XPLR Infrastructure, LP

Previous wording

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 had an investment in natural gas pipeline assets, which investment was sold in September 2025 (see Note 1). XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At September 30, 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.

Current wording

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 had an investment in natural gas pipeline assets, which was sold in September 2025 and has been presented as discontinued operations (see Note 1). XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At March 31, 2026, 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.

Previous wording

A number of legislative, executive and administrative activities have 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. A number of similar activities remain pending or are in various phases of implementation, such as 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. 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. XPLR will assess any further developments for potential impacts in future periods.

Current wording

A number of legislative, executive and administrative activities occurred in 2025 and 2026 that affect XPLR including 1) the enactment of the One Big Beautiful Bill Act (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. 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. 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. XPLR will assess any further developments for potential impacts in future periods.

Previous wording

O&M expenses increased $23 million during the three months ended September 30, 2025 primarily reflecting higher net operating expenses at the existing XPLR projects of approximately $16 million, primarily dismantlement costs associated with repowering of wind facilities of $12 million, and $7 million higher corporate expenses primarily relating to fees associated with the sale of the Meade pipeline investment.

Current wording

O&M expenses increased $24 million during the three months ended March 31, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects of approximately $13 million, which primarily reflects $17 million relating to higher outside services and rent expense associated with major component repairs, partly offset by $7 million of lower materials and supplies costs. The increase in O&M expenses also reflects the absence of a true-up of CSCS fees which occurred in 2025 of approximately $11 million.

Previous wording

The $253 million goodwill impairment charge recognized during the nine months ended September 30, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025. See Note 4 – Nonrecurring Fair Value Measurements.

Current wording

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 4 – Nonrecurring Fair Value Measurements.

Previous wording

The decrease in interest expense of $30 million during the three months ended September 30, 2025 primarily reflects approximately $64 million of favorable mark-to-market activity ($1 million of gains recorded in 2025 compared to $63 million of losses in 2024), partly offset by $35 million of higher interest expense due to higher average debt outstanding.

Current wording

The decrease in interest expense of $33 million during the three months ended March 31, 2026 primarily reflects approximately $89 million of favorable mark-to-market activity ($9 million of gains recorded in 2026 compared to $80 million of losses in 2025), partly offset by $56 million of higher interest expense due to higher average debt outstanding with higher interest rates.

Previous wording

For the nine months ended September 30, 2025, XPLR recorded income tax benefit of $36 million on loss from continuing operations before income taxes of $354 million, resulting in an effective tax rate of approximately 10%. The tax benefit is primarily comprised of income tax benefits of approximately $74 million at the federal statutory rate of 21%, $34 million attributable to clean energy tax credits and $7 million of state income taxes, partly offset by tax expense of $77 million related to taxes attributable to noncontrolling interests. See Note 5.

Current wording

For the three months ended March 31, 2025, XPLR recorded income tax benefit of $42 million on loss from continuing operations before income taxes of $349 million, resulting in an effective tax rate of approximately 12%. The tax benefit is primarily comprised of income tax benefits of approximately $73 million at the federal statutory rate of 21%, $8 million of state income taxes and $5 million attributable to clean energy tax credits, partly offset by tax expense of $44 million related to taxes attributable to noncontrolling interests. See Note 5.

Previous wording

Income (loss) from discontinued operations reflects the results of the Meade pipeline investment and interest on related project-level indebtedness prior to the sale in September 2025. See Note 1.

Current wording

Loss from discontinued operations reflects the results of the Meade pipeline investment and interest on related project-level indebtedness prior to the sale in September 2025. See Note 1.

Previous wording

For the nine months ended September 30, 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 $237 million ($31 million of net loss in 2025 compared to $206 million of net income in 2024) and lower net income attributable to Class B noncontrolling membership interests of $38 million, primarily due to the buyout of the Class B membership interests in XPLR Renewables II in April 2025 (see Note 8 – Class B Noncontrolling Interests), partly offset by lower net loss allocated to differential membership interest investors of $63 million ($524 million in 2025 compared to $587 million in 2024). See Note 10 – Noncontrolling Interests.

Current wording

For the three months ended March 31, 2026, 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 $134 million ($2 million of net income in 2026 compared to $132 million of net loss in 2025) and lower net loss allocated to differential membership interest investors of $36 million ($157 million in 2026 compared to $193 million in 2025), partly offset by lower net income attributable to Class B noncontrolling membership interests of $21 million, primarily due to the buyout of the Class B noncontrolling membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.

Previous wording

XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 9, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 7 and Note 3) 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 are a party (see Note 10 – Noncontrolling Interests and Note 8 – 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 at-the-market equity issuance 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 10 – Noncontrolling Interests and Note 8 – 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 7).

Current wording

XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 9, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 7 and Note 3) 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 Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are parties (see Note 10 – 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 sales of clean energy tax credits (see Note 10 – Income Taxes), and may be funded with divestitures or issuances of additional XPLR common units, including under its ATM program (see Note 8 – 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 10 – 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.

Previous wording

At September 30, 2025, XPLR's liquidity position was approximately $3,174 million. The table below provides the components of XPLR’s liquidity position:

Current wording

At March 31, 2026, XPLR's liquidity position was approximately $2,199 million. The table below provides the components of XPLR’s liquidity position:

Previous wording

(b) Excludes a term loan facility discussed below due to restrictions on the use of the borrowings. See Note 7.

Current wording

(a) Excludes the term loan facility discussed below due to restrictions on the use of the borrowings. See Note 7.

Previous wording

XPLR OpCo and its direct subsidiary are parties to the $2,450 million XPLR OpCo credit facility. During the nine months ended September 30, 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 September 30, 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 7.

Current wording

XPLR OpCo and its direct subsidiary are parties to the $1,250 million revolving credit facility which matures in February 2031. 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, 2026, 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 7.

Previous wording

During the nine months ended September 30, 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. Also during the nine months ended September 30, 2025, certain indirect subsidiaries of XPLR entered into limited-recourse senior secured variable rate term loan facilities (term loan facilities) to finance certain wind repowering projects totaling $1,047 million, which mature in 2030. At September 30, 2025, the XPLR subsidiaries had borrowed approximately $412 million under the term loan facilities and a total of $635 million was available under the combined facilities, subject to specified conditions. In October and November 2025, the XPLR subsidiaries borrowed approximately $203 million and $157 million, respectively, under the term loan facilities. As of November 4, 2025, approximately $274 million was available under the combined facilities, subject to specified conditions. See Note 7 and Part II, Item 5(a).

Current wording

During the three months ended March 31, 2026, indirect subsidiaries of XPLR borrowed approximately $291 million under one limited-recourse senior secured variable rate term loan facility and at March 31, 2026, $259 million was available under the facility, subject to specified conditions. In April 2026, indirect subsidiaries of XPLR borrowed approximately $232 million under the term loan facility. As of May 7, 2026, approximately $27 million was available under the facility, subject to specified conditions. See Note 7.

Previous wording

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 nine months ended September 30, 2025 and 2024, XPLR had capital expenditures of approximately $684 million and $189 million, respectively, primarily relating to repowering of wind facilities.

Current wording

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, 2026 and 2025, XPLR had capital expenditures of approximately $25 million and $89 million, respectively, primarily relating to repowering of wind facilities. XPLR expects to have capital expenditures totaling approximately $315 million related to investments in four joint ventures which will each develop, construct and operate a separate battery storage project which are expected to be completed in 2027 (see Note 11 – Commitments). These estimates are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.

Previous wording

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

Current wording

The change in net cash provided by (used in) operating activities was primarily driven by higher O&M and interest expenses and the timing of transactions impacting working capital.

Previous wording

Net Cash Used in Financing Activities

Current wording

Net Cash Used in Investing Activities

Previous wording

The change in net cash provided by investing activities 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 higher distributions from non-economic ownership interests (see Note 6 for discussion regarding non-economic ownership interests).

Current wording

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

Previous wording

The change in net cash used in financing activities 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 interests in 2025.

Current wording

The decrease in net cash provided by financing activities primarily reflects lower issuances of long-term debt, net of retirements and buyout of differential membership investors in 2026.

Previous wording

XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At September 30, 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 September 30, 2025, the estimated fair value of XPLR's long-term debt was approximately $5.9 billion and the carrying value of the long-term debt was $5.9 billion. See Note 4 – 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 $94 million at September 30, 2025.

Current wording

XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At March 31, 2026, 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. At March 31, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.5 billion and the carrying value of the long-term debt was $6.3 billion. See Note 4 – 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 $115 million at March 31, 2026.

Previous wording

At September 30, 2025, XPLR had interest rate contracts with a net notional amount of approximately $3.0 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 September 30, 2025 would decrease by approximately $48 million.

Current wording

At March 31, 2026, 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 March 31, 2026 would decrease by approximately $40 million.