XPLR Infrastructure, LP
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 3, 2026
XIFR$7.32+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0001603145-26-000032
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001603145-26-000039
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 93 current paragraphs.
60 unchanged; 23 reworded; 9 added; 6 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Net gains (losses) on disposal of businesses/assets increased $35 million during the three months ended September 30, 2026 primarily reflecting the sale of interconnection assets and rights of approximately $33 million recognized in the quarter (see Note 10– Sale and Co-Investment Agreement).
Current report
Equity in earnings of equity method investees decreased $32 million during the three months ended September 30, 2026 primarily due to the absence of the gain on sale of an equity method investment in solar distributed generation assets which was recognized in September 2025.
Current report
For the three months ended September 30, 2026, XPLR recorded income tax expense of $6 million on income from continuing operations before income taxes of $99 million, resulting in an effective tax rate of approximately 6%. The tax expense is primarily comprised of $21 million at the U.S. federal statutory rate of 21%, partly offset by tax benefit of $15 million attributable to clean energy tax credits. See Note 5.
Current report
Net Loss (Income) Attributable to Noncontrolling Interests
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Gains (losses) on Disposal of Businesses/Assets– net
Current report
Net Loss (Income) Attributable to Noncontrolling Interests
Current report
(a) In October 2026, $48 million was drawn on the XPLR OpCo credit facility and $34 million was repaid.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Removed paragraphs (6)
Previous report
Operating Revenues
Previous report
Operating revenues increased $21 million for the three months ended June 30, 2026 primarily due to favorable wind resource (102% of long-term average wind speeds in 2026 compared to 97% in 2025).
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
For the six months ended June 30, 2026, XPLR recorded income tax benefit of $62 million on loss before income taxes of $97 million, resulting in an effective tax rate of approximately 64%. The tax benefit is primarily comprised of tax benefits of approximately $55 million attributable to clean energy tax credits and $20 million at the U.S. federal statutory rate of 21%, partly offset by tax expense of $10 million related to taxes attributable to noncontrolling interests. See Note 5.
Previous report
(a) Excludes the term loan facility discussed below due to restrictions on the use of the borrowings. See Note 7.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Reworded paragraphs (23)
Previous wording
O&M expenses increased $42 million during the three months ended June 30, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects primarily due to approximately $45 million higher benefit in 2025 relating to certain vendor credits for unplanned O&M expenses.
Current wording
O&M expenses decreased $32 million during the three months ended September 30, 2026 primarily reflecting lower net operating expenses at the existing XPLR projects due to approximately $15 million of higher vendor credits in 2026 for unplanned O&M expenses and $15 million of lower dismantlement costs associated with repowering of wind facilities.
Previous wording
Gains on Disposal of Businesses/Assets– net
Current wording
Gains (Losses) on Disposal of Businesses/Assets – net
Previous wording
The decrease in interest expense of $22 million during the three months ended June 30, 2026 primarily reflects approximately $45 million of favorable mark-to-market activity ($21 million of gains recorded in 2026 compared to $24 million of losses in 2025), partly offset by $22 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Current wording
The decrease in interest expense of $72 million during the three months ended September 30, 2026 primarily reflects approximately $87 million of favorable mark-to-market activity ($88 million of gains recorded in 2026 compared to $1 million of gains in 2025), partly offset by $15 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Previous wording
For the three months ended June 30, 2025, XPLR recorded income tax benefit of $38 million on income from continuing operations before income taxes of $12 million, resulting in an effective tax rate of approximately (317)%. The tax benefit is primarily comprised of $24 million related to taxes attributable to noncontrolling interests, $9 million attributable to clean energy tax credits and $7 million of state income taxes, partly offset by income tax expense of approximately $3 million at the federal statutory rate of 21%. See Note 5.
Current wording
For the three months ended September 30, 2025, XPLR recorded income tax expense of $43 million on loss from continuing operations before income taxes of $18 million, resulting in an effective tax rate of approximately (239)%. The tax expense is primarily comprised of $57 million related to taxes attributable to noncontrolling interests and $8 million of state income taxes, partly offset by tax benefit of $20 million attributable to clean energy tax credits and $4 million at the U.S. federal statutory rate of 21%. See Note 5.
Previous wording
For the three months ended June 30, 2026, the change in net loss attributable to noncontrolling interests primarily reflects lower net loss allocated to differential membership investors of $38 million ($157 million in 2026 compared to $195 million in 2025), partly offset by lower net income attributable to NEE Equity's noncontrolling interest of approximately $12 million ($55 million in 2026 compared to $67 million in 2025) and lower net income attributable to Class B noncontrolling membership interests of $7 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.
Current wording
For the three months ended September 30, 2026, the change in net loss (income) attributable to noncontrolling interests primarily reflects higher net income attributable to NEE Equity's noncontrolling interest of approximately $52 million ($87 million in 2026 compared to $35 million in 2025), lower net loss attributable to differential membership investors of $17 million ($119 million in 2026 compared to $136 million in 2025) and higher net income attributable to other noncontrolling interests of $6 million, partly offset by lower net income attributable to Class B noncontrolling membership interests of $6 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
O&M expenses increased $65 million during the six months ended June 30, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects primarily due to approximately $51 million higher benefit in 2025 relating to certain vendor credits for unplanned O&M expenses. 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.
Current wording
O&M expenses increased $34 million during the nine months ended September 30, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects primarily due to approximately $44 million of lower vendor credits for unplanned O&M expenses compared to 2025, partly offset by $32 million of lower dismantlement costs associated with repowering of wind facilities. 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 six months ended June 30, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025. See Note 3 – Nonrecurring Fair Value Measurements.
Current 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.
Previous wording
The $12 million net gains on disposal of businesses/assets recognized during the six months ended June 30, 2025 reflect insurance recoveries on four permanently damaged wind turbines and a working capital adjustment relating to the disposal of a business in 2025.
Current wording
Net gains (losses) on disposal of businesses/assets increased $25 million during the nine months ended September 30, 2026 primarily reflecting the gain on sale of interconnection assets and rights of approximately $33 million recognized in the third quarter (see Note 10–Sale and Co-Investment Agreement), partly offset by a working capital adjustment relating to the disposal of a business in 2025.
Previous wording
The decrease in interest expense of $56 million during the six months ended June 30, 2026 primarily reflects approximately $133 million of favorable mark-to-market activity ($30 million of gains recorded in 2026 compared to $103 million of losses in 2025), partly offset by $77 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Current wording
The decrease in interest expense of $128 million during the nine months ended September 30, 2026 primarily reflects approximately $220 million of favorable mark-to-market activity ($118 million of gains recorded in 2026 compared to $102 million of losses in 2025), partly offset by $92 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Previous wording
Equity in earnings of equity method investees decreased $11 million during the six months ended June 30, 2026 primarily due to the absence of revenue reimbursement received at one of the equity method investments in 2025 relating to an interconnection-related outage in 2024.
Current wording
Equity in earnings of equity method investees decreased $42 million during the nine months ended September 30, 2026 primarily due to the absence of the gain on sale of an equity method investment in solar distributed generation assets which was recognized in September 2025 and the absence of revenue reimbursement received at one of the equity method investments in 2025 relating to an interconnection-related outage in 2024.
Previous wording
For the six months ended June 30, 2026, the change in other – net primarily reflects the interest income earned on cash on hand during the period.
Current wording
For the nine months ended September 30, 2026, the change in other – net primarily reflects the interest income earned on cash on hand during the period.
Previous wording
For the three months ended June 30, 2026, XPLR recorded income tax benefit of $11 million on income from continuing operations before income taxes of $2 million, resulting in an effective tax rate of approximately (550)%. The tax benefit is primarily comprised of income tax benefits of approximately $8 million related to taxes attributable to noncontrolling interests and $5 million attributable to clean energy tax credits. See Note 5.
Current wording
For the nine months ended September 30, 2026, XPLR recorded income tax benefit of $56 million on income from continuing operations before income taxes of $2 million, resulting in an effective tax rate of approximately (2,800)%. The tax benefit is primarily comprised of tax benefits of approximately $70 million attributable to clean energy tax credits, partly offset by tax expense of $10 million related to taxes attributable to noncontrolling interests and $3 million related to valuation allowance. See Note 5.
Previous wording
For the six months ended June 30, 2025, XPLR recorded income tax benefit of $80 million on loss before income taxes of $338 million, resulting in an effective tax rate of approximately 24%. The tax benefit is comprised primarily of income tax benefits of approximately $71 million at the U.S. federal statutory rate of 21%, $15 million of state income taxes and $14 million attributable to clean energy tax credits, partly offset by tax expense of $21 million related to taxes attributable to noncontrolling interests. See Note 5.
Current 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 comprised primarily of income tax benefits of approximately $74 million at the U.S. 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.
Previous wording
For the six months ended June 30, 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 $123 million ($57 million of net income in 2026 compared to $66 million of net loss in 2025) and lower net loss allocated to differential membership investors of $74 million ($314 million in 2026 compared to $388 million in 2025), partly offset by lower net income attributable to Class B noncontrolling membership interests of $27 million, primarily due to the buyout of the Class B membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.
Current wording
For the nine months ended September 30, 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 $173 million ($142 million of net income in 2026 compared to $31 million of net loss in 2025) and lower net loss allocated to differential membership investors of $93 million ($431 million in 2026 compared to $524 million in 2025), partly offset by lower net income attributable to Class B noncontrolling membership interests of $34 million ($159 million in 2026 compared to $193 million in 2025), primarily due to the buyout of the Class B membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.
Previous wording
At June 30, 2026, XPLR's liquidity position was approximately $1,633 million. The table below provides the components of XPLR’s liquidity position:
Current wording
At September 30, 2026, XPLR's liquidity position was approximately $1,564 million. The table below provides the components of XPLR’s liquidity position:
Previous wording
During the six months ended June 30, 2026, indirect subsidiaries of XPLR borrowed approximately $523 million under one limited-recourse senior secured variable rate term loan facility and as of July 28, 2026, $27 million was available under the facility, subject to specified conditions. In June 2026, XPLR repaid the $500 million principal amount of its 2022 convertible notes at maturity. See Note 7.
Current wording
During the nine months ended September 30, 2026, $76 million was drawn on the XPLR OpCo credit facility and indirect subsidiaries of XPLR borrowed approximately $523 million under one limited-recourse senior secured variable rate term loan facility. In June 2026, XPLR repaid the $500 million principal amount of its 2022 convertible notes at maturity. In October, 2026, $48 million was drawn on the XPLR OpCo credit facility and $34 million was repaid. 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 six months ended June 30, 2026 and 2025, XPLR had capital expenditures of approximately $266 million and $170 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.
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 nine months ended September 30, 2026 and 2025, XPLR had capital expenditures of approximately $510 million and $684 million, respectively, primarily relating to repowering of wind facilities. XPLR expects to invest approximately $302 million related to 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 and investments may vary significantly from these estimates.
Previous wording
The decrease in net cash provided by operating activities was primarily driven by lower distributions from equity method investments and the timing of transactions impacting working capital.
Current wording
The decrease in net cash provided by operating activities was primarily driven by lower distributions from equity method investments, lower vendor credits for unplanned O&M expenses and the timing of transactions impacting working capital.
Previous wording
The change in net cash provided by (used in) investing activities was primarily driven by the absence of distributions from non-economic ownership interests, lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement and higher capital expenditures and other investments.
Current wording
The change in net cash provided by (used in) investing activities was primarily driven by the absence of proceeds from the sale of equity method investments and distributions from non-economic ownership interests, and lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement, partly offset by lower capital expenditures and other investments.
Previous wording
Net Cash Provided by (Used in) Financing Activities
Current wording
Net Cash Used in Financing Activities
Previous wording
The change in net cash provided by (used in) financing activities primarily reflects lower issuances of long-term debt, net of retirements and higher buyouts of differential membership investors in 2026, partly offset by lower buyouts of Class B noncontrolling interest investors, lower partner distributions, net of contributions and lower debt issuance costs.
Current wording
The decrease in net cash used in financing activities primarily reflects lower buyouts of Class B noncontrolling interest investors and lower partner distributions, net of contributions, partly offset by retirements of long-term debt in 2026 versus issuances of long-term debt in 2025 and higher buyouts 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 June 30, 2026, approximately 97% 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 June 30, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.2 billion and the carrying value of the long-term debt was $6.0 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 $106 million at June 30, 2026.
Current 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, 2026, approximately 96% 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, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.2 billion and the carrying value of the long-term debt was $6.1 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 $108 million at September 30, 2026.
Previous wording
At June 30, 2026, XPLR had interest rate contracts with a net notional amount of approximately $2.0 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 June 30, 2026 would decrease by approximately $47 million.
Current wording
At September 30, 2026, XPLR had interest rate contracts with a net notional amount of approximately $2.0 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, 2026 would decrease by approximately $51 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Equity in Earnings of Equity Method Investees
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Net Loss Attributable to Noncontrolling Interests
Previous report — wording carried elsewhere
Net Loss Attributable to Noncontrolling Interests