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XPLR Infrastructure, LP - Quarter Report: 2025 March (Form 10-Q)

CSCS agreementamended and restated cash sweep and credit support agreementGenesis HoldingsGenesis Solar Holdings, LLC
limited partner interest in XPLR OpCo
limited partner interest in XPLR OpCo's common units
Management's DiscussionItem 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsMSA
Fifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP
MWmegawatt(s)MWhmegawatt-hour(s)NEENextEra Energy, Inc.NEECHNextEra Energy Capital Holdings, Inc.NEE EquityNextEra Energy Equity Partners, LPNEE ManagementNextEra Energy Management Partners, LPNEERNextEra Energy Resources, LLCNote __Note __ to condensed consolidated financial statementsO&Moperations and maintenancePPApower purchase agreement
renewable energy tax credits
production tax credits and investment tax credits collectively
SECU.S. Securities and Exchange CommissionU.S.United States of AmericaVIEvariable interest entity
XPLR
XPLR Infrastructure, LP
XPLR GP
XPLR Infrastructure Partners GP, Inc.
XPLR OpCo
XPLR Infrastructure Operating Partners, LP
XPLR OpCo credit facility
senior secured revolving credit facility of XPLR OpCo and its direct subsidiary
XPLR OpCo GP
XPLR Infrastructure Operating Partners GP, LLC
2024      ))   )))()) ()$ ()$ 
____________________
(a)     million and $ million for the three months ended March 31, 2025 and 2024, respectively.
(b)     million and $ million for the three months ended March 31, 2025 and 2024, respectively.
(c)     million of other comprehensive income related to equity method investees, which was primarily attributable to noncontrolling interests. For the three months ended March 31, 2024, XPLR recognized less than $ million of other comprehensive income related to equity method investees, which was primarily attributable to noncontrolling interests.




















This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.
7

XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)
March 31, 2025December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$ $ 
Accounts receivable  
Other receivables  
Due from related parties  
Inventory  
Other  
Total current assets  
Other assets:
Property, plant and equipment – net  
Intangible assets – PPAs – net  
Goodwill  
Investments in equity method investees  
Other  
Total other assets  
TOTAL ASSETS$ $ 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses$ $ 
Due to related parties  
Current portion of long-term debt  
Accrued interest  
Accrued property taxes  
Other  
Total current liabilities  
Other liabilities and deferred credits:
Long-term debt  
Asset retirement obligations  
Due to related parties  
Intangible liabilities – PPAs – net
  
Other  
Total other liabilities and deferred credits  
TOTAL LIABILITIES 
COMMITMENTS AND CONTINGENCIES
EQUITY
Common units ( and units issued and outstanding, respectively)
  
Accumulated other comprehensive loss()()
Noncontrolling interests  
TOTAL EQUITY  
TOTAL LIABILITIES AND EQUITY$ $ 







This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.
8

XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Three Months Ended March 31,
20252024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$()$ 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
  
Intangible amortization – PPAs  
Change in value of derivative contracts
 ()
Deferred income taxes
() 
Equity in earnings of equity method investees, net of distributions received  
Equity in earnings of non-economic ownership interests, net of distributions received ()
Goodwill impairment charge  
Other – net
  
Changes in operating assets and liabilities:
Current assets()()
Noncurrent assets
 ()
Current liabilities
()()
Noncurrent liabilities
  
Net cash provided by operating activities
  
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures and other investments
()()
Payments from related parties under CSCS agreement – net  
Reimbursements from related parties for capital expenditures  
Other – net  
Net cash provided by (used in) investing activities() 
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net  
Issuances of long-term debt, including premiums and discounts
  
Retirements of long-term debt
()()
Debt issuance costs()()
Partner contributions
  
Partner distributions
()()
Payments to Class B noncontrolling interest investors()()
Proceeds from differential membership investors
  
Payments to differential membership investors
()()
Other – net() 
Net cash provided by (used in) financing activities ()
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD$ $ 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized$ $ 
Cash received for income taxes – net$()$()
Accrued property additions$ $ 









This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.
9

XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)
Common Units
Three Months Ended March 31, 2025UnitsAmount
Accumulated Other
Comprehensive Loss
Noncontrolling
Interests		Total Equity
Balances, December 31, 2024 $ $()$ $ 
Issuance of common units – net
  — —  
Net income (loss)— ()— ()()
Related party contributions
— — —   
Distributions, primarily to related parties— — — ()()
Other differential membership investment activity— — —   
Payments to Class B noncontrolling interest investors— — — ()()
Other – net— ()—  ()
Balances, March 31, 2025 $ $()$ $ 



Common Units
Three Months Ended March 31, 2024UnitsAmount
Accumulated Other
Comprehensive Loss
Noncontrolling
Interests		Total
Equity
Balances, December 31, 2023
 $ $()$ $ 
Issuance of common units – net  — —  
Net income (loss)—  — () 
Related party note receivable— — —   
Related party contributions— — —   
Distributions, primarily to related parties— — — ()()
Other differential membership investment activity— — —   
Payments to Class B noncontrolling interest investors— — — ()()
Distributions to unitholders(a)
— ()— — ()
Other – net— ()—  ()
Balances, March 31, 2024 $ $()$ $ 
_____________________________
(a)     were paid during the three months ended March 31, 2024.






















This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2024 Form 10-K.
10

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2024 Form 10-K. In the opinion of XPLR management, all adjustments considered necessary for fair financial statement presentation have been made. All adjustments are normal and recurring unless otherwise noted. The results of operations for an interim period generally will not give a true indication of results for the year.

1. 

million and $ million, respectively. XPLR's accounts receivable are associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of 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.

XPLR recognizes revenues as energy and any related renewable energy attributes are delivered, 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 to the customer. 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. At March 31, 2025, XPLR expects to record approximately $ million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

2. 

At March 31, 2025 and December 31, 2024, the net notional amounts of the interest rate contracts were approximately $ billion and $ billion, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in XPLR's condensed consolidated statements of income (loss). At March 31, 2025 and December 31, 2024, XPLR had derivative commodity contracts for power with net notional volumes of approximately  million MWh and  million MWh, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in XPLR's condensed consolidated statements of cash flows.


11

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

 $ $ $ $ Commodity contracts$ $ $ $() Total derivative assets$ Liabilities:Interest rate contracts$ $ $ $ $ Commodity contracts$ $ $ $() Total derivative liabilities$ Net fair value by balance sheet line item:
Current other assets
$ 
Noncurrent other assets
 Total derivative assets$ Current other liabilities$ Noncurrent other liabilities Total derivative liabilities$ ()$ ()$ 

Credit-Risk-Related Contingent Features – Certain of XPLR's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At March 31, 2025 and December 31, 2024, the aggregate fair value of XPLR's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $ million and $ million, respectively.

3. 


Recurring Non-Derivative Fair Value Measurements –

 $ $ $ $ 

$ Total assets$ $ $ $ $ 

$ 

Financial Instruments Recorded at Other than Fair Value –

 $ $ $ 
____________________
 million and $ million, respectively, of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3). At March 31, 2025 and December 31, 2024, approximately $ million and $ million, respectively, of the fair value relates to the 2020 convertible notes and the 2022 convertible notes and is Level 2.

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. During the preparation of XPLR's March 31, 2025 financial statements, XPLR concluded that a triggering event occurred and it was more likely than not that the fair value of its reporting unit was less than its carrying value as a result of the significant decline in trading price of XPLR's common units during the first quarter of 2025. 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 March 31, 2025 of $ 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. As a result, XPLR recognized a non-cash goodwill impairment charge in the first quarter of 2025 of approximately $ million ($ million after tax), or the full remaining carrying value of goodwill, which is reflected in its condensed consolidated statement of income (loss) for the three months ended March 31, 2025.

13

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
4. 

) %$  %Increases (reductions) resulting from:Taxes attributable to noncontrolling interests ()()()
State income taxes – net of federal income tax benefit
()   Renewable energy tax credits() ()()
Other – net
    
Income tax benefit and effective tax rate
$() %$()()%

5.

% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling % 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.

In addition, at March 31, 2025, XPLR OpCo consolidated VIEs related to certain subsidiaries which have sold differential membership interests (see Note 9 – Noncontrolling Interests) in entities which own and operate wind generation facilities as well as solar projects, including related battery storage facilities, and stand-alone battery storage facility. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligations, of the VIEs, totaled approximately $ million and $ million, respectively, at March 31, 2025. At December 31, 2024, there were VIEs and the assets and liabilities of those VIEs at such date totaled approximately $ million and $ million, respectively.

At March 31, 2025 and December 31, 2024, XPLR OpCo also consolidated VIEs related to the sales of noncontrolling Class B membership interests in certain XPLR subsidiaries (see Note 7 – Class B Noncontrolling Interests and Note 9 – Noncontrolling Interests) which have ownership interests in and operate wind and solar facilities with a combined net generating capacity of approximately MW and battery storage capacity of MW, as well as ownership interests in natural gas pipeline assets (Class B VIEs). These entities are considered VIEs because the holders of the noncontrolling Class B membership interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment – net, intangible assets – PPAs – net and investments in equity method investees, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs – net, noncurrent other liabilities and asset retirement obligations, of the VIEs totaled approximately $ million and $ million, respectively, at March 31, 2025 and $ million and $ million, respectively, at December 31, 2024. Certain of the Class B VIEs include other VIEs related to XPLR's ownership interests in Rosmar Holdings, LLC, Silver State South Solar, LLC (Silver State), Meade Pipeline Co LLC (Meade), Pine Brooke Class A Holdings, LLC, Star Moon Holdings, LLC (Star Moon Holdings) and Emerald Breeze Holdings, LLC (Emerald Breeze). In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $ million and $ million of assets and $ million and $ million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at March 31, 2025 and December 31, 2024, respectively.

14

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
MW in which XPLR has an indirect % controlling ownership interest, which is a VIE. The assets, primarily property, plant and equipment – net, and the liabilities, primarily asset retirement obligation and noncurrent other liabilities, of the VIE totaled approximately $ million and $ million, respectively, at March 31, 2025 and $ million and $ million, respectively, at December 31, 2024. This VIE contains entities which have sold differential membership interests and approximately $ million and $ million of assets and $ million and $ million of liabilities at March 31, 2025 and December 31, 2024, respectively, are also included in the disclosure of VIEs related to differential membership interests above.

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

At March 31, 2025, XPLR had an indirect equity method investment in NEER solar projects with a total generating capacity of MW and battery storage capacity of MW. Through a series of transactions, a subsidiary of XPLR issued XPLR OpCo Class B Units, Series 1 and XPLR OpCo Class B Units, Series 2, to NEER for approximately % of the ownership interests in the solar projects (non-economic ownership interests). NEER, as holder of the XPLR OpCo Class B Units, will retain % 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 has agreed to indemnify XPLR against all risks relating to XPLR’s ownership of the projects until NEER offers to sell economic interests to XPLR and XPLR accepts such offer, if XPLR chooses to do so. NEER has also agreed to continue to manage the operation of the projects at its own cost, and to contribute to the projects any capital necessary for the operation of the projects, until NEER offers to sell economic interests to XPLR and XPLR accepts such offer. At March 31, 2025 and December 31, 2024, XPLR's equity method investment related to the non-economic ownership interests of approximately $ million and $ million, respectively, is reflected as noncurrent other assets on XPLR's condensed consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income (loss) attributable to noncontrolling interests. 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.

6.

 
(a)
March 2025
XPLR OpCo senior unsecured notes
Fixed(b)
$ 

(b)
2024()$ Denominator:      Earnings per common unit attributable to XPLR:()$ ()$ 
————————————

Class B Noncontrolling Interests – In 2019, a subsidiary of XPLR sold Class B membership interests in XPLR Renewables II to a third-party investor. In April 2025, XPLR exercised its buyout right and purchased the remaining outstanding Class B membership interests in XPLR Renewables II for approximately $ million.

Accumulated Other Comprehensive Income (Loss) – During the three months ended March 31, 2025, XPLR recognized less than $ million of other comprehensive income related to an equity method investee. During the three months ended March 31, 2024, XPLR recognized less than $ million of other comprehensive income related to an equity method investee. At March 31, 2025 and 2024, XPLR's accumulated other comprehensive loss totaled approximately $ million and $ million, respectively, of which $ million and $ million, respectively, was attributable to noncontrolling interest and $ million and $ million, respectively, was attributable to XPLR.

8. 

million and $ million during the three months ended March 31, 2025 and 2024, respectively, were capitalized. Remaining costs under these agreements are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss).

Management Services Agreement – Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to XPLR, including managing XPLR’s day-to-day affairs and providing individuals to act as XPLR’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and XPLR subsidiaries. XPLR OpCo pays NEE an annual management fee equal to the greater of % of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $ million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent % of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $ million (as adjusted for inflation beginning in 2016). XPLR OpCo also made certain payments to NEE based on the achievement by XPLR OpCo of certain target quarterly distribution levels to its unitholders. In May 2023, the MSA was amended to suspend these payments to be paid by XPLR OpCo in respect to each calendar quarter beginning with the payment related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. XPLR’s O&M expenses for the three months ended March 31, 2025 and 2024 include approximately $ million and $ million, respectively, related to the MSA.

16

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
million and $ million, respectively, related to the CSCS agreement and in 2025 includes $() million related to true-up of amounts previously charged.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) from XPLR OpCo under the CSCS agreement or XPLR OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or XPLR OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by XPLR OpCo's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER or its affiliates in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo. At March 31, 2025 and December 31, 2024, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $ million and $ million, respectively, and are included in due from related parties on XPLR's condensed consolidated balance sheets. During the three months ended March 31, 2024, XPLR recorded interest income of approximately $ million due from NEER for cash sweep amounts held relating to proceeds from the December 2023 sale of the natural gas pipelines located in Texas (Texas pipelines), which is reflected in other – net on the condensed consolidated statements of income (loss).

Guarantees and Letters of Credit Entered into by Related Parties – Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements and agreements relating to sales of renewable energy tax credits, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above. At March 31, 2025, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $ billion related to these obligations.

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. At March 31, 2025 and December 31, 2024, the note payable was approximately $ million and $ million, respectively and is included in long-term debt on XPLR's condensed consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.

Due to Related Parties – Noncurrent amounts due to related parties on XPLR's condensed 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. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in noncurrent other assets on XPLR's condensed consolidated balance sheets.

Tax Allocations – In March 2024, NEE Equity, as holder of the Class P units, was allocated for the 2023 tax year taxable gains for U.S. federal income tax purposes of approximately $ million from the transaction specified in the limited partnership agreement of XPLR OpCo.

9.

million and $ million, respectively, of restricted cash included in current other assets on XPLR's condensed consolidated balance sheets. Restricted cash at March 31, 2025 and December 31, 2024 is primarily related to an operating cash reserve. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

17

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 $ Accumulated depreciation()()Property, plant and equipment – net$ $ 

 million and $ million are reported in the cash received for income taxes – net within the supplemental disclosures of cash flow information on XPLR's condensed consolidated statements of cash flows.

% noncontrolling interest in XPLR OpCo, NEER's % noncontrolling ownership interest in Silver State, NEER's % noncontrolling interest in Sunlight Renewables Holdings, NEER's % noncontrolling interest in Emerald Breeze, a third-party's % interest in Star Moon Holdings and the non-economic ownership interests. The impact of the net income (loss) attributable to the differential membership interests and the Class B noncontrolling ownership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income attributable to XPLR based on the respective ownership percentage of XPLR OpCo.

 $ $ $ $ Net income (loss) attributable to noncontrolling interests ()() ()
Related party contributions
— —  —  Distributions, primarily to related parties— — ()()()Differential membership investment contributions, net of distributions and buyouts—  — —  
Payments to Class B noncontrolling interest investors
()— — — ()Balances, March 31, 2025$ $ $ $ $ 
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.

18

XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(unaudited)
 $ $ $ $ Related party note receivable— —  —  Net income (loss) attributable to noncontrolling interests ()  ()Related party contributions— —  —  Distributions, primarily to related parties— — ()()()
Differential membership investment contributions, net of distributions
—  — —  Payments to Class B noncontrolling interest investors()— — — ()Balances, March 31, 2024$ $ $ $ $ 
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.


 $ 

March 31, 2025December 31, 2024
(millions)
278 
(13)
(98)$70 

20

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 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. Operating revenues increased $25 million for the three months ended March 31, 2025. The increase primarily reflects higher revenues of approximately $16 million due to favorable wind resource (103% of long-term average wind speeds in 2025 compared to 97% in 2024) and $7 million due to solar generation which had a planned outage in 2024.

Operating Expenses

Goodwill Impairment Charge
The $253 million goodwill impairment charge recognized during the three months ended March 31, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025. See Note 3 – Nonrecurring Fair Value Measurements.

Other Income (Deductions)

Interest Expense
The increase in interest expense of $146 million during the three months ended March 31, 2025 primarily reflects approximately $159 million of unfavorable mark-to-market activity ($90 million of losses recorded in 2025 compared to $69 million of gains in 2024), partly offset by $13 million of lower interest expense due to decreased average debt outstanding.

Other – net
For the three months ended March 31, 2025, the change in other – net primarily reflects the absence of the interest income from NEER for cash sweep amounts held relating to proceeds from the December 2023 sale of the Texas pipelines.

Income Taxes

For the three months ended March 31, 2025, XPLR recorded income tax benefit of $45 million on loss before income taxes of $373 million, resulting in an effective tax rate of approximately 12%. The tax benefit is primarily comprised of tax benefits of approximately $78 million at the U.S. federal statutory rate of 21%, $9 million of state taxes and $5 million attributable to renewable energy tax credits, partly offset by tax expense of $47 million related to taxes attributable to noncontrolling interests. See Note 4.

For the three months ended March 31, 2024, XPLR recorded income tax benefit of $13 million on income before income taxes of $22 million, resulting in an effective tax rate of approximately (59)%. The tax benefit is primarily comprised of tax benefits of approximately $11 million related to taxes attributable to noncontrolling interests and $8 million attributable to renewable energy tax credits, partly offset by tax expense of $5 million at the U.S. federal statutory rate of 21%. See Note 4.

Net Loss Attributable to Noncontrolling Interests

For the three months ended March 31, 2025, the change in net loss attributable to noncontrolling interests primarily reflects the change in the net income or loss attributable to NEE Equity's noncontrolling interest of approximately $205 million ($132 million of net loss in 2025 compared to $73 million of net income in 2024), partly offset by lower net loss allocated to differential membership interest investors of $10 million ($193 million in 2025 compared to $203 million in 2024). See Note 9 – Noncontrolling Interests.

Liquidity and Capital Resources

XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 8, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 6 and Note 2) and distributions to the holders of noncontrolling interests. XPLR expects to satisfy these requirements primarily with cash on hand and cash generated from operations. In addition, XPLR expects to consider additional repowering opportunities at its existing projects and other investment opportunities, and 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 9 – Noncontrolling Interests and Note 7 – Class B Noncontrolling Interests). 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. XPLR may also utilize non-voting common units (convertible into common units) to fund the payment of specified portions of the purchase price payable in connection with the exercise of certain buyout rights (see Note 9 – Noncontrolling Interests and Note 7 – Class B Noncontrolling Interests). In addition, XPLR expects to fund debt maturities through refinancing. XPLR may, but does not expect to, issue common units to satisfy XPLR's conversion obligation in excess of the aggregate principal amount of the convertible notes upon conversion (see Note 6).

21

These sources of funds are expected to be adequate to provide for XPLR's short-term and long-term liquidity and capital needs, although its ability to fund repowering of existing projects, fund battery storage and other investment opportunities, fund the purchase price payable in connection with the exercise of buyout rights, refinance debt maturities and return capital to common unitholders will depend on its ability to access capital on acceptable terms.

As a normal part of its business, depending on market conditions, XPLR expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness or equity arrangements. If available, additional debt financing, including refinancing, could impose operating restrictions, additional cash payment obligations and additional covenants, such as limitations on distributions to common unitholders.

XPLR OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by XPLR OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. XPLR OpCo will have a claim for any funds that NEER fails to return:

•    when required by its subsidiaries’ financings;
•    when its subsidiaries’ financings otherwise permit distributions to be made to XPLR OpCo;
•    when funds are required to be returned to XPLR OpCo; or
•    when otherwise demanded by XPLR OpCo.

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

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo.

Liquidity Position

At March 31, 2025, XPLR's liquidity position was approximately $4,023 million. The table below provides the components of XPLR’s liquidity position:
March 31, 2025Maturity Date
(millions)
Cash and cash equivalents
$1,530 
(a)
Amounts due under the CSCS agreement
93 
Revolving credit facility(b)
2,450 2029
Less issued letters of credit(50)
Total$4,023 

____________________
(a)    See Equity Arrangements below.
(b)    Approximately $90 million of the XPLR OpCo credit facility expires in 2028. See Financing Arrangements below.

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.

22

Financing Arrangements

XPLR OpCo and its direct subsidiary are parties to the $2,450 million XPLR OpCo credit facility. During the three months ended March 31, 2025, approximately $330 million of borrowings outstanding under the XPLR OpCo credit facility were repaid. In order to borrow or to have letters of credit issued under the XPLR OpCo credit facility as well as to avoid default and related acceleration provisions, XPLR OpCo and its direct subsidiary are required to, among other things, be in compliance with financial covenants of a maximum leverage ratio and a minimum interest coverage ratio, as defined in the XPLR OpCo credit facility. At March 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. See Note 6.

During the three months ended March 31, 2025, XPLR OpCo issued $825 million of 8.375% senior unsecured notes due 2031 and $925 million of 8.625% senior unsecured notes due 2033, and approximately $182 million principal amount of the 2020 convertible notes were repurchased for $177 million. See Note 6.

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. 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. In addition, under the project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financing has occurred and is continuing at the time of such distribution or would result therefrom, and each project or group of projects is otherwise in compliance with the related covenants. For substantially all of the project-level financing structures, minimum debt service coverage ratios must be satisfied in order to make a distribution. At March 31, 2025, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

Equity Arrangements

In April 2025, XPLR exercised its buyout right and purchased the remaining outstanding Class B membership interests in XPLR Renewables II. See Note 7 – Class B Noncontrolling Interests.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including development and construction expenditures that are expected to increase XPLR OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the three months ended March 31, 2025 and 2024, XPLR had capital expenditures of approximately $89 million and $64 million, respectively.

Cash Flows

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following table reflects the changes in cash flows for the comparative periods:
Three Months Ended March 31,
20252024Change
(millions)
Net cash provided by operating activities
$90 $78 $12 
Net cash provided by (used in) investing activities$(49)$42 $(91)
Net cash provided by (used in) financing activities$1,217 $(113)$1,330 

Net Cash Provided by Operating Activities

The increase in net cash provided by operating activities was primarily driven by higher resource, lower O&M expenses and the timing of transactions impacting working capital.

23

Net Cash Provided by (Used in) Investing Activities
Three Months Ended March 31,
20252024
(millions)
Capital expenditures and other investments$(89)$(64)
Payments from related parties under CSCS agreement – net34 68 
Reimbursements from related parties for capital expenditures— 34 
Other – net
6 4 
Net cash provided by (used in) investing activities$(49)$42 

The change in net cash provided by (used in) investing activities was primarily driven by higher capital expenditures and other investments, net of reimbursements, and lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement.

Net Cash Provided by (Used in) Financing Activities
Three Months Ended March 31,
20252024
(millions)
Proceeds from issuance of common units – net$3 $3 
Issuances (retirements) of long-term debt – net1,218 (1)
Debt issuance costs(19)(2)
Partner contributions (distributions) – net(16)(159)
Proceeds related to differential membership interests – net
53 64 
Payments related to Class B noncontrolling interests – net
(21)(18)
Other – net(1)— 
Net cash provided by (used in) financing activities$1,217 $(113)


The change in net cash provided by (used in) financing activities primarily reflects issuances of long-term debt in 2025 and lower partner distributions.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those that XPLR believes are both most important to the portrayal of its financial condition and results of operations, and require complex, subjective judgments, often as a result of the need to make assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the critical accounting estimates may result in materially different amounts being reported under different conditions or using different assumptions. XPLR’s significant accounting policies, including those requiring critical accounting estimates, were reported in the 2024 Form 10-K. There have been no material changes regarding these significant accounting policies, including critical accounting estimates.

See Note 3 – Nonrecurring Fair Value Measurements for a discussion of goodwill impairment and Management’s Discussion – Overview for a discussion regarding a potential sale of XPLR’s ownership interest in Meade.

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.

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. 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 2).

XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At March 31, 2025, approximately 99% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged. At March 31, 2025, the estimated fair value of XPLR's long-term debt was approximately $6.4 billion and the carrying value of the long-term debt was $6.5 billion. See Note 3 – 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 $118 million at March 31, 2025.

At March 31, 2025, XPLR had interest rate contracts with a net notional amount of approximately $4.0 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based
24

upon a hypothetical 10% decrease in rates, XPLR’s net derivative assets at March 31, 2025 would decrease by approximately $63 million.

Counterparty Credit Risk

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

As of March 31, 2025, XPLR had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of XPLR's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of XPLR concluded that XPLR's disclosure controls and procedures were effective as of March 31, 2025.

(b)    Changes in Internal Control Over Financial Reporting

XPLR is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout XPLR. However, there has been no change in XPLR's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during XPLR's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, XPLR's internal control over financial reporting.

25

PART II – OTHER INFORMATION
Item 1. Legal Proceedings

None. 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 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the 2024 Form 10-K. The factors discussed in Part I, Item 1A. Risk Factors in the 2024 Form 10-K, as well as other information set forth in this report, which could materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan, should be carefully considered. The risks described in the 2024 Form 10-K are not the only risks facing XPLR. Additional risks and uncertainties not currently known to XPLR, or that are currently deemed to be immaterial, also may materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Information regarding purchases made by XPLR of its common units during the three months ended March 31, 2025 is as follows:
Period
Total Number
of Units Purchased(a)
Average Price Paid
Per Unit		Total Number of Units
Purchased as Part of a
Publicly Announced
Program		Maximum Number of
Units that May Yet be
Purchased Under the
Program
1/1/25 – 1/31/25— — ——
2/1/25 – 2/28/2522,808$8.51 ——
3/1/25 – 3/31/25—— ——
Total22,808$8.51 —
____________________
(a)    In February 2025, shares of common units were withheld from recipients to pay certain withholding taxes upon the vesting of stock awards granted to such recipients under the NextEra Energy Partners, LP 2014 Long Term Incentive Plan.

Item 5. Other Information

(c)    During the three months ended March 31, 2025, no director or officer of XPLR or a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Certain exhibits listed below refer to "NextEra Energy Partners, LP" and "NextEra Energy Operating Partners, LP" and were effective prior to the change of the name NextEra Energy Partners, LP to XPLR Infrastructure, LP and of the name NextEra Energy Operating Partners, LP to XPLR Infrastructure Operating Partners, LP, in the first quarter of 2025.

Exhibit
Number		Description
3.1*
3.2*
3.3*
3.4*
4.1*
4.2*
4.3*
4.4*
10.1*
26

Exhibit
Number		Description
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
31(a)
31(b)
32
101.INSXBRL Instance Document – XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Schema Document
101.PREXBRL Presentation Linkbase Document
101.CALXBRL Calculation Linkbase Document
101.LABXBRL Label Linkbase Document
101.DEFXBRL Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
* Incorporated herein by reference

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

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  May 8, 2025
XPLR INFRASTRUCTURE, LP
(Registrant)
JAMES M. MAY
James M. May
Controller
(Principal Accounting Officer)

28

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