XIFR 10-K & 10-Q changes, risk factors and insider trading

Operation and maintenance of renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.

There are risks associated with the operation and maintenance of XPLR's renewable energy projects, battery storage projects and other facilities and XPLR's pipeline investment,, including:

•breakdown or failure, including, but not limited to, leaks, fires, explosions, mechanical problems or other major events,failure of, or damage to, turbines, blades, blade attachments, solar panels, mirrors, pipelines, batteries and other equipment,equipment whether as a result of leaks, fires, explosions, mechanical problems or other events or otherwise, which could reduce a project’s energy output or a pipeline's ability to transport natural gas at expected levels or result in unplanned power outages, significant property damage, environmental pollution, personal injury or loss of life;

•catastrophic events, such as wildfires, earthquakes, hurricanes, severe weather, tornadoes, ice and hailstorms, extreme temperatures, icing events, floods, severe convective storms and droughts, other meteorological conditions, landslides and other similar events beyond XPLR's control, which could severely damage or destroy all or a part of a project, pipeline or interconnection and transmission facilities, reduce its energy output or capacity, or result in unplanned power outages, property damage, environmental pollution, personal injury or loss of life;

These and other factors could require the shutdown of XPLR's renewable energy projects, battery storage projects or other facilities or its pipeline investment.facilities. For renewable energy projects, battery storage projects,projects or other facilities or pipelines located near populated areas, including, but not limited to, residential areas, commercial business centers, industrial sites and other public gathering areas, or areas more prone to wildfires, the level of damage resulting from certain of these risks could be greater.

These factors could also reduce the useful lives of and degrade equipment, interconnection facilities and transmission facilities, and materially increase maintenance and other costs. Unanticipated costs associated with maintaining or repairing XPLR's projects and pipeline investment may reduce profitability. In addition, replacement and spare parts for solar panels, wind turbines, batteries and other key equipment may be difficult or costly to acquire or may be unavailable.

Such events or actions could significantly decrease or eliminate the revenues of a project or pipeline,project, significantly increase its operating costs, cause a default under XPLR's financing agreements or give rise to damages or penalties payable to a PPA or transportation agreement counterparty,, another contractual counterparty, a governmental authority or other third parties or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

Weather conditions directly influence the demand for electricity, natural gaselectricity and other fuels and affect the price of energy and energy-related commodities. In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, droughts, extreme temperatures, icing events, wildfires, severe convective storms and earthquakes, can be destructive and cause power outages, personal injury and property damage, reduce revenue, affect the availability of fuel and water and require XPLR to incur additional costs to, for example, restore service and repair damaged facilities, obtain replacement power, access available financing sources, obtain insurance, pay for any associated injuries and damages and fund any associated legal matters and compliance penalties. Furthermore, XPLR's physical plants could be placed at greater risk of damage should changesthere in the global climate producebe unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events and abnormal levels of precipitation. A disruption or failure of electric generation, storage, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent XPLR from operating its business in the normal course and could result in any of the adverse consequences described above. Additionally, the actions taken to address the potential for severe weather such as additional winterizing of critical equipment and infrastructure, modifying or alternating plant operations and expanding load shedding options could result in significant increases in costs. Any of the foregoing could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

Changes in weather can also affect the level of wind and solar resource available, and thus the production of electricity, at XPLR's power generatinggeneration facilities. Because the levels of wind and solar resources are variable and difficult to predict, XPLR’s results of operations for individual wind and solar facilities specifically, and XPLR's results of operations generally, may vary significantly from period to period, depending on the level of available resources. To the extent that resources are not available at planned levels, the financial results from these facilities may be less than expected.

XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows.

XPLR depends on certain of the renewable energy projects and the investment in pipeline assets in its portfolio for a substantial portion of its anticipated cash flows. Consequently, the impairment or loss of any one or more of those projects or the pipeline investment could materially and, depending on the relative size of the affected projects or the pipeline investment,projects, disproportionately reduce XPLR’s cash flows and, as a result, could have a material adverse effect on XPLR's business, financial condition, results of operations and ability to execute its business plan.

XPLR is subject to the potentially adverse operating and financial effects of geopolitical factors, terrorist acts and threats, as well as cyberattacks and other disruptive activities of individuals or groups. There have been cyberattacks and other physical attacks within the energy industry on energy infrastructure such as substations, natural gas pipelinessubstations and related assets in the past and there may be such attacks in the future. In addition, the advancement of artificial intelligence has given rise to added vulnerabilities and potential entry points for cyberattacks. XPLR’s generation, transmission, storage and distribution facilities, information technology systems and other infrastructure facilities and systems could be direct targets of, or otherwise be materially adversely affected by, such activities.

Geopolitical factors, terrorist acts, cyberattacks or other similar events affecting XPLR’s or NEE's systems and facilities, or those of third parties on which XPLR relies, could harm XPLR’s business by, for example, limiting their ability to generate, purchase, store or transmit power, natural gaspower or other energy-related commodities, limiting their ability to bill customers and collect and process payments, and delaying their development and construction of new generation, distribution, storage or transmission facilities or capital improvements to existing facilities. These events, and governmental actions in response, could result in a material decrease in revenues, significant additional costs (for example, to repair assets, implement additional security requirements or maintain or acquire insurance), significant fines and penalties, and reputational damage, could materially adversely affect XPLR’s operations (for example, by contributing to disruption of supplies and markets for natural gas, oil and other fuels), and could impair XPLR’s ability to raise capital (for example, by contributing to financial instability and lower economic activity). In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs. To the extent geopolitical factors, terrorist acts, cyberattacks or other similar events equate to a force majeure event under the XPLR's PPAs, the renewable energy counterparty may terminate such PPAs if such a force majeure event continues for a specified period. Such events or actions may materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR relies on interconnection and transmission and other pipeline facilities of third parties to deliver energy from certain of its projects and to transport natural gas to and from its pipeline investment.projects. If these facilities become unavailable, XPLR's projects and pipeline investment may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas.energy.

XPLR depends on interconnection and transmission facilities owned and operated by third parties to deliver energy from certain of its projects. In addition, some of the projects in XPLR's portfolio share essential facilities, including interconnection and transmission facilities, with projects that are owned by other affiliates of NEE. If the interconnection or transmission arrangement for a project is terminated, XPLR may not be able to replace it on similar terms to the existing arrangement, or at all, or XPLR may experience significant delays or costs in connection with such replacement. XPLR also depends upon third-party pipelines and other facilities that transport natural gas to and from its pipeline investment. Because XPLR does not own these third-party pipelines or facilities, their continuing operations are not within its control. The unavailability of interconnection, transmission, pipelinetransmission or shared facilities due to reasons such as geopolitical factors, cyber incidents, physical attacks, severe weather or a generation, storage or transmission facility outage, pipeline rupture, or sudden and significant increase or decrease in wind or solar generation could adversely affect the operation of XPLR's projects and pipeline investment and the revenues received, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR's projects and pipeline investment are subject to numerous domestic environmental, health and safety laws, regulations, guidelines, policies, directives and other requirements governing or relating to the protection of avian, bats and other wildlife mortality and habitat protection; the storage, handling, use and transportation of natural gas as well as other hazardous or toxic substances and other regulated substances, materials, and/or chemicals; air quality, water quality and usage, soil quality, releases of hazardous materials into the environment and the prevention of and responses to releases of hazardous materials into soil and groundwater; climate change and greenhouse gas emissions; waste management; U.S. federal, state or local land use, zoning, building and transportation laws and requirements; the presence or discovery of archaeological, religious or cultural resources at or near XPLR's projects; orfire pipeline investmentprevention; and the protection of workers’ health and safety, among other things. If XPLR's projects or pipeline investment do not comply with such laws, regulations, environmental licenses, permits, inspections or other requirements, XPLR may be required to incur significant expenditures, pay penalties or fines, or curtail or cease operations of the affected projects or the pipeline investment,projects, prevent or delay the development of power generation, storage and transmission or other development projects, limit the availability and use of some fuels required for the production of electricity and may also be subject to criminal sanctions or injunctions, such as restrictions on how it operates its facilities. XPLR's projects and pipeline investment also carry inherent environmental, health and safety risks, including, without limitation, the potential for related civil litigation, regulatory compliance actions, remediation orders, fines and other penalties. Proceedings related to any such litigation or actions could result in significant expenditures as well as the restriction or elimination of the ability to operate any affected project. For example, if XPLR fails to obtain eagle "take" permits under the BGEPA or incidental take permits under the ESA for certain of its wind facilities and eagles or listed species, like cave bats, perish in collisions with facility turbines, XPLR or its subsidiaries could face criminal prosecution under these laws.

Environmental, health and safety laws and regulations and other standards have generally become more stringent over time and this trend could continue. Significant capital and operating costs may be incurred at any time to keep XPLR's projects or pipeline investment in compliance with environmental, health and safety laws and regulations and other standards, including in response to any addition of species, such as additional bat species, to the endangered species list. If it is not economical to make those expenditures, or if XPLR's projects or pipeline investment violate any of these current or future laws and regulations, it may be necessary to retire the affected project or pipeline or restrict or modify its operations, including restrictions on how XPLR develops, sites and operates projects, which could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR’s business could be materially adversely affected by a variety of legal activity, such as: 1) the adoption of new or revised laws, such as international trade laws, regulations and interpretations; 2) regulatory initiatives such as those seeking restructuring of the energy industry; 3) new or revised regulations such as those affecting emissions, water consumption, water dischargesdischarges, wetlands, gas and oil infrastructure operations, and environmental and other permitting requirements for energy infrastructure projects; 4) actions taken, or not taken, by government agencies as a result of executive orders, such as failing to issue, delaying the issuance of, or increasing the requirements necessary to obtain approvals, rights-of-way, permits, determinations, leases or loans related to wind or other clean energy projects; and 5) changes in the way government interprets or applies laws, regulations or orders. Changes in the nature of the regulation of XPLR’s business through this type or other types of legal activityactivity, such as the repeal, revocation, or reversal of existing laws, regulations or actions, could have a material adverse effect on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan. XPLR is unable to predict future legislative, regulatory or executive action or inaction, including through changed government interpretations or applications, although any such changes may increase costs, the challenges associated with developing and operating clean and other energy infrastructure projects, and competitive pressures on XPLR, which could have a material adverse effect on the XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR is subject to FERC rules related to transmission that are designed to facilitate competition in the wholesale market on practically a nationwide basis and that evolve over time. XPLR cannot predict the impact of changing FERC rules or policies of the RTOsregional transmission organizations and ISOs,independent system operators, such as existing or potential future rules governing economic dispatch, generator and load interconnection procedures andprocedures, transmission planning requirementsrequirements, cost allocation methodologies and cost allocationrecovery methodologies,policies, or the effect of changes in levels of wholesale supply and demand, which are typically driven by factors beyond XPLR's control. There can be no assurance that XPLR will be able to respond adequately or sufficiently quickly to such rules and developments, which may impact the ability, timeline and cost ofto interconnectinginterconnect new or repowered energy projects to the transmission system and the availability of transmission system capacity to deliver energy products to market, or to any changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such restructuring has occurred. Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR's projects, pipeline investmentprojects and PPA counterparties are subject to regulation by U.S. federal, state and local authorities. The wholesale sale of electric energy in the continental U.S., other than portions of Texas, is subject to the jurisdiction of the FERC and the ability of a project to charge the negotiated rates contained in its PPA is subject to that project’s maintenance of its general authorization from the FERC to sell electricity at market-based rates. The FERC may impose penalties or revoke a project's market-based rate authorization if it determines that the project entity can exercise market power in transmission or generation, creates barriers to entry, has engaged in abusive affiliate transactions or fails to meet compliance requirements associated with such rates. The negotiated rates entered into under PPAs could be changed by the FERC if it determines such change is in the public interest or just and reasonable, depending on the standard in the respective PPA. If the FERC decreases the prices paid to XPLR for energy delivered under any of its PPAs, XPLR’s revenues could be below its projections and its business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected.

The structure of the energy industry and regulation in the U.S. is currently, and may continue to be, subject to challenges and restructuring proposals. Additional regulatory approvals may be required due to changes in law or for other reasons. XPLR expects the laws and regulationregulations applicable to its business and the energy industry, including laws and regulations generally supportive of clean energy project development, generally to be in a state of transition for the foreseeable future. Changes in the structure of the industry or in such laws and regulations could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

•weather interferencesinterference;

In most instances, XPLR sells the energy generated by each of its clean energy projects to a single PPA counterparty under a long-term PPA. Further, through XPLR's pipeline investment, natural gas is transported under long-term natural gas transportation agreements with a limited number of counterparties. XPLR's equity method investees also have contracts with a limited number of counterparties.

If XPLR's customers are unwilling or unable to fulfill their contractual obligations to XPLR, or if they otherwise terminate such contracts, XPLR may not be able to recover contractual payments due to XPLR. Since the number of customers that purchase wholesale bulk energy or require the transportation of natural gas is limited, XPLR or its pipeline investment may be unable to find a new customer on similar or otherwise acceptable terms or at all. In some cases, there currently is no economical alternative counterparty to the original customer. The loss of, or a reduction in sales to, any of XPLR's customers could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

•the satisfactory performance of XPLR's and its pipeline investment's obligations under such PPAs, lease agreement or other customer contracts;

If XPLR is not able to extend, renew or replace on acceptable terms existing PPAs before contract expiration, or if such agreements are otherwise terminated prior to their expiration, XPLR may be required to sell the energy on an uncontracted basis at prevailing market prices, which could be materially lower than under the applicable contract.contract and lower than it expected. If there is no satisfactory market for a project’s uncontracted energy, XPLR may decommission the project before the end of its useful life. Any failure to extend, renew or replace a significant portion of XPLR's existing PPAs, lease agreement or other customer contracts, or extending, renewing or replacing them at prices lower pricesthan it expected or with other unfavorable terms, or the decommissioning of a project or the inability to amend existing PPAs for renewable energy repowering projects could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR's ability to develop and/or acquire energy and other projects, including partial ownership interests, that are either operational or under construction, involves risks and requires XPLR to identify attractive development opportunities and acquisitions that can provide positive cash flows. Such development opportunities or acquisitions may not be available to XPLR on acceptable terms or at all. XPLR must obtain the consent of XPLR GP, which consent is not guaranteed, to develop new wind or solar energy projects (excluding off-shore wind projects), any natural gas pipeline or utility-scale battery storage projects. Various factors could affect the availability of such development opportunities or acquisitions, including, but not limited to, the following factors and those described in more detail in the additional risk factors below:

XPLR's business, including XPLR's ability to repower, acquire, develop or invest in clean energy projects, partly depends on current laws, regulations and policies that promote and support clean energy and enhance the economic viability of developing, constructing and owning clean energy projects. Clean energy projects currently benefit from various U.S. federal, state and local governmental incentives, such as PTCs, ITCs, loan guarantees, RPS, MACRS for depreciation and other incentives, accelerated cost recovery deductions, renewable energy tax credit transferability and other commercially oriented incentives. These laws, regulations and policies, such as the PTCs or ITCs, have had a significant impact on the development of clean energy and they could be changed, reduced or eliminated at any time.time such as with the OBBBA and related governmental actions. These incentives make the development of clean energy projects more competitive by providing transferable renewableclean energy tax credits, grants and accelerated depreciation for a portion of the development costs, decreasing the costs and risks associated with developing such projects or creating demand for renewable energy assets through RPS programs. The elimination of, loss of or reduction in such incentives, including qualifications for renewableclean energy tax credits and transferability of renewableclean energy tax credits, or the imposition of additional taxes, tariffs, duties or other costs or assessments on clean energy or the equipment necessary to generate, store or deliver it, such as policies in place that limit certain imports from China and other Southeast Asian countries,it could result in, among other items, higher equipment costs, scarcity of equipment, the lack of a satisfactory market for the development and/or financing of new clean energy projects, XPLR abandoning the development of clean energy projects, a loss of investments in the projects and reduced project returns and a decrease in the attractiveness of clean energy projects to developers. An elimination, loss or reduction of such incentives could also reduce XPLR's willingness to pursue or develop certain clean energy projects due to higher operating costs or decreased revenues under its PPAs.

Additionally, somemany states withhave adopted RPS targets have met, or in the near future will meet, their renewable energy targets. If, as a result of achieving these targets, these and other U.S. states do not increase their targets in the near future,generating demand for additional renewable energy could decrease.energy. To the extent otherthese states decreaseachieve or modify their RPS targets, programs or goals, or other states fail to adopt comparable policies, demand for renewable energy could decreasebe in the future.affected. Any of the foregoing could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR believes its primary competitors for opportunities in the U.S. are regulated utility holding companies, developers, IPPs, pension funds and private equity funds. XPLR competes with these companies to acquire projects. Furthermore, the industry has experienced and may experience volatile demand for wind turbines, solar panels, pipeline equipmentpanels and related components. If demand for this equipment increases, suppliers may give priority to other market participants, including, but not limited to, XPLR's competitors, who may have greater resources than XPLR. An inability to effectively compete with regulated utility holding companies, developers, IPPs, pension funds and private equity funds for opportunities in the U.S. could have a material adverse effect on XPLR's business, financial condition, results of operations and its ability to execute its business plan.

Depending on the circumstances, XPLR may develop and construct, or invest in, electric generation and storage facilities and associated infrastructure. As part of these activities, XPLR would need to periodically apply for licenses and permitspermits, including those related to project siting, from various local, state, federal and other regulatory authorities and abide by their respective conditions, which could be impacted by actions taken, or not taken, by government agencies as a result of executive orders. Should XPLR be unsuccessful in obtaining or maintaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, should there be a delay in obtaining or renewing necessary licenses or permits or should regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances on XPLR, then XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected.

XPLR needs to be able to access capital on commercially reasonable terms when development opportunities, repowering renewable energy projects, acquisitions, other growth opportunities or capital needs arise or to exercise buyout rights related to noncontrolling Class B members' interests under certain limited liability company agreements. XPLR’s ability to access capital on commercially reasonable terms is dependent on, among other factors, the overall state of the capital markets and investor appetite for investment in clean energy projects in general and in XPLR's, XPLR OpCo's or their subsidiaries' securities or securities convertible into, or settleable with, XPLR common units in particular. Investor demand for securities of XPLR or securities convertible into, or settleable with, XPLR common units may be impacted by, among other factors, the amount of securities outstanding that are convertible into, or settleable with, XPLR common units, the possibility of further sales of such securities, the amount and timing of any issuance of XPLR common units or the payment of cash in lieu of XPLR common units upon conversion or settlement, and any subsequent sales of such units by investors. Disruptions, uncertainty or volatility in those capital and credit markets, related to, among other factors, inflation, rising interest rates, political, regulatory or geopolitical events and declining investor sentiment in XPLR and the renewable energy industry, has increased and could continue to adversely impact XPLR's cost of capital and affect its ability to fund its liquidity and capital needs including, without limitation, its ability to pay or refinance debt and buy out securities, such as noncontrolling Class B memberships interests in certain XPLR subsidiaries. An inability to obtain financing or refinance existing debt on commercially reasonable terms could also significantly limit XPLR’s ability to consummate future acquisitions and pursue other growth opportunities. In addition, the issuance of XPLR common units and securities convertible into, or settleable with, XPLR common units could cause significant common unitholder dilution. Issuances of additional securities, or the possibility that these issuances may occur, including following the conversion or settlement of securities convertible into, or settleable with, XPLR common units, could make it more difficult for XPLR to sell XPLR common units, or securities convertible into, or settleable with, XPLR common units, in the future, as well as affect XPLR's decision whether and when to issue common units to purchase previously issued securities of XPLR OpCo subsidiaries that are or may be settleable with XPLR common units.

The inability of XPLR to maintain its current credit ratings could materially adversely affect its ability to raise capital or obtain credit on commercially reasonable terms, which in turnturn, would likely increase its interest costs and could impact its ability to raise capital or otherwise fund its business, including, without limitation, to service indebtedness, repay or refinance borrowings and other obligations, exercise buyout rights related to noncontrolling Class B members' interests under certain limited liability company agreements, and finance development opportunities, including repowering renewable energy projects, acquisitions and other growth opportunities, and would likely increase its interest costs.opportunities. In addition, certain agreements and guarantee arrangements would require posting of additional collateral in the event of a ratings downgrade. Some of the factors that can affect credit ratings are cash flows, liquidity, the amount of debt as a component of total capitalization, the rating agencies' treatment of certain financing arrangements and other instruments convertible into or settleable with equity. There can be no assurance that one or more of the ratings of XPLR will not be lowered or withdrawn entirely by a rating agency. Any of these events could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR’s liquidity may be impairedreduced if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.

NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and isare obligated to return these funds only as needed to cover project costs and distributions or as demanded by XPLR OpCo. XPLR's financial condition and ability to execute its business plan is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.

The amount of cash that XPLR OpCo generates from its operations will fluctuate from quarter to quarter based on such things as the amount of power generated from its projects and the amount of natural gas transported in its pipeline investment, and the prices received therefor; its operating and capital costs; payment of interest and principal amortization, which depends on the amount of its indebtedness and the interest payable thereon; and the ability of XPLR OpCo’s subsidiaries to distribute cash under their respective financing agreements.

Even though XPLR is organized as a limited partnership under state law, XPLR is treated as a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal income tax at regular corporate rates on XPLR's net taxable income. XPLR expects to generate NOLs and NOL carryforwards that it can use to offset future taxable income. Further, the IRS or other tax authorities could challenge one or more tax positions XPLR or XPLR OpCo takes, such as the classification of assets under the income tax depreciation rules, the characterization of expenses (including, but not limited to, fees paid to NEE) for income tax purposes, the extent to which sales, use or goods and services tax applies to operations in a particular state or the availability of property tax exemptions with respect to XPLR's projects. Further, any change in tax law may affect XPLR's tax position, including, but not limited to, changes in corporate income tax laws, regulations, policies, guidance, renewableclean energy tax credits and transferability of renewableclean energy tax credits, the issuance of guidance related to the qualification for renewableclean energy tax credits and bonus credits, applicable to XPLR. While XPLR expects that its NOLs and NOL carryforwards will be available to XPLR as a future benefit, in the event that they are not generated as expected, are successfully challenged by the IRS (in a tax audit or otherwise) or are subject to future limitations as described below, XPLR's ability to realize these benefits may be limited and could have a material adverse effect on XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

XPLR is a limited partnership that, through its ownership in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets including wind, solar and battery storage projects and an investment in natural gas pipeline assets.projects. XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At December 31, 2024,2025, XPLR owned an approximately 48.6%48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.4%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.

During 2023 and 2022,2023, XPLR acquired interests in various projects as discussed in Note 3. In January 2023, XPLR completed the sale of a 62 MW wind project located in North Dakota and in December 2023, XPLR sold its Texas pipelines which has been presented as discontinued operations (see Note 2 – Disposal of Wind Project and – Assets Held for Sale and Discontinued Operations and Note 4). In 2022, XPLR sold its ownership interests in a pipeline (see Note 2 – Disposal of Pipeline). In January 2025, XPLR announced a strategic repositioning, including suspension of the distribution to its common unitholders and ain planSeptember to2025, sellindirect itssubsidiaries of XPLR completed the sale of their ownership interestinterests in MeadeMeade, inwhich owned the secondMeade halfpipeline ofinvestment, 2025which has been presented as discontinued operations for all periods presented (see Note 2 – Assets Held for Sale and Discontinued Operations and Note 4). XPLR is evaluating options relating to the assets underlying XPLR Renewables III, LLC, formerlyincluding knowna aspotential NEPsale. RenewablesIn III,February LLC,2026, a subsidiary of XPLR signed a sale and co-investment agreement with a subsidiary of NEER under which XPLR will sell certain interconnection assets and rights at certain sites and has the option to co-invest with NEER at four of those sites from 25% up to 49% in 2027.new battery storage projects. See Note 2 – Sale and Co-investment Agreement.

Operating revenues increaseddecreased $152$42 million during the year ended December 31, 2024.2025. The increasedecrease primarily reflects higherlower revenues of approximately $52 million associated with the clean energy projects acquired or placed in service in 2023 (see Note 3), $41 million due to absence of a customer's settlement payment on the early termination of a PPA,PPA $32in 2024, $27 million due to favorableunfavorable wind resource (98%97% of long-term average wind speeds in 20242025 compared to 93%98% in 20232024) and $24$12 million relating to the absence of prior year impacts from an amendment to a derivative contract, partly offset by $33 million due to ahigher changeprices infor awind commodityand contracthigher derivativerevenues relatedfrom tostorage favorableand mark-to-marketsolar activity.resource.

Depreciation and amortization expense increased $29$14 million during the year ended December 31, 20242025 primarily due to depreciation and amortization associated with thewind cleansite energyrepower projects acquired or placed in service in 2023.2025.

The $253 million goodwill impairment charge recognized during the year ended December 31, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025 and the $575 million goodwill impairment charge recognized during the year ended December 31, 2024 reflects the non-cash goodwill impairment charge recognized in Decemberthe fourth quarter of 2024. See Note 7 – Nonrecurring Fair Value Measurements.

Interest expense primarily consists of interest under long-term debt agreements and mark-to-market gains and losses on interest rate contracts. Interest expense decreasedincreased $224$292 million during the year ended December 31, 20242025 primarily reflecting approximately $268$201 million of favorableunfavorable mark-to-market activity ($146$92 million of losses recorded in 2025 compared to $109 million of gains recorded in 2024) comparedand to $122 million of losses recorded in 2023), partly offset by $30$91 million of higher interest expense due to higher interest rates on the average debt outstanding and $15 million relating to projects acquired in 2023.outstanding. See Note 6 – Financial Statement Impact of Derivative Instruments and Note 13.

Equity in earnings of equity method investees decreasedincreased $45$42 million for the year ended December 31, 20242025 primarily due to an impairmentapproximately charge$28 million gain on sale of approximatelyan $49equity million ($43 million after tax) related to themethod investment in Meadesolar recordeddistributed generation assets in DecemberSeptember 20242025 (see Note 7 – Nonrecurring Fair Value Measurements), partly offset byand favorable mark-to-market activity on interest rate contracts and lower interest expense in 2024.2025.

Equity in Earnings (Losses) of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests increaseddecreased $14$21 million for the year ended December 31, 20242025 primarily reflecting debtan payoffunwinding of non-economic ownership interests in 2024.2025. See Note 11.

DuringFor the year ended December 31, 2024,2025, the changedecrease in other – net primarily reflects the absence of interest income of approximately $36 million from NEER foron cash sweep amounts held relating to the proceeds from the December 2023 sale of the Texas pipelines (see Note 4 and Note 15)., partly offset by interest income earned on cash on hand.

Income Tax Expense (Benefit)

For the year ended December 31, 2024,2025, XPLR recorded income tax benefit of $46$78 million on loss from continuing operations before income taxes of $457$477 million, resulting in an effective tax rate of approximately 10%.16%. The tax benefit is primarily comprised of federal tax benefitsbenefit of approximately $96$100 million at the U.S. federal statutory rate of 21%21%, and $32$56 million of renewableclean energy tax credits,credits and $6 million of state income taxes, partly offset by tax expense of $82 million related to tax attributable to noncontrolling interests. See Note 8.

For the year ended December 31, 2023,2024, XPLR recorded income tax benefit of $25$42 million on loss from continuing operations before income taxes of $257$454 million, resulting in an effective tax rate of approximately 10%.9%. The tax benefit is primarily comprised of federal tax benefitsbenefit of approximately $54$95 million at the U.S. federal statutory rate of 21% and $28$32 million of renewableclean energy tax credits, partly offset by tax expense of $54$85 million related to tax attributable to noncontrolling interests. See Note 8.

Income from discontinued operations decreased approximately $471 million for the year ended December 31, 20232024 which primarily reflects the absence of the gain recognized on the sale of the Texas pipelines of approximately $375 million ($329 million after tax) asand well$122 asmillion relating to the operations offor the Texas pipelines priorin 2023, and the change in results of the Meade pipeline investment and interest on related project-level indebtedness of $21 million ($1 million in 2024 compared to the$22 salemillion in December 2023.2023). See Note 4.

XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 15, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 13 and Note 6) and distributions to the holders of noncontrolling interests. XPLR expects to satisfy these requirements primarily with cash on hand and cash generated from operations. In addition, XPLR expects to consider additional repowering opportunities at its existing projects and other investment opportunities, and to exercise buyout rights relating to noncontrolling Class B members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries is a party (see Note 2 – Noncontrolling Interests and Note 14 – 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,sales of clean energy tax credits (see Note 2 – Income Taxes), and may be funded with divestitures or issuances of additional XPLR common units, including under its at-the-market equity issuance program (ATM program.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 2 – Noncontrolling Interests and Note 14 – 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 13).

(ba) At December 31, 2024,2025, approximately $7$90 million hadof athe XPLR OpCo credit facility expires in 2028. In February 2026, XPLR OpCo updated the total capacity for the revolving credit facility to $1,250 million and extended the maturity date into February 2025, which amount was subsequently funded by the remaining participating lenders, and an additional $13 million had a maturity date in 2028.2031.

Management believes that XPLR's liquidity position and cash flows from operations will be adequate to finance O&M expenses, maintenance capital expenditures, distributions to the holders of noncontrolling interestsexpenditures and liquidity commitments. Management continues to regularly monitor XPLR's financing needs consistent with prudent balance sheet management.

As of February 21,17, 2025,2026, XPLR OpCo and its direct subsidiary are parties to a $2,450$1,250 million revolving credit facility (XPLR OpCo credit facility) substantially all of which matures in February 2029. During 2024, $330 million was drawn under the XPLR OpCo credit facility and at December 31, 2024 this same amount was outstanding.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 December 31, 2024,2025, XPLR and its direct subsidiary were in compliance with these required ratios. Under the XPLR OpCo credit facility, XPLR OpCo's ability to pay cash distributions is subject to certain other restrictions. For a discussion of the XPLR OpCo credit facility, see Note 13.

In 2024, XPLR paid aggregate consideration of approximately $187 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II, LLC, formerly known as NEP Renewables II, LLC, and $67 million in cash for the buyout of 25% of the originally issued Class B noncontrolling membership interests in XPLR Infrastructure Pipelines, LLC, formerly known as NextEra Energy Partners Pipelines, LLC.Pipelines. In 2023, XPLR paid aggregate consideration of approximately $792 million in cash for the buyout of all of the Class B noncontrolling membership interests in South Texas Midstream, LLCLLC, XPLR's subsidiary which owned natural gas pipelines in Texas (see Note 4), and $180 million in cash for the buyout of 15% of the originally issued Class B noncontrolling membership interests in XPLR Renewables II, LLC.II. See Note 14 – Class B Noncontrolling Interests.

XPLR has an at-the-market equity issuance program (ATM program),program, which was renewed in 2023, pursuant to which XPLR may issue, from time to time, up to $500 million of its common units. During 2025 and 2024, XPLR did not issue any common units under the ATM program. During 2023 and 2022,2023, XPLR issued approximately 5.1 million common units and 1.8 million common units under the ATM program for gross proceeds of approximately $316 million and $145 million, respectively.million. As of December 31, 2024,2025, XPLR may issue up to approximately $337 million in additional common units under the ATM program. See Note 14 – ATM Program.

During 2023 and 2022,2023, XPLR issued approximately 1.7 million XPLR common units and 0.8 million XPLR common units, respectively, upon NEE Equity's exchange of XPLR OpCo common units on a one-for-one basis.

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 years ended December 31, 20242025 and 2023,2024, XPLR had capital expenditures, excluding the purchase prices of acquired projects,expenditures of approximately $241$958 million and $1,269$241 million, respectively.respectively, The 2024 capital expenditureswhich primarily relate to wind turbine repowering. The 2023 capital expenditures primarily relate to the assets acquired from NEER in December 2022 which were acquired under construction or had recently been placed in service (see Note 3). Such expenditures were reimbursed by NEER as contemplated in the acquisition. Estimates of planned capital expenditures, including those relating to expected repowering of existing projects, are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.

In January 2025, as part of a strategic repositioning, XPLR's board and XPLR OpCo GP reserved cash for other business purposes as described above and accordingly XPLR suspended distributions to its common unitholders. Throughout 2025, XPLR's board and XPLR OpCo GP have continued to reserve cash for other business purposes as described above.

During 2024 and 2023,2024, XPLR distributed approximately $335 million and $309 million, respectively, to its common unitholders.

The change in net cash provided by (used in) investing activities in 20242025 compared to 20232024 was primarily driven by higherlower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement and thehigher absencecapital expenditures and other investments, net of payments to acquire membership interests in subsidiaries,reimbursements, partly offset by the absence of proceeds from the sale of theequity Texasmethod pipelines.investments and distributions from non-economic ownership interests.

Net Cash Provided by (Used in) Financing Activities

The change in net cash provided by (used in) financing activities in 20242025 compared to 20232024 primarily reflects retirement of long-term debt in 2024 compared to issuances of long-term debt in 20232025 compared to retirements in 2024 and lower proceedspartner related to the issuance of common units,distributions, partly offset by lowerlarger paymentsbuyouts to buy outof Class B noncontrolling interest investors and differential membership investors.

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 MarchJune 31,30, 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. XPLR's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2025 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period. Further, in March 2026, an XPLR subsidiary exercised its option to invest a 49% equity interest in each of four to-be-built battery storage projects. In July 2026, XPLR subsidiaries entered into joint venture agreements with subsidiaries of NEER to develop and own two of the battery storage projects. See Note 10 – Sale and Co-Investment Agreement.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

O&M expenses increased $24$42 million during the three months ended MarchJune 31,30, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects ofprimarily due to approximately $13 million, which primarily reflects $17$45 million higher benefit in 2025 relating to highercertain outsidevendor servicescredits andfor rent expense associated with major component repairs, partly offset by $7 million of lower materials and supplies costs. The increase inunplanned O&M expenses also reflects the absence of a true-up of CSCS fees which occurred in 2025 of approximately $11 million.expenses.

The decrease in interest expense of $33$22 million during the three months ended MarchJune 31,30, 2026 primarily reflects approximately $89$45 million of favorable mark-to-market activity ($9$21 million of gains recorded in 2026 compared to $80$24 million of losses in 2025), partly offset by $56$22 million of higher interest expense due to higher average debt outstanding with higher interest rates.

For the three months ended MarchJune 31,30, 2026, XPLR recorded income tax benefit of $51$11 million on lossincome from continuing operations before income taxes of $99$2 million, resulting in an effective tax rate of approximately 52%.(550)%. The tax benefit is primarily comprised of income tax benefits of approximately $50 million attributable to clean energy tax credits and $21 million at the federal statutory rate of 21%, partly offset by tax expense of $18$8 million related to taxes attributable to noncontrolling interests.interests and $5 million attributable to clean energy tax credits. See Note 5.

For the three months ended MarchJune 31,30, 2025, XPLR recorded income tax benefit of $42$38 million on lossincome from continuing operations before income taxes of $349$12 million, resulting in an effective tax rate of approximately 12%.(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 benefitsexpense of approximately $73$3 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.21%. See Note 5.

For the three months ended MarchJune 31,30, 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 $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$38 million ($157 million in 2026 compared to $193$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 $21$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.

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 8 – Class B Noncontrolling Interests and 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 8 – Class B Noncontrolling Interests and 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.

At MarchJune 31,30, 2026, XPLR's liquidity position was approximately $2,199$1,633 million. The table below provides the components of XPLR’s liquidity position:

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 MarchJune 31,30, 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.

During the threesix months ended MarchJune 31,30, 2026, indirect subsidiaries of XPLR borrowed approximately $291$523 million under one limited-recourse senior secured variable rate term loan facility and atas Marchof 31,July 28, 2026, $259$27 million was available under the facility, subject to specified conditions. In AprilJune 2026, indirectXPLR subsidiariesrepaid the $500 million principal amount of XPLRits borrowed2022 approximatelyconvertible $232notes millionat under the term loan facility. As of May 7, 2026, approximately $27 million was available under the facility, subject to specified conditions.maturity. See Note 7.

XPLR OpCo and certain indirect subsidiaries are also subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of XPLR's financings provide for interest payable at a fixed interest rate. However, certain of XPLR's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financing has occurred and is continuing at the time of such distribution or would result therefrom, and each project or group of projects is otherwise in compliance with the related covenants. For substantially all of the project-level financing structures, minimum debt service coverage ratios must be satisfied in order to make a distribution. At MarchJune 31,30, 2026, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

XPLR's 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 athe renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.

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 threesix months ended MarchJune 31,30, 2026 and 2025, XPLR had capital expenditures of approximately $25$266 million and $89$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.

ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025

Net Cash Provided by (Used in) Operating Activities

The changedecrease in net cash provided by (used in) operating activities was primarily driven by higherlower O&Mdistributions andfrom interestequity expensesmethod investments and the timing of transactions impacting working capital.

Net Cash Provided by (Used in) Investing Activities

The decreasechange in net cash provided by (used in) investing activities was primarily driven by lowerthe capitalabsence expendituresof anddistributions otherfrom investments,non-economic partlyownership offset byinterests, lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement.agreement and higher capital expenditures and other investments.

Net Cash Provided by (Used in) Financing Activities

The decreasechange in net cash provided by (used in) financing activities primarily reflects lower issuances of long-term debt, net of retirements and buyouthigher buyouts of differential membership investors in 2026.2026, partly offset by lower buyouts of Class B noncontrolling interest investors, lower partner distributions, net of contributions and lower debt issuance costs.

XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At MarchJune 31,30, 2026, approximately 98%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 MarchJune 31,30, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.5$6.2 billion and the carrying value of the long-term debt was $6.3$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 $115$106 million at MarchJune 31,30, 2026.

At MarchJune 31,30, 2026, XPLR had interest rate contracts with a net notional amount of approximately $2.2$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 MarchJune 31,30, 2026 would decrease by approximately $40$47 million.