XPLR Infrastructure, LP
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 28, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
| Three Months Ended June 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| OPERATING REVENUES(a) | $363 | $342 | $638 | $624 |
| OPERATING EXPENSES | ||||
| Operations and maintenance(b) | 144 | 102 | 277 | 212 |
| Depreciation and amortization | 143 | 141 | 284 | 277 |
| Goodwill impairment charge | — | — | — | 253 |
| Taxes other than income taxes and other – net | 17 | 18 | 35 | 37 |
| Total operating expenses – net | 304 | 261 | 596 | 779 |
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | 1 | 9 | 1 | 12 |
| OPERATING INCOME (LOSS) | 60 | 90 | 43 | (143) |
| OTHER INCOME (DEDUCTIONS) | ||||
| Interest expense | (92) | (114) | (194) | (250) |
| Equity in earnings of equity method investees | 25 | 31 | 37 | 48 |
| Other – net | 9 | 5 | 17 | 7 |
| Total other deductions – net | (58) | (78) | (140) | (195) |
| INCOME (LOSS) BEFORE INCOME TAXES | 2 | 12 | (97) | (338) |
| INCOME TAX BENEFIT | (11) | (38) | (62) | (80) |
| INCOME (LOSS) FROM CONTINUING OPERATIONS | 13 | 50 | (35) | (258) |
| LOSS FROM DISCONTINUED OPERATIONS, net of tax benefit of $3 and $6, respectively | — | (14) | — | (34) |
| NET INCOME (LOSS)(c) | 13 | 36 | (35) | (292) |
| NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 25 | 43 | 106 | 273 |
| NET INCOME (LOSS) ATTRIBUTABLE TO XPLR | $38 | $79 | $71 | $(19) |
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution: | ||||
| From continuing operations | $0.40 | $0.93 | $0.76 | $(0.01) |
| From discontinued operations | — | (0.09) | — | (0.19) |
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution | $0.40 | $0.84 | $0.76 | $(0.20) |
(a)Includes related party revenues of approximately $10 million and $7 million for the three months ended June 30, 2026 and 2025, respectively, and $26 million and $21 million for the six months ended June 30, 2026 and 2025, respectively.
(b) Total O&M expenses presented include related party amounts of approximately $25 million and $7 million for the three months ended June 30, 2026 and 2025, respectively, and $66 million and $40 million for the six months ended June 30, 2026 and 2025, respectively.
(c)For each of the three and six months ended June 30, 2026 and 2025, XPLR recognized less than $1 million of other comprehensive income related to an equity method investee, which was primarily attributable to a noncontrolling interest.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $500 | $960 |
| Accounts receivable | 162 | 102 |
| Other receivables | 82 | 93 |
| Due from related parties | 65 | 43 |
| Inventory | 111 | 103 |
| Other | 142 | 121 |
| Total current assets | 1,062 | 1,422 |
| Other assets: | ||
| Property, plant and equipment – net | 15,185 | 15,366 |
| Intangible assets – PPAs – net | 1,565 | 1,648 |
| Investments in equity method investees | 629 | 625 |
| Other | 548 | 534 |
| Total other assets | 17,927 | 18,173 |
| TOTAL ASSETS | $18,989 | $19,595 |
| LIABILITIES AND EQUITY | ||
| Current liabilities: | ||
| Accounts payable and accrued expenses | $44 | $58 |
| Due to related parties | 427 | 498 |
| Current portion of long-term debt | 120 | 762 |
| Accrued interest | 109 | 103 |
| Accrued property taxes | 33 | 29 |
| Other | 102 | 118 |
| Total current liabilities | 835 | 1,568 |
| Other liabilities and deferred credits: | ||
| Long-term debt | 5,910 | 5,440 |
| Asset retirement obligations | 377 | 373 |
| Due to related parties | 81 | 93 |
| Intangible liabilities – PPAs – net | 990 | 1,034 |
| Other | 186 | 188 |
| Total other liabilities and deferred credits | 7,544 | 7,128 |
| TOTAL LIABILITIES | 8,379 | 8,696 |
| COMMITMENTS AND CONTINGENCIES | ||
| EQUITY | ||
| Common units (94.3 and 94.0 units issued and outstanding, respectively) | 3,242 | 3,195 |
| Accumulated other comprehensive loss | (5) | (5) |
| Noncontrolling interests | 7,373 | 7,709 |
| TOTAL EQUITY | 10,610 | 10,899 |
| TOTAL LIABILITIES AND EQUITY | $18,989 | $19,595 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $(35) | $(292) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 284 | 277 |
| Intangible amortization – PPAs | 40 | 41 |
| Change in value of derivative contracts | (20) | 140 |
| Deferred income taxes | (12) | (82) |
| Equity in earnings of equity method investees, net of distributions received | (3) | 31 |
| Equity in earnings of non-economic ownership interests, net of distributions received | — | 15 |
| Gains on disposal of businesses/assets – net | (1) | (12) |
| Goodwill impairment charge | — | 253 |
| Other – net | 13 | 9 |
| Changes in operating assets and liabilities: | ||
| Current assets | (91) | (111) |
| Noncurrent assets | (13) | (8) |
| Current liabilities | 65 | 42 |
| Noncurrent liabilities | 1 | 19 |
| Net cash provided by operating activities | 228 | 322 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Capital expenditures and other investments | (266) | (170) |
| Payments from related parties under CSCS agreement – net | 9 | 111 |
| Distributions from non-economic ownership interests | — | 309 |
| Other – net | 3 | 15 |
| Net cash provided by (used in) investing activities | (254) | 265 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issuance of common units – net | 3 | 4 |
| Issuances of long-term debt, including premiums and discounts | 526 | 2,092 |
| Retirements of long-term debt | (701) | (740) |
| Debt issuance costs | (10) | (35) |
| Partner contributions | 54 | 5 |
| Partner distributions | (35) | (351) |
| Payments to Class B noncontrolling interest investors | (33) | (38) |
| Buyout of Class B noncontrolling interest investors | (149) | (931) |
| Proceeds from differential membership investors | 187 | 81 |
| Payments to differential membership investors | (133) | (23) |
| Buyout of differential membership investors | (141) | (48) |
| Other – net | (4) | (1) |
| Net cash provided by (used in) financing activities | (436) | 15 |
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (462) | 602 |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD | 1,023 | 328 |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD | $561 | $930 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
| Cash paid for interest, net of amounts capitalized | $165 | $63 |
| Cash received for income taxes – net | $50 | $3 |
| Accrued property additions | $318 | $497 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Common Units | |||||
|---|---|---|---|---|---|
| Three Months Ended June 30, 2026 | Units | Amount | AccumulatedOtherComprehensiveLoss | NoncontrollingInterests | TotalEquity |
| Balances, March 31, 2026 | 94.3 | $3,208 | $(5) | $7,530 | $10,733 |
| Issuance of common units – net | — | 1 | — | — | 1 |
| Net income (loss) | — | 38 | — | (25) | 13 |
| Related party contributions | — | — | — | 45 | 45 |
| Distributions, primarily to related parties | — | — | — | (10) | (10) |
| Other differential membership investment activity | — | — | — | (6) | (6) |
| Buyout of Class B noncontrolling interest investors | — | (9)(a) | — | (149) | (158) |
| Payments to Class B noncontrolling interest investors | — | — | — | (13) | (13) |
| Other – net | — | 4 | — | 1 | 5 |
| Balances, June 30, 2026 | 94.3 | $3,242 | $(5) | $7,373 | $10,610 |
(a) Reflects deferred tax impact relating to the buyout.
| Common Units | |||||
|---|---|---|---|---|---|
| Six Months Ended June 30, 2026 | Units | Amount | AccumulatedOtherComprehensiveLoss | NoncontrollingInterests | TotalEquity |
| Balances, December 31, 2025 | 94.0 | $3,195 | $(5) | $7,709 | $10,899 |
| Issuance of common units – net | 0.3 | 1 | — | — | 1 |
| Net income (loss) | — | 71 | — | (106) | (35) |
| Related party contributions | — | — | — | 54 | 54 |
| Distributions, primarily to related parties | — | — | — | (35) | (35) |
| Other differential membership investment activity | — | — | — | 54 | 54 |
| Buyout of differential membership investors | — | (21) | — | (120) | (141) |
| Buyout of Class B noncontrolling interest investors | — | (9)(a) | — | (149) | (158) |
| Payments to Class B noncontrolling interest investors | — | — | — | (33) | (33) |
| Other – net | — | 5 | — | (1) | 4 |
| Balances, June 30, 2026 | 94.3 | $3,242 | $(5) | $7,373 | $10,610 |
(a) Reflects deferred tax impact relating to the buyout.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Common Units | |||||
|---|---|---|---|---|---|
| Three Months Ended June 30, 2025 | Units | Amount | AccumulatedOtherComprehensiveLoss | NoncontrollingInterests | TotalEquity |
| Balances, March 31, 2025 | 94.0 | $3,123 | $(6) | $9,437 | $12,554 |
| Issuance of common units – net | — | 1 | — | — | 1 |
| Net income (loss) | — | 79 | — | (43) | 36 |
| Related party contributions | — | — | — | 1 | 1 |
| Distributions, primarily to related parties | — | — | — | (21) | (21) |
| Changes in non-economic ownership interests | — | — | — | (309) | (309) |
| Other differential membership investment activity | — | — | — | (15) | (15) |
| Buyout of differential membership investors | — | (3) | — | (25) | (28) |
| Buyout of Class B noncontrolling interest investors | — | — | — | (931) | (931) |
| Payments to Class B noncontrolling interest investors | — | — | — | (17) | (17) |
| Balances, June 30, 2025 | 94.0 | $3,200 | $(6) | $8,077 | $11,271 |
| Common Units | |||||
|---|---|---|---|---|---|
| Six Months Ended June 30, 2025 | Units | Amount | AccumulatedOtherComprehensiveLoss | NoncontrollingInterests | TotalEquity |
| Balances, December 31, 2024 | 93.5 | $3,221 | $(6) | $9,651 | $12,866 |
| Issuance of common units – net | 0.5 | 2 | — | — | 2 |
| Net loss | — | (19) | — | (273) | (292) |
| Related party contributions | — | — | — | 5 | 5 |
| Distributions, primarily to related parties | — | — | — | (42) | (42) |
| Changes in non-economic ownership interests | — | — | — | (309) | (309) |
| Other differential membership investment activity | — | — | — | 59 | 59 |
| Buyout of differential membership investors | — | (3) | — | (45) | (48) |
| Buyout of Class B noncontrolling interest investors | — | — | — | (931) | (931) |
| Payments to Class B noncontrolling interest investors | — | — | — | (38) | (38) |
| Other – net | — | (1) | — | — | (1) |
| Balances, June 30, 2025 | 94.0 | $3,200 | $(6) | $8,077 | $11,271 |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements should be read in conjunction with the 2025 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. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation, including presentation of discontinued operations as discussed in Note 1. The results of operations for an interim period generally will not give a true indication of results for the year.
- 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). XPLR's results of operations for the Meade pipeline investment are presented as loss from discontinued operations on its condensed consolidated statements of income (loss) for the three and six months ended June 30, 2025.
The table below presents the financial results of the Meade pipeline investment and interest on related project-level indebtedness included in loss from discontinued operations:
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |
|---|---|---|
| (millions) | ||
| OTHER DEDUCTIONS | ||
| Interest expense | $(17) | $(40) |
| Total other deductions – net | (17) | (40) |
| LOSS BEFORE INCOME TAXES | (17) | (40) |
| INCOME TAX BENEFIT | (3) | (6) |
| LOSS FROM DISCONTINUED OPERATIONS(a) | $(14) | $(34) |
(a) Includes net loss attributable to noncontrolling interests of approximately $6 million and $16 million for the three and six months ended June 30, 2025, respectively, and includes income tax benefit attributable to noncontrolling interests of less than $1 million for all periods presented.
XPLR has elected not to separately disclose discontinued operations on its condensed consolidated statement of cash flows. The table below presents cash flows from discontinued operations for major captions on the condensed consolidated statement of cash flows related to the Meade pipeline investment:
| Six Months Ended June 30, 2025 | |
|---|---|
| (millions) | |
| Change in value of derivative contracts | $25 |
| Deferred income taxes | $(6) |
| Equity in earnings of equity method investees, net of distributions received | $44 |
- Revenue
Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs. XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs. XPLR believes that the obligation to deliver energy is satisfied over time as the customer simultaneously receives and consumes benefits provided by XPLR. In addition, XPLR believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. XPLR’s operating revenues for the three and six months ended June 30, 2026 are revenue from contracts with customers for energy sales of approximately $348 million and $611 million, respectively. XPLR's operating revenues for the three and six months ended June 30, 2025 are revenue from contracts with customers for energy sales of approximately $331 million and $602 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, 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 December 2026 to 2051, will vary based on the volume of energy delivered. At June 30, 2026, XPLR expects to record approximately $153 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.
- Derivative Instruments and Hedging Activity
XPLR uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. XPLR records all derivative instruments that are required to be marked to market as either assets or liabilities on its condensed consolidated balance sheets and measures them at fair value each reporting period. XPLR does not utilize hedge accounting for its derivative instruments. All changes in the interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in XPLR's condensed consolidated statements of income (loss). At June 30, 2026 and December 31, 2025, the net notional amounts of the interest rate contracts were approximately $2.0 billion and $2.2 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 June 30, 2026 and December 31, 2025, XPLR had derivative commodity contracts for power with net notional volumes of approximately 1.7 million MWh and 3.1 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.
Fair Value Measurement of Derivative Instruments – The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or other observable inputs (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. XPLR uses different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or similar assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. XPLR’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.
XPLR estimates the fair value of its derivative instruments using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit profiles. The significant inputs for the resulting fair value measurement of interest rate contracts are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.
The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at June 30, 2026 and December 31, 2025 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's condensed consolidated balance sheets.
| Level 1 · Level 2 · Level 3 · Netting(a) · Total | ||||||
|---|---|---|---|---|---|---|
| (millions) | ||||||
| Assets: | ||||||
| Interest rate contracts | $— | $71 | $— | $— | $71 | |
| Commodity contracts | $— | $— | $6 | $— | 6 | |
| Total derivative assets | $77 | |||||
| Liabilities: | ||||||
| Interest rate contracts | $— | $3 | $— | $— | $3 | |
| Commodity contracts | $— | $— | $8 | $— | 8 | |
| Total derivative liabilities | $11 | |||||
| Net fair value by balance sheet line item: | ||||||
| Current other assets | $19 | |||||
| Noncurrent other assets | 58 | |||||
| Total derivative assets | $77 | |||||
| Current other liabilities | $7 | |||||
| Noncurrent other liabilities | 4 | |||||
| Total derivative liabilities | $11 | |||||
(a) Includes the effect of the contractual ability to settle contracts under master netting arrangements.
| Level 1 · Level 2 · Level 3 · Netting(a) · Total | ||||||
|---|---|---|---|---|---|---|
| (millions) | ||||||
| Assets: | ||||||
| Interest rate contracts | $— | $62 | $— | $— | $62 | |
| Commodity contracts | $— | $— | $3 | $— | 3 | |
| Total derivative assets | $65 | |||||
| Liabilities: | ||||||
| Interest rate contracts | $— | $10 | $— | $— | $10 | |
| Commodity contracts | $— | $— | $10 | $— | 10 | |
| Total derivative liabilities | $20 | |||||
| Net fair value by balance sheet line item: | ||||||
| Current other assets | $22 | |||||
| Noncurrent other assets | 43 | |||||
| Total derivative assets | $65 | |||||
| Current other liabilities | $17 | |||||
| Noncurrent other liabilities | 3 | |||||
| Total derivative liabilities | $20 | |||||
(a) Includes the effect of the contractual ability to settle contracts under master netting arrangements.
Financial Statement Impact of Derivative Instruments –Gains (losses) related to XPLR's derivatives are recorded in XPLR's condensed consolidated statements of income (loss) as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (millions) | ||||
| Interest rate contracts – interest expense | $21 | $(24) | $30 | $(103) |
| Interest rate contracts – loss from discontinued operations | $— | $(3) | $— | $(13) |
| Commodity contracts – operating revenues | $3 | $1 | $5 | $— |
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 June 30, 2026 and December 31, 2025, the aggregate fair value of XPLR's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $3 million and $10 million, respectively.
- Non-Derivative Fair Value Measurements
Non-derivative fair value measurements consist of XPLR's cash equivalents. The fair value of these financial assets is determined by using the valuation techniques and inputs as described in Note 3 – Fair Value Measurement of Derivative Instruments. The fair value of money market funds that are included in cash and cash equivalents, current other assets and noncurrent other assets on XPLR's condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.
Recurring Non-Derivative Fair Value Measurements – XPLR’s fair value measurements made on a recurring basis by fair value hierarchy level are as follows:
| June 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |
| (millions) | ||||||
| Assets: | ||||||
| Cash equivalents | $218 | $— | $218 | $623 | $— | $623 |
| Total assets | $218 | $— | $218 | $623 | $— | $623 |
Financial Instruments Recorded at Other than Fair Value –The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| CarryingValue | FairValue | CarryingValue | FairValue | |
| (millions) | ||||
| Long-term debt, including current maturities(a) | $6,030 | $6,216 | $6,202 | $6,312 |
(a) At June 30, 2026 and December 31, 2025, approximately $6,203 million and $6,298 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 December 31, 2025, approximately $494 million of the fair value relates to the 2022 convertible notes and is Level 2 (see Note 7).
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. 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 noncontrolling 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 $9.50 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 $253 million ($222 million after tax), or the full remaining carrying value of goodwill, which is reflected in its condensed consolidated statement of income (loss) for the six months ended June 30, 2025.
- Income Taxes
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.
A reconciliation of the income tax benefit and effective tax rate based on the statutory U.S. federal income tax rate is as follows:
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||||
| (millions, except for percentages) | ||||||||
| Income tax expense (benefit) at U.S. statutory rate of 21% | $— | 21.0% | $3 | 21.0% | $(20) | 21.0% | $(71) | 21.0% |
| Increases (reductions) resulting from: | ||||||||
| Taxes attributable to noncontrolling interests | (8) | (392.4) | (24) | (206.2) | 10 | (10.8) | 21 | (6.0) |
| State income taxes – net of federal income tax expense (benefit) | 1 | 62.9 | (7) | (59.2) | — | (0.4) | (15) | 4.4 |
| Clean energy tax credits | (5) | (271.1) | (9) | (74.1) | (55) | 56.5 | (14) | 4.2 |
| Valuation allowance | — | 10.5 | — | 2.6 | 2 | (2.2) | 1 | (0.2) |
| Other – net | 1 | 19.1 | (1) | (0.8) | 1 | (0.2) | (2) | 0.3 |
| Income tax benefit and effective tax rate from continuingoperations | $(11) | (550.0)% | $(38) | (316.7)% | $(62) | 63.9% | $(80) | 23.7% |
- Variable Interest Entities
XPLR has identified XPLR OpCo, a limited partnership with a general partner and limited partners, as a VIE. XPLR has consolidated the results of XPLR OpCo and its subsidiaries because of its controlling interest in the general partner of XPLR OpCo. At June 30, 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. 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 June 30, 2026, XPLR OpCo consolidated 13 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 10 – Noncontrolling Interests) in entities which own and operate 28 wind generation facilities as well aseight solar projects, including related battery storage facilities, andone 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 $8,496 million and $506 million, respectively, at June 30, 2026. At December 31, 2025, there were 15 VIEs and the assets and liabilities of those VIEs at such date totaled approximately $9,601 million and $504 million, respectively.
At June 30, 2026 and December 31, 2025, XPLR OpCo also consolidated three VIEs related to the sales of Class B noncontrolling membership interests in certain XPLR subsidiaries (see Note 10 – Noncontrolling Interests) which have ownership interests in and operate wind and solar facilities with a combined net generating capacity of approximately 4,427 MW and battery storage capacity of 120 MW (Class B VIEs). 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. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, 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 $10,011 million and $1,504 million, respectively, at June 30, 2026 and $10,066 million and $1,464 million, respectively, at December 31, 2025. Certain of the Class B VIEs include three other VIEs related to XPLR OpCo's ownership interests in 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 $6,756 million and $7,217 million of assets and $449 million and $419 million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026 and December 31, 2025, XPLR OpCo consolidated Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings), which has interests in a battery storage facility with storage capacity of 230 MW in which XPLR has an indirect 67% controlling ownership interest, and Silver State South Solar, LLC (Silver State), which has interests in a solar generation facility in which XPLR has an indirect 50% controlling ownership interest, which are VIEs. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, and the liabilities, primarily asset retirement obligations and noncurrent other liabilities, of the VIEs totaled approximately $994 million and $32 million, respectively, at June 30, 2026 and $1,006 million and $28 million, respectively, at December 31, 2025. Sunlight Renewables Holdings contains entities which have sold differential membership interests and approximately $323 million and $329 million of assets and $10 million and $8 million of liabilities at June 30, 2026 and December 31, 2025, respectively, are also included in the disclosure of VIEs related to differential membership interests above.
At June 30, 2026 and December 31, 2025, XPLR OpCo's noncontrolling interest in Rosmar Holdings, LLC (Rosmar), which is accounted for under the equity method, is considered a VIE. XPLR's investment in Rosmar totaled approximately $78 million and $82 million at June 30, 2026 and December 31, 2025, respectively.
- Debt
Long-term debt issuances and borrowings by subsidiaries of XPLR during the six months ended June 30, 2026 were as follows:
| Date Issued/Borrowed | Debt Issuances/Borrowings | InterestRate | PrincipalAmount | MaturityDate |
|---|---|---|---|---|
| (millions) | ||||
| March 2026 – April 2026 | Senior secured limited-recourse debt | Variable(a) | $523(b) | 2030 |
(a)Variable rate is based on an underlying index plus a margin. Interest rate contracts, primarily swaps, have been entered into for the debt borrowings.
(b)As of July 28, 2026, approximately $27 million was available underone term loan facility, subject to specified conditions.
In June 2026, XPLR repaid the $500 million principal amount of its 2022 convertible notes at maturity.
XPLR OpCo and its subsidiaries' secured long-term debt agreements are secured by liens on certain assets and contain provisions which, under certain conditions, could restrict the payment of distributions or related party fee payments. At June 30, 2026, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.
- Equity
Earnings Per Unit – Diluted earnings per unit is calculated based on the weighted-average number of common units and potential common units outstanding during the period, including, when outstanding, the dilutive effect of convertible notes (see Note 7). During periods with dilution, the dilutive effect of the outstanding convertible notes is calculated using the if-converted method.
The reconciliation of XPLR's basic and diluted earnings per unit is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (millions, except per unit amounts) | ||||
| Numerator – net income (loss) attributable to XPLR: | ||||
| From continuing operations | $38 | $87 | $71 | $(1) |
| From discontinued operations | — | (8) | — | (18) |
| Net income (loss) attributable to XPLR | $38 | $79 | $71 | $(19) |
| Denominator: | ||||
| Weighted-average number of common units outstanding – basic | 94.3 | 94.0 | 94.2 | 93.8 |
| Effect of dilutive convertible notes(a) | — | — | — | — |
| Weighted-average number of common units outstanding – assuming dilution | 94.3 | 94.0 | 94.2 | 93.8 |
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution: | ||||
| From continuing operations | $0.40 | $0.93 | $0.76 | $(0.01) |
| From discontinued operations | — | (0.09) | — | (0.19) |
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution | $0.40 | $0.84 | $0.76 | $(0.20) |
(a)During all periods the outstanding convertible notes were antidilutive and as such were not included in the calculation of diluted earnings per unit.
ATM Program – XPLR's at-the-market equity issuance program (ATM program) expired in late March 2026. In order to renew the ATM program, in March 2026, XPLR filed a registration statement with the SEC, which became effective in April 2026, for up to $300 million of common units which may be sold under the renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.
Class B Noncontrolling Interests – In 2020 and 2021, a subsidiary of XPLR sold Class B noncontrolling membership interests in Genesis Holdings to a third-party investor. In June 2026, XPLR exercised a buyout right and purchased 10% of the originally issued Class B membership interests in Genesis Holdings for approximately $149 million.
Accumulated Other Comprehensive Loss – For each of the three and six months ended June 30, 2026 and 2025, XPLR recognized less than $1 million of other comprehensive income related to an equity method investee. At June 30, 2026 and 2025, XPLR's accumulated other comprehensive loss totaled approximately $11 million and $12 million, respectively, of which $6 million and $6 million, respectively, was attributable to a noncontrolling interest and $5 million and $6 million, respectively, was attributable to XPLR.
- Related Party Transactions
Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus reimbursable costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss). Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and development and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER. Costs incurred in connection with development and construction coordination provided by NEER, primarily in connection with wind repowering of approximately $13 million and $51 million during the three and six months ended June 30, 2026, respectively, and $203 million and $525 million during the three and six months ended June 30, 2025, 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 1% 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 $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% 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 $4 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 and six months ended June 30, 2026 include approximately $2 million and $4 million, respectively, and for the three and six months ended June 30, 2025 include $3 million and $4 million, respectively, related to the MSA.
Cash Sweep and Credit Support Agreement – XPLR OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy XPLR’s subsidiaries’ contractual obligations. XPLR OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. XPLR’s O&M expenses for the three and six months ended June 30, 2026 include approximately $3 million and $5 million, respectively, and for the three and six months ended June 30, 2025 include $3 million and $5 million, respectively, related to the CSCS agreement and in the six months ended June 30, 2025 also includes $(11) 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 June 30, 2026 and December 31, 2025, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $2 million and $11 million, respectively, and are included in due from related parties on XPLR's condensed consolidated balance sheets.
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, 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. At June 30, 2026, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $1.8 billion related to these obligations. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above.
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 June 30, 2026 and December 31, 2025, the note payable was approximately $90 million and $90 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 – At June 30, 2026 and December 31, 2025, the majority of current and noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets represent amounts owed by certain of XPLR's wind projects to NEER for costs incurred in connection with repowering of wind projects. At June 30, 2026, approximately $246 million of the current amounts related to repowering of certain wind projects will be paid to NEER under payment terms that are on average approximately 150 days. At June 30, 2026 and December 31, 2025, approximately $35 million and $23 million, respectively, of current amounts and $39 million and $51 million, respectively, of noncurrent amounts related to repowering of certain wind projects have payment terms with NEER consistent with the terms of NEER's related payables.
Remaining noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets 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.
- Summary of Significant Accounting and Reporting Policies
Cash and Cash Equivalents– Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. XPLR primarily holds such investments in money market funds. Certain cash and cash equivalents are held at the project level for, among other things, debt service and other operational needs. At June 30, 2026 and December 31, 2025, approximately$260 million and$334 million, respectively, relates to cash and cash equivalents held at the project level.
Restricted Cash – At June 30, 2026 and December 31, 2025, XPLR had approximately $61 million and $62 million, respectively, of restricted cash included in current other assetson XPLR's condensed consolidated balance sheets. Restricted cash at June 30, 2026 and December 31, 2025 is primarily related to an operating cash reserve. Restricted cash reported as current assets is recorded as such based on the anticipated use of these funds.
Property, Plant and Equipment – Property, plant and equipment consists of the following:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| (millions) | ||
| Property, plant and equipment, gross | $18,964 | $18,878 |
| Accumulated depreciation | (3,779) | (3,512) |
| Property, plant and equipment – net | $15,185 | $15,366 |
Income Taxes– Clean energy tax credits generated during the taxable year can be transferred to an unrelated purchaser for cash and are accounted for under Accounting Standards Codification 740 – Income Taxes. Proceeds resulting from the sales of clean energy tax credits for the six months ended June 30, 2026 and 2025 of approximately $50 million and $3 million, respectively, are reported in cash received for income taxes – net within the supplemental disclosures of cash flow information on XPLR's condensed consolidated statements of cash flows.
Noncontrolling Interests –At June 30, 2026, noncontrolling interests on XPLR's condensed consolidated balance sheets primarily reflect the Class B noncontrolling membership interests (the Class B noncontrolling membership interests in Genesis Holdings, XPLR Renewables III and XPLR Renewables IV owned by third parties), the differential membership interests, NEE Equity's approximately 51.2% noncontrolling ownership interest in XPLR OpCo, NEER's 50% noncontrolling ownership interest in Silver State, NEER's 33% noncontrolling ownership interest in Sunlight Renewables Holdings, NEER's 51% noncontrolling ownership interest in Emerald Breeze and a third-party's 50% noncontrolling ownership interest in Star Moon Holdings. The impact of the net income or loss attributable to the differential membership interests and the Class B noncontrolling membership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income or loss attributable to XPLR based on the respective ownership percentage of XPLR OpCo.
Details of the activity in noncontrolling interests are below:
| Class B NoncontrollingMembership Interests | Differential MembershipInterests | NEE's Indirect NoncontrollingOwnership Interests(a) | Other NoncontrollingOwnership Interests(b) | Total NoncontrollingInterests | |
|---|---|---|---|---|---|
| Three Months Ended June 30, 2026 · (millions) | |||||
| Balances, March 31, 2026 | $3,417 | $2,640 | $479 | $994 | $7,530 |
| Net income (loss) attributable to noncontrolling interests | 53 | (157) | 55 | 24 | (25) |
| Related party contributions | — | — | 45 | — | 45 |
| Distributions, primarily to related parties | — | — | (8) | (2) | (10) |
| Differential membership investment contributions, net of distributions | — | (6) | — | — | (6) |
| Payments to Class B noncontrolling interest investors | (13) | — | — | — | (13) |
| Buyout of Class B noncontrolling interest investors | (149) | — | — | — | (149) |
| Other – net | — | 1 | — | — | 1 |
| Balances, June 30, 2026 | $3,308 | $2,478 | $571 | $1,016 | $7,373 |
| Balances, December 31, 2025 | $3,384 | $2,835 | $502 | $988 | $7,709 |
| Net income (loss) attributable to noncontrolling interests | 107 | (314) | 57 | 44 | (106) |
| Related party contributions | — | — | 54 | — | 54 |
| Distributions, primarily to related parties | — | — | (19) | (16) | (35) |
| Differential membership investment contributions, net of distributions | — | 54 | — | — | 54 |
| Buyout of differential membership investors | — | (99) | (21) | — | (120) |
| Payments to Class B noncontrolling interest investors | (33) | — | — | — | (33) |
| Buyout of Class B noncontrolling interest investors | (149) | — | — | — | (149) |
| Other – net | (1) | 2 | (2) | — | (1) |
| Balances, June 30, 2026 | $3,308 | $2,478 | $571 | $1,016 | $7,373 |
(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.
(b)Reflects a third-party's noncontrolling ownership interest in Star Moon Holdings.
| Class B NoncontrollingMembership Interests | Differential MembershipInterests | NEE's Indirect NoncontrollingOwnership Interests(a) | Other NoncontrollingOwnership Interests | Total NoncontrollingInterests | |
|---|---|---|---|---|---|
| Three Months Ended June 30, 2025 · (millions) | |||||
| Balances, March 31, 2025 | $4,429 | $3,317 | $416 | $1,275 | $9,437 |
| Net income (loss) attributable to noncontrolling interests | 60 | (195) | 67 | 25 | (43) |
| Related party contributions | — | — | 1 | — | 1 |
| Distributions, primarily to related parties | — | — | (10) | (11) | (21) |
| Changes in non-economic ownership interests | — | — | — | (309) | (309) |
| Differential membership investment contributions, net of distributions | — | (15) | — | — | (15) |
| Buyout of differential membership investors | — | (21) | (4) | — | (25) |
| Payments to Class B noncontrolling interest investors | (17) | — | — | — | (17) |
| Buyout of Class B noncontrolling interest investors | (931) | — | — | — | (931) |
| Balances, June 30, 2025 | $3,541 | $3,086 | $470 | $980 | $8,077 |
| Balances, December 31, 2024 | $4,376 | $3,457 | $549 | $1,269 | $9,651 |
| Net income (loss) attributable to noncontrolling interests | 134 | (388) | (66) | 47 | (273) |
| Related party contributions | — | — | 5 | — | 5 |
| Distributions, primarily to related parties | — | — | (15) | (27) | (42) |
| Changes in non-economic ownership interests | — | — | — | (309) | (309) |
| Differential membership investment contributions, net of distributions | — | 59 | — | — | 59 |
| Buyout of differential membership investors | — | (42) | (3) | — | (45) |
| Payments to Class B noncontrolling interest investors | (38) | — | — | — | (38) |
| Buyout of Class B noncontrolling interest investors | (931) | — | — | — | (931) |
| Balances, June 30, 2025 | $3,541 | $3,086 | $470 | $980 | $8,077 |
(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.
Segment Information– XPLR’s single reportable segment, through its ownership interest in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets and, in 2025, had an investment in natural gas pipeline assets (see Note 1). XPLR’s reportable segment derives revenues primarily from various non-affiliated parties under long-term PPAs. See Note 2 for information regarding XPLR's operating revenues.
XPLR's significant segment expenses include operations and maintenance, depreciation and amortization, interest expense and income tax benefit which are reflected in XPLR's condensed consolidated statements of income (loss). XPLR's other segment items include goodwill impairment charge, taxes other than income taxes and other – net, equity in earnings of equity method investees, other – net, gains on disposal of businesses/assets – net and loss from discontinued operations, which are reflected in XPLR's condensed consolidated statements of income (loss).
XPLR's additional segment information is as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (millions) | ||
| Capital expenditures and other investments | $266 | $170 |
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| (millions) | ||
| Property, plant and equipment – net | $15,185 | $15,366 |
| Total assets | $18,989 | $19,595 |
| Investments in equity method investees | $629 | $625 |
Sale and Co-Investment Agreement – In February 2026, XPLR OpCo entered into a sale and co-investment agreement (Agreement) with a subsidiary of NEER and in March 2026, XPLR OpCo delivered investment option exercise notices (Notices) to the NEER subsidiary electing to exercise the co-investment options under the Agreement. The Notices state that XPLR OpCo will invest for an ultimate 49% equity interest in each offour joint ventures which will each develop, construct and operate a separate battery storage project. Two of these joint ventures were formed in July 2026 (see below). The NEER subsidiary will ultimately own 51% of each joint venture, will be the managing member of each joint venture and will provide development and construction services to each joint venture and receive an associated fee in accordance with the Agreement. See Note 11 regarding XPLR OpCo's estimated funding commitment.
In July 2026, subsidiaries of XPLR OpCo and subsidiaries of NEER entered into agreements to invest intwo of thefour joint ventures, Mammoth Plains Energy Storage Project Company, LLC and Carousel Energy Storage Project Company, LLC, which will each build a battery storage project at an existing XPLR site. The XPLR OpCo subsidiaries invested a total of approximately $13 million in these joint ventures. Also in July 2026, subsidiaries of XPLR OpCo sold interconnection assets and rights at each of the project sites to the respective joint venture for total consideration of approximately $26 million, and XPLR expects to recognize a gain of $23 million in the third quarter of 2026.
Under the Agreement, XPLR has agreed to sell certain of its existing interconnection assets and rights at thetwo other operating sites to thetwo other joint ventures. XPLR has also agreed to sell interconnection assets and rights at a fifth location directly to a subsidiary of NEER. Total cash consideration for these sales is approximately $19 million.
Under the Agreement, XPLR intends to identify up to 500 MW of additional interconnection assets and rights to potentially sell to a subsidiary of NEER, but will not have the option to co-invest in battery storage projects at these locations. XPLR expects to use some or all of the proceeds from any such sales to fund a portion of its co-investments in thefour joint ventures. The Agreement contains customary representations, warranties and covenants by the parties, including certain indemnification terms and mutual remedies.
Environmental Credits – In May 2026, the Financial Accounting Standards Board issued an accounting standards update related to environmental credits (such as renewable energy credits) and environmental credit obligations. The update provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The standards update will be effective for XPLR beginning January 1, 2028. The requirements will be applied retrospectively with early adoption permitted. XPLR is currently evaluating the effect of adopting this update on its consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
- Commitments and Contingencies
Commitments – At June 30, 2026, XPLR OpCo had funding commitments related tofour to-be-built battery storage projects. At June 30, 2026, XPLR OpCo's funding commitments are estimated to be approximately $49 million and $266 million in 2026 and 2027, respectively. The estimated funding commitments are subject to continuing review and adjustment and the actual amounts invested may vary from these estimates. In July 2026, XPLR OpCo invested approximately $13 million intwo joint ventures which will buildtwo of the battery storage projects.
Legal Proceedings – XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported federal securities class action lawsuit filed in the U.S. District Court for the Southern District of California (Southern District of California) in July 2025 that seeks unspecified damages alleging that the defendants made false and misleading statements regarding XPLR's business model, XPLR distributions and arrangements relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are or were a party. The alleged class includes all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities between September 27, 2023 and January 27, 2025. In January 2026, the plaintiff filed an amended complaint expanding the putative class period to include all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities beginning on May 8, 2023. In March 2026, the defendants filed a motion to dismiss the complaint, which remains pending. The defendants are vigorously defending against the claims in this proceeding.
XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported unitholder derivative action filed in the Southern District of California in August 2025. The complaint alleges, among other allegations, that defendants breached their fiduciary duties by making, or causing XPLR to make, false and misleading statements regarding XPLR's business model, distributions, financial arrangements and equity needs. The plaintiff seeks declaratory and monetary relief, changes to corporate governance and internal procedures, and attorneys’ fees and costs. In November 2025, the Southern District of California issued an order to stay proceedings pending resolution of the motion to dismiss phase in the purported federal securities class action lawsuit described above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.