table of Contents
XPLR expects that these services will maximize the operational efficiencies of its portfolio. 8 Table of Contents COMPETITION Wholesale power generation is a capital-intensive, commodity-driven business with numerous industry participants. While the majority of XPLR's existing projects are currently contracted, XPLR may compete in the future primarily on the bases of price and terms.
XPLR expects that these services will maximize the operational efficiencies of its portfolio. 8 Table of Contents COMPETITION Wholesale power generation is a capital-intensive, commodity-driven business with numerous industry participants. While the majority of XPLR's existing projects are currently contracted, XPLR may compete in the future primarily on the basis of price and terms.
This or similar initiatives could limit XPLR's and its subsidiaries' ability, and the ability of third parties with which XPLR contracts, to obtain or renew necessary approvals, rights-of-way, permits, leases or loans for wind or other clean energy projects. In addition, XPLR is also subject to environmental laws and regulations described in the Environmental Matters section below.
These or similar initiatives could limit XPLR's and its subsidiaries' ability, and the ability of third parties with which XPLR contracts, to obtain or renew necessary approvals, rights-of-way, permits, leases or loans for wind or other clean energy projects. In addition, XPLR is also subject to environmental laws and regulations described in the Environmental Matters section below.
Business XPLR, through its ownership in XPLR OpCo, has a partial ownership interest in a clean energy infrastructure portfolio in the U.S. with approximately 10 gigawatts of net generating capacity in 31 states as of December 31, 2024 and is one of the largest generators of energy from the wind and sun in the U.S. based on 2024 MWh produced on a net generation basis.
Business XPLR, through its ownership in XPLR OpCo, has a partial ownership interest in a clean energy infrastructure portfolio in the U.S. with approximately 10 gigawatts of net generating capacity in 28 states as of December 31, 2025 and is one of the largest generators of energy from the wind and sun in the U.S. based on 2025 MWh produced on a net generation basis.
XPLR OpCo has indirect equity method investments in projects with a net generating capacity of approximately 862 MW with ownership interests ranging from 33.3% to 50%. Additionally, XPLR OpCo has indirect controlling ownership interests ranging from 49% to 67% in projects with a net generation capacity of approximately 2,087 MW and battery storage capacity of 244 MW.
XPLR OpCo has indirect equity method investments in projects with a net generating capacity of approximately 790 MW with ownership interests ranging from 33.3% to 50%. Additionally, XPLR OpCo has indirect controlling ownership interests ranging from 49% to 67% in projects with a net generating capacity of approximately 2,087 MW and battery storage capacity of 244 MW.
In addition, XPLR's portfolio consists of wind and solar generation facilities, solar-plus-storage projects, a stand-alone battery storage project and an investment in pipeline assets. A diverse portfolio tends to reduce the magnitude of individual project or regional deviations from historical resource conditions, providing a more stable stream of cash flows over the long term than a non-diversified portfolio.
In addition, XPLR's portfolio consists of wind and solar generation facilities, solar-plus-storage projects and a stand-alone battery storage project. A diverse portfolio tends to reduce the magnitude of individual project or regional deviations from historical resource conditions, providing a more stable stream of cash flows over the long term than a non-diversified portfolio.
The clean energy projects in XPLR's portfolio are contracted with a diverse group of customers under long-term PPAs that generally provide for fixed price payments over the contract term. The clean energy projects have a total weighted average remaining contract term of approximately 13 years at December 31, 2024 based on forecasted contributions to earnings.
The clean energy projects in XPLR's portfolio are contracted with a diverse group of customers under long-term PPAs that generally provide for fixed price payments over the contract term. The clean energy projects have a total weighted average remaining contract term of approximately 12 years at December 31, 2025 based on forecasted contributions to earnings.
NEE Equity may tender its XPLR OpCo common units and in exchange receive XPLR common units on a one-for-one basis, or the value of such common units in cash, subject to the terms of an exchange agreement. (c) At December 31, 2024, certain project entities and the pipeline investment are subject to noncontrolling interests.
NEE Equity may tender its XPLR OpCo common units and in exchange receive XPLR common units on a one-for-one basis, or the value of such common units in cash, subject to the terms of an exchange agreement. (c) At December 31, 2025, certain project entities are subject to noncontrolling interests.
See Note 2 – Investments in Unconsolidated Entities and – Noncontrolling Interests. (b) Third-party investors own noncontrolling Class B membership interests in the XPLR subsidiaries that own interests in projects with net generating capacity of approximately 5,560 MW and battery storage capacity of 120 MW.
See Note 2 – Investments in Unconsolidated Entities and – Noncontrolling Interests. (b) Third-party investors own Class B noncontrolling membership interests in the XPLR subsidiaries that own interests in projects with net generating capacity of approximately 4,427 MW and battery storage capacity of 120 MW.
Third-party investors own differential membership interests in projects with net generating capacity of approximately 6,295 MW and battery storage capacity of 274 MW. See Note 2 – Noncontrolling Interests, Note 11 and Note 14 – Class B Noncontrolling Interests. Projects with net generating capacity of approximately 2,208 MW are encumbered by liens against their assets securing various financings.
Third-party investors own differential membership interests in projects with net generating capacity of approximately 5,736 MW and battery storage capacity of 274 MW. See Note 2 – Noncontrolling Interests, Note 11 and Note 14 – Class B Noncontrolling Interests. Projects with net generating capacity of approximately 3,221 MW are encumbered by liens against their assets securing various financings.
XPLR believes anticipated long-term growth in U.S. electricity demand will create opportunities for XPLR to invest in its existing portfolio, including through additional investments in renewable energy repowering projects and co-located battery storage and through renewing or extending existing PPAs.
XPLR's portfolio is diversified across generation technologies including wind, solar and battery storage projects. XPLR believes anticipated long-term growth in U.S. electricity demand will create opportunities for XPLR to invest in its existing portfolio, including through additional investments in renewable energy repowering projects and co-located battery storage and through renewing, extending or recontracting existing PPAs.
See Item 1A for a discussion of risks related to XPLR's counterparties. 6 Table of Contents XPLR, XPLR OpCo and XPLR OpCo GP are parties to the MSA with an indirect wholly owned subsidiary of NEE, under which operational, management and administrative services are provided to XPLR under the direction of the board, including managing XPLR’s day-to-day affairs and providing individuals to act as XPLR’s executive officers, in addition to those services that are provided under O&M agreements and ASAs between NEER subsidiaries and XPLR subsidiaries.
XPLR, XPLR OpCo and XPLR OpCo GP are parties to the MSA with an indirect wholly owned subsidiary of NEE, under which operational, management and administrative services are provided to XPLR under the direction of the board, including managing XPLR’s day-to-day affairs and providing individuals to act as XPLR’s executive officers, in addition to those services that are provided under O&M agreements and ASAs between NEER subsidiaries and XPLR subsidiaries.
See further discussion of the MSA and other payments to NEE in Note 15. 9 Table of Contents WEBSITE ACCESS TO SEC FILINGS XPLR makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K, and any amendments to those reports, available free of charge on XPLR's internet website, www.xplrinfrastructure.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC.
WEBSITE ACCESS TO SEC FILINGS XPLR makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K, and any amendments to those reports, available free of charge on XPLR's internet website, www.xplrinfrastructure.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC.
HUMAN CAPITAL XPLR does not have any employees and relies solely on employees of affiliates of the manager under the MSA, including employees of NEE and NEER, to serve as officers of XPLR.
HUMAN CAPITAL XPLR does not have any employees and relies solely on employees of affiliates of the manager under the MSA, including employees of NEE and NEER, to serve as officers of XPLR. See further discussion of the MSA and other payments to NEE in Note 15.
Clean energy projects – At December 31, 2024, XPLR owned interests in a portfolio of contracted clean energy projects located in 31 states as summarized below: Technology Net MW (a) Contract Expiration Wind 8,054 2025 – 2051 Solar 1,790 2035 – 2051 Battery Storage 274 2037 – 2051 10,118 (b)(c) ____________________ (a) MWs reflect XPLR OpCo's net ownership in the clean energy project capacity based on respective ownership interests.
See Note 2 – Noncontrolling Interests. 4 Table of Contents Clean energy projects – At December 31, 2025, XPLR owned interests in a portfolio of contracted clean energy projects located in 28 states as summarized below: Technology Net MW (a) Contract Expiration Wind 8,069 2026 – 2051 Solar 1,718 2035 – 2051 Battery Storage 274 2037 – 2051 10,061 (b) ____________________ (a) MWs reflect XPLR OpCo's net ownership in the clean energy project capacity based on respective ownership interests.
XPLR OpCo pays NEE a management fee pursuant to the terms of the MSA. See Note 15 – Management Services Agreement. XPLR and XPLR OpCo are parties to a ROFR agreement with NEER granting NEER and its subsidiaries (other than XPLR OpCo and its subsidiaries) a right of first refusal on any proposed sale of any XPLR OpCo ROFR assets.
XPLR and XPLR OpCo are parties to a ROFR agreement with NEER granting NEER and its subsidiaries (other than XPLR OpCo and its subsidiaries) a right of first refusal on any proposed sale of any XPLR OpCo ROFR assets.
XPLR believes its cash flow profile, geographic, technological and resource diversity, operational excellence, contractual relationships with NEE and disciplined approach to capital allocation provide XPLR with a competitive advantage and enable XPLR to execute its business plan. OWNERSHIP STRUCTURE AND PORTFOLIO XPLR is a limited partnership.
XPLR believes its cash flow profile, geographic, technological and resource diversity, operational excellence, contractual relationships with NEE and disciplined approach to capital allocation provide XPLR with a competitive advantage and position XPLR well to take advantage of opportunities in the growing U.S. power sector. OWNERSHIP STRUCTURE AND PORTFOLIO XPLR is a limited partnership.
In addition, the PTC is increased by 10% and the ITC rate is increased by 10 percentage points for facilities that satisfy certain tax credit enhancement requirements. Retrofitted wind and solar generation facilities may qualify for a PTC or an ITC if the cost basis of the new investment is at least 80% of the retrofitted facility’s total fair value.
Retrofitted wind and solar generation facilities may qualify for a PTC or an ITC if the cost basis of the new investment is at least 80% of the retrofitted facility’s total fair value.
During 2023, XPLR OpCo generated approximately 25.8 million MWh and 3.8 million MWh from wind and solar generating facilities, respectively, and discharged 0.2 million MWh from its battery storage projects.
During 2025, XPLR OpCo generated approximately 26.0 million MWh and 4.0 million MWh from wind and solar generation facilities, respectively, and discharged 0.4 million MWh from its battery storage projects. During 2024, XPLR OpCo generated approximately 27.0 million MWh and 4.0 million MWh from wind and solar generation facilities, respectively, and discharged 0.2 million MWh from its battery storage projects.
To achieve this objective, XPLR intends to execute the following business strategy: • Invest cash generated by existing assets to enhance long-term value. Among other uses, XPLR and XPLR OpCo intend to use retained cash to repower renewable energy projects which would extend the life of their existing assets, enhance operations and provide attractive returns.
Among other uses, XPLR and XPLR OpCo intend to use retained cash to repower renewable energy projects, which would extend the life of their existing assets, enhance operations and provide attractive returns, and to invest in co-located battery storage projects.
Each of the clean energy projects sells the majority of its output and related renewable energy attributes pursuant to long-term, fixed price PPAs to various counterparties.
See Note 4. 5 Table of Contents The following map shows XPLR's ownership interests in clean energy projects in operation. Each of the clean energy projects sells the majority of its output and related renewable energy attributes pursuant to long-term, fixed price PPAs to various counterparties.
In 2024, XPLR derived approximately 15% and 15% of its consolidated revenues from its contracts with Pacific Gas and Electric Company and Southern California Edison Company, respectively.
In 2025, XPLR derived approximately 14% and 15% of its consolidated revenues from its contracts with Pacific Gas and Electric Company and Southern California Edison Company, respectively. See Item 1A for a discussion of risks related to XPLR's counterparties.
For taxable years beginning after 2022, clean energy tax credits generated during the year can be transferred to an unrelated purchaser for cash, providing an additional path, along with sales of differential membership interests, for developers to monetize the value of the clean energy tax credits.
Clean energy tax credits can be transferred to an unrelated purchaser for cash, providing an additional path, along with sales of differential membership interests, for developers to monetize the value of the clean energy tax credits. The foregoing incentives have the effect of making the development of renewable energy projects more competitive.
(b) At December 31, 2024, NEE Equity owns approximately 51.4% of XPLR OpCo's common units representing limited partnership interests, 100% of XPLR OpCo's Class B partnership interests and 100% of XPLR OpCo's Class P units.
The following diagram depicts XPLR's simplified ownership structure: (a) At December 31, 2025, NEE owns 2,337,882 XPLR common units. (b) At December 31, 2025, NEE Equity owns approximately 51.2% of XPLR OpCo's common units representing limited partnership interests and 100% of XPLR OpCo's Class P units.
Owners of wind and solar facilities are eligible to claim an income tax credit (the PTC, or an ITC in lieu of the PTC) upon initially achieving commercial operation.
Owners of wind and solar facilities are eligible to claim an income tax credit (the PTC, or an ITC in lieu of the PTC) upon initially achieving commercial operation. The One Big Beautiful Bill Act (OBBBA) modified several pre-existing provisions, including the phase out of these income tax credits, of the Inflation Reduction Act and other laws.
This negotiation with NEER and its subsidiaries could occur over two separate 30-day periods, by the end of which, if NEER and XPLR OpCo have not reached an agreement, XPLR OpCo will have the right to sell such asset to a third party.
This negotiation with NEER and its subsidiaries could occur over two separate 30-day periods, by the end of which, if NEER and XPLR OpCo have not reached an agreement, XPLR OpCo will have the right to sell such asset to a third party. 6 Table of Contents INDUSTRY OVERVIEW Energy Industry U.S. electric power demand is expected to undergo long-term secular growth due in part to data centers, onshoring of manufacturing and electrification of industry, which XPLR expects will increase demand for clean energy.
The PTC is determined based on the amount of electricity produced by the facility during the first ten years of commercial operation. A facility must also meet certain labor requirements to qualify for the 100% PTC or 30% ITC rate or construction must have started on the facility before January 29, 2023.
A facility must also meet certain labor requirements to qualify for the 100% PTC or 30% ITC rate or construction must have started on the facility before January 29, 2023. In addition, the PTC is increased by 10% and the ITC rate is increased by 10 percentage points for facilities that satisfy certain tax credit enhancement requirements.
For example, a federal executive order was issued in January 2025 that calls for a pause in federal land leasing, permitting and approvals for wind development facilities pending completion of a review of the federal rules providing for leasing, permitting and approvals for wind projects.
A number of regulatory actions occurred in 2025, including, among others, a federal executive order that calls for a pause in federal land leasing, permitting and approvals for wind development facilities pending completion of a review of the federal rules providing for leasing, permitting and approvals for wind projects and the FERC approval of proposals by regional transmission operators regarding the process for interconnecting new generation projects to certain regional transmission grids.
XPLR believes that these standards and goals will create incremental demand for renewable energy in the future. The foregoing incentives have the effect of making the development of renewable energy projects more competitive. A loss of, or reduction in, the foregoing incentives could decrease the attractiveness of renewable energy projects to developers.
A loss of, or reduction in, the foregoing incentives could decrease the attractiveness of renewable energy projects to developers.
Through XPLR OpCo, XPLR has a partial ownership interest in a portfolio of contracted clean energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project, as well as contracted natural gas pipeline assets (pipeline investment). 4 Table of Contents The following diagram depicts XPLR's simplified ownership structure: (a) At December 31, 2024, NEE owns 2,377,882 XPLR common units.
At December 31, 2025, XPLR owned a controlling, non-economic general partner interest and an approximately 48.8% limited partner interest in XPLR OpCo. Through XPLR OpCo, XPLR has a partial ownership interest in a portfolio of contracted clean energy assets consisting of wind, solar and solar-plus-storage projects and a stand-alone battery storage project.
In December 2023, XPLR sold its interests in a portfolio of seven natural gas pipelines assets in Texas (Texas pipelines). See Note 4. The following map shows XPLR's ownership interests in clean energy projects in operation, excluding its non-economic ownership interests, and XPLR's pipeline investment.
Discontinued operations – In September 2025, indirect subsidiaries of XPLR completed the sale of their ownership interests in Meade Pipeline Co, LLC (Meade), which owned an investment in natural gas pipeline assets in Pennsylvania (Meade pipeline investment). In December 2023, XPLR sold its interests in a portfolio of seven natural gas pipelines assets in Texas (Texas pipelines).
Removed
XPLR's portfolio is diversified across generation technologies including wind, solar and battery storage projects and an investment in natural gas pipeline assets.
Added
XPLR OpCo pays NEE a management fee pursuant to the terms of the MSA. The MSA continues until January 1, 2068 and thereafter renews for successive five-year periods, subject to certain termination rights of XPLR OpCo and NEE Management pursuant to the terms of the MSA.
Removed
In January 2025, XPLR announced a strategic repositioning, including suspension of the distribution to its common unitholders, intended to allow XPLR to use its retained operating cash flow and balance sheet capacity to make investments that it believes will enhance the long-term value of its portfolio.
Added
The O&M agreements and ASAs have initial terms ranging between 20 to 30 years and will each be automatically extended for an additional five-year period subject to certain termination rights pursuant to the respective agreement. See Note 15 – Management Services Agreement.
Removed
XPLR's capital allocation priorities include investments to improve and expand XPLR's existing portfolio and the pursuit of investment opportunities in areas adjacent to its existing clean energy assets that are expected to benefit from U.S. power sector growth.
Added
Wind and solar generation facilities are eligible for 100% PTC or 30% ITC if such facilities begin construction before July 5, 2026 or are placed in service by December 31, 2027. The PTC is determined based on the amount of electricity produced by the facility during the first ten years of commercial operation.
Removed
At December 31, 2024, XPLR owned a controlling, non-economic general partner interest and an approximately 48.6% limited partner interest in XPLR OpCo.
Added
In addition, the 30% ITC, subject to a phase-down in 2034 and 2035, applies to energy storage projects placed in service after 2022 that begin construction by December 31, 2033 (no eligibility for projects that begin construction after 2035). These projects are subject to the same labor requirements and credit enhancements applicable to wind and solar facilities (discussed above).
Removed
(c) At December 31, 2024, XPLR OpCo owns an approximately 50% non-economic ownership interest in three NEER solar projects with a total generating capacity of 277 MW and battery storage capacity of 230 MW. All equity in earnings of these non-economic ownership interests is allocated to net loss (income) attributable to noncontrolling interests.
Added
XPLR and the wind and solar industries have relied on the settled understanding of the term "begin construction" as informed by longstanding Treasury Department guidance regarding what constitutes the "beginning of construction" for purposes of claiming clean energy tax credits.
Removed
See Note 2 – Investments in Unconsolidated Entities. 5 Table of Contents During 2024, XPLR OpCo generated approximately 27.0 million MWh and 4.0 million MWh from wind and solar generating facilities, respectively, and discharged 0.2 million MWh from its battery storage projects.
Added
On August 15, 2025, the Internal Revenue Service issued new guidance for the purpose of determining whether wind and solar facilities "begin construction" before July 5, 2026 such that they are not subject to the December 31, 2027 placed in service requirement.
Removed
Pipeline investment – At December 31, 2024, through its ownership interest in Meade Pipeline Co, LLC (Meade), XPLR has an indirect equity method investment in the Central Penn Line (CPL), natural gas pipeline assets in Pennsylvania with 191 miles of pipeline with 30 inch and 42 inch diameter pipes which is fully contracted with contract expirations between 2033 and 2041.
Added
The new guidance applies to wind and solar facilities that begin construction on or after September 2, 2025, with prior guidance applying before that.
Removed
XPLR's net ownership interest represents an approximately 39% aggregate ownership interest in the CPL and net capacity of 0.73 billion cubic feet per day. XPLR is evaluating options relating to the expected sale of its ownership interest in Meade in the second half of 2025. See Note 7 – Nonrecurring Fair Value Measurements.
Added
The new guidance is substantially similar to the prior guidance except that it eliminates the 5% spend test safe harbor as a method to begin construction, such that wind and solar facilities must begin construction by starting physical work of a significant nature.
Removed
The pipeline assets in which XPLR is invested primarily operate under long-term firm transportation contracts under which counterparties pay for a fixed amount of capacity that is reserved by the counterparties and also generate revenues based on the volume of natural gas transported on the pipeline.
Added
Physical work of a significant nature includes onsite work other than preliminary activities, and offsite work on non-inventory equipment performed by a third-party manufacturer under a binding written contract.
Removed
INDUSTRY OVERVIEW Energy Industry U.S. electric power demand is expected to undergo long-term secular growth due in part to data centers, onshoring of manufacturing and electrification of industry, which XPLR expects will increase demand for clean energy.
Added
The new guidance also retains the "continuity requirement" from prior guidance, as well as the continuity safe harbor that deems the continuity requirement as satisfied if the related facility is placed in service no more than four years after the year it began construction.
Removed
Wind and solar generation facilities are eligible for 100% PTC or 30% ITC if such facilities start construction before the later of 2034 or the end of the calendar year following the year in which greenhouse gas emissions from U.S. electric generation are reduced by 75% from 2022 levels.
Added
There will be no clean energy tax credits for wind or solar facilities placed in service after 2030. All projects discussed above that begin construction after December 31, 2025 must satisfy the prohibited foreign entity material assistance requirements under the OBBBA in order to be eligible for tax credits.
Removed
In addition, the 30% ITC applies to energy storage projects placed in service after 2022 (previously, such projects qualified only if they were connected to and charged by a renewable generation facility that claimed the ITC). Energy storage projects are eligible for a 10 percentage point increase in the ITC rate if the facilities satisfy certain tax credit enhancement requirements.
Added
The EPA also works with industries and all levels of government, including U.S. federal and state governments, in a wide variety of voluntary pollution prevention programs and energy conservation efforts.
Removed
RPS, currently in place in certain states, require electricity providers in the state to meet a certain percentage of their retail sales with energy from renewable sources. Additionally, other states in the U.S. have set renewable energy goals to reduce greenhouse gas emissions from historic levels.
Added
To achieve this objective, XPLR intends to execute the following business strategy: • Invest cash generated by existing assets to enhance long-term value.
Removed
XPLR's pipeline investment faces competition with respect to retaining and obtaining firm transportation contracts and competes with other pipeline companies based on location, capacity, price and reliability.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+13 added−11 removed269 unchanged
Biggest changeInvestor demand for securities of XPLR or securities convertible into, or settleable with, XPLR common units may be impacted by, among other factors, the amount of securities outstanding that are convertible into, or settleable with, XPLR common units, the possibility of further sales of such securities, the amount and timing of any issuance of XPLR common units or the payment of cash in lieu of XPLR common units upon conversion or settlement, and any subsequent sales of such units by investors. 18 Table of Contents Disruptions, uncertainty or volatility in those capital and credit markets, related to, among other factors, inflation, rising interest rates, political, regulatory or geopolitical events and declining investor sentiment in XPLR and the renewable energy industry, has increased and could continue to adversely impact XPLR's cost of capital and affect its ability to fund its liquidity and capital needs including, without limitation, its ability to pay or refinance debt and buy out securities, such as noncontrolling Class B memberships interests in certain XPLR subsidiaries.
Biggest changeDisruptions, uncertainty or volatility in those capital and credit markets, related to, among other factors, inflation, rising interest rates, political, regulatory or geopolitical events and declining investor sentiment in XPLR and the renewable energy industry, has increased and could continue to adversely impact XPLR's cost of capital and affect its ability to fund its liquidity and capital needs including, without limitation, its ability to pay or refinance debt and buy out securities, such as noncontrolling Class B memberships interests in certain XPLR subsidiaries.
To the extent geopolitical factors, terrorist acts, cyberattacks or other similar events equate to a force majeure event under the XPLR's PPAs, the renewable energy counterparty may terminate such PPAs if such a force majeure event continues for a specified period.
To the extent geopolitical factors, terrorist acts, cyberattacks or other similar events equate to a force majeure event under XPLR's PPAs, the renewable energy counterparty may terminate such PPAs if such a force majeure event continues for a specified period.
XPLR is unable to predict future legislative, regulatory or executive action or inaction, including through changed government interpretations or applications, although any such changes may increase costs, the challenges associated with developing and operating clean and other energy infrastructure projects, and competitive pressures on XPLR, which could have a material adverse effect on the XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
XPLR is unable to predict future legislative, regulatory or executive action or inaction, including through changed government interpretations or applications, although any such changes may increase costs, the challenges associated with developing and operating clean and other energy infrastructure projects, and competitive pressures on XPLR, which could have a material adverse effect on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
These incentives make the development of clean energy projects more competitive by providing transferable renewable energy tax credits, grants and accelerated depreciation for a portion of the development costs, decreasing the costs and risks associated with developing such projects or creating demand for renewable energy assets through RPS programs.
These incentives make the development of clean energy projects more competitive by providing transferable clean energy tax credits, grants and accelerated depreciation for a portion of the development costs, decreasing the costs and risks associated with developing such projects or creating demand for renewable energy assets through RPS programs.
XPLR may only terminate the MSA under certain limited circumstances. The MSA provides that XPLR and certain affiliates may terminate the agreement only upon 90 days' prior written notice to NEE Management under certain limited circumstances.
The MSA provides that XPLR and certain affiliates may terminate the agreement only upon 90 days' prior written notice to NEE Management under certain limited circumstances.
Various factors could contribute to these risks, including: • delays in obtaining, or the inability to obtain, necessary permits, rights-of-way, easements, licenses and other approvals on schedule and within budget; • delays and increased costs related to the interconnection of new projects to the transmission system; • the inability to acquire or maintain land use and access rights; • the failure to receive contracted third-party services; • interruptions to dispatch at the projects; • supply chain disruptions, including as a result of changes in international trade laws, regulations, agreements, treaties, taxes, tariffs, duties or policies of the U.S. or other countries in which XPLR's suppliers are located; • geopolitical factors; • work stoppages; • disputes involving contractors, land owners, governmental entities, environmental groups, Native American and aboriginal groups, lessors, joint venture partners, suppliers and other third parties; • weather interferences; • unforeseen engineering, environmental and geological problems, including, but not limited to, discoveries of contamination, protected plant or animal species or habitat, archaeological or cultural resources or other environment-related factors; • changes to laws, regulations or policies that promote and support clean energy and enhance the economic viability of owning clean energy projects; • negative publicity; • unanticipated cost overruns in excess of budgeted contingencies, including for escalating costs for materials and labor and regulatory compliance; and • failure of contracting parties, including suppliers, to perform under contracts.
Various factors could contribute to these risks, including: • delays in obtaining, or the inability to obtain, necessary permits, rights-of-way, easements, licenses and other approvals on schedule and within budget; • delays and increased costs related to the interconnection of new projects to the transmission system; • the inability to acquire or maintain land use and access rights; • the failure to receive contracted third-party services; • interruptions to dispatch at the projects; • supply chain disruptions, including as a result of changes in international trade laws, regulations, agreements, treaties, taxes, tariffs, duties or policies of the U.S. or other countries in which XPLR's suppliers are located; • geopolitical factors; • work stoppages; • disputes involving contractors, land owners, governmental entities, environmental groups, Native American and aboriginal groups, lessors, joint venture partners, suppliers and other third parties; • weather interference; • unforeseen engineering, environmental and geological problems, including, but not limited to, discoveries of contamination, protected plant or animal species or habitat, archaeological or cultural resources or other environment-related factors; • changes to laws, regulations or policies that promote and support clean energy and enhance the economic viability of owning clean energy projects; • negative publicity; • unanticipated cost overruns in excess of budgeted contingencies, including for escalating costs for materials and labor and regulatory compliance; and • failure of contracting parties, including suppliers, to perform under contracts.
Should XPLR be unsuccessful in obtaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, should there be a delay in obtaining or renewing necessary licenses or permits or should regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances on XPLR, then XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected.
Should XPLR be unsuccessful in obtaining or maintaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, should there be a delay in obtaining or renewing necessary licenses or permits or should regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances on XPLR, then XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected.
For example, XPLR’s partnership agreement provides that: • whenever XPLR GP or the board, or any director or any committee of the board (including, but not limited to, the conflicts committee), makes a determination or takes, or declines to take, any other action in its respective capacity, they are required to act in good faith; • XPLR GP will not have any liability to XPLR or its unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith; • XPLR GP and its officers and directors and the officers and directors of XPLR will not be liable for monetary damages to XPLR or XPLR's limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining such persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and • XPLR GP and its affiliates and XPLR’s directors will not be in breach of their obligations under XPLR’s partnership agreement (including, but not limited to, any duties to XPLR or its unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is: • approved by the conflicts committee of the board, although the board is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by XPLR GP and its affiliates if the conflict involves XPLR GP or any of its affiliates; • determined by the board to be on terms no less favorable to XPLR than those generally being provided to or available from unrelated third parties; or • determined by the board to be fair and reasonable to XPLR, taking into account the totality of the relationships among the parties involved, including, but not limited to, other transactions that may be particularly favorable or advantageous to XPLR.
For example, XPLR’s partnership agreement provides that: • whenever XPLR GP or the board, or any director or any committee of the board (including, but not limited to, the conflicts committee), makes a determination or takes, or declines to take, any other action in its respective capacity, they are required to act in good faith; • XPLR GP will not have any liability to XPLR or its unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith; • XPLR GP and its officers and directors and the officers and directors of XPLR will not be liable for monetary damages to XPLR or XPLR's limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction 22 Table of Contents determining such persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and • XPLR GP and its affiliates and XPLR’s directors will not be in breach of their obligations under XPLR’s partnership agreement (including, but not limited to, any duties to XPLR or its unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is: • approved by the conflicts committee of the board, although the board is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by XPLR GP and its affiliates if the conflict involves XPLR GP or any of its affiliates; • determined by the board to be on terms no less favorable to XPLR than those generally being provided to or available from unrelated third parties; or • determined by the board to be fair and reasonable to XPLR, taking into account the totality of the relationships among the parties involved, including, but not limited to, other transactions that may be particularly favorable or advantageous to XPLR.
For renewable energy projects, battery storage projects, other facilities or pipelines located near populated areas, including, but not limited to, residential areas, commercial business centers, industrial sites and other public gathering areas, or areas more prone to wildfires, the level of damage resulting from certain of these risks could be greater.
For renewable energy projects, battery storage projects or other facilities located near populated areas, including, but not limited to, residential areas, commercial business centers, industrial sites and other public gathering areas, or areas more prone to wildfires, the level of damage resulting from certain of these risks could be greater.
For example, • failure to comply with the covenants in the agreements governing these obligations could result in an event of default under those agreements, which could be difficult to cure, result in bankruptcy or, with respect to subsidiary debt, result in loss of XPLR OpCo's ownership interest in one or more of its subsidiaries or in some or all of their assets as a result of foreclosure; • XPLR's and its subsidiaries’ debt service obligations require them to dedicate a substantial portion of their cash flow to pay principal and interest on their debt, thereby reducing, in the case of XPLR's subsidiaries, their cash available for distribution to XPLR OpCo and XPLR ; • XPLR's and its subsidiaries’ substantial indebtedness could limit XPLR's ability to fund operations of any projects acquired in the future and XPLR's financial flexibility, which could reduce its ability to plan for and react to unexpected opportunities or challenges; • XPLR's and its subsidiaries’ substantial debt service obligations make XPLR vulnerable to adverse changes in general economic, credit markets, capital markets, industry, competitive conditions and government regulation that could place XPLR at a disadvantage compared to competitors with less debt; • XPLR's and its subsidiaries’ substantial indebtedness could limit XPLR's ability to obtain financing for working capital, including, but not limited to, collateral postings, capital expenditures, debt service requirements and events of default, as well as development opportunities, acquisitions and general partnership or other purposes; and • XPLR's and its subsidiaries' failure to repay or refinance debt at or prior to maturity could limit XPLR's ability to obtain financing for working capital.
For example, 18 Table of Contents • failure to comply with the covenants in the agreements governing these obligations could result in an event of default under those agreements, which could be difficult to cure, result in bankruptcy or, with respect to subsidiary debt, result in loss of XPLR OpCo's ownership interest in one or more of its subsidiaries or in some or all of their assets as a result of foreclosure; • XPLR's and its subsidiaries’ debt service obligations require them to dedicate a substantial portion of their cash flow to pay principal and interest on their debt, thereby reducing, in the case of XPLR's subsidiaries, their cash available for distribution to XPLR OpCo and XPLR ; • XPLR's and its subsidiaries’ substantial indebtedness could limit XPLR's ability to fund operations of any projects acquired in the future and XPLR's financial flexibility, which could reduce its ability to plan for and react to unexpected opportunities or challenges; • XPLR's and its subsidiaries’ substantial debt service obligations make XPLR vulnerable to adverse changes in general economic, credit markets, capital markets, industry, competitive conditions and government regulation that could place XPLR at a disadvantage compared to competitors with less debt; • XPLR's and its subsidiaries’ substantial indebtedness could limit XPLR's ability to obtain financing for working capital, including, but not limited to, collateral postings, capital expenditures, debt service requirements and events of default, as well as development opportunities, acquisitions and general partnership or other purposes; and • XPLR's and its subsidiaries' failure to repay or refinance debt at or prior to maturity could limit XPLR's ability to obtain financing for working capital.
Furthermore, the industry has experienced and may experience volatile demand for wind turbines, solar panels, pipeline equipment and related components. If demand for this equipment increases, suppliers may give priority to other market participants, including, but not limited to, XPLR's competitors, who may have greater resources than XPLR.
Furthermore, the industry has experienced and may experience volatile demand for wind turbines, solar panels and related components. If demand for this equipment increases, suppliers may give priority to other market participants, including, but not limited to, XPLR's competitors, who may have greater resources than XPLR.
Additional regulatory approvals may be required due to changes in law or for other reasons. XPLR expects the laws and regulation applicable to its business and the energy industry, including laws and regulations generally supportive of clean energy project development, generally to be in a state of transition for the foreseeable future.
Additional regulatory approvals may be required due to changes in law or for other reasons. XPLR expects the laws and regulations applicable to its business and the energy industry, including laws and regulations generally supportive of clean energy project development, generally to be in a state of transition for the foreseeable future.
The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. 14 Table of Contents XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.
The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. 13 Table of Contents XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.
These customers could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of their financial condition when they have not yet paid for services delivered, any of which could result in underpayment or nonpayment under such agreements. • A default or failure by XPLR to satisfy minimum energy requirements or mechanical availability levels under XPLR's agreements could result in damage payments to the applicable customer or termination of the applicable agreement. 15 Table of Contents If XPLR's customers are unwilling or unable to fulfill their contractual obligations to XPLR, or if they otherwise terminate such contracts, XPLR may not be able to recover contractual payments due to XPLR.
These customers could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of their financial condition when they have not yet paid for services delivered, any of which could result in underpayment or nonpayment under such agreements. • A default or failure by XPLR to satisfy minimum energy requirements or mechanical availability levels under XPLR's agreements could result in damage payments to the applicable customer or termination of the applicable agreement. 14 Table of Contents If XPLR's customers are unwilling or unable to fulfill their contractual obligations to XPLR, or if they otherwise terminate such contracts, XPLR may not be able to recover contractual payments due to XPLR.
If XPLR's projects or pipeline investment do not comply with such laws, regulations, environmental licenses, permits, inspections or other requirements, XPLR may be required to incur significant expenditures, pay penalties or fines, or curtail or cease operations of the affected projects or the pipeline investment, prevent or delay the development of power generation, storage and transmission or other development projects, limit the availability and use of some fuels required for the production of electricity and may also be subject to criminal sanctions or injunctions, such as restrictions on how it operates its facilities.
If XPLR's projects do not comply with such laws, regulations, environmental licenses, permits, inspections or other requirements, XPLR may be required to incur significant expenditures, pay penalties or fines, or curtail or cease operations of the affected projects, prevent or delay the development of power generation, storage and transmission or other development projects, limit the availability and use of some fuels required for the production of electricity and may also be subject to criminal sanctions or injunctions, such as restrictions on how it operates its facilities.
Geopolitical factors, terrorist acts, cyberattacks or other similar events affecting XPLR’s or NEE's systems and facilities, or those of third parties on which XPLR relies, could harm XPLR’s business by, for example, limiting their ability to generate, purchase, store or transmit power, natural gas or other energy-related commodities, limiting their ability to bill customers and collect and process payments, and delaying their development and construction of new generation, distribution, storage or transmission facilities or capital improvements to existing facilities.
Geopolitical factors, terrorist acts, cyberattacks or other similar events affecting XPLR’s or NEE's systems and facilities, or those of third parties on which XPLR relies, could harm XPLR’s business by, for example, limiting their ability to generate, purchase, store or transmit power or other energy-related commodities, limiting their ability to bill customers and collect and process payments, and delaying their development and construction of new generation, distribution, storage or transmission facilities or capital improvements to existing facilities.
If it is not economical to make those expenditures, or if XPLR's projects or pipeline investment violate any of these current or future laws and regulations, it may be necessary to retire the affected project or pipeline or restrict or modify its operations, including restrictions on how XPLR develops, sites and operates projects, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
If it is not economical to make those expenditures, or if XPLR's projects violate any of these current or future laws and regulations, it may be necessary to retire the affected project or restrict or modify its operations, including restrictions on how XPLR develops, sites and operates projects, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
In addition, although return-of-capital distributions are generally non-taxable to the extent of a unitholder’s basis in its units, such distributions will reduce the unitholder’s adjusted tax basis in its units, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by the unitholder on a future disposition of XPLR's common units, and to the extent any return-of-capital distribution exceeds a unitholder’s basis, such distributions will be treated as gain on the sale or exchange of the units. 26 Table of Contents Item 1B.
In addition, although return-of-capital distributions are generally non-taxable to the extent of a unitholder’s basis in its units, such distributions will reduce the unitholder’s adjusted tax basis in its units, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by the unitholder on a future disposition of XPLR's common units, and to the extent any return-of-capital distribution exceeds a unitholder’s basis, such distributions will be treated as gain on the sale or exchange of the units. 25 Table of Contents Item 1B.
XPLR’s business could be materially adversely affected by a variety of legal activity, such as: 1) the adoption of new or revised laws, such as international trade laws, regulations and interpretations; 2) regulatory initiatives such as those seeking restructuring of the energy industry; 3) new or revised regulations such as those affecting emissions, water consumption, water discharges wetlands, gas and oil infrastructure operations, and environmental and other permitting requirements for energy infrastructure projects; 4) actions taken, or not taken, by government agencies as a result of executive orders, such as failing to issue, delaying the issuance of, or increasing the requirements necessary to obtain approvals, rights-of-way, permits, determinations, leases or loans related to wind or other clean energy projects; and 5) changes in the way government interprets or applies laws, regulations or orders.
XPLR’s business could be materially adversely affected by a variety of legal activity, such as: 1) the adoption of new or revised laws, such as international trade laws, regulations and interpretations; 2) regulatory initiatives such as those seeking restructuring of the energy industry; 3) new or revised regulations such as those affecting emissions, water consumption, water discharges, wetlands, and environmental and other permitting requirements for energy infrastructure projects; 4) actions taken, or not taken, by government agencies as a result of executive orders, such as failing to issue, delaying the issuance of, or increasing the requirements necessary to obtain approvals, rights-of-way, permits, determinations, leases or loans related to wind or other clean energy projects; and 5) changes in the way government interprets or applies laws, regulations or orders.
There are risks associated with the operation and maintenance of XPLR's renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment, including: • risks associated with facility start-up operations, such as whether the facility will achieve projected operating performance on schedule and otherwise as planned; • breakdown or failure, including, but not limited to, leaks, fires, explosions, mechanical problems or other major events, of, or damage to, turbines, blades, blade attachments, solar panels, mirrors, pipelines, batteries and other equipment, which could reduce a project’s energy output or a pipeline's ability to transport natural gas at expected levels or result in unplanned power outages, significant property damage, environmental pollution, personal injury or loss of life; • catastrophic events, such as wildfires, earthquakes, hurricanes, severe weather, tornadoes, ice and hailstorms, extreme temperatures, icing events, floods, severe convective storms and droughts, other meteorological conditions, landslides and other similar events beyond XPLR's control, which could severely damage or destroy all or a part of a project, pipeline or interconnection and transmission facilities, reduce its energy output or capacity, or result in unplanned power outages, property damage, environmental pollution, personal injury or loss of life; • technical performance below expected levels, including, but not limited to, the failure of wind turbines, solar panels, mirrors, batteries and other equipment to produce energy as expected due to incorrect measures of expected performance provided by equipment suppliers; • interference from nearby wind projects or other structures; • increases in the cost of operating the projects; • operator, contractor or supplier error or failure to perform or to fulfill any warranty obligations; • serial design, manufacturing or other defects, which may not be covered by warranties or performance guarantees; • inability to anticipate or adapt to changes in the reliability of XPLR's or NEE's equipment, operating systems or facilities; • extended events, including, but not limited to, force majeure under certain PPAs that may give rise to a termination right of the customer under such a PPA (renewable energy counterparty); • failure to comply with permits and the inability to renew or replace permits that have expired or terminated; • the inability to operate within limitations that may be imposed by current or future governmental permits; • replacements for failed equipment, which may need to meet new interconnection standards or require system impact studies and compliance that may be difficult or expensive to achieve; • land use, environmental or other regulatory requirements; • risks associated with potential harm to wildlife; • disputes with the BLM, other owners of land on which XPLR's projects are located or nearby landowners; • changes in laws, regulations, policies and treaties; • government or utility exercise of eminent domain power or similar events; • existence of liens, encumbrances and other imperfections in title affecting real estate interests; and • insufficient insurance, warranties or performance guarantees to cover any or all lost revenues or increased expenses from the foregoing.
There are risks associated with the operation and maintenance of XPLR's renewable energy projects, battery storage projects and other facilities , including: • risks associated with facility start-up operations, such as whether the facility will achieve projected operating performance on schedule and otherwise as planned; • breakdown or failure of, or damage to, turbines, blades, blade attachments, solar panels, mirrors, batteries and other equipment whether as a result of leaks, fires, explosions, mechanical problems or other events or otherwise, which could reduce a project’s energy output or result in unplanned power outages, significant property damage, environmental pollution, personal injury or loss of life; • catastrophic events, such as wildfires, earthquakes, hurricanes, severe weather, tornadoes, ice and hailstorms, extreme temperatures, icing events, floods, severe convective storms and droughts, other meteorological conditions, landslides and other similar events beyond XPLR's control, which could severely damage or destroy all or a part of a project, or interconnection and transmission facilities, reduce its energy output or capacity, or result in unplanned power outages, property damage, environmental pollution, personal injury or loss of life; • technical performance below expected levels, including, but not limited to, the failure of wind turbines, solar panels, mirrors, batteries and other equipment to produce energy as expected due to incorrect measures of expected performance provided by equipment suppliers; • interference from nearby wind projects or other structures; • increases in the cost of operating the projects; • operator, contractor or supplier error or failure to perform or to fulfill any warranty obligations; • serial design, manufacturing or other defects, which may not be covered by warranties or performance guarantees; • inability to anticipate or adapt to changes in the reliability of XPLR's or NEE's equipment, operating systems or facilities; • extended events, including, but not limited to, force majeure under certain PPAs that may give rise to a termination right of the customer under such a PPA (renewable energy counterparty); • failure to comply with permits and the inability to renew or replace permits that have expired or terminated; • the inability to operate within limitations that may be imposed by current or future governmental permits; • replacements for failed equipment, which may need to meet new interconnection standards or require system impact studies and compliance that may be difficult or expensive to achieve; • land use, environmental or other regulatory requirements; • risks associated with potential harm to wildlife; • disputes with the BLM, other owners of land on which XPLR's projects are located or nearby landowners; • changes in laws, regulations, policies and treaties; • government or utility exercise of eminent domain power or similar events; • existence of liens, encumbrances and other imperfections in title affecting real estate interests; and • insufficient insurance, warranties or performance guarantees to cover any or all lost revenues or increased expenses from the foregoing.
In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, droughts, extreme temperatures, icing events, wildfires, severe convective storms and earthquakes, can be destructive and cause power outages, personal injury and property damage, reduce revenue, affect the availability of fuel and water and require XPLR to incur additional costs to, for example, restore service and repair damaged facilities, obtain replacement power, access available financing sources, obtain insurance, pay for any associated injuries and damages and fund any associated legal matters and compliance penalties.
In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, droughts, extreme temperatures, icing events, wildfires, severe convective storms and earthquakes, can be destructive and cause power outages, personal injury and property damage, reduce revenue, affect the availability of fuel 10 Table of Contents and water and require XPLR to incur additional costs to, for example, restore service and repair damaged facilities, obtain replacement power, access available financing sources, obtain insurance, pay for any associated injuries and damages and fund any associated legal matters and compliance penalties.
XPLR's projects and pipeline investment also carry inherent environmental, health and safety risks, including, without limitation, the potential for related civil litigation, regulatory compliance actions, remediation orders, fines and other penalties. Proceedings related to any such litigation or actions could result in significant expenditures as well as the restriction or elimination of the ability to operate any affected project.
XPLR's projects also carry inherent environmental, health and safety risks, including, without limitation, the potential for related civil litigation, regulatory compliance actions, remediation orders, fines and other penalties. Proceedings related to any such litigation or actions could result in significant expenditures as well as the restriction or elimination of the ability to operate any affected project.
Any of the foregoing could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. Changes in weather can also affect the level of wind and solar resource available, and thus the production of electricity, at XPLR's power generating facilities.
Any of the foregoing could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. Changes in weather can also affect the level of wind and solar resource available, and thus the production of electricity, at XPLR's power generation facilities.
Consequently, the impairment or loss of any one or more of those projects or the pipeline investment could materially and, depending on the relative size of the affected projects or the pipeline investment, disproportionately reduce XPLR’s cash flows and, as a result, could have a material adverse effect on XPLR's business, financial condition, results of operations and ability to execute its business plan.
Consequently, the impairment or loss of any one or more of those projects could materially and, depending on the relative size of the affected projects, disproportionately reduce XPLR’s cash flows and, as a result, could have a material adverse effect on XPLR's business, financial condition, results of operations and ability to execute its business plan.
XPLR and its subsidiaries have entered into financing agreements which contain various covenants and restrictive provisions and certain financial ratios that may limit their ability to, among other things: • incur or guarantee additional debt; • make distributions on or redeem or repurchase common units; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • enter into certain types of transactions with affiliates; • merge or consolidate with another company; and • transfer, sell or otherwise dispose of projects.
XPLR and its subsidiaries have entered into financing agreements which contain various covenants and restrictive provisions and certain financial ratios that may limit their ability to, among other things: 17 Table of Contents • incur or guarantee additional debt; • make distributions on or redeem or repurchase common units; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • enter into certain types of transactions with affiliates; • merge or consolidate with another company; and • transfer, sell or otherwise dispose of projects.
The unavailability of interconnection, transmission, pipeline or shared facilities due to reasons such as geopolitical factors, cyber incidents, physical attacks, severe weather or a generation, storage or transmission facility outage, pipeline rupture, or sudden and significant increase or decrease in wind or solar generation could adversely affect the operation of XPLR's projects and pipeline investment and the revenues received, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
The unavailability of interconnection, transmission or shared facilities due to reasons such as geopolitical factors, cyber incidents, physical attacks, severe weather or a generation, storage or transmission facility outage, or sudden and significant increase or decrease in wind or solar generation could adversely affect the operation of XPLR's projects and the revenues received, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Any failure to extend, renew or replace a significant portion of XPLR's existing PPAs, lease agreement or other customer contracts, or extending, renewing or replacing them at lower prices or with other unfavorable terms, or the decommissioning of a project or the inability to amend existing PPAs for renewable energy repowering projects could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Any failure to extend, renew or replace a significant portion of XPLR's existing PPAs, lease agreement or other customer contracts, or extending, renewing or replacing them at prices lower than it expected or with other unfavorable terms, or the decommissioning of a project or the inability to amend existing PPAs for renewable energy repowering projects could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Further, any change in tax law may affect XPLR's tax position, including, but not limited to, changes in corporate income tax laws, regulations, policies, guidance, renewable energy tax credits and transferability of renewable energy tax credits, the issuance of guidance related to the qualification for renewable energy tax credits and bonus credits, applicable to XPLR.
Further, any change in tax law may affect XPLR's tax position, including, but not limited to, changes in corporate income tax laws, regulations, policies, guidance, clean energy tax credits and transferability of clean energy tax credits, the issuance of guidance related to the qualification for clean energy tax credits and bonus credits, applicable to XPLR.
These factors could also reduce the useful lives of and degrade equipment, interconnection facilities and transmission facilities, and materially increase maintenance and other costs. Unanticipated costs associated with maintaining or repairing XPLR's projects and pipeline investment may reduce profitability.
These factors could also reduce the useful lives of and degrade equipment, interconnection facilities and transmission facilities, and materially increase maintenance and other costs. Unanticipated costs associated with maintaining or repairing XPLR's projects may reduce profitability.
If XPLR is not able to extend, renew or replace on acceptable terms existing PPAs before contract expiration, or if such agreements are otherwise terminated prior to their expiration, XPLR may be required to sell the energy on an uncontracted basis at prevailing market prices, which could be materially lower than under the applicable contract.
If XPLR is not able to extend, renew or replace on acceptable terms existing PPAs before contract expiration, or if such agreements are otherwise terminated prior to their expiration, XPLR may be required to sell the energy on an uncontracted basis at prevailing market prices, which could be materially lower than under the applicable contract and lower than it expected.
NEE will have sole authority to respond to and conduct all tax proceedings (including, but not limited to, tax audits) related to XPLR, to file all state and local income tax returns on XPLR's behalf, and to determine the amount of XPLR's liability to, or entitlement to payment from, NEE in connection with any combined or unitary income tax returns in which XPLR is included.
NEE will have sole authority to respond to and conduct all tax proceedings (including, but not limited to, tax audits) related to XPLR, to file all state and local income tax returns on XPLR's behalf, and to determine the amount of XPLR's liability to, or entitlement to payment from, NEE in connection with any combined or unitary income tax returns in which XPLR is 24 Table of Contents included.
The acquisition of existing clean energy projects involves numerous risks, including, but not limited to, exposure to existing liabilities and unanticipated post-acquisition costs associated with the pre-acquisition activities by the project, difficulty in integrating the acquired projects into XPLR's business and, if 17 Table of Contents the projects are in new markets, the risks of entering markets where XPLR has limited experience.
The acquisition of existing clean energy projects involves numerous risks, including, but not limited to, exposure to existing liabilities and unanticipated post-acquisition costs associated with the pre-acquisition activities by the project, difficulty in integrating the acquired projects into XPLR's business and, if the projects are in new markets, the risks of entering markets where XPLR has limited experience.
Such events or actions could significantly decrease or eliminate the revenues of a project or pipeline, significantly increase its operating costs, cause a default under XPLR's financing agreements or give rise to damages or penalties payable to a PPA or transportation agreement counterparty, another contractual counterparty, a governmental authority or other third parties or cause defaults under related contracts or permits.
Such events or actions could significantly decrease or eliminate the revenues of a project, significantly increase its operating costs, cause a default under XPLR's financing agreements or give rise to damages or penalties payable to a PPA , another contractual counterparty, a governmental authority or other third parties or cause defaults under related contracts or permits.
Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. 11 Table of Contents XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.
Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.
NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by XPLR OpCo.
NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and are obligated to return these funds as needed to cover project costs and distributions or as demanded by XPLR OpCo.
If any of XPLR's subsidiaries is unable to satisfy these tests and covenants or is otherwise in default under such agreements, it would be prohibited from making distributions that could, 19 Table of Contents in turn, affect the amount of cash distributed to XPLR OpCo and by XPLR OpCo to its unitholders.
If any of XPLR's subsidiaries is unable to satisfy these tests and covenants or is otherwise in default under such agreements, it would be prohibited from making distributions that could, in turn, affect the amount of cash distributed to XPLR OpCo and by XPLR OpCo to its unitholders.
Various factors could affect the availability of such development opportunities or acquisitions, including, but not limited to, the following factors and those described in more detail in the additional risk factors below: • competing bids for a project from companies that may have substantially greater purchasing power, capital or other resources or a greater willingness to accept lower returns or more risk than XPLR does; • a failure to agree to commercially reasonable financial or legal terms with sellers with respect to any proposed projects; • fewer development and acquisition opportunities than XPLR expects, which could result from, among other things, available projects having less desirable economic returns or higher risk profiles than XPLR believes suitable; • XPLR's inability to generate or otherwise obtain financing for projects on economically acceptable terms; • XPLR's failure to successfully complete construction of and finance projects, to the extent that it decides to acquire projects that are not yet operational or to otherwise pursue development or construction activities with respect to new projects; • XPLR's inability to obtain regulatory approvals or other necessary consents to consummate an acquisition; and • the presence or potential presence of: ◦ pollution, contamination or other wastes at the project site; ◦ protected plant or animal species; ◦ archaeological or cultural resources; ◦ wind waking or solar shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; ◦ land use restrictions and other environment-related siting factors; and ◦ opposition to wind, solar and storage projects in certain markets due to concerns about noise, health, environmental, safety or other alleged impacts of such projects. 16 Table of Contents Any of these factors could limit XPLR's development and acquisition opportunities and prevent it from executing, or diminish its ability to execute, its development and acquisition plans.
Various factors could affect the availability of such development opportunities or acquisitions, including, but not limited to, the following factors and those described in more detail in the additional risk factors below: • competing bids for a project from companies that may have substantially greater purchasing power, capital or other resources or a greater willingness to accept lower returns or more risk than XPLR does; • a failure to agree to commercially reasonable financial or legal terms with sellers with respect to any proposed projects; • fewer development and acquisition opportunities than XPLR expects, which could result from, among other things, available projects having less desirable economic returns or higher risk profiles than XPLR believes suitable; • XPLR's inability to generate or otherwise obtain financing for projects on economically acceptable terms; • XPLR's failure to successfully complete construction of and finance projects, to the extent that it decides to acquire projects that are not yet operational or to otherwise pursue development or construction activities with respect to new projects; • XPLR's inability to obtain regulatory approvals or other necessary consents to consummate an acquisition; and • the presence or potential presence of: ◦ pollution, contamination or other wastes at the project site; ◦ protected plant or animal species; ◦ archaeological or cultural resources; ◦ wind waking or solar shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; ◦ land use restrictions and other environment-related siting factors; and ◦ opposition to wind, solar and storage projects in certain markets due to concerns about noise, health, environmental, safety or other alleged impacts of such projects.
The inability of XPLR to maintain its current credit ratings could materially adversely affect its ability to raise capital or obtain credit on commercially reasonable terms, which in turn could impact its ability to service indebtedness, repay or refinance borrowings and other obligations, exercise buyout rights related to noncontrolling Class B members' interests under certain limited liability company agreements, and finance development opportunities, including repowering renewable energy projects, acquisitions and other growth opportunities, and would likely increase its interest costs.
The inability of XPLR to maintain its current credit ratings could materially adversely affect its ability to raise capital or obtain credit on commercially reasonable terms, which in turn, would likely increase its interest costs and could impact its ability to raise capital or otherwise fund its business, including, without limitation, to service indebtedness, repay or refinance borrowings and other obligations, exercise buyout rights related to noncontrolling Class B members' interests under certain limited liability company agreements, and finance development opportunities, including repowering renewable energy projects, acquisitions and other growth opportunities.
Significant capital and operating costs may be incurred at any time to keep XPLR's projects or pipeline investment in compliance with environmental, health and safety laws and regulations and other standards, including in response to any addition of species, such as additional bat species, to the endangered species list.
Significant capital and operating costs may be incurred at any time to keep XPLR's projects in compliance with environmental, health and safety laws and regulations and other standards, including in response to any addition of species, such as additional bat species, to the endangered species list.
All of the foregoing events, including, but not limited to, a failure of XPLR OpCo to have sufficient funds to satisfy its reimbursement obligations, could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
All of the foregoing 19 Table of Contents events, including, but not limited to, a failure of XPLR OpCo to have sufficient funds to satisfy its reimbursement obligations, could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
The 22 Table of Contents indemnification arrangements to which NEE Management and its affiliates are a party may also give rise to legal claims for indemnification, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
The indemnification arrangements to which NEE Management and its affiliates are a party may also give rise to legal claims for indemnification, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
A disruption or failure of electric generation, storage, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent XPLR from operating its business in the normal course and could result in any of the adverse consequences described above.
A disruption or failure of electric generation, storage, transmission or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent XPLR from operating its business in the normal course and could result in any of the adverse consequences described above.
There can be no assurance that XPLR will be able to respond adequately or sufficiently quickly to such rules and developments, which may impact the ability, timeline and cost of interconnecting new or repowered energy projects to the transmission system and the availability of transmission system capacity to deliver energy products to market, or to any changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such restructuring has occurred.
There can be no assurance that XPLR will be able to respond adequately to such rules and developments, which may impact the ability, timeline and cost to interconnect new or repowered energy projects to the transmission system and the availability of transmission system capacity to deliver energy products to market, or to any changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such restructuring has occurred.
This could require a disproportionate amount of XPLR's management’s attention and resources, which could have an adverse impact on XPLR's business and place XPLR at a competitive disadvantage relative to energy market participants more experienced with new technologies and asset classes.
This could require a 16 Table of Contents disproportionate amount of XPLR's management’s attention and resources, which could have an adverse impact on XPLR's business and place XPLR at a competitive disadvantage relative to energy market participants more experienced with new technologies and asset classes.
Operation and maintenance of renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.
Operation and maintenance of renewable energy projects, battery storage projects and other facilities involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.
NEE also maintains coverage for itself and its affiliates, including XPLR, for physical damage to assets and resulting business interruption, 12 Table of Contents including, but not limited to, damage caused by terrorist acts. However, such policies do not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms.
NEE also maintains coverage for itself and its affiliates, including XPLR, for physical damage to assets and resulting business interruption, including, but not limited to, damage caused by terrorist acts. However, such policies do not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms.
These provisions entitle XPLR GP and its affiliates to consider only the interests and factors that they desire and relieve them of any duty or obligation to give any consideration to 23 Table of Contents any interest of, or factors affecting, XPLR, its affiliates or XPLR's limited partners.
These provisions entitle XPLR GP and its affiliates to consider only the interests and factors that they desire and relieve them of any duty or obligation to give any consideration to any interest of, or factors affecting, XPLR, its affiliates or XPLR's limited partners.
The reimbursement of expenses and certain payments made under credit support 24 Table of Contents arrangements and payment of fees, if any, to XPLR GP and its affiliates will reduce the amount of available cash XPLR OpCo has to pay cash distributions to XPLR.
The reimbursement of expenses and certain payments made under credit support arrangements and payment of fees, if any, to XPLR GP and its affiliates will reduce the amount of available cash XPLR OpCo has to pay cash distributions to XPLR.
To the extent that resources are not available at planned levels, the financial results from these facilities may be less than expected. XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows.
To the extent that resources are not available at planned levels, the financial results from these facilities may be less than expected. XPLR depends on certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.
Such development opportunities or acquisitions may not be available to XPLR on acceptable terms or at all. XPLR must obtain the consent of XPLR GP, which consent is not guaranteed, to develop new wind or solar energy projects (excluding off-shore wind projects), any natural gas pipeline or utility-scale battery storage projects.
Such development opportunities or acquisitions may not be available to XPLR on acceptable terms or at all. XPLR must obtain the consent of XPLR GP, which consent is not guaranteed, to develop new wind or solar energy projects (excluding off-shore wind projects) or utility-scale battery storage projects.
XPLR’s liquidity may be impaired if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.
XPLR’s liquidity may be reduced if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.
XPLR's projects and pipeline investment are subject to numerous domestic environmental, health and safety laws, regulations, guidelines, policies, directives and other requirements governing or relating to the protection of avian, bats and other wildlife mortality and habitat protection; the storage, handling, use and transportation of natural gas as well as other hazardous or toxic substances and other regulated substances, materials, and/or chemicals; air quality, water quality and usage, soil quality, releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater; climate change and greenhouse gas emissions; waste management; U.S. federal, state or local land use, zoning, building and transportation laws and requirements; the presence or discovery of archaeological, religious or cultural resources at or near XPLR's projects or pipeline investment; and the protection of workers’ health and safety, among other things.
XPLR's projects are subject to numerous domestic environmental, health and safety laws, regulations, guidelines, policies, directives and other requirements governing or relating to the protection of avian, bats and other wildlife mortality and habitat protection; the storage, handling, use and transportation of hazardous or toxic substances and other regulated substances, materials, and/or chemicals; air quality, water quality and usage, soil quality, releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater; greenhouse gas emissions; waste management; U.S. federal, state or local land use, zoning, building and transportation laws and requirements; the presence or discovery of archaeological, religious or cultural resources at or near XPLR's projects; fire prevention; and the protection of workers’ health and safety, among other things.
Weather conditions directly influence the demand for electricity, natural gas and other fuels and affect the price of energy and energy-related commodities.
Weather conditions directly influence the demand for electricity and other fuels and affect the price of energy and energy-related commodities.
These events, and governmental actions in response, could result in a material decrease in revenues, significant additional costs (for example, to repair assets, implement additional security requirements or maintain or acquire insurance), significant fines and penalties, and reputational damage, could materially adversely affect XPLR’s operations (for example, by contributing to disruption of supplies and markets for natural gas, oil and other fuels), and could impair XPLR’s ability to raise capital (for example, by contributing to financial instability and lower economic activity).
These events, and governmental actions in response, could result in a material decrease in revenues, significant additional costs (for example, to repair assets, implement additional security requirements or maintain or acquire insurance), significant fines and penalties, and reputational damage, could materially adversely affect XPLR’s operations (for example, by contributing to disruption of supplies), and could impair XPLR’s ability to raise capital (for example, by contributing to financial instability and lower economic activity).
As part of these activities, XPLR would need to periodically apply for licenses and permits from various local, state, federal and other regulatory authorities and abide by their respective conditions, which could be impacted by actions taken, or not taken, by government agencies as a result of executive orders.
As part of these activities, XPLR would need to periodically apply for licenses and permits, including those related to project siting, from various local, state, federal and other regulatory authorities and abide by their respective conditions, which could be impacted by actions taken, or not taken, by government agencies as a result of executive orders.
The amount of cash that XPLR OpCo generates from its operations will fluctuate from quarter to quarter based on such things as the amount of power generated from its projects and the amount of natural gas transported in its pipeline investment, and the prices received therefor; its operating and capital costs; payment of interest and principal amortization, which depends on the amount of its indebtedness and the interest payable thereon; and the ability of XPLR OpCo’s subsidiaries to distribute cash under their respective financing agreements.
The amount of cash that XPLR OpCo generates from its operations will fluctuate from quarter to quarter based on such things as the amount of power generated from its projects and the prices received therefor; its operating and capital costs; payment of interest and principal amortization, which depends on the amount of its indebtedness and the interest payable thereon; and the ability of XPLR OpCo’s subsidiaries to distribute cash under their respective financing agreements.
Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. 13 Table of Contents XPLR's projects, pipeline investment and PPA counterparties are subject to regulation by U.S. federal, state and local authorities.
Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. XPLR's projects and PPA counterparties are subject to regulation by U.S. federal, state and local authorities.
XPLR's ability to extend, renew or replace its existing PPAs, lease agreement or other customer contracts as well as XPLR's ability to amend existing PPAs for renewable energy repowering projects, depends on a number of factors beyond its control, including, but not limited to: • whether the PPA counterparty has a continued need for energy at the time of the agreement’s expiration or amendment, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices, and the availability of other energy sources; • the amount of commercial natural gas supply available to its pipeline investment's systems and changing natural gas supply flow patterns in North America; • the satisfactory performance of XPLR's and its pipeline investment's obligations under such PPAs, lease agreement or other customer contracts; • the regulatory environment applicable to XPLR's contractual counterparties at the time; • macroeconomic factors present at the time, such as population, business trends, international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries and related energy demand; and • the effects of regulation on the contracting practices of XPLR's contractual counterparties.
XPLR's ability to extend, renew or replace its existing PPAs, lease agreement or other customer contracts as well as XPLR's ability to amend existing PPAs for renewable energy repowering projects, depends on a number of factors beyond its control, including, but not limited to: • whether the PPA counterparty has a continued need for energy at the time of the agreement’s expiration or amendment, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices, and the availability of other energy sources; • the satisfactory performance of XPLR's obligations under such PPAs, lease agreement or other customer contracts; • the regulatory environment applicable to XPLR's contractual counterparties at the time; • macroeconomic factors present at the time, such as population, business trends, international trade laws, regulations, agreements, treaties or policies of the U.S. or other countries and related energy demand; and • the effects of regulation on the contracting practices of XPLR's contractual counterparties.
These conflicts include the following situations, among others: • No agreement requires NEE or its affiliates to pursue a business strategy that favors XPLR or uses XPLR's projects or dictates what markets to pursue or grow. • NEE and its affiliates are not limited in their ability to compete with XPLR, and neither XPLR GP nor its affiliates have any obligation to present business opportunities to XPLR. • So long as the officers of XPLR are officers or employees of NEE or its affiliates, they will or may also devote significant time to the business of NEE or its affiliates and will or may be compensated by NEE or its affiliates. • The board may cause XPLR and/or its subsidiaries to borrow funds in order to permit the payment of cash distributions, even if another purpose or effect of the borrowing is to settle payment obligations to NEE. • XPLR's partnership agreement replaces the fiduciary duties that would otherwise be owed by XPLR GP and the directors and officers of XPLR with contractual standards governing their duties and limits XPLR GP’s and such directors’ and officers' liabilities and the remedies available to XPLR's unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty under applicable Delaware law. • Except in limited circumstances, the board has the power and authority to conduct XPLR's business without the approval of XPLR GP or XPLR's unitholders. • Actions taken by the board may affect the amount of cash available to pay distributions to XPLR's unitholders. • XPLR GP has limited liability regarding XPLR's contractual and other obligations. • The board controls the exercise of the rights of XPLR against NEE and its affiliates, and the enforcement of the obligations that NEE and its affiliates owe to XPLR. 21 Table of Contents As a result of the related nature of the management of XPLR and NEE and its affiliates, effectively managing these actual, perceived and potential conflicts may require substantial attention, and there is no assurance that all relevant actual, perceived or potential conflicts will be identified or that such conflicts will be adequately addressed.
These conflicts include the following situations, among others: • No agreement requires NEE or its affiliates to pursue a business strategy that favors XPLR or uses XPLR's projects or dictates what markets to pursue or grow. • NEE and its affiliates are not limited in their ability to compete with XPLR, and neither XPLR GP nor its affiliates have any obligation to present business opportunities to XPLR. • So long as the officers of XPLR are officers or employees of NEE or its affiliates, they will or may also devote significant time to the business of NEE or its affiliates and will or may be compensated by NEE or its affiliates. • The board may cause XPLR and/or its subsidiaries to borrow funds in order to permit the payment of cash distributions, even if another purpose or effect of the borrowing is to settle payment obligations to NEE. • XPLR's partnership agreement replaces the fiduciary duties that would otherwise be owed by XPLR GP and the directors and officers of XPLR with contractual standards governing their duties and limits XPLR GP’s and such directors’ and officers' liabilities and the remedies available to XPLR's unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty under applicable Delaware law. • Except in limited circumstances, the board has the power and authority to conduct XPLR's business without the approval of XPLR GP or XPLR's unitholders. • Actions taken by the board may affect the amount of cash available to pay distributions to XPLR's unitholders. • XPLR GP has limited liability regarding XPLR's contractual and other obligations. • The board controls the exercise of the rights of XPLR against NEE and its affiliates, and the enforcement of the obligations that NEE and its affiliates owe to XPLR.
These laws, regulations and policies, such as the PTCs or ITCs, have had a significant impact on the development of clean energy and they could be changed, reduced or eliminated at any time.
These laws, regulations and policies, such as the PTCs or ITCs, have had a significant impact on the development of clean energy and they could be changed, reduced or eliminated at any time such as with the OBBBA and related governmental actions.
These and other factors could require the shutdown of XPLR's renewable energy projects, battery storage projects or other facilities or its pipeline investment.
These and other factors could require the shutdown of XPLR's renewable energy projects, battery storage projects or other facilities.
Since the number of customers that purchase wholesale bulk energy or require the transportation of natural gas is limited, XPLR or its pipeline investment may be unable to find a new customer on similar or otherwise acceptable terms or at all. In some cases, there currently is no economical alternative counterparty to the original customer.
Since the number of customers that purchase wholesale bulk energy is limited, XPLR may be unable to find a new customer on similar or otherwise acceptable terms or at all. In some cases, there currently is no economical alternative counterparty to the original customer.
While XPLR expects that its NOLs and NOL carryforwards will be available to XPLR as a future benefit, in the event that they are not generated as expected, are successfully challenged by the IRS (in a tax audit or otherwise) or are subject to future limitations as described below, XPLR's ability to realize these benefits may be limited and could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. 25 Table of Contents XPLR's U.S. federal, state or local tax positions may be challenged by the relevant tax authority.
While XPLR expects that its NOLs and NOL carryforwards will be available to XPLR as a future benefit, in the event that they are not generated as expected, are successfully challenged by the IRS (in a tax audit or otherwise) or are subject to future limitations as described below, XPLR's ability to realize these benefits may be limited and could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Furthermore, XPLR's physical plants could be placed at greater risk of damage should changes in the global climate produce unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events and abnormal levels of precipitation.
Furthermore, XPLR's physical plants could be placed at greater risk of damage should there be unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events and abnormal levels of precipitation.
XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows.
XPLR depends on certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.
If these facilities become unavailable, XPLR's projects and pipeline investment may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas. XPLR depends on interconnection and transmission facilities owned and operated by third parties to deliver energy from certain of its projects.
If these facilities become unavailable, XPLR's projects may not be able to operate or deliver energy. XPLR depends on interconnection and transmission facilities owned and operated by third parties to deliver energy from certain of its projects.
Changes in the nature of the regulation of XPLR’s business through this type or other types of legal activity could have a material adverse effect on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
Changes in the nature of the regulation of XPLR’s business through this type or other types of legal activity, such as the repeal, revocation, or reversal of existing laws, regulations or actions, could have a material adverse effect on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
The elimination of, loss of or reduction in such incentives, including qualifications for renewable energy tax credits and transferability of renewable energy tax credits, or the imposition of additional taxes, tariffs, duties or other costs or assessments on clean energy or the equipment necessary to generate, store or deliver it, such as policies in place that limit certain imports from China and other Southeast Asian countries, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new clean energy projects, XPLR abandoning the development of clean energy projects, a loss of investments in the projects and reduced project returns and decrease the attractiveness of clean energy projects to developers.
The elimination of, loss of or reduction in such incentives, including qualifications for clean energy tax credits and transferability of clean energy tax credits, or the imposition of additional taxes, tariffs, duties or other costs or assessments on clean energy or the equipment necessary to generate, store or deliver it could result in, among other items, higher equipment costs, scarcity of equipment, the lack of a satisfactory market for the development and/or financing of new clean energy projects, XPLR abandoning the development of clean energy projects, a loss of investments in the projects and reduced project returns and a decrease in the attractiveness of clean energy projects to developers.
XPLR cannot predict the impact of changing FERC rules or policies of the RTOs and ISOs, such as rules governing generator interconnection procedures and transmission planning requirements and cost allocation methodologies, or the effect of changes in levels of wholesale supply and demand, which are typically driven by factors beyond XPLR's control.
XPLR cannot predict the impact of changing FERC rules or policies of the regional transmission organizations and independent system operators, such as existing or potential future rules governing economic dispatch, generator and load interconnection procedures, transmission planning requirements, cost allocation methodologies and cost recovery policies, or the effect of changes in levels of wholesale supply and demand, which are typically driven by factors beyond XPLR's control.
If the interconnection or transmission arrangement for a project is terminated, XPLR may not be able to replace it on similar terms to the existing arrangement, or at all, or XPLR may experience significant delays or costs in connection with such replacement.
If the interconnection or transmission arrangement for a project is terminated, XPLR may not be able to replace it on similar terms to the existing arrangement, or at all, or XPLR may experience significant delays or costs in connection with such replacement. Because XPLR does not own these third-party facilities, their continuing operations are not within its control.
If XPLR fails to comply with these standards, XPLR could be subject to sanctions, including, but not limited to, substantial monetary penalties. Although the projects are not subject to state utility rate regulation because they sell energy exclusively on a wholesale basis, XPLR is subject to other state regulations that may affect XPLR's projects’ sale of energy and operations.
Although the projects are not subject to state utility rate regulation because they sell energy exclusively on a wholesale basis, XPLR is subject to other state regulations that may affect XPLR's projects’ sale of energy and operations.
The process and costs, including, but not limited to, potential penalties for nonpayment of disputed amounts, of appealing such challenges, administratively or judicially, regardless of the merits, could be material.
XPLR's U.S. federal, state or local tax positions may be challenged by the relevant tax authority. The process and costs, including, but not limited to, potential penalties for nonpayment of disputed amounts, of appealing such challenges, administratively or judicially, regardless of the merits, could be material.
The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units.
Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted. 23 Table of Contents The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units.
Additionally, as NEER's ownership interest in XPLR is reduced, NEER may be less willing to sell projects to XPLR. An inability by XPLR to identify, or a failure by NEER to make available, suitable development and acquisition opportunities could materially adversely impact XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
An 15 Table of Contents inability by XPLR to identify, or a failure by NEER to make available, suitable development and acquisition opportunities could materially adversely impact XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Any of the foregoing could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan. XPLR may only terminate the MSA under certain limited circumstances.
XPLR expects that its existing and future contracts will be the principal source of cash flows available to execute its business plan. Thus, the actions of even one customer may cause variability of XPLR’s revenue, financial results and cash flows that are difficult to predict.
Thus, the actions of even one customer may cause variability of XPLR’s revenue, financial results and cash flows that are difficult to predict.
XPLR’s generation, transmission, storage and distribution facilities, information technology systems and other infrastructure facilities and systems could be direct targets of, or otherwise be materially adversely affected by, such activities.
In addition, the advancement of artificial intelligence has given rise to added vulnerabilities and potential entry points for cyberattacks. XPLR’s generation, transmission, storage and distribution facilities, information technology systems and other infrastructure facilities and systems could be direct targets of, or otherwise be materially adversely affected by, such activities.
In most instances, XPLR sells the energy generated by each of its clean energy projects to a single PPA counterparty under a long-term PPA. Further, through XPLR's pipeline investment, natural gas is transported under long-term natural gas transportation agreements with a limited number of counterparties. XPLR's equity method investees also have contracts with a limited number of counterparties.
In most instances, XPLR sells the energy generated by each of its clean energy projects to a single PPA counterparty under a long-term PPA. XPLR's equity method investees also have contracts with a limited number of counterparties. XPLR expects that its existing and future contracts will be the principal source of cash flows available to execute its business plan.
The amount of cash that XPLR OpCo’s subsidiaries will be able to distribute to XPLR OpCo each quarter principally depends upon the amount of cash such subsidiaries generate from their operations and investments. XPLR OpCo may not have sufficient available cash each quarter to pay distributions because of reduced operating cash flow, higher expenses, capital requirements or otherwise.
The amount of cash that XPLR OpCo’s subsidiaries will be able to distribute to XPLR OpCo each quarter principally 21 Table of Contents depends upon the amount of cash such subsidiaries generate from their operations and investments.
XPLR is subject to the potentially adverse operating and financial effects of geopolitical factors, terrorist acts and threats, as well as cyberattacks and other disruptive activities of individuals or groups.
XPLR is subject to the potentially adverse operating and financial effects of geopolitical factors, terrorist acts and threats, cyberattacks and other disruptive activities of individuals or groups. There have been cyberattacks and other physical attacks within the energy industry on energy infrastructure such as substations and related assets in the past and there may be such attacks in the future.

… 31 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−0 removed11 unchanged
Biggest changeCertain functions within NEE are required to comply with certain regulatory standards that are designed to protect against cybersecurity incidents, including the NERC Critical Infrastructure Protection standards. Further, NEE has a cybersecurity training program and a mock phishing program to educate and train employees on potential cybersecurity risks and on privacy and data protection.
Biggest changeFurther, NEE has a cybersecurity training program and a mock phishing program to educate and train employees on potential cybersecurity risks and on privacy and data protection.
Although there have been no cybersecurity incidents or threats with a material impact on NEE's nor XPLR's business strategy, results of operations, or financial condition, NEE's information technology systems could fail or be breached, and such systems could be inoperable, causing NEE and XPLR to be unable to fulfill critical business operations.
Although there have been no cybersecurity incidents or threats with a material impact on NEE's or XPLR's business strategy, results of operations, or financial condition, NEE's information technology systems could fail or be breached, and such systems could be inoperable, causing NEE and XPLR to be unable to fulfill critical business operations.
Given geopolitical events, NEE continues to take steps to defend against cybersecurity threats to its and XPLR's critical infrastructure, including communications with personnel to ensure heightened awareness of increased cybersecurity threats worldwide.
Given geopolitical events, NEE continues to take steps to defend against cybersecurity threats to its and XPLR's critical infrastructure, including communications and training with personnel to ensure heightened awareness of increased cybersecurity threats worldwide.
The disclosures herein should be reviewed with the risk factors included in Item 1A. Governance NEE's vice president and chief information officer, vice president cybersecurity and executive director cybersecurity are responsible for assessing and managing material risks from cybersecurity threats, including, through the MSA, those related to 27 Table of Contents XPLR.
The disclosures herein should be reviewed with the risk factors included in Item 1A. 26 Table of Contents Governance NEE's vice president and chief information officer, vice president cybersecurity and executive director cybersecurity are responsible for assessing and managing material risks from cybersecurity threats, including, through the MSA, those related to XPLR.
Where applicable in NEE’s or XPLR's contracts with third-party vendors accessing their systems or data, standard data security terms and conditions are utilized and minimum amounts of insurance coverage based on the risk of exposure are required. NEE operates U.S. critical infrastructure for XPLR.
Where applicable in NEE’s or XPLR's contracts with third-party vendors accessing their systems or data, standard data security terms and conditions are utilized and minimum amounts of insurance coverage based on the risk of exposure are required. NEE, through the MSA, operates U.S. critical infrastructure for XPLR.
There have been cyberattacks and other physical attacks within the energy industry on energy infrastructure such as substations, gas pipelines and related assets and there may be such attacks in the future. In addition, the advancement of artificial intelligence has given rise to new security risks.
There have been cyberattacks and other physical attacks within the energy industry on energy infrastructure such as substations and related assets and there may be such attacks in the future. In addition, the advancement of artificial intelligence has given rise to new security risks.
NEE conducts periodic desktop exercises and an annual cybersecurity drill with the participation from time to time of local, state and U.S. federal agencies to test its capability of dealing with a simulated cyberattack.
NEE conducts periodic tabletop exercises and an annual cybersecurity drill with the participation from time to time of local, state and U.S. federal agencies to test its capability of dealing with a simulated cyberattack.
NEE also participates in industry forums and various trade groups, as well as in NERC activities, to learn and apply these incident preparedness learnings to its cybersecurity policies and procedures. NEE uses third parties to periodically assess the extent to which its cybersecurity risk management protocols align with the U.S. Department of Energy’s Cybersecurity Capability Maturity Model standard.
NEE also participates in industry forums and various trade groups, as well as in NERC activities, to learn and apply these incident preparedness learnings to its cybersecurity policies and procedures. NEE uses third parties to periodically assess the extent to which its cybersecurity risk management protocols align with the U.S.
Added
Department of Energy’s Cybersecurity Capability Maturity Model standard or to the U.S. National Institute of Standards and Technology's Cybersecurity Framework for Protecting Critical Infrastructure. Certain functions within NEE are required to comply with certain regulatory standards that are designed to protect against cybersecurity incidents, including the NERC Critical Infrastructure Protection standards.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−1 removed0 unchanged
Biggest changeItem 2. Properties XPLR and its subsidiaries maintain properties consisting of clean generation projects and, through an equity method investment, natural gas pipeline assets; the principal properties are described in Item 1. Business, which description is incorporated herein by reference.
Biggest changeItem 2. Properties XPLR and its subsidiaries maintain properties consisting of clean generation projects; the principal properties are described in Item 1. Business, which description is incorporated herein by reference. Character of Ownership Substantially all of XPLR's generation facilities are owned by XPLR subsidiaries and are currently subject to NEE Equity's approximately 51.2% noncontrolling limited partner interest in XPLR OpCo.
In addition, NEER owns noncontrolling ownership interests in certain XPLR OpCo subsidiaries and third-party investors own noncontrolling interests in certain XPLR OpCo subsidiaries. See Item 1. Certain of the generating facilities and the natural gas pipeline assets are encumbered by liens securing various financings.
In addition, NEER owns noncontrolling ownership interests in certain XPLR OpCo subsidiaries and third-party investors own noncontrolling interests in certain XPLR OpCo subsidiaries. See Item 1. Certain of the generation facilities are encumbered by liens securing various financings.
Additionally, some of the generating facilities and the natural gas pipeline assets occupy or use real property that is not owned by XPLR subsidiaries, primarily through various easements, leases, rights-of-way, permits or licenses from private landowners or governmental entities.
Additionally, some of the generation facilities occupy or use real property that is not owned by XPLR subsidiaries, primarily through various easements, leases, rights-of-way, permits or licenses from private landowners or governmental entities.
Removed
Character of Ownership Substantially all of XPLR's generating facilities and XPLR's investment in natural gas pipeline assets are owned by XPLR subsidiaries and are currently subject to NEE Equity's approximately 51.4% noncontrolling limited partner interest in XPLR OpCo.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings With regard to environmental proceedings to which a governmental authority is a party, XPLR's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million. Item 4. Mine Safety Disclosures Not applicable 28 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings See Note 16 – Legal Proceedings. With regard to environmental proceedings to which a governmental authority is a party, XPLR's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million. Item 4.
Added
Mine Safety Disclosures Not applicable 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed15 unchanged
Biggest changeIf XPLR OpCo's adjusted available cash for any quarter falls below the base incentive amount, the IDRs will be paid using the target quarterly distribution levels below calculated using the number of XPLR OpCo common units outstanding on January 30, 2017, subject to certain adjustments for repurchases, splits and combinations: Total Quarterly Distribution per XPLR OpCo Common Unit Target Amount Marginal Percentage Interest in Adjusted Available Cash XPLR OpCo Common Unitholders NEE Management Minimum Quarterly Distribution $0.1875 100% —% First Target Quarterly Distribution Above $0.1875 up to $0.215625 100% —% Second Target Quarterly Distribution Above $0.215625 up to $0.234375 85% 15% Third Target Quarterly Distribution Above $0.234375 up to $0.281250 75% 25% Thereafter Above $0.281250 50% 50% During 2023 and 2022, XPLR paid IDR fees of approximately $39 million and $152 million, respectively.
Biggest changeIf XPLR OpCo's adjusted available cash for any quarter falls below the base incentive amount, the IDRs will be paid using the target quarterly distribution levels below calculated using the number of XPLR OpCo common units outstanding on January 30, 2017, subject to certain adjustments for repurchases, splits and combinations: Total Quarterly Distribution per XPLR OpCo Common Unit Target Amount Marginal Percentage Interest in Adjusted Available Cash XPLR OpCo Common Unitholders NEE Management Minimum Quarterly Distribution $0.1875 100% —% First Target Quarterly Distribution Above $0.1875 up to $0.215625 100% —% Second Target Quarterly Distribution Above $0.215625 up to $0.234375 85% 15% Third Target Quarterly Distribution Above $0.234375 up to $0.281250 75% 25% Thereafter Above $0.281250 50% 50% During 2023, XPLR paid IDR fees of approximately $39 million.
XPLR OpCo currently expects that any cash on hand at the date of determination relating to that quarter would be reserved to pay costs and expenses of XPLR's subsidiaries, in addition to XPLR's expenses, as well as any debt service requirements, future capital expenditures and to provide for the exercise of the buyout rights relating to noncontrolling Class B members' interest under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party or by which it is bound, or its assets are subject, or otherwise for the proper conduct of XPLR OpCo's business. 29 Table of Contents In January 2025, as part of a strategic repositioning, XPLR's board and XPLR OpCo GP reserved cash for other business purposes as described above and accordingly XPLR suspended distributions to its common unitholders.
XPLR OpCo currently expects that any cash on hand at the date of determination relating to that quarter would be reserved to pay costs and expenses of XPLR's subsidiaries, in addition to XPLR's expenses, as well as any debt service requirements, future capital expenditures and to provide for the exercise of the buyout rights relating to noncontrolling Class B members' interest under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party or by which it is bound, or its assets are subject, or otherwise for the proper conduct of XPLR OpCo's business. 28 Table of Contents In January 2025, as part of a strategic repositioning, XPLR's board and XPLR OpCo GP reserved cash for other business purposes as described above and accordingly XPLR suspended distributions to its common unitholders.
The purpose of the program is not to cause XPLR’s common units to be delisted from the NYSE or to cause the common units to be deregistered with the SEC. During 2024, 2023 and 2022, there were no purchases under the program.
The purpose of the program is not to cause XPLR’s common units to be delisted from the NYSE or to cause the common units to be deregistered with the SEC. During 2025, 2024 and 2023, there were no purchases under the program.
At December 31, 2024, the dollar value of units that may yet be purchased under the program was approximately $114 million. Item 6. Reserved 30 Table of Contents
At December 31, 2025, the dollar value of units that may yet be purchased under the program was approximately $114 million. Item 6. Reserved 29 Table of Contents
As of January 31, 2025, there were 11 holders of record of XPLR's common units. Incentive Distribution Rights Fee.
As of January 31, 2026, there were 9 holders of record of XPLR's common units. Incentive Distribution Rights Fee.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

57 edited+27 added−17 removed60 unchanged
Biggest changeNet Cash Provided by (Used) in Investing Activities Years Ended December 31, 2024 2023 2022 (millions) Acquisitions of membership interests in subsidiaries – net $ — $ (661) $ (989) Capital expenditures and other investments (241) (1,269) (1,351) Proceeds from sale of a business — 1,885 204 Payments from (to) related parties under CSCS agreement – net 1,384 (1,213) (240) Distributions from equity method investee — — 15 Reimbursements from related parties for capital expenditures 66 1,063 1,161 Other – net 27 1 6 Net cash provided by (used in) investing activities $ 1,236 $ (194) $ (1,194) 37 Table of Contents The change in net cash provided by (used in) investing activities in 2024 compared to 2023 was primarily driven by higher payments from NEER subsidiaries (net of amounts paid) under the CSCS agreement and the absence of payments to acquire membership interests in subsidiaries, partly offset by the absence of proceeds from the sale of the Texas pipelines.
Biggest changeNet Cash Provided by (Used) in Investing Activities Years Ended December 31, 2025 2024 2023 (millions) Acquisitions of membership interests in subsidiaries – net $ — $ — $ (661) Capital expenditures and other investments (958) (241) (1,269) Proceeds from sale of a business — — 1,885 Proceeds from sale of equity method investments 1,139 — — Payments from (to) related parties under CSCS agreement – net 116 1,384 (1,213) Distributions from non-economic ownership interests 309 — — Reimbursements from related parties for capital expenditures — 66 1,063 Other – net 24 27 1 Net cash provided by (used in) investing activities $ 630 $ 1,236 $ (194) The change in net cash provided by investing activities in 2025 compared to 2024 was primarily driven by lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement and higher capital expenditures and other investments, net of reimbursements, partly offset by proceeds from the sale of equity method investments and distributions from non-economic ownership interests. 37 Table of Contents Net Cash Used in Financing Activities Years Ended December 31, 2025 2024 2023 (millions) Proceeds from issuance of common units – net $ 4 $ 3 $ 315 Issuances (retirements) of long-term debt – net 945 (991) 839 Partner contributions (distributions) – net (371) (753) (741) Proceeds related to differential membership interests – net 144 114 207 Buyout of differential membership investors (75) (16) (187) Proceeds (payments) related to Class B noncontrolling interests – net (86) (92) 31 Buyout of Class B noncontrolling interest investors (1,150) (254) (972) Debt issuance costs (73) (2) (12) Other – net (12) (11) (7) Net cash used in financing activities $ (674) $ (2,002) $ (527) The change in net cash used in financing activities in 2025 compared to 2024 primarily reflects issuances of long-term debt in 2025 compared to retirements in 2024 and lower partner distributions, partly offset by larger buyouts of Class B noncontrolling interest investors and differential membership investors.
Discontinued Operations Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the board, commits to a plan to sell and a sale is expected to be completed within one year.
Assets Held for Sale and Discontinued Operations Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the board, commits to a plan to sell and a sale is expected to be completed within one year.
Income Tax Expense (Benefit) XPLR recognizes in income its applicable ownership share of income taxes due to the disregarded tax status of substantially all of the projects under XPLR OpCo. Net income or loss attributable to noncontrolling interests includes minimal income taxes.
Income Tax Benefit XPLR recognizes in income its applicable ownership share of income taxes due to the disregarded tax status of substantially all of the projects under XPLR OpCo. Net income or loss attributable to noncontrolling interests includes minimal income taxes.
Net Loss (Income) Attributable to Noncontrolling Interests During the years ended December 31, 2024 and 2023, net loss (income) attributable to noncontrolling interests primarily reflects the net income or loss attributable to NEE Equity's noncontrolling interest in XPLR OpCo, a non-affiliated party's interest in Star Moon Holdings, LLC, the loss allocated to differential membership interest investors, the income allocated to Class B noncontrolling membership interests and NEER's noncontrolling ownership interests in Silver State South Solar, LLC, Sunlight Renewables Holdings, LLC and Emerald Breeze Holdings, LLC.
Net Loss (Income) Attributable to Noncontrolling Interests During the years ended December 31, 2025 and 2024, net loss attributable to noncontrolling interests primarily reflects the net income or loss attributable to NEE Equity's noncontrolling interest in XPLR OpCo, a non-affiliated party's interest in Star Moon Holdings, LLC, the loss allocated to differential membership interest investors, the income allocated to Class B noncontrolling membership interests and NEER's noncontrolling ownership interests in Silver State South Solar, LLC, Sunlight Renewables Holdings, LLC and Emerald Breeze Holdings, LLC.
At December 31, 2024, XPLR and its direct subsidiary were in compliance with these required ratios. Under the XPLR OpCo credit facility, XPLR OpCo's ability to pay cash distributions is subject to certain other restrictions. For a discussion of the XPLR OpCo credit facility, see Note 13.
At December 31, 2025, XPLR and its direct subsidiary were in compliance with these required ratios. Under the XPLR OpCo credit facility, XPLR OpCo's ability to pay cash distributions is subject to certain other restrictions. For a discussion of the XPLR OpCo credit facility, see Note 13.
The comparison of the cash flows for the years ended December 31, 2023 and 2022 are included in Management's Discussion in XPLR's Annual Report on Form 10-K for the year ended December 31, 2023.
The comparison of the cash flows for the years ended December 31, 2024 and 2023 are included in Management's Discussion in XPLR's Annual Report on Form 10-K for the year ended December 31, 2024.
In January 2023, XPLR completed the sale of a 62 MW wind project located in North Dakota and in December 2023, XPLR sold its Texas pipelines which has been presented as discontinued operations (see Note 2 – Disposal of Wind Project and – Discontinued Operations and Note 4).
In January 2023, XPLR completed the sale of a 62 MW wind project located in North Dakota and in December 2023, XPLR sold its Texas pipelines which has been presented as discontinued operations (see Note 2 – Disposal of Wind Project and – Assets Held for Sale and Discontinued Operations and Note 4).
See Note 7 – Nonrecurring Fair Value Measurements regarding an impairment loss on one of XPLR's equity method investments. Purchase Accounting Certain assumptions and estimates are employed in determining the fair value of assets acquired and liabilities assumed and, for business acquisitions, in determining the allocation of goodwill to a reporting unit.
See Note 7 – Nonrecurring Fair Value Measurements regarding an impairment loss on one of XPLR's equity method investments which occurred during 2024. Purchase Accounting Certain assumptions and estimates are employed in determining the fair value of assets acquired and liabilities assumed and, for business acquisitions, in determining the allocation of goodwill to a reporting unit.
For business acquisitions, the allocation of the purchase price may be modified up to one year from the date of the acquisition if new information is obtained about the fair value of assets acquired and liabilities assumed.
For business acquisitions, the allocation of the purchase price may be modified up to one year from the date of the acquisition if new information is obtained about the fair value of assets acquired and liabilities assumed. See Note 3.
Liquidity and Capital Resources XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 15, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 13 and Note 6) and distributions to the holders of noncontrolling interests.
See Note 4. 33 Table of Contents Liquidity and Capital Resources XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 15, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 13 and Note 6) and distributions to the holders of noncontrolling interests.
During 2023 and 2022, XPLR issued approximately 1.7 million XPLR common units and 0.8 million XPLR common units, respectively, upon NEE Equity's exchange of XPLR OpCo common units on a one-for-one basis. In July 2024, XPLR filed a shelf registration statement with the SEC for an unspecified amount of securities, which became effective upon filing.
During 2023, XPLR issued approximately 1.7 million XPLR common units upon NEE Equity's exchange of XPLR OpCo common units on a one-for-one basis. In July 2024, XPLR filed a shelf registration statement with the SEC for an unspecified amount of securities, which became effective upon filing.
At December 31, 2024, XPLR had interest rate contracts with a net notional amount of approximately $5.5 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, XPLR’s net derivative assets at December 31, 2024 would decrease by approximately $118 million.
At December 31, 2025, XPLR had interest rate contracts with a net notional amount of approximately $2.2 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, XPLR’s net derivative assets at December 31, 2025 would decrease by approximately $44 million.
Additionally, any investments to improve and expand XPLR's existing portfolio, including repowering of renewable energy projects, or any investment opportunities in areas adjacent to its existing clean energy assets could impact future revenues. Operating revenues increased $152 million during the year ended December 31, 2024.
Additionally, any investments to improve and expand XPLR's existing portfolio, including repowering of renewable energy projects, or any investment opportunities in areas adjacent to its existing clean energy assets could impact future revenues. Operating revenues decreased $42 million during the year ended December 31, 2025.
See Note 14 – Class B Noncontrolling Interests. XPLR has an at-the-market equity issuance program (ATM program), which was renewed in 2023, pursuant to which XPLR may issue, from time to time, up to $500 million of its common units. During 2024, XPLR did not issue any common units under the ATM program.
See Note 14 – Class B Noncontrolling Interests. XPLR has an ATM program, which was renewed in 2023, pursuant to which XPLR may issue, from time to time, up to $500 million of its common units. During 2025 and 2024, XPLR did not issue any common units under the ATM program.
See Note 4. Quantitative and Qualitative Disclosures About Market Risk XPLR is exposed to market risks in its normal business activities. Market risk is measured as the potential loss that may result from hypothetical reasonably possible market changes associated with its business over the next year. The types of market risks include interest rate and counterparty credit risks.
See Note 4. Quantitative and Qualitative Disclosures About Market Risk XPLR is exposed to market risks in its normal business activities. Market risk is measured as the potential loss that may result from hypothetical reasonably possible market changes associated with its business over the next year.
For the year ended December 31, 2023, XPLR recorded income tax benefit of $25 million on loss from continuing operations before income taxes of $257 million, resulting in an effective tax rate of approximately 10%.
For the year ended December 31, 2023, XPLR recorded income tax benefit of $25 million on income from continuing operations before income taxes of $279 million, resulting in an effective tax rate of approximately 9%.
Interest expense decreased $224 million during the year ended December 31, 2024 primarily reflecting approximately $268 million of favorable mark-to-market activity ($146 million of gains recorded in 2024 compared to $122 million of losses recorded in 2023), partly offset by $30 million of higher interest expense due to higher interest rates on the average debt outstanding and $15 million relating to projects acquired in 2023.
Interest expense decreased $200 million during the year ended December 31, 2024 primarily reflecting approximately $243 million of favorable mark-to-market activity ($109 million of gains recorded in 2024 compared to $134 million of losses recorded in 2023), partly offset by $30 million of higher interest expense due to higher interest rates on the average debt outstanding and $15 million relating to projects acquired in 2023.
If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo. 34 Table of Contents Liquidity Position At December 31, 2024, XPLR's liquidity position was approximately $2,530 million.
If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo. Liquidity Position At December 31, 2025, XPLR's liquidity position was approximately $3,421 million.
At December 31, 2024, XPLR and its subsidiaries were in compliance with all financial debt covenants under their financings. 35 Table of Contents Equity Arrangements Certain XPLR OpCo subsidiaries have issued and sold noncontrolling Class B membership interests in their subsidiaries.
At December 31, 2025, XPLR and its subsidiaries were in compliance with all financial debt covenants under their financings. Equity Arrangements Certain XPLR OpCo subsidiaries have issued and sold noncontrolling Class B membership interests in their subsidiaries.
XPLR expects XPLR OpCo to establish cash reserves prior to making distributions, if any, to XPLR to pay costs and expenses of XPLR's subsidiaries, in addition to XPLR's expenses, as well as any debt service requirements, future capital expenditures and to provide for the exercise of the buyout rights relating to noncontrolling Class B members' interest under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party or by which it is bound, or its assets are subject, or otherwise for the proper conduct of XPLR OpCo's business. 36 Table of Contents XPLR OpCo's partnership agreement requires it to distribute all of its available cash to its unitholders, including XPLR, each quarter.
XPLR expects XPLR OpCo to establish cash reserves prior to making distributions, if any, to XPLR to pay costs and expenses of XPLR's subsidiaries, in addition to XPLR's expenses, as well as any debt service requirements, future capital expenditures and to provide for the exercise of the buyout rights relating to noncontrolling Class B members' interest under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party or by which it is bound, or its assets are subject, or otherwise for the proper conduct of XPLR OpCo's business.
The tax benefit is primarily comprised of federal tax benefits of approximately $96 million at the U.S. federal statutory rate of 21% and $32 million of renewable energy tax credits, partly offset by tax expense of $82 million related to tax attributable to noncontrolling interests. See Note 8.
The tax benefit is primarily comprised of federal tax benefit of approximately $95 million at the U.S. federal statutory rate of 21% and $32 million of clean energy tax credits, partly offset by tax expense of $85 million related to tax attributable to noncontrolling interests. See Note 8.
During 2023 and 2022, XPLR issued approximately 5.1 million common units and 1.8 million common units under the ATM program for gross proceeds of approximately $316 million and $145 million, respectively. As of December 31, 2024, XPLR may issue up to approximately $337 million in additional common units under the ATM program. See Note 14 – ATM Program.
During 2023, XPLR issued approximately 5.1 million common units under the ATM program for gross proceeds of approximately $316 million. As of December 31, 2025, XPLR may issue up to approximately $337 million in additional common units under the ATM program. See Note 14 – ATM Program.
For the year ended December 31, 2024, XPLR recorded income tax benefit of $46 million on loss from continuing operations before income taxes of $457 million, resulting in an effective tax rate of approximately 10%.
For the year ended December 31, 2024, XPLR recorded income tax benefit of $42 million on loss from continuing operations before income taxes of $454 million, resulting in an effective tax rate of approximately 9%.
The tax benefit is primarily comprised of federal tax benefits of approximately $54 million at the U.S. federal statutory rate of 21% and $28 million of renewable energy tax credits, partly offset by tax expense of $54 million related to tax attributable to noncontrolling interests. See Note 8.
The income tax benefit is primarily comprised of federal tax benefit of approximately $59 million at the U.S. federal statutory rate of 21% and $28 million of clean energy tax credits, partly offset by $59 million related to tax attributable to noncontrolling interests. See Note 8.
Generally, available cash is all cash on hand at the date of determination relating to that quarter (including any expected distributions from XPLR OpCo), less the amount of cash reserves established by the board.
Cash Distributions to Unitholders XPLR's partnership agreement requires it to distribute all of its available cash quarterly. Generally, available cash is all cash on hand at the date of determination relating to that quarter (including any expected distributions from XPLR OpCo), less the amount of cash reserves established by the board.
The investment, development and buyout opportunities are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness or capital raised pursuant to other financing structures, cash on hand and cash generated from operations and divestitures, and may be funded with issuances of additional XPLR common units, including under its ATM program.
The investment, development and buyout opportunities are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness or capital raised pursuant to other financing structures, cash on hand and cash generated from operations and sales of clean energy tax credits (see Note 2 – Income Taxes), and may be funded with divestitures or issuances of additional XPLR common units, including under its at-the-market equity issuance program (ATM program).
In 2023, XPLR paid aggregate consideration of approximately $792 million in cash for the buyout of all of the Class B noncontrolling membership interests in South Texas Midstream, LLC and $180 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II, LLC.
In 2023, XPLR paid aggregate consideration of approximately $792 million in cash for the buyout of all of the Class B noncontrolling membership interests in South Texas Midstream, LLC, XPLR's subsidiary which owned natural gas pipelines in Texas (see Note 4), and $180 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II.
Management believes that XPLR's liquidity position and cash flows from operations will be adequate to finance O&M expenses, maintenance capital expenditures, distributions to the holders of noncontrolling interests and liquidity commitments. Management continues to regularly monitor XPLR's financing needs consistent with prudent balance sheet management.
See Note 13. 34 Table of Contents Management believes that XPLR's liquidity position and cash flows from operations will be adequate to finance O&M expenses, maintenance capital expenditures and liquidity commitments. Management continues to regularly monitor XPLR's financing needs consistent with prudent balance sheet management.
In January 2025, as part of a strategic repositioning, XPLR's board and XPLR OpCo GP reserved cash for other business purposes as described above and accordingly XPLR suspended distributions to its common unitholders. During 2024 and 2023, XPLR distributed approximately $335 million and $309 million, respectively, to its common unitholders.
In January 2025, as part of a strategic repositioning, XPLR's board and XPLR OpCo GP reserved cash for other business purposes as described above and accordingly XPLR suspended distributions to its common unitholders. Throughout 2025, XPLR's board and XPLR OpCo GP have continued to reserve cash for other business purposes as described above.
Overview Company Description XPLR is a limited partnership that, through its ownership in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets including wind, solar and battery storage projects and an investment in natural gas pipeline assets.
Overview Company Description XPLR is a limited partnership that, through its ownership in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets including wind, solar and battery storage projects. XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo.
See Note 7 – Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, the fair value of XPLR's long-term debt would increase by approximately $40 million at December 31, 2024.
Based upon a hypothetical 10% decrease in interest rates, the fair value of XPLR's long-term debt would increase by approximately $122 million at December 31, 2025.
Other – net During the year ended December 31, 2024, the change in other – net primarily reflects interest income of approximately $36 million from NEER for cash sweep amounts held relating to proceeds from the sale of the Texas pipelines (see Note 4 and Note 15).
Other – net For the year ended December 31, 2025, the decrease in other – net primarily reflects the absence of interest income from NEER on cash sweep amounts held relating to the proceeds from the December 2023 sale of the Texas pipelines (see Note 4 and Note 15), partly offset by interest income earned on cash on hand.
In 2024, XPLR paid aggregate consideration of approximately $187 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II, LLC, formerly known as NEP Renewables II, LLC, and $67 million in cash for the buyout of 25% of the originally issued Class B noncontrolling membership interests in XPLR Infrastructure Pipelines, LLC, formerly known as NextEra Energy Partners Pipelines, LLC.
See Note 14 – Class B Noncontrolling Interests. 35 Table of Contents In 2024, XPLR paid aggregate consideration of approximately $187 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II, and $67 million in cash for the buyout of 25% of the originally issued Class B noncontrolling membership interests in XPLR Pipelines.
See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. 2023 Compared to 2022 The comparison of the results of operations for the years ended December 31, 2023 and 2022 is included in Management's Discussion in XPLR's Annual Report on Form 10-K for the year ended December 31, 2023.
See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. 2024 Compared to 2023 The comparison of the results of operations for the years ended December 31, 2024 and 2023 is included in Management's Discussion in XPLR's Annual Report on Form 10-K for the year ended December 31, 2024, except for those line items discussed below which were impacted by the sale of ownership interests in Meade and resulting presentation as discontinued operations.
However, XPLR OpCo GP may reserve cash that otherwise would be available for distribution to unitholders, including XPLR, for other business purposes in its discretion. Generally, XPLR OpCo's available cash is all cash on hand at the date of determination relating to that quarter, plus any funds borrowed, less the amount of cash reserves established by XPLR OpCo GP.
Generally, XPLR OpCo's available cash is all cash on hand at the date of determination relating to that quarter, plus any funds borrowed, less the amount of cash reserves established by XPLR OpCo GP.
Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings.
However, certain of XPLR's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings.
Credit Ratings XPLR’s liquidity, ability to access credit and capital markets and cost of borrowings is dependent on its credit ratings. At February 21, 2025, Moody’s Investors Service, Inc. (Moody’s), S&P Global Ratings (S&P) and Fitch Ratings, Inc.
During 2024, XPLR distributed approximately $335 million to its common unitholders. 36 Table of Contents Credit Ratings XPLR’s liquidity, ability to access credit and capital markets and cost of borrowings is dependent on its credit ratings. At February 17, 2026, Moody’s Investors Service, Inc. (Moody’s), S&P Global Ratings (S&P) and Fitch Ratings, Inc.
The table below provides the components of XPLR’s liquidity position: December 31, 2024 Maturity Date (millions) Cash and cash equivalents $ 283 Amounts due under the CSCS agreement 127 Revolving credit facility (a) 2,500 2029 Less borrowings (b) (330) Less issued letters of credit (50) Total $ 2,530 ____________________ (a) At December 31, 2024, approximately $50 million had a maturity date in 2025 and an additional $90 million had a maturity date in 2028.
The table below provides the components of XPLR’s liquidity position: December 31, 2025 Maturity Date (millions) Cash and cash equivalents $ 960 Amounts due under the CSCS agreement 11 Revolving credit facility (a)(b) 2,450 2029 Total $ 3,421 ____________________ (a) At December 31, 2025, approximately $90 million of the XPLR OpCo credit facility expires in 2028.
Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations and the amortization of finite-lived intangible assets.
Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations and the amortization of finite-lived intangible assets. Depreciation and amortization expense increased $14 million during the year ended December 31, 2025 primarily due to depreciation and amortization associated with wind site repower projects in 2025.
Results of Operations Years Ended December 31, 2024 2023 2022 (millions) OPERATING REVENUES $ 1,230 $ 1,078 $ 969 OPERATING EXPENSES Operations and maintenance 504 520 527 Depreciation and amortization 550 521 394 Goodwill impairment charge 575 — — Taxes other than income taxes and other – net 73 65 40 Total operating expenses – net 1,702 1,106 961 GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET 13 — 36 OPERATING INCOME (LOSS) (459) (28) 44 OTHER INCOME (DEDUCTIONS) Interest expense (170) (394) 848 Equity in earnings of equity method investees 107 152 177 Equity in earnings of non-economic ownership interests 18 4 56 Other – net 47 9 5 Total other income (deductions) – net 2 (229) 1,086 INCOME (LOSS) BEFORE INCOME TAXES (457) (257) 1,130 INCOME TAX EXPENSE (BENEFIT) (46) (25) 161 INCOME (LOSS) FROM CONTINUING OPERATIONS (411) (232) 969 INCOME FROM DISCONTINUED OPERATIONS, net of tax expense of $59 million and $10 million, respectively — 450 152 NET INCOME (LOSS) (411) 218 1,121 NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 388 (18) (644) NET INCOME (LOSS) ATTRIBUTABLE TO XPLR $ (23) $ 200 $ 477 31 Table of Contents 2024 Compared to 2023 Operating Revenues Operating revenues primarily consist of income from the sale of energy under XPLR's PPAs, partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs (see Note 2 – Intangible Assets – PPAs and – Intangible Liabilities – PPAs).
XPLR will assess any further developments for potential impacts in future periods. 30 Table of Contents Results of Operations Years Ended December 31, 2025 2024 2023 (millions) OPERATING REVENUES $ 1,188 $ 1,230 $ 1,078 OPERATING EXPENSES Operations and maintenance 498 504 520 Depreciation and amortization 564 550 521 Goodwill impairment charge 253 575 — Taxes other than income taxes and other – net 68 73 65 Total operating expenses – net 1,383 1,702 1,106 GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET 9 13 — OPERATING LOSS (186) (459) (28) OTHER INCOME (DEDUCTIONS) Interest expense (437) (145) (345) Equity in earnings of equity method investees 127 85 81 Equity in earnings (losses) of non-economic ownership interests (3) 18 4 Other – net 22 47 9 Total other income (deductions) – net (291) 5 (251) LOSS BEFORE INCOME TAXES (477) (454) (279) INCOME TAX BENEFIT (78) (42) (25) LOSS FROM CONTINUING OPERATIONS (399) (412) (254) INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax expense (benefit) of $(8), $(4), and $59, respectively (37) 1 472 NET INCOME (LOSS) (436) (411) 218 NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 408 388 (18) NET INCOME (LOSS) ATTRIBUTABLE TO XPLR $ (28) $ (23) $ 200 2025 Compared to 2024 Operating Revenues Operating revenues primarily consist of income from the sale of energy under XPLR's PPAs, partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs (see Note 2 – Intangible Assets – PPAs and – Intangible Liabilities – PPAs).
Equity in Earnings of Non-Economic Ownership Interests Equity in earnings of non-economic ownership interests increased $14 million for the year ended December 31, 2024 primarily reflecting debt payoff in 2024.
Equity in Earnings (Losses) of Non-Economic Ownership Interests Equity in earnings of non-economic ownership interests decreased $21 million for the year ended December 31, 2025 primarily reflecting an unwinding of non-economic ownership interests in 2025. See Note 11.
Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 6). XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates.
XPLR manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 6).
Cash Flows The following table reflects the cash flows for the comparative periods: Years Ended December 31, 2024 2023 2022 (millions) Net cash provided by operating activities $ 800 $ 731 $ 776 Net cash provided by (used in) investing activities $ 1,236 $ (194) $ (1,194) Net cash provided by (used in) financing activities $ (2,002) $ (527) $ 551 Net Cash Provided by Operating Activities The increase in net cash provided by operating activities in 2024 compared to 2023 was primarily driven by the timing of transactions impacting working capital, higher resource, lower O&M expenses primarily due to the suspension of the IDR fee which is recorded in O&M and higher operating cash flows associated with the renewable energy projects acquired in 2023, partly offset by the loss of cash flows from the Texas pipelines.
Cash Flows The following table reflects the cash flows for the comparative periods: Years Ended December 31, 2025 2024 2023 (millions) Net cash provided by operating activities $ 739 $ 800 $ 731 Net cash provided by (used in) investing activities $ 630 $ 1,236 $ (194) Net cash used in financing activities $ (674) $ (2,002) $ (527) Net Cash Provided by Operating Activities The decrease in net cash provided by operating activities in 2025 compared to 2024 was primarily driven by the absence of a customer's settlement payment on the early termination of a PPA which occurred in 2024, lower revenue due to unfavorable wind resource and the timing of transactions impacting working capital.
At December 31, 2024, approximately 92% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged. At December 31, 2024, the estimated fair value of XPLR's long-term debt was approximately $5.2 billion and the carrying value of the long-term debt was $5.3 billion.
XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At December 31, 2025, approximately 98% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged.
Interest Rate Risk XPLR is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. XPLR manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt.
The types of market risks include interest rate and counterparty credit risks. 39 Interest Rate Risk XPLR is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings.
In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of XPLR's financings provide for interest payable at a fixed interest rate. However, certain of XPLR's financings accrue interest at variable rates based on an underlying index plus a margin.
XPLR OpCo and certain indirect subsidiaries are also subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of XPLR's financings provide for interest payable at a fixed interest rate.
Equity in Earnings of Equity Method Investees Equity in earnings of equity method investees decreased $45 million for the year ended December 31, 2024 primarily due to an impairment charge of approximately $49 million ($43 million after tax) related to the investment in Meade recorded in December 2024 (see Note 7 – Nonrecurring Fair Value Measurements), partly offset by favorable mark-to-market activity on interest rate contracts in 2024.
Equity in Earnings of Equity Method Investees Equity in earnings of equity method investees increased $4 million for the year ended December 31, 2024 primarily due to favorable mark-to-market activity on interest rate contracts in 2024.
Income from Discontinued Operations Income from discontinued operations for the year ended December 31, 2023 reflects the gain recognized on the sale of the Texas pipelines of approximately $375 million ($329 million after tax) as well as the operations of the Texas pipelines prior to the sale in December 2023. See Note 4.
Income from Discontinued Operations Income from discontinued operations decreased approximately $471 million for the year ended December 31, 2024 which primarily reflects the absence of the gain recognized on the sale of the Texas pipelines of approximately $375 million ($329 million after tax) and $122 million relating to the operations for the Texas pipelines in 2023, and the change in results of the Meade pipeline investment and interest on related project-level indebtedness of $21 million ($1 million in 2024 compared to $22 million in 2023).
For the years ended December 31, 2024 and 2023, XPLR had capital expenditures, excluding the purchase prices of acquired projects, of approximately $241 million and $1,269 million, respectively. The 2024 capital expenditures primarily relate to wind turbine repowering.
For the years ended December 31, 2025 and 2024, XPLR had capital expenditures of approximately $958 million and $241 million, respectively, which primarily relate to wind turbine repowering. Estimates of planned capital expenditures, including those relating to expected repowering of existing projects, are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.
Financing Arrangements As of February 21, 2025, XPLR OpCo and its direct subsidiary are parties to a $2,450 million revolving credit facility (XPLR OpCo credit facility) substantially all of which matures in February 2029. During 2024, $330 million was drawn under the XPLR OpCo credit facility and at December 31, 2024 this same amount was outstanding.
Financing Arrangements As of February 17, 2026, XPLR OpCo and its direct subsidiary are parties to a $1,250 million revolving credit facility (XPLR OpCo credit facility) which matures in February 2031.
O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long term, operating income or operating capacity.
O&M expenses also include the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long term, operating income or operating capacity. 31 Table of Contents O&M expenses decreased $6 million during the year ended December 31, 2025 primarily relating to vendor credits for unplanned O&M expenses, partly offset by dismantlement costs associated with repowering of wind facilities and higher land lease and rent expense.
XPLR's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests. During 2023 and 2022, XPLR acquired interests in various projects as discussed in Note 3.
At December 31, 2025, XPLR owned an approximately 48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2% limited partner interest in XPLR OpCo. XPLR's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.
Gains on Disposal of Businesses/Assets – net The $13 million net gains on disposal of businesses/assets recognized during the year ended December 31, 2024 primarily reflects insurance recoveries on three permanently damaged wind turbines. 32 Table of Contents Other Income (Deductions) Interest Expense Interest expense primarily consists of interest under long-term debt agreements and mark-to-market gains and losses on interest rate contracts.
See Note 4. Other Income (Deductions) Interest Expense Interest expense primarily consists of interest under long-term debt agreements and mark-to-market gains and losses on interest rate contracts.
Depreciation and amortization expense increased $29 million during the year ended December 31, 2024 primarily due to depreciation and amortization associated with the clean energy projects acquired or placed in service in 2023. Goodwill Impairment Charge The $575 million goodwill impairment charge recognized during the year ended December 31, 2024 reflects the non-cash goodwill impairment charge recognized in December 2024.
Goodwill Impairment Charge The $253 million goodwill impairment charge recognized during the year ended December 31, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025 and the $575 million goodwill impairment charge recognized during the year ended December 31, 2024 reflects the non-cash goodwill impairment charge recognized in the fourth quarter of 2024.
The increase primarily reflects higher revenues of approximately $52 million associated with the clean energy projects acquired or placed in service in 2023 (see Note 3), $41 million due to a customer's settlement payment on the early termination of a PPA, $32 million due to favorable wind resource (98% of long-term average wind speeds in 2024 compared to 93% in 2023) and $24 million due to a change in a commodity contract derivative related to favorable mark-to-market activity.
The decrease primarily reflects lower revenues of approximately $41 million due to absence of a customer's settlement payment on the early termination of a PPA in 2024, $27 million due to unfavorable wind resource (97% of long-term average wind speeds in 2025 compared to 98% in 2024) and $12 million relating to the absence of prior year impacts from an amendment to a derivative contract, partly offset by $33 million due to higher prices for wind and higher revenues from storage and solar resource.
In January 2025, XPLR announced a strategic repositioning, including suspension of the distribution to its common unitholders and a plan to sell its ownership interest in Meade in the second half of 2025 and the assets underlying XPLR Renewables III, LLC, formerly known as NEP Renewables III, LLC, in 2027.
In January 2025, XPLR announced a strategic repositioning, including suspension of the distribution to its common unitholders and in September 2025, indirect subsidiaries of XPLR completed the sale of their ownership interests in Meade, which owned the Meade pipeline investment, which has been presented as discontinued operations for all periods presented (see Note 2 – Assets Held for Sale and Discontinued Operations and Note 4).
During the year ended December 31, 2023, net income attributable to noncontrolling interests also reflects the net income or loss attributable to a non-affiliated party's interest in one of the Texas pipelines which was sold in December 2023 (see Note 4). 33 Table of Contents During the year ended December 31, 2024, the change in net loss (income) attributable to noncontrolling interests primarily reflects lower net income allocation of approximately $299 million to NEE Equity's noncontrolling interest in 2024 compared to 2023, higher net loss allocation of $69 million to differential membership interest investors resulting from higher renewable energy tax credits due to favorable wind resource, a higher net loss allocation of $20 million to differential membership interest investors resulting from the renewable energy projects acquired in 2023 and $25 million of lower net income allocation to Class B noncontrolling interest investors primarily due to buyouts in 2023.
For the year ended December 31, 2025, the change in net loss attributable to noncontrolling interests primarily reflects lower net income attributable to Class B noncontrolling interest of $62 million ($246 million in 2025 compared to $308 million in 2024), primarily due to the purchase of the Class B membership interests in XPLR Renewables II, LLC (XPLR Renewables II) in April 2025 and XPLR Infrastructure Pipelines, LLC (XPLR Pipelines) in September 2025, and the change in the net income or loss attributable to NEE Equity's noncontrolling interests of $36 million ($32 million net loss in 2025 compared to $4 million of net income in 2024), partly offset by lower net loss allocated to differential membership interest investors of $82 million ($701 million in 2025 compared to $783 million in 2024).
Removed
XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At December 31, 2024, XPLR owned an approximately 48.6% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.4% limited partner interest in XPLR OpCo.
Added
During 2023, XPLR acquired interests in various projects as discussed in Note 3.
Removed
In 2022, XPLR sold its ownership interests in a pipeline (see Note 2 – Disposal of Pipeline).
Added
XPLR is evaluating options relating to the assets underlying XPLR Renewables III, LLC, including a potential sale.
Removed
O&M expenses decreased $16 million during the year ended December 31, 2024 primarily due to approximately $61 million of lower other corporate expenses primarily relating to the suspension of the IDR fee and absence of costs related to the disposal of the Texas pipelines which occurred in 2023, partly offset by $31 million of higher operating costs and $14 million related to the renewable energy projects acquired in 2023.
Added
In February 2026, a subsidiary of XPLR signed a sale and co-investment agreement with a subsidiary of NEER under which XPLR will sell certain interconnection assets and rights at certain sites and has the option to co-invest with NEER at four of those sites from 25% up to 49% in new battery storage projects.
Removed
In May 2023, the MSA was amended to suspend the IDR fee to be paid by XPLR in respect to each calendar quarter beginning with the IDR fee related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. See Item 5 – Incentive Distribution Rights Fee.
Added
See Note 2 – Sale and Co-investment Agreement.
Removed
See Note 7 – Nonrecurring Fair Value Measurements. Taxes Other than Income Taxes and Other – net Taxes other than income taxes and other – net increased $8 million during the year ended December 31, 2024 primarily due to the absence of property tax refunds.
Added
A number of legislative, executive and administrative activities occurred in 2025 that affect XPLR including 1) the enactment of the OBBBA which, among other things, modified tax legislation affecting clean energy tax credits, 2) the issuance of a number of federal executive orders and presidential actions, 3) the imposition of tariffs on a variety of imports, and 4) the issuance of guidance by various federal agencies.
Removed
In February 2025, $50 million of the available capacity matured which reduced the available balance to $2,450 million. (b) At December 31, 2024, approximately $7 million had a maturity date in February 2025, which amount was subsequently funded by the remaining participating lenders, and an additional $13 million had a maturity date in 2028.
Added
A number of similar activities remain pending or are in various phases of implementation, such as certain Treasury Department rulemaking authorized by the OBBBA, trade investigations that may lead to additional tariffs or place limitations on imports of certain materials and ordered reviews of, or process or policy changes with respect to, federal permitting and approvals for wind and solar projects.
Removed
During 2022, XPLR issued $500 million in aggregate principal amount of 2.50% convertible senior notes due in 2026. See Note 13. XPLR OpCo and certain indirect subsidiaries are also subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios.
Added
There has been no material impact on XPLR's operations or financial performance as a result of these developments and XPLR believes that the previously announced wind repowering program will qualify for clean energy tax credits if placed into service as planned.
Removed
See Note 14 – Class B Noncontrolling Interests.
Added
See Note 7 – Nonrecurring Fair Value Measurements. Other Income (Deductions) Interest Expense Interest expense primarily consists of interest under long-term debt agreements and mark-to-market gains and losses on interest rate contracts.
Removed
The 2023 capital expenditures primarily relate to the assets acquired from NEER in December 2022 which were acquired under construction or had recently been placed in service (see Note 3). Such expenditures were reimbursed by NEER as contemplated in the acquisition.
Added
Interest expense increased $292 million during the year ended December 31, 2025 primarily reflecting approximately $201 million of unfavorable mark-to-market activity ($92 million of losses recorded in 2025 compared to $109 million of gains recorded in 2024) and $91 million of higher interest expense due to higher average debt outstanding.
Removed
Estimates of planned capital expenditures, including those relating to expected repowering of existing projects, are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates. Cash Distributions to Unitholders XPLR's partnership agreement requires it to distribute all of its available cash quarterly.
Added
Equity in Earnings of Equity Method Investees Equity in earnings of equity method investees increased $42 million for the year ended December 31, 2025 primarily due to an approximately $28 million gain on sale of an equity method investment in solar distributed generation assets in September 2025 and favorable mark-to-market activity on interest rate contracts and lower interest expense in 2025.
Removed
Net Cash Provided by (Used in) Financing Activities Years Ended December 31, 2024 2023 2022 (millions) Proceeds from issuance of common units – net $ 3 $ 315 $ 147 Issuances (retirements) of long-term debt – net (991) 839 (39) Partner contributions (distributions) – net (753) (741) (634) Proceeds related to differential membership interests – net 98 20 202 Proceeds (payments) related to Class B noncontrolling interests – net (92) 31 952 Buyout of Class B noncontrolling interest investors (254) (972) — Debt issuance costs (2) (12) (17) Capped call transactions — — (31) Other – net (11) (7) (29) Net cash provided by (used in) financing activities $ (2,002) $ (527) $ 551 The change in net cash provided by (used in) financing activities in 2024 compared to 2023 primarily reflects retirement of long-term debt in 2024 compared to issuances of long-term debt in 2023 and lower proceeds related to the issuance of common units, partly offset by lower payments to buy out Class B noncontrolling interest investors.
Added
For the year ended December 31, 2025, XPLR recorded income tax benefit of $78 million on loss from continuing operations before income taxes of $477 million, resulting in an effective tax rate of approximately 16%.
Removed
See Note 3. 39 Table of Contents Goodwill Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of net assets acquired. For goodwill, an assessment for impairment is performed annually or whenever an event indicating impairment may have occurred.

… 21 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

180 edited+55 added−60 removed103 unchanged
Biggest changeThe accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 45 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (millions) Years Ended December 31, 2024 2023 2022 NET INCOME (LOSS) $ (411) $ 218 $ 1,121 OTHER COMPREHENSIVE INCOME, NET OF TAX Other comprehensive income related to equity method investee (net of $0 tax expense, $0 tax expense and $0 tax expense, respectively) 1 2 2 Total other comprehensive income, net of tax 1 2 2 COMPREHENSIVE INCOME (LOSS) (410) 220 1,123 Comprehensive loss (income) attributable to noncontrolling interests 388 (20) (645) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO XPLR $ (22) $ 200 $ 478 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 46 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED BALANCE SHEETS (millions) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 283 $ 274 Accounts receivable 105 114 Other receivables 86 64 Due from related parties 148 1,575 Inventory 108 82 Other 130 107 Total current assets 860 2,216 Other assets: Property, plant and equipment – net 14,555 14,837 Intangible assets – PPAs – net 1,817 1,987 Goodwill 253 833 Investments in equity method investees 1,784 1,853 Other 1,023 785 Total other assets 19,432 20,295 TOTAL ASSETS $ 20,292 $ 22,511 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 65 $ 72 Due to related parties 159 87 Current portion of long-term debt 705 1,348 Accrued interest 46 38 Accrued property taxes 32 43 Other 80 83 Total current liabilities 1,087 1,671 Other liabilities and deferred credits: Long-term debt 4,609 4,941 Asset retirement obligations 366 331 Due to related parties 43 53 Intangible liabilities – PPAs – net 1,121 1,210 Other 200 248 Total other liabilities and deferred credits 6,339 6,783 TOTAL LIABILITIES 7,426 8,454 COMMITMENTS AND CONTINGENCIES EQUITY Common units (93.5 and 93.4 units issued and outstanding, respectively) 3,221 3,576 Accumulated other comprehensive loss (6) (7) Noncontrolling interests 9,651 10,488 TOTAL EQUITY 12,866 14,057 TOTAL LIABILITIES AND EQUITY $ 20,292 $ 22,511 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 47 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF CASH FLOWS (millions) Years Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (411) $ 218 $ 1,121 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 550 553 430 Intangible amortization – PPAs 82 82 143 Change in value of derivative contracts (91) 284 (1,034) Deferred income taxes 1 34 171 Equity in earnings of equity method investees, net of distributions received 73 32 3 Equity in earnings of non-economic ownership interests, net of distributions received 3 (4) (50) Gains on disposal of businesses/assets – net (13) (375) (36) Goodwill impairment charge 575 — — Other – net 17 20 10 Changes in operating assets and liabilities: Current assets (17) (34) (43) Noncurrent assets (13) (81) (2) Current liabilities 45 (14) 63 Noncurrent liabilities (1) 16 — Net cash provided by operating activities 800 731 776 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of membership interests in subsidiaries – net — (661) (989) Capital expenditures and other investments (241) (1,269) (1,351) Proceeds from sale of a business — 1,885 204 Payments from (to) related parties under CSCS agreement – net 1,384 (1,213) (240) Distributions from equity method investee — — 15 Reimbursements from related parties for capital expenditures 66 1,063 1,161 Other – net 27 1 6 Net cash provided by (used in) investing activities 1,236 (194) (1,194) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common units – net 3 315 147 Issuances of long-term debt, including premiums and discounts 354 2,362 1,505 Retirements of long-term debt (1,345) (1,523) (1,544) Debt issuance costs (2) (12) (17) Capped call transaction — — (31) Partner contributions 63 — 2 Partner distributions (816) (741) (636) Proceeds on sale of Class B noncontrolling interests – net — 177 1,115 Payments to Class B noncontrolling interest investors (92) (146) (163) Buyout of Class B noncontrolling interest investors (254) (972) — Proceeds on sale of differential membership interests — 92 101 Proceeds from differential membership investors 173 153 137 Payments to differential membership investors (75) (225) (36) Change in amounts due to related parties (1) (2) (18) Other – net (10) (5) (11) Net cash provided by (used in) financing activities (2,002) (527) 551 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 34 10 133 CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR 294 284 151 CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR $ 328 $ 294 $ 284 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest, net of amounts capitalized $ 193 $ 250 $ 154 Cash received for income taxes – net $ (47) $ (1) $ — Change in noncash investments in non-economic ownership interests – net $ 216 $ (9) $ (1) Accrued property additions $ 72 $ 77 $ 846 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 48 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (millions) Common Units Units Amount Accumulated Other Comprehensive Income (Loss) Non-controlling Interests Total Equity Redeemable Non-controlling Interests Balances, December 31, 2021 83.9 $ 2,985 $ (8) $ 7,861 $ 10,838 $ 321 Issuance of common units – net (a)(b) 2.6 179 — — 179 — Acquisition of subsidiaries with differential membership interests and noncontrolling ownership interests — — — 2,012 2,012 — Capped call transaction — (31) — — (31) — Related party note receivable — — — 2 2 — Net income — 477 — 635 1,112 9 Other comprehensive income — — 1 1 2 — Distributions, primarily to related parties — — — (382) (382) — Changes in non-economic ownership interests — — — 1 1 — Sale of differential membership interest — — — — — 101 Other differential membership investment activity — (21) — 264 243 (330) Sale of Class B noncontrolling interests – net — (3) — 1,115 1,112 — Payments to Class B noncontrolling interest investors — — — (163) (163) — Distributions to unitholders (c) — (254) — — (254) — Balances, December 31, 2022 86.5 3,332 (7) 11,346 14,671 101 Issuance of common units – net (a)(b) 6.9 367 — — 367 — Acquisition of subsidiaries with differential membership interests — — — 165 165 — Acquisition of subsidiary with noncontrolling ownership interest — — — 72 72 — Net income — 200 — 14 214 4 Other comprehensive income — — 1 1 2 — Distributions, primarily to related parties — — — (432) (432) — Changes in non-economic ownership interests — — — 11 11 — Other differential membership investment activity — — — 315 315 (105) Sale of Class B noncontrolling interests – net — (1) — 177 176 — Payments to Class B noncontrolling interest investors — — — (146) (146) — Distributions to unitholders (c) — (309) — — (309) — Buyout of Class B noncontrolling interest investors — — — (972) (972) — Sale of subsidiary with noncontrolling ownership interest — — — (80) (80) — Other – net — (13) (1) 17 3 — Balances, December 31, 2023 93.4 3,576 (7) 10,488 14,057 — Issuance of common units – net 0.1 3 — — 3 — Net income (loss) — (23) — (388) (411) — Other comprehensive income — — 1 — 1 — Related party note receivable — — — 5 5 — Related party contributions — — — 58 58 — Distributions, primarily to related parties — — — (481) (481) — Changes in non-economic ownership interests — — — 216 216 — Other differential membership investment activity — — — 98 98 — Payments to Class B noncontrolling interest investors — — — (92) (92) — Distributions to unitholders (c) — (335) — — (335) — Buyout of Class B noncontrolling interest investors — — — (254) (254) — Other – net — — — 1 1 — Balances, December 31, 2024 93.5 $ 3,221 $ (6) $ 9,651 $ 12,866 $ — ____________________________ (a) See Note 14 – ATM Program for further discussion.
Biggest changeThe accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 45 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (millions) Years Ended December 31, 2025 2024 2023 NET INCOME (LOSS) $ (436) $ (411) $ 218 OTHER COMPREHENSIVE INCOME, NET OF TAX Other comprehensive income related to equity method investee (net of $0 tax expense, $0 tax expense and $0 tax expense, respectively) 2 1 2 Total other comprehensive income, net of tax 2 1 2 COMPREHENSIVE INCOME (LOSS) (434) (410) 220 Comprehensive loss (income) attributable to noncontrolling interests 407 388 (20) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO XPLR $ (27) $ (22) $ 200 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 46 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED BALANCE SHEETS (millions) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 960 $ 283 Accounts receivable 102 105 Other receivables 93 86 Due from related parties 43 148 Inventory 103 108 Other 121 130 Total current assets 1,422 860 Other assets: Property, plant and equipment – net 15,366 14,555 Intangible assets – PPAs – net 1,648 1,817 Goodwill — 253 Investments in equity method investees 625 631 Assets held for sale — 1,153 Other 534 1,023 Total other assets 18,173 19,432 TOTAL ASSETS $ 19,595 $ 20,292 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 58 $ 65 Due to related parties 498 159 Current portion of long-term debt 762 705 Accrued interest 103 46 Accrued property taxes 29 32 Other 118 80 Total current liabilities 1,568 1,087 Other liabilities and deferred credits: Long-term debt 5,440 4,609 Asset retirement obligations 373 366 Due to related parties 93 43 Intangible liabilities – PPAs – net 1,034 1,121 Other 188 200 Total other liabilities and deferred credits 7,128 6,339 TOTAL LIABILITIES 8,696 7,426 COMMITMENTS AND CONTINGENCIES EQUITY Common units (94.0 and 93.5 units issued and outstanding, respectively) 3,195 3,221 Accumulated other comprehensive loss (5) (6) Noncontrolling interests 7,709 9,651 TOTAL EQUITY 10,899 12,866 TOTAL LIABILITIES AND EQUITY $ 19,595 $ 20,292 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 47 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF CASH FLOWS (millions) Years Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (436) $ (411) $ 218 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 564 550 553 Intangible amortization – PPAs 83 82 82 Change in value of derivative contracts 185 (91) 284 Deferred income taxes (42) 1 34 Equity in earnings of equity method investees, net of distributions received 29 73 32 Equity in earnings (losses) of non-economic ownership interests, net of distributions received 16 3 (4) Gains on disposal of businesses/assets – net (9) (13) (375) Goodwill impairment charge 253 575 — Other – net 32 17 20 Changes in operating assets and liabilities: Current assets 7 (17) (34) Noncurrent assets 1 (13) (81) Current liabilities 26 45 (14) Noncurrent liabilities 30 (1) 16 Net cash provided by operating activities 739 800 731 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of membership interests in subsidiaries – net — — (661) Capital expenditures and other investments (958) (241) (1,269) Proceeds from sale of a business — — 1,885 Proceeds from sale of equity method investments 1,139 — — Payments from (to) related parties under CSCS agreement – net 116 1,384 (1,213) Distributions from non-economic ownership interests 309 — — Reimbursements from related parties for capital expenditures — 66 1,063 Other – net 24 27 1 Net cash provided by (used in) investing activities 630 1,236 (194) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common units – net 4 3 315 Issuances of long-term debt, including premiums and discounts 3,448 354 2,362 Retirements of long-term debt (2,503) (1,345) (1,523) Debt issuance costs (73) (2) (12) Partner contributions 50 63 — Partner distributions (421) (816) (741) Proceeds on sale of Class B noncontrolling interests – net — — 177 Payments to Class B noncontrolling interest investors (86) (92) (146) Buyout of Class B noncontrolling interest investors (1,150) (254) (972) Proceeds on sale of differential membership interests — — 92 Proceeds from differential membership investors 178 173 153 Payments to differential membership investors (34) (59) (38) Buyout of differential membership investors (75) (16) (187) Other – net (12) (11) (7) Net cash used in financing activities (674) (2,002) (527) NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 695 34 10 CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR 328 294 284 CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR $ 1,023 $ 328 $ 294 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest, net of amounts capitalized $ 167 $ 193 $ 250 Cash received for income taxes – net $ 45 $ 47 $ 1 Change in noncash investments in non-economic ownership interests – net $ — $ 216 $ (9) Accrued property additions $ 495 $ 72 $ 77 The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. 48 Table of Contents XPLR INFRASTRUCTURE, LP CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (millions) Common Units Units Amount Accumulated Other Comprehensive Income (Loss) Non-controlling Interests Total Equity Redeemable Non-controlling Interests Balances, December 31, 2022 86.5 $ 3,332 $ (7) $ 11,346 $ 14,671 $ 101 Issuance of common units – net (a)(b) 6.9 367 — — 367 — Acquisition of subsidiaries with differential membership interests — — — 165 165 — Acquisition of subsidiary with noncontrolling ownership interests — — — 72 72 — Net income — 200 — 14 214 4 Other comprehensive income — — 1 1 2 — Distributions, primarily to related parties — — — (432) (432) — Changes in non-economic ownership interests — — — 11 11 — Other differential membership investment activity — — — 315 315 (105) Sale of Class B noncontrolling interests – net — (1) — 177 176 — Payments to Class B noncontrolling interest investors — — — (146) (146) — Distributions to unitholders (c) — (309) — — (309) — Buyout of Class B noncontrolling interest investor (c) — — — (972) (972) — Sale of subsidiary with noncontrolling ownership interest — — — (80) (80) — Other – net — (13) (1) 17 3 — Balances, December 31, 2023 93.4 3,576 (7) 10,488 14,057 — Issuance of common units – net 0.1 3 — — 3 — Related party note receivable — — — 5 5 — Net loss — (23) — (388) (411) — Other comprehensive income — — 1 — 1 — Related party contributions — — — 58 58 — Distributions, primarily to related parties — — — (481) (481) — Changes in non-economic ownership interests — — — 216 216 — Other differential membership investment activity — — — 98 98 — Payments to Class B noncontrolling interest investors — — — (92) (92) — Distributions to unitholders (c) — (335) — — (335) — Buyout of Class B noncontrolling interest investors — — — (254) (254) — Other – net — — — 1 1 — Balances, December 31, 2024 93.5 3,221 (6) 9,651 12,866 — Issuance of common units – net 0.5 3 — — 3 — Net loss — (28) — (408) (436) — Other comprehensive income — — 1 1 2 — Related party note receivable — — — 2 2 — Related party contributions — — — 47 47 — Distributions, primarily to related parties — — — (112) (112) — Changes in non-economic ownership interests — — — (309) (309) — Other differential membership investment activity — — — 144 144 — Buyout of differential membership interest investors — (5) — (70) (75) — Payments to Class B noncontrolling interest investors — — — (86) (86) — Buyout of Class B noncontrolling interest investors — 1 — (1,151) (1,150) — Other – net — 3 — — 3 — Balances, December 31, 2025 94.0 $ 3,195 $ (5) $ 7,709 $ 10,899 $ — ____________________________ (a) See Note 14 – ATM Program for further discussion.
Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of noncontrolling Class B membership interests in XPLR Renewables II (see Note 14 – Class B Noncontrolling Interests).
Approximately $45 million of the cash proceeds from the sale were distributed to the third-party owner of Class B noncontrolling membership interests in XPLR Renewables II (see Note 14 – Class B Noncontrolling Interests).
Therefore, XPLR performed a quantitative analysis using a combination of (i) an income approach consisting of a discounted cash flow analysis to estimate fair value for noncontrolling interests, including Class B membership interests and differential membership interests, (ii) a market approach derived from the observable trading price of its common units at December 31, 2024 of $17.80 to estimate fair value for (a) its common units and (b) noncontrolling interests related to NEE Equity's interest in XPLR OpCo, and (iii) an estimated control premium for the reporting unit and determined that the fair value of its reporting unit was less than its carrying value.
Therefore, XPLR performed a quantitative analysis using a combination of (i) an income approach consisting of a discounted cash flow analysis to estimate fair value for noncontrolling interests, including Class B noncontrolling membership interests and differential membership interests, (ii) a market approach derived from the observable trading price of its common units at December 31, 2024 of $17.80 to estimate fair value for (a) its common units and (b) noncontrolling interests related to NEE Equity's interest in XPLR OpCo, and (iii) an estimated control premium for the reporting unit and determined that the fair value of its reporting unit was less than its carrying value.
See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. These entities are considered VIEs because the holders of the noncontrolling Class B membership interests do not have substantive rights over the significant activities of the entities.
See Note 2 – Noncontrolling Interests and Note 14 – Class B Noncontrolling Interests. These entities are considered VIEs because the holders of the Class B noncontrolling membership interests do not have substantive rights over the significant activities of the entities.
If XPLR exercises the option for extended buyout rights and XPLR does not buy out a specified minimum amount of Class B membership interests prior to December 18 of each of 2030, 2031, 2032, 2033 and 2034 (each, a buyout deadline), the allocation of Genesis Holdings’ cash flows between the holders of the Class B membership interests and XPLR will flip to be allocated from 25% to 99% to the holders of the Class B membership interests and 75% to 1% to XPLR, until the date of any subsequent buyout deadline; provided, however, until the date on which all previous minimum buyouts have been completed, 85% of the amounts distributable for Class B membership interests held by XPLR would instead be distributed to the other holders of Class B membership interests.
If XPLR exercises the option for extended buyout rights and XPLR does not buy out a specified minimum amount of Class B noncontrolling membership interests prior to December 18 of each of 2030, 2031, 2032, 2033 and 2034 (each, a buyout deadline), the allocation of Genesis Holdings’ cash flows between the holders of the Class B noncontrolling membership interests and XPLR will flip to be allocated from 25% to 99% to the holders of the Class B noncontrolling membership interests and 75% to 1% to XPLR, until the date of any subsequent buyout deadline; provided, however, until the date on which all previous minimum buyouts have been completed, 85% of the amounts distributable for Class B noncontrolling membership interests held by XPLR would instead be distributed to the other holders of Class B noncontrolling membership interests.
XPLR recognizes revenues as energy and any related renewable energy attributes are delivered or, in 2023 and 2022 as natural gas transportation services were performed, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. XPLR considers the amount billed to represent the value of energy delivered or services provided to the customer.
XPLR recognizes revenues as energy and any related renewable energy attributes are delivered or, in 2023 as natural gas transportation services were performed, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. XPLR considers the amount billed to represent the value of energy delivered or services provided to the customer.
XPLR tests its equity method investments for impairment whenever events or changes in circumstances indicate that the investment may be impaired. During the preparation of XPLR's December 31, 2024 financial statements, it was determined that XPLR's investment in Meade, which is accounted for under the equity method of accounting, was other-than-temporarily impaired.
XPLR tests its equity method investments for impairment whenever events or changes in circumstances indicate that the investment may be impaired. During the preparation of XPLR's December 31, 2024 financial statements, it was determined that XPLR's investment in Meade, which was accounted for under the equity method of accounting, was other-than-temporarily impaired.
XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs and, in 2023 and 2022, natural gas transportation agreements (see Note 4 regarding sale of the Texas pipelines). XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs.
XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs and, in 2023, natural gas transportation agreements (see Note 4 regarding sale of the Texas pipelines). XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs.
During the year ended December 31, 2024, XPLR recorded interest income of approximately $36 million from NEER for cash sweep amounts held relating to proceeds from the sale of the Texas pipelines (see Note 4), which is reflected in other – net on the consolidated statement of income.
During the year ended December 31, 2024, XPLR recorded interest income of approximately $36 million from NEER for cash sweep amounts held relating to proceeds from the sale of the Texas pipelines (see Note 4), which is reflected in other – net on the consolidated statement of income (loss).
Discontinued Operations – Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from XPLR's Board of Directors, commits to a plan to sell and sale is expected to be completed within one year.
Assets Held for Sale and Discontinued Operations – Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from XPLR's Board of Directors, commits to a plan to sell and sale is expected to be completed within one year.
Through a series of transactions, a subsidiary of XPLR issued 1,000,000 XPLR OpCo Class B Units, Series 1 and 1,000,000 XPLR OpCo Class B Units, Series 2, to NEER for approximately 50% of the ownership interests in the three solar projects (non-economic ownership interests).
Through a series of transactions in 2015, a subsidiary of XPLR issued 1,000,000 XPLR OpCo Class B Units, Series 1 and 1,000,000 XPLR OpCo Class B Units, Series 2, to NEER for approximately 50% of the ownership interests in three NEER solar projects (non-economic ownership interests).
Revenue Recognition – R evenue is generated primarily from various non-affiliated parties under long-term power purchase agreements (PPA) and, in 2023 and 2022 also from natural gas transportation agreements.
Revenue Recognition – R evenue is generated primarily from various non-affiliated parties under long-term power purchase agreements (PPA) and in 2023 also from natural gas transportation agreements.
Property, plant and equipment, excluding land and perpetual rights-of-way, is recorded at cost and depreciated on a straight-line basis over the estimated useful lives ranging from three to 39 years, commencing on the date the assets are placed in service or acquired (see Note 9). Maintenance and repairs of property, plant and equipment are charged to O&M expense as incurred.
Property, plant and equipment, excluding land and perpetual rights-of-way, is recorded at cost and depreciated on a straight-line basis over the estimated useful lives ranging from three to 40 years, commencing on the date the assets are placed in service or acquired (see Note 9). Maintenance and repairs of property, plant and equipment are charged to O&M expense as incurred.
Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze (see Note 3), a subsidiary of XPLR acquired a note payable from a subsidiary of NEER relating to restricted cash reserve funds put in place for certain operational costs at the project based on a requirement of the differential membership investor.
Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze, a subsidiary of XPLR acquired a note payable from a subsidiary of NEER relating to restricted cash reserve funds put in place for certain operational costs at the project based on a requirement of the differential membership investor.
In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of XPLR as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of XPLR as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Intangible Assets – PPAs – At December 31, 2024 and 2023 , XPLR's consolidated balance sheets reflect intangible assets – PPAs – net related to acquisitions and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the related PPAs, which approximates the period giving rise to the value.
Intangible Assets – PPAs – At December 31, 2025 and 2024 , XPLR's consolidated balance sheets reflect intangible assets – PPAs – net related to acquisitions and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the related PPAs, which approximates the period giving rise to the value.
Intangible Liabilities – PPAs – At December 31, 2024 and 2023 , XPLR's consolidated balance sheets reflect intangible liabilities – PPAs – net related to acquisitions and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the PPAs, which approximates the period giving rise to the value.
Intangible Liabilities – PPAs – At December 31, 2025 and 2024 , XPLR's consolidated balance sheets reflect intangible liabilities – PPAs – net related to acquisitions and will be amortized into operating revenues on a straight-line basis over the remaining contract terms of the PPAs, which approximates the period giving rise to the value.
During 2024 and 2023, XPLR recorded state tax liabilities of approximately less than $1 million (net of federal tax benefit) in both periods related to unrecognized tax benefits of prior year state tax filing positions. The total amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate is approximately $5 million (net of federal tax benefit).
During 2025 and 2024, XPLR recorded state tax liabilities of less than $1 million (net of federal tax benefit) in both periods related to unrecognized tax benefits of prior year state tax filing positions. The total amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate is approximately $5 million (net of federal tax benefit).
Certain of the long-term debt agreements include financial covenants primarily related to debt service coverage ratios, as well as a maximum leverage ratio and a minimum interest coverage ratio. At December 31, 2024, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.
Certain of the long-term debt agreements include financial covenants primarily related to debt service coverage ratios, as well as a maximum leverage ratio and a minimum interest coverage ratio. At December 31, 2025, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.
Accumulated other comprehensive loss at December 31, 2024 and 2023 reflects other comprehensive income (loss) attributable to XPLR. Noncontrolling Interests – Noncontrolling interests represent the portions of net assets in consolidated entities that are not owned by XPLR and are reported as a component of equity on XPLR’s consolidated balance sheets.
Accumulated other comprehensive loss at December 31, 2025 and 2024 reflects other comprehensive income (loss) attributable to XPLR. Noncontrolling Interests – Noncontrolling interests represent the portions of net assets in consolidated entities that are not owned by XPLR and are reported as a component of equity on XPLR’s consolidated balance sheets.
If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on XPLR’s consolidated results of operations and financial condition. Substantially all amounts due from such counterparties at December 31, 2024 have been collected.
If any of these customers’ receivable balances should be deemed uncollectible, it could have a material adverse effect on XPLR’s consolidated results of operations and financial condition. Substantially all amounts due from such counterparties at December 31, 2025 have been collected.
See Note 13 regarding the repayment of the 2021 convertible notes. ATM Program – XPLR has an at-the-market equity issuance program (ATM program), which was most recently renewed in 2023, pursuant to which XPLR may issue, from time to time, up to $500 million of its common units.
See Note 13 regarding the repayment of the 2020 convertible notes and the 2021 convertible notes. ATM Program – XPLR has an at-the-market equity issuance program (ATM program), which was most recently renewed in 2023, pursuant to which XPLR may issue, from time to time, up to $500 million of its common units.
Management assessed the effectiveness of XPLR's internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control – Integrated Framework (2013) . Based on this assessment, management believes that XPLR's internal control over financial reporting was effective as of December 31, 2024.
Management assessed the effectiveness of XPLR's internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control – Integrated Framework (2013) . Based on this assessment, management believes that XPLR's internal control over financial reporting was effective as of December 31, 2025.
Additionally, XPLR recorded additional AROs of approximately $18 million in 2024 and a reduction of AROs of $6 million in 2023, respectively, for revisions in estimated cash flows due to revised cost estimates. Investments in Unconsolidated Entities – XPLR accounts for the investments in its unconsolidated entities under the equity method.
Additionally, XPLR recorded additional AROs of approximately $11 million and $18 million in 2025 and 2024, respectively, and a reduction of AROs of $6 million in 2023, for revisions in estimated cash flows due to revised cost estimates. Investments in Unconsolidated Entities – XPLR accounts for the investments in its unconsolidated entities under the equity method.
The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at December 31, 2024 and 2023 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's consolidated balance sheets.
The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at December 31, 2025 and 2024 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's consolidated balance sheets.
(e) The buyout right is subject to certain limitations and/or extensions in the respective agreements, including, but not limited to, XPLR being able to purchase a maximum of the Class B units following anniversaries specified in certain of the agreements.
(c) The buyout right is subject to certain limitations and/or extensions in the respective agreements, including, but not limited to, XPLR being able to purchase a maximum of the Class B units following anniversaries specified in certain of the agreements.
DELOITTE & TOUCHE LLP Boca Raton, Florida February 21, 2025 42 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the unitholders and the Board of Directors of XPLR Infrastructure, LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of XPLR Infrastructure, LP and subsidiaries (XPLR) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
DELOITTE & TOUCHE LLP Boca Raton, Florida February 17, 2026 42 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the unitholders and the Board of Directors of XPLR Infrastructure, LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of XPLR Infrastructure, LP and subsidiaries (XPLR) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").
Although the third-party investors own equity interests in the wind, solar and battery storage projects, XPLR retains a controlling interest in the entities as of December 31, 2024 and therefore presents the differential membership interests as noncontrolling interests.
Although the third-party investors own equity interests in the wind, solar and battery storage projects, XPLR retains a controlling interest in the entities as of December 31, 2025 and therefore presents the differential membership interests as noncontrolling interests.
Limited partners' equity in common units at December 31, 2024 and 2023 reflects the investment of XPLR common unitholders, changes to net income attributable to XPLR, distributions of available cash to common unitholders and other contributions from or distributions to XPLR common unitholders.
Limited partners' equity in common units at December 31, 2025 and 2024 reflects the investment of XPLR common unitholders, changes to net income attributable to XPLR, distributions of available cash to common unitholders and other contributions from or distributions to XPLR common unitholders.
In our opinion, XPLR maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
In our opinion, XPLR maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
XPLR has operating leases and a sales-type lease relating to battery storage facilities that sell their electric output under power sales agreements to third parties which provide the customers the ability to dispatch the facilities. At December 31, 2024 and 2023, the net investment in sales-type lease is approximately $15 million and $15 million, respectively.
XPLR has operating leases and a sales-type lease relating to battery storage facilities that sell their electric output under power sales agreements to third parties which provide the customers the ability to dispatch the facilities. At December 31, 2025 and 2024, the net investment in the sales-type lease is approximately $14 million and $15 million, respectively.
XPLR’s customers typically receive bills monthly with payment due within 30 days. Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2025 to 2051, will vary based on the volume of energy delivered.
XPLR’s customers typically receive bills monthly with payment due within 30 days. Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from February 2026 to 2051, will vary based on the volume of energy delivered.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), XPLR’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025 expressed an unqualified opinion on XPLR’s internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), XPLR’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2026, expressed an unqualified opinion on XPLR’s internal control over financial reporting.
Organization and Nature of Business XPLR Infrastructure, LP (XPLR), formerly known as NextEra Energy Partners, LP, was formed as a Delaware limited partnership on March 6, 2014 as an indirect wholly owned subsidiary of NextEra Energy, Inc. (NEE), a Florida corporation. On July 1, 2014, XPLR completed its initial public offering (IPO).
Organization and Nature of Business XPLR Infrastructure, LP (XPLR), was formed as a Delaware limited partnership on March 6, 2014 as an indirect wholly owned subsidiary of NextEra Energy, Inc. (NEE), a Florida corporation. On July 1, 2014, XPLR completed its initial public offering (IPO).
May Controller XPLR Infrastructure, LP 41 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the unitholders and the Board of Directors of XPLR Infrastructure, LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of XPLR Infrastructure, LP and subsidiaries (XPLR) as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Gough Controller XPLR Infrastructure, LP 41 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the unitholders and the Board of Directors of XPLR Infrastructure, LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of XPLR Infrastructure, LP and subsidiaries (XPLR) as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The open tax years in all jurisdictions are 2014 through 2023. 64 Table of Contents XPLR INFRASTRUCTURE, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9.
The open tax years in all jurisdictions are 2014 through 2024. 64 Table of Contents XPLR INFRASTRUCTURE, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9.
During 2024, XPLR derived approximately 15% and 15% of its consolidated revenue from its contracts with Pacific Gas and Electric Company and Southern California Edison Company, respectively. Inventories – Spare parts inventories are carried at the lower of weighted-average cost and net realizable value.
During 2025, XPLR derived approximately 14% and 15% of its consolidated revenue from its contracts with Pacific Gas and Electric Company and Southern California Edison Company, respectively. Inventories – Spare parts inventories are carried at the lower of weighted-average cost and net realizable value.
Convertible investment tax credits (CITCs) are recorded as a reduction in property, plant and equipment – net on XPLR's consolidated balance sheets and are amortized as a reduction to depreciation expense over the estimated life of the related property. At December 31, 2024 and 2023 , CITCs, net of amortization, were approximately $408 million and $431 million, respectively.
Convertible investment tax credits (CITCs) are recorded as a reduction in property, plant and equipment – net on XPLR's consolidated balance sheets and are amortized as a reduction to depreciation expense over the estimated life of the related property. At December 31, 2025 and 2024 , CITCs, net of amortization, were approximately $380 million and $408 million, respectively.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 of XPLR and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of XPLR and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
XPLR used the proceeds from the IPO to purchase common units of XPLR Infrastructure Operating Partners, LP (XPLR OpCo), formerly known as NextEra Energy Operating Partners, LP, from NextEra Energy Equity Partners, LP (NEE Equity), a Delaware limited partnership and an indirect wholly owned subsidiary of NEE, and to purchase XPLR OpCo common units from XPLR OpCo.
XPLR used the proceeds from the IPO to purchase common units of XPLR Infrastructure Operating Partners, LP (XPLR OpCo), from NextEra Energy Equity Partners, LP (NEE Equity), a Delaware limited partnership and an indirect wholly owned subsidiary of NEE, and to purchase XPLR OpCo common units from XPLR OpCo.
At February 21, 2025, the conversion rate, which is subject to certain adjustments, was 10.7846 XPLR common units per $1,000 of the 2022 convertible notes, which is equivalent to a conversion price of approximately $92.7248 per XPLR common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture.
At February 17, 2026, the conversion rate, which is subject to certain adjustments, was 10.7846 XPLR common units per $1,000 of the 2022 convertible notes, which is equivalent to a conversion price of approximately $92.7248 per XPLR common unit. The conversion rate is subject to adjustment in certain circumstances, as set forth in the related indenture.
For each of the years ended December 31, 2024, 2023 and 2022, XPLR received payments of approximately $2 million. At December 31, 2024 and 2023, the Seiling related party note receivable was approximately $18 million and $19 million, respectively, and, along with interest and related payments are reflected in noncontrolling interests on XPLR's consolidated financial statements.
For each of the years ended December 31, 2025, 2024 and 2023, XPLR received payments of approximately $2 million. At December 31, 2025 and 2024, the Seiling related party note receivable was approximately $17 million and $18 million, respectively, and, along with interest and related payments are reflected in noncontrolling interests on XPLR's consolidated financial statements.
NEER, as holder of the XPLR OpCo Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to XPLR OpCo.
NEER, as holder of the XPLR OpCo Class B Units, retained 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to XPLR OpCo.
(f) Each limited liability company agreement provides the Class B investor the right to require XPLR to repurchase the Class B membership interests in the event of a specified change in control of XPLR at a stated rate of return.
(d) Each limited liability company agreement provides the Class B investor the right to require XPLR to repurchase the Class B noncontrolling membership interests in the event of a specified change in control of XPLR at a stated rate of return.
XPLR recorded accretion expense of approximately $17 million, $15 million and $12 million in the years ended December 31, 2024, 2023 and 2022, respectively. Additional AROs were established amounting to approximately $19 million in the year ended December 31, 2023 related to the acquisition in that period (see Note 3) .
XPLR recorded accretion expense of approximately $18 million, $17 million and $15 million in the years ended December 31, 2025, 2024 and 2023, respectively. Additional AROs were established amounting to approximately $19 million in the year ended December 31, 2023 related to the acquisition in that period (see Note 3) .
Leases XPLR has operating and finance leases primarily related to land use agreements for certain of its energy projects. At December 31, 2024 and 2023, XPLR had recorded right-of-use (ROU) assets for operating leases of approximately $27 million and $27 million, respectively, and operating lease liabilities of $29 million and $31 million, respectively.
Leases XPLR has operating and finance leases primarily related to land use agreements for certain of its energy projects. At December 31, 2025 and 2024, XPLR had recorded right-of-use (ROU) assets for operating leases of approximately $7 million and $27 million, respectively, and operating lease liabilities of $10 million and $29 million, respectively.
XPLR is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have controlling interests in these entities.
XPLR was not the primary beneficiary and therefore did not consolidate these entities because it did not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and did not have controlling interests in these entities.
At December 31, 2024, the power sales agreements have expiration dates from 2037 to 2041 and XPLR expects to receive approximately $628 million of lease payments over the remaining term of the power sales agreement with no one year being material.
At December 31, 2025, the power sales agreements have expiration dates from 2037 to 2041 and XPLR expects to receive approximately $579 million of lease payments over the remaining term of the power sales agreement with no one year being material.
XPLR’s operating lease liabilities were calculated based on a weighted average discount rate of 4.26% and 4.25% based on the incremental borrowing rate at the lease commencement date and have a weighted-average remaining lease term of 25 years and 26 years, at December 31, 2024 and 2023, respectively.
XPLR’s operating lease liabilities were calculated based on a weighted-average discount rate of 5.19% and 4.26% based on the incremental borrowing rate at the lease commencement date and have a weighted-average remaining lease term of 25 years and 25 years, at December 31, 2025 and 2024, respectively.
At December 31, 2024 and 2023, the note payable was approximately $85 million and $62 million, respectively and is included in long-term debt on XPLR's consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.
At December 31, 2025 and 2024, the note payable was approximately $90 million and $85 million, respectively, and is included in long-term debt on XPLR's consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.
XPLR’s O&M expenses for the years ended December 31, 2024, 2023 and 2022 include approximately $8 million, $51 million and $163 million, respectively, related to the MSA.
XPLR’s O&M expenses for the years ended December 31, 2025, 2024 and 2023 include approximately $8 million, $8 million and $51 million, respectively, related to the MSA.
At December 31, 2024 and 2023, the net notional amounts of the interest rate contracts were approximately $5.5 billion and $3.1 billion, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in XPLR's consolidated statements of income (loss).
At December 31, 2025 and 2024, the net notional amounts of the interest rate contracts were approximately $2.2 billion and $5.5 billion, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in XPLR's consolidated statements of income (loss).
In addition, at December 31, 2024, XPLR OpCo consolidated 19 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 2 – Noncontrolling Interests) in entities which own and operate 39 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility.
In addition, at December 31, 2025, XPLR OpCo consolidated 15 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 2 – Noncontrolling Interests) in entities which own and operate 33 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility.
Costs incurred in connection with development and construction coordination provided by NEER primarily in connection with wind repowering of approximately $103 million and $16 million during 2024 and 2023, respectively, were capitalized and are reflected in property, plant and equipment – net on XPLR's consolidated balance sheets.
Costs incurred in connection with development and construction coordination provided by NEER primarily in connection with wind repowering of approximately $1,252 million and $103 million during 2025 and 2024, respectively, were capitalized and are reflected in property, plant and equipment – net on XPLR's consolidated balance sheets.
Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was approximately $531 million, $504 million and $378 million, respectively. A number of XPLR's generation facilities are encumbered by liens securing various financings. The net book value of XPLR's assets serving as collateral was approximately $3.4 billion at December 31, 2024 . 10.
Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was approximately $544 million, $531 million and $504 million, respectively. A number of XPLR's generation facilities are encumbered by liens securing various financings. The net book value of XPLR's assets serving as collateral was approximately $4.6 billion at December 31, 2025 . 10.
At December 31, 2024 and 2023 , the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $127 million and $1,511 million, respectively, and are included in due from related parties on XPLR’s consolidated balance sheets.
At December 31, 2025 and 2024 , the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $11 million and $127 million, respectively, and are included in due from related parties on XPLR’s consolidated balance sheets.
XPLR’s operating revenues for the years ended December 31, 2024, 2023 and 2022 are revenue from contracts with customers for energy sales of approximately $1,155 million, $1,059 million and $941 million, respectively.
XPLR’s operating revenues for the years ended December 31, 2025, 2024 and 2023 are revenue from contracts with customers for energy sales of approximately $1,139 million, $1,155 million and $1,059 million, respectively.
Investments that are OTTI are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value. Impairment losses are recorded in equity in earnings of equity method investees in XPLR’s consolidated statements of income (loss). See Note 7 – Nonrecurring Fair Value Measurements.
Investments that are OTTI are written down to their estimated fair value and cannot subsequently be written back up for increases in estimated fair value. Impairment losses are recorded in equity in earnings of equity method investees in XPLR’s consolidated statements of income (loss).
XPLR is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities. 12.
XPLR was not the primary beneficiary and therefore did not consolidate these entities because it did not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and did not have a controlling interest in these entities.
At December 31, 2024 and 2023, XPLR had derivative commodity contracts for power with net notional volumes of approximately 2.7 million MW hours and 4.6 million MW hours, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in XPLR's consolidated statements of cash flows.
At December 31, 2025 and 2024, XPLR had derivative commodity contracts for power with net notional volumes of approximately 3.1 million MW hours and 2.7 million MW hours, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in XPLR's consolidated statements of cash flows.
XPLR’s single reportable segment, through its ownership interest in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets and an investment in natural gas pipeline assets. XPLR’s reportable segment derives revenues primarily from various non-affiliated parties under long-term PPAs. See Note 5 for information regarding XPLR's operating revenues.
Segment Information – XPLR’s single reportable segment, through its ownership interest in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets. XPLR’s reportable segment derives revenues primarily from various non-affiliated parties under long-term PPAs. See Note 5 for information regarding XPLR's operating revenues.
In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $7,413 million and $7,640 million of assets and $429 million and $437 million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at December 31, 2024 and 2023, respectively.
In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $7,217 million and $7,413 million of assets and $419 million and $429 million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at December 31, 2025 and 2024, respectively.
Amortization expense for intangible liabilities – PPAs was approximately $87 million, $82 million and $17 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is expected to be approximately $87 million in each of the years 2025 through 2029.
Amortization expense for intangible liabilities – PPAs was approximately $87 million, $87 million and $82 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is expected to be approximately $87 million in each of the years 2026 through 2030.
Nonrecurring Fair Value Measurements – XPLR tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the fair value of the goodwill is less than the carrying value.
Nonrecurring Fair Value Measurements – XPLR tested goodwill for impairment annually and whenever events or changes in circumstances indicated that the fair value of the goodwill is less than the carrying value.
This VIE contains entities which have sold differential membership interests and approximately $333 million and $353 million of assets and $9 million and $10 million of liabilities at December 31, 2024 and 2023, respectively, are also included in the disclosure of VIEs related to differential membership interests above.
This VIE contains entities which have sold differential membership interests and approximately $329 million and $333 million of assets and $8 million and $9 million of liabilities at December 31, 2025 and 2024, respectively, are also included in the disclosure of VIEs related to differential membership interests above.
(b) At December 31, 2024, excludes approximately $39 million of tax impacts relating to the 2023 tax year taxable gains of $154 million which were allocated to NEE Equity in March 2024.
(b) At December 31, 2024, excludes approximately $39 million of tax impacts relating to 2023 tax year taxable gains of $154 million which were allocated to NEE Equity in March 2024. See Note 15 – Tax Allocations.
The assets, primarily property, plant and equipment – net, and the liabilities, primarily asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately $414 million and $9 million, respectively, at December 31, 2024 and $440 million and $10 million, respectively, at December 31, 2023.
The assets, primarily property, plant and equipment – net, and the liabilities, primarily asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately $407 million and $9 million, respectively, at December 31, 2025 and $414 million and $9 million, respectively, at December 31, 2024.
At December 31, 2024, XPLR owned an approximately 48.6% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.4% limited partner interest in XPLR OpCo. The assets and liabilities of XPLR OpCo as well as the operations of XPLR OpCo represent substantially all of XPLR's assets and liabilities and its operations.
At December 31, 2025, XPLR owned an approximately 48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2% limited partner interest in XPLR OpCo. The assets and liabilities of XPLR OpCo as well as the operations of XPLR OpCo represent substantially all of XPLR's assets and liabilities and its operations.
XPLR’s operating revenues for the years ended December 31, 2023 and 2022 include revenue from contracts with customers for natural gas transportation services, substantially all of which is included in income from discontinued operations, of $222 million and $241 million, respectively. XPLR's accounts receivable are primarily associated with revenues earned from contracts with customers.
XPLR’s operating revenues for the year ended December 31, 2023 include revenue from contracts with customers for natural gas transportation services, substantially all of which is included in income from discontinued operations, of $222 million. XPLR's accounts receivable are associated with revenues earned from contracts with customers.
In January 2025, XPLR announced a strategic repositioning and XPLR's board and XPLR Infrastructure Operating Partners GP, LLC, formerly known as NextEra Energy Operating Partners GP, LLC (XPLR OpCo GP) reserved cash for other business purposes and accordingly, XPLR suspended distributions to its common unitholders. 2.
In January 2025, XPLR announced a strategic repositioning and XPLR's board and XPLR Infrastructure Operating Partners GP, LLC (XPLR OpCo GP), reserved cash for other business purposes and accordingly, XPLR suspended distributions to its common unitholders.
All of the goodwill is expected to be deductible for income tax purposes over a 15 year period. 56 Table of Contents XPLR INFRASTRUCTURE, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the final amounts recognized by XPLR for the estimated fair value of assets acquired and liabilities assumed in the 2023 acquisition: (millions) Total consideration transferred $ 598 Identifiable assets acquired and liabilities assumed Cash $ 15 Accounts receivable, inventory and prepaid expenses 17 Current derivative assets 4 Property, plant and equipment – net 764 Intangible assets – PPAs 141 Goodwill 21 Noncurrent derivative assets 8 Noncurrent other assets 5 Accounts payable, accrued expenses and current other liabilities (5) Long-term debt (153) Asset retirement obligation (12) Intangible liabilities – PPAs (37) Noncurrent other liabilities (5) Noncontrolling interest (165) Total net identifiable assets, at fair value $ 598 XPLR incurred approximately $3 million in acquisition-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statements of income (loss).
The following table summarizes the final amounts recognized by XPLR for the estimated fair value of assets acquired and liabilities assumed in the 2023 acquisition: (millions) Total consideration transferred $ 598 Identifiable assets acquired and liabilities assumed Cash $ 15 Accounts receivable, inventory and prepaid expenses 17 Current derivative assets 4 Property, plant and equipment – net 764 Intangible assets – PPAs 141 Goodwill 21 Noncurrent derivative assets 8 Noncurrent other assets 5 Accounts payable, accrued expenses and current other liabilities (5) Long-term debt (153) Asset retirement obligation (12) Intangible liabilities – PPAs (37) Noncurrent other liabilities (5) Noncontrolling interest (165) Total net identifiable assets, at fair value $ 598 XPLR incurred approximately $3 million in acquisition-related costs during the year ended December 31, 2023 which are reflected as operations and maintenance in the consolidated statements of income (loss).
Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of XPLR's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of XPLR's receivables customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
XPLR believes that it is more likely than not that the deferred tax assets at December 31, 2024 shown in the table below, net of the valuation allowances, will be realized due to sufficient future income. 63 Table of Contents XPLR INFRASTRUCTURE, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The income tax effects of temporary differences giving rise to XPLR's deferred income tax liabilities and assets are as follows: December 31, 2024 2023 (millions) Deferred tax liabilities: Investment in partnership (a)(b) $ (253) $ (263) Total deferred tax liabilities (253) (263) Deferred tax assets: Net operating loss carryforwards (b) 428 418 Tax credit carryforwards 23 41 Valuation allowance (2) (3) Total deferred tax assets 449 456 Net deferred income taxes $ 196 $ 193 ____________________ (a) At December 31, 2024 and 2023, includes a deferred tax asset of approximately $19 million and $10 million, respectively, of interest limitation carryforward with an indefinite expiration period.
XPLR believes that it is more likely than not that the deferred tax assets at December 31, 2025 shown in the table below, net of the valuation allowances, will be realized due to sufficient future income. 63 Table of Contents XPLR INFRASTRUCTURE, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The income tax effects of temporary differences giving rise to XPLR's deferred income tax liabilities and assets are as follows: December 31, 2025 2024 (millions) Deferred tax liabilities: Investment in partnership (a)(b) $ (310) $ (253) Total deferred tax liabilities (310) (253) Deferred tax assets: Net operating loss carryforwards (b) 519 428 Tax credit carryforwards 33 23 Capital loss carryforward 4 — Valuation allowance (5) (2) Total deferred tax assets 551 449 Net deferred income taxes $ 241 $ 196 ____________________ (a) At December 31, 2025 and 2024, includes a deferred tax asset of approximately $46 million and $19 million, respectively, of interest limitation carryforward with an indefinite expiration period.
At December 31, 2024 and 2023, accumulated amortization related to the intangible assets – PPAs was approximately $789 million and $617 million, respectively.
At December 31, 2025 and 2024, accumulated amortization related to the intangible assets – PPAs was approximately $958 million and $789 million, respectively.
At December 31, 2024 and 2023, accumulated amortization related to the intangible liabilities – PPAs was approximately $186 million and $97 million, respectively.
At December 31, 2025 and 2024, accumulated amortization related to the intangible liabilities – PPAs was approximately $273 million and $186 million, respectively.
XPLR incurred approximately $10 million of debt issuance costs during the year ended December 31, 2023. The amortization of debt issuance costs totaled approximately $15 million, $17 million and $13 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in interest expense in XPLR’s consolidated statements of income (loss). See Note 13.
XPLR did not incur debt issuance costs during the year ended December 31, 2024. The amortization of debt issuance costs totaled approximately $16 million, $15 million and $17 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in interest expense in XPLR’s consolidated statements of income (loss). See Note 13.
XPLR's finance lease liabilities were calculated based on a weighted average discount rate of 3.55% and 3.55% with a weighted-average remaining lease term of 32 years and 33 years, at December 31, 2024 and 2023, respectively.
XPLR's finance lease liabilities were calculated based on a weighted average discount rate of 5.72% and 3.55% with a weighted-average remaining lease term of 35 years and 32 years, at December 31, 2025 and 2024, respectively.
Due to Related Parties – Noncurrent amounts due to related parties on XPLR's consolidated balance sheets primarily represent amounts owed by certain of XPLR's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects.
Due to Related Parties – Noncurrent amounts due to related parties on XPLR's consolidated balance sheets primarily represent amounts owed by certain of XPLR's wind projects to NEER for costs incurred in connection with repowering of certain wind projects and to refund NEER for certain transmission costs paid on behalf of the wind projects.
At December 31, 2024, approximately $1,028 million of the fair value relates to the 2020 convertible notes and the 2022 convertible notes and is Level 2. At December 31, 2023, approximately $1,446 million of the fair value relates to the 2020 convertible notes, the 2021 convertible notes and the 2022 convertible notes and is Level 2.
At December 31, 2025, approximately $494 million of the fair value relates to the 2022 convertible notes and is Level 2. At December 31, 2024, approximately $1,028 million of the fair value relates to the 2020 convertible notes and the 2022 convertible notes and is Level 2.
See Note 4 for noncontrolling interests related to discontinued operations. Certain indirect subsidiaries of XPLR have sold noncontrolling Class B membership interests in entities that have ownership interests in 39 wind projects and eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility (differential membership interests) to third-party investors.
Certain indirect subsidiaries of XPLR have sold noncontrolling Class B membership interests in entities that have ownership interests in 33 wind projects and eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility (differential membership interests) to third-party investors.

… 215 more changes not shown on this page.

Other XIFR 10-K year-over-year comparisons