Core Viewpoint - Rosen Law Firm is reminding purchasers of XPLR Infrastructure, LP common units of a class action lawsuit with a lead plaintiff deadline of September 8, 2025 [1] Group 1: Class Action Details - Investors who purchased XPLR common units between September 27, 2023, and January 27, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties can join by contacting Rosen Law Firm [3][6] - Investors wishing to serve as lead plaintiff must file with the court by September 8, 2025 [3] Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest settlement against a Chinese company at the time and being ranked No. 1 for securities class action settlements in 2017 [4] - The firm has recovered hundreds of millions of dollars for investors, securing over $438 million in 2019 alone [4] - Founding partner Laurence Rosen was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020 [4] Group 3: Case Allegations - The lawsuit alleges that XPLR made false and misleading statements regarding its operations as a yieldco, struggling to maintain operations and downplaying risks associated with financing arrangements [5] - It is claimed that XPLR planned to halt cash distributions to investors to resolve financing issues, indicating an unsustainable business model [5] - The lawsuit asserts that the public statements made by defendants were materially false and misleading, leading to investor damages when the truth was revealed [5]

Core Viewpoint - Rosen Law Firm is reminding purchasers of XPLR Infrastructure, LP common units of a class action lawsuit with a lead plaintiff deadline of September 8, 2025, for those who bought units between September 27, 2023, and January 27, 2025 [1] Group 1: Class Action Details - Investors who purchased XPLR common units during the specified Class Period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties can join by contacting Rosen Law Firm [3][6] - Investors wishing to serve as lead plaintiff must file with the Court by September 8, 2025 [3] Group 2: Rosen Law Firm's Credentials - Rosen Law Firm emphasizes the importance of selecting qualified counsel with a successful track record in securities class actions [4] - The firm has achieved significant settlements, including the largest securities class action settlement against a Chinese company at the time, and has recovered hundreds of millions for investors [4] - In 2019, the firm secured over $438 million for investors, and its founding partner was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020 [4] Group 3: Case Allegations - The lawsuit alleges that XPLR made false and misleading statements regarding its operations as a yieldco, including struggles to maintain operations and the unsustainability of its business model [5] - It is claimed that XPLR entered financing arrangements while downplaying risks, which ultimately led to a halt in cash distributions to investors [5] - The lawsuit asserts that the public statements made by the defendants were materially false and misleading, resulting in investor damages when the truth was revealed [5]

Core Viewpoint - Rosen Law Firm is reminding purchasers of XPLR Infrastructure, LP common units of a class action lawsuit with a lead plaintiff deadline of September 8, 2025, for those who bought units between September 27, 2023, and January 27, 2025 [1]. Group 1 - Investors who purchased XPLR common units during the specified Class Period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties can join by contacting Rosen Law Firm [3][6]. - The firm emphasizes the importance of selecting qualified legal counsel with a successful track record in securities class actions [4]. Group 2 - The lawsuit alleges that throughout the Class Period, XPLR made false and misleading statements regarding its operations as a yieldco, including struggles to maintain operations and the unsustainability of its business model [5]. - Specific claims include that XPLR entered financing arrangements while downplaying risks, could not resolve these financings without significant unitholder dilution, and planned to halt cash distributions to investors [5].

Core Viewpoint - Rosen Law Firm is reminding purchasers of common units of XPLR Infrastructure, LP (formerly Nextera Energy Partners, LP) about a class action lawsuit and the upcoming lead plaintiff deadline on September 8, 2025 [1]. Group 1: Class Action Details - Investors who purchased XPLR common units between September 27, 2023, and January 27, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties can join by contacting Rosen Law Firm [3][6]. - The lead plaintiff must file a motion with the Court by September 8, 2025, to represent other class members in the litigation [3]. Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest settlement against a Chinese company at the time and being ranked No. 1 for securities class action settlements in 2017 [4]. - The firm has recovered hundreds of millions of dollars for investors, including over $438 million in 2019 alone [4]. - Founding partner Laurence Rosen was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020, and many attorneys at the firm have received accolades from Lawdragon and Super Lawyers [4]. Group 3: Case Allegations - The lawsuit alleges that during the class period, XPLR made false and misleading statements regarding its operations as a yieldco, struggling to maintain operations and downplaying risks associated with financing arrangements [5]. - It is claimed that XPLR could not resolve its financing issues without risking significant unitholder dilution and planned to halt cash distributions to redirect funds to resolve these financings [5]. - The lawsuit asserts that the yieldco business model and distribution growth rate were unsustainable, leading to materially false and misleading public statements by the defendants [5].

Core Viewpoint - A class action lawsuit has been filed against XPLR Infrastructure, LP (formerly Nextera Energy Partners, LP) for misleading statements made during the Class Period from September 27, 2023, to January 27, 2025, potentially affecting investors' rights and financial interests [1][5]. Group 1: Lawsuit Details - The lawsuit claims that XPLR was struggling to maintain its operations as a yieldco, which focuses on delivering cash distributions to investors [5]. - Defendants allegedly made false statements and failed to disclose significant risks associated with financing arrangements that temporarily alleviated operational issues [5]. - The lawsuit asserts that XPLR's business model and distribution growth rate were unsustainable, leading to planned halts in cash distributions to investors [5]. Group 2: Investor Information - Investors who purchased XPLR common units during the Class Period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - To join the class action, investors can visit the provided link or contact the law firm for more information [3][6]. - A lead plaintiff must be appointed by September 8, 2025, to represent other class members in the litigation [1][3]. Group 3: Law Firm Credentials - The Rosen Law Firm has a strong track record in securities class actions, having achieved significant settlements for investors, including over $438 million in 2019 [4]. - The firm has been recognized for its leadership in securities class action settlements, ranking No. 1 in 2017 and consistently in the top 4 since 2013 [4].

Core Viewpoint - Rosen Law Firm is reminding purchasers of common units of XPLR Infrastructure, LP about the lead plaintiff deadline for a class action lawsuit related to misleading statements made by the company during the class period from September 27, 2023, to January 27, 2025 [1][5]. Group 1: Class Action Details - Investors who purchased XPLR common units during the class period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - A class action lawsuit has already been filed, and interested parties must move the court to serve as lead plaintiff by September 8, 2025 [3]. - Investors can join the class action by visiting the provided link or contacting the law firm directly for more information [6]. Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company at the time and being ranked No. 1 for the number of settlements in 2017 [4]. - The firm has recovered hundreds of millions of dollars for investors, securing over $438 million in 2019 alone [4]. - Founding partner Laurence Rosen has been recognized as a Titan of Plaintiffs' Bar by Law360, highlighting the firm's expertise in this area [4]. Group 3: Allegations Against XPLR - The lawsuit alleges that XPLR made false and misleading statements regarding its operations as a yieldco, including struggles to maintain operations and the unsustainability of its business model [5]. - It is claimed that XPLR entered financing arrangements to temporarily alleviate operational issues while downplaying associated risks [5]. - The lawsuit asserts that XPLR's public statements were materially false and misleading, leading to investor damages when the true situation was revealed [5].

Core Viewpoint - A class action lawsuit has been filed against XPLR Infrastructure, LP (formerly Nextera Energy Partners, LP) for misleading statements made during the Class Period from September 27, 2023, to January 27, 2025, potentially affecting investors' rights and financial interests [1][5]. Group 1: Lawsuit Details - The lawsuit alleges that XPLR was struggling to maintain its operations as a yieldco, which is a business model focused on delivering cash distributions to investors [5]. - Defendants reportedly made false and misleading statements regarding the company's financial health and operational sustainability, which led to investor damages when the truth was revealed [5]. - The lawsuit claims that XPLR entered into financing arrangements to temporarily alleviate operational issues but downplayed the associated risks, ultimately leading to a halt in cash distributions to investors [5]. Group 2: Investor Information - Investors who purchased XPLR common units during the Class Period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - To join the class action, investors can visit the provided link or contact the law firm for more information [3][6]. - A lead plaintiff must be appointed by September 8, 2025, to represent the interests of other class members in the litigation [1][3]. Group 3: Law Firm Credentials - The Rosen Law Firm has a strong track record in securities class actions, having achieved significant settlements for investors, including over $438 million in 2019 alone [4]. - The firm has been recognized for its success in securities class action settlements and has consistently ranked among the top firms in this area since 2013 [4].

Core Viewpoint - A class action lawsuit has been filed against XPLR Infrastructure, LP (formerly Nextera Energy Partners, LP) for misleading statements made during the Class Period from September 27, 2023, to January 27, 2025, potentially affecting investors' rights and financial interests [1][5]. Group 1: Lawsuit Details - The lawsuit claims that XPLR was struggling to maintain its operations as a yieldco, which focuses on delivering cash distributions to investors [5]. - Defendants allegedly made false statements and failed to disclose significant risks associated with financing arrangements that temporarily alleviated operational issues [5]. - The lawsuit asserts that XPLR's business model and distribution growth rate were unsustainable, leading to planned halts in cash distributions to investors [5]. Group 2: Investor Actions - Investors who purchased XPLR common units during the Class Period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - Interested investors can join the class action by visiting the provided link or contacting the law firm directly [3][6]. - A lead plaintiff must be appointed by September 8, 2025, to represent the class in the litigation [1][3]. Group 3: Law Firm Credentials - The Rosen Law Firm has a strong track record in securities class actions, having achieved significant settlements for investors, including over $438 million in 2019 [4]. - The firm has been recognized for its leadership in securities class action settlements and has recovered hundreds of millions of dollars for investors [4].

[Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) [Risk Summary](index=5&type=section&id=Risk%20Summary) Numerous risks are outlined, categorized by performance, contract, financial, NEE relationship, and taxation, impacting actual results - **Performance Risks:** Business results are affected by wind/solar conditions, operational risks of energy projects, weather impacts, and reliance on a few key projects for cash flow[14](index=14&type=chunk) - **Contract Risks:** The company faces risks from expiring or terminated Power Purchase Agreements (PPAs) and potential inability to meet minimum production obligations[14](index=14&type=chunk) - **Risks Related to NEE Relationship:** NEE exerts significant influence over XPLR. The company relies on NEE for credit support, and potential conflicts of interest exist with XPLR GP and its affiliates[18](index=18&type=chunk) - **Financial Risks:** XPLR may face challenges accessing capital on reasonable terms, and its substantial indebtedness could adversely affect business operations. The company is also exposed to risks from interest rate swaps[17](index=17&type=chunk) [PART I – FINANCIAL INFORMATION](index=8&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements for Q2 2025 include income, balance sheets, cash flows, and equity changes [Condensed Consolidated Statements of Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) XPLR reported a Q2 2025 net income of **$36 million** and a H1 2025 net loss of **$292 million** due to goodwill impairment Income Statement Highlights (Three Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Operating Revenues | $342 | $360 | | Operating Income | $90 | $66 | | Net Income (Loss) | $36 | $58 | | Net Income (Loss) Attributable to XPLR | $79 | $62 | | EPS - basic | $0.84 | $0.66 | Income Statement Highlights (Six Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Operating Revenues | $624 | $617 | | Operating Income (Loss) | ($143) | $45 | | Goodwill Impairment Charge | $253 | $0 | | Net Income (Loss) | ($292) | $92 | | Net Income (Loss) Attributable to XPLR | ($19) | $132 | | EPS - basic | ($0.20) | $1.41 | [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$20.50 billion** while total liabilities rose to **$9.23 billion**, leading to a decrease in total equity to **$11.27 billion** Balance Sheet Summary | Metric | June 30, 2025 (in millions) | Dec 31, 2024 (in millions) | | :--- | :--- | :--- | | Total Current Assets | $1,456 | $860 | | Total Assets | $20,496 | $20,292 | | Total Current Liabilities | $1,895 | $1,087 | | Long-term Debt | $5,608 | $4,609 | | Total Liabilities | $9,225 | $7,426 | | Total Equity | $11,271 | $12,866 | - Goodwill was fully impaired, decreasing from **$253 million** at the end of 2024 to zero as of June 30, 2025[30](index=30&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to **$322 million**, investing cash decreased to **$265 million**, and financing activities shifted to a **$15 million** inflow Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | | :--- | :--- | :--- | | Net cash provided by operating activities | $322 | $309 | | Net cash provided by investing activities | $265 | $748 | | Net cash provided by (used in) financing activities | $15 | ($1,030) | | Net increase in cash | $602 | $27 | [Notes to Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, revenue recognition, derivatives, goodwill impairment, income taxes, VIEs, debt, equity, and related-party transactions - A non-cash goodwill impairment charge of approximately **$253 million** (**$222 million** after tax) was recognized in the first quarter of 2025, writing off the full remaining carrying value of goodwill[59](index=59&type=chunk) - In March 2025, XPLR OpCo issued **$1.75 billion** in senior unsecured notes and repurchased approximately **$182 million** of its 2020 convertible notes[69](index=69&type=chunk)[70](index=70&type=chunk)[72](index=72&type=chunk) - In April 2025, XPLR exercised its buyout right and purchased the remaining outstanding Class B membership interests in XPLR Renewables II for approximately **$931 million**[76](index=76&type=chunk) - On August 7, 2025, XPLR subsidiaries entered into an agreement to sell their ownership interests in Meade Pipeline Co LLC for approximately **$1.1 billion** in cash[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a decrease in Q2 2025 operating revenues due to unfavorable wind resources, offset by lower O&M expenses. The six-month results were significantly impacted by a **$253 million** goodwill impairment charge and unfavorable mark-to-market activity on interest rate derivatives. The company maintains a strong liquidity position of approximately **$3.3 billion** and discusses recent financing activities, including new debt issuance and the buyout of noncontrolling interests. Management also addresses the impact of recent legislation like the OBBBA on clean energy tax credits [Overview](index=28&type=section&id=Overview) XPLR operates clean energy and natural gas pipeline assets, with NEE Equity holding a **51.2%** noncontrolling interest, impacted by recent OBBBA tax legislation - At June 30, 2025, XPLR owned an approximately **48.8%** limited partner interest in XPLR OpCo, with NEE Equity owning the remaining **51.2%** noncontrolling interest[99](index=99&type=chunk) - The One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, modified tax legislation affecting clean energy tax credits, bonus depreciation, and interest deductions, which is pertinent to XPLR's operations[101](index=101&type=chunk)[102](index=102&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 operating revenues decreased by **$18 million** due to wind, while H1 2025 saw a **$253 million** goodwill impairment and increased interest expense - Q2 2025 operating revenues decreased by **$18 million**, primarily due to unfavorable wind resource (**$11 million** impact) as wind speeds were **97%** of the long-term average compared to **103%** in 2024[107](index=107&type=chunk) - Q2 2025 O&M expenses decreased by **$37 million**, mainly due to **$35 million** in vendor credits for unplanned O&M expenses[108](index=108&type=chunk) - Q2 2025 interest expense increased by **$77 million**, reflecting **$55 million** of unfavorable mark-to-market activity and **$22 million** from higher average debt[110](index=110&type=chunk) - For the six months ended June 30, 2025, a non-cash goodwill impairment charge of **$253 million** was recognized[118](index=118&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) XPLR maintains a strong liquidity of **$3.3 billion** as of June 30, 2025, supported by recent **$1.75 billion** senior note issuance and new term loan facilities Liquidity Position as of June 30, 2025 | Component | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $880 | | Amounts due under the CSCS agreement | $16 | | Revolving credit facility (net of letters of credit) | $2,400 | | **Total** | **$3,296** | - During H1 2025, XPLR OpCo issued **$1.75 billion** in senior unsecured notes and repurchased **$182 million** of its 2020 convertible notes[135](index=135&type=chunk) - In August 2025, subsidiaries amended term loan facilities, making a combined total of up to **$1,047 million** available to finance wind repowering projects[135](index=135&type=chunk) [Cash Flows](index=35&type=section&id=Cash%20Flows) Operating cash flow increased to **$322 million**, investing cash decreased, and financing activities shifted to a **$15 million** inflow due to debt issuance and buyouts Change in Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 (in millions) | 2024 (in millions) | Change (in millions) | | :--- | :--- | :--- | :--- | | Operating Activities | $322 | $309 | $13 | | Investing Activities | $265 | $748 | ($483) | | Financing Activities | $15 | ($1,030) | $1,045 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) XPLR manages interest rate and counterparty credit risks, with **99%** of long-term debt fixed or hedged as of June 30, 2025 - At June 30, 2025, approximately **99%** of XPLR's long-term debt was not exposed to fluctuations in interest expense due to being fixed rate or financially hedged[148](index=148&type=chunk) - A hypothetical 10% decrease in interest rates would increase the fair value of XPLR's long-term debt by approximately **$40 million** and decrease the value of its net derivative assets by approximately **$60 million**[148](index=148&type=chunk)[149](index=149&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) CEO and CFO affirmed the effectiveness of disclosure controls and procedures as of June 30, 2025, with no material changes to internal controls - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that XPLR's disclosure controls and procedures were effective[152](index=152&type=chunk) - No changes occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, XPLR's internal control over financial reporting[153](index=153&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) XPLR faces a federal securities class action lawsuit filed in July 2025 alleging false statements regarding its business model and distributions - A federal securities class action lawsuit was filed against XPLR and certain executives/directors in July 2025 in the U.S. District Court for the Southern District of California[97](index=97&type=chunk) - The lawsuit alleges false and misleading statements regarding XPLR's business model and distributions for securities purchased between September 27, 2023, and January 27, 2025[97](index=97&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the 2024 Form 10-K - There have been no material changes from the risk factors disclosed in the 2024 Form 10-K[157](index=157&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) Subsidiaries amended term loan facilities on August 5, 2025, increasing capacity to **$532 million** and **$515 million** for renewable projects - On August 5, 2025, indirect subsidiaries amended and increased two term loan facilities, raising the total capacity to **$532 million** and **$515 million**, respectively[158](index=158&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) Exhibits include CEO and CFO certifications and XBRL interactive data files - Filed exhibits include certifications from the Chief Executive Officer and Chief Financial Officer as required by SEC rules[159](index=159&type=chunk)

Executive Summary & Highlights [Second-Quarter 2025 Performance Highlights](index=1&type=section&id=Second-Quarter%202025%20Performance%20Highlights) XPLR Infrastructure reported solid second-quarter 2025 financial results, with net income attributable to XPLR Infrastructure of **$79 million** and adjusted EBITDA of **$557 million**, largely in line with the prior year. Free cash flow before growth (FCFBG) increased by **6%** to **$261 million**, driven by lower net operating expenses and improved pricing Second-Quarter 2025 Key Financial Performance | Metric | Q2 2025 | Q2 2024 | | :-------------------------------- | :------ | :------ | | Net Income Attributable to XPLR | $79M | $62M | | Adjusted EBITDA | $557M | $560M | | Free Cash Flow Before Growth (FCFBG) | $261M | $246M | - Adjusted EBITDA and FCFBG benefited from lower net operating expenses and improved pricing, partially offset by lower year-over-year wind resource and absence of interest income from Texas pipeline sale proceeds[2](index=2&type=chunk) - Completed approximately **740 megawatts** of repowering projects to date, representing about **47%** of the previously announced **1.6-gigawatt** program[4](index=4&type=chunk)[6](index=6&type=chunk) - Secured over **$1 billion** in project financing commitments year-to-date in 2025 to support the repowering program, with **$338 million** borrowed in June[4](index=4&type=chunk)[6](index=6&type=chunk) [Strategic Initiatives & Outlook](index=1&type=section&id=Strategic%20Initiatives%20%26%20Outlook) The company signed a definitive agreement to sell the Meade pipeline investment for approximately **$1,078 million**, with proceeds intended to address project-level debt and convertible equity financing, generating over **$100 million** in net proceeds. XPLR Infrastructure reaffirmed its adjusted EBITDA expectations for 2025 and 2026, with a projected decline in 2026 primarily due to the Meade pipeline sale - Signed a definitive agreement to sell the Meade pipeline investment for approximately **$1,078 million**, expected to close by the end of Q3[3](index=3&type=chunk)[6](index=6&type=chunk) - Anticipates using sales proceeds to address outstanding project-level debt and buyout related convertible equity portfolio financing, expecting over **$100 million** in net proceeds[3](index=3&type=chunk)[5](index=5&type=chunk) Adjusted EBITDA and FCFBG Expectations | Metric | 2025 Expectation | 2026 Expectation | | :---------------- | :----------------- | :----------------- | | Adjusted EBITDA | $1.85B - $2.05B | $1.75B - $1.95B | | FCFBG | N/A | $600M - $700M | - The decline in 2026 adjusted EBITDA expectations is primarily due to the exclusion of contributions from the Meade pipeline investment[5](index=5&type=chunk) Company Overview [About XPLR Infrastructure, LP](index=2&type=section&id=About%20XPLR%20Infrastructure%2C%20LP) XPLR Infrastructure, LP is a limited partnership focused on clean energy infrastructure with long-term, stable cash flows. The company aims to deliver long-term value to unitholders through disciplined capital allocation and is positioned for growth in the U.S. power sector, with a diversified portfolio including wind, solar, battery storage, and natural gas pipeline assets - XPLR Infrastructure, LP (NYSE: XIFR) is a limited partnership with ownership interests in a clean energy infrastructure portfolio generating long-term, stable cash flows[7](index=7&type=chunk) - Portfolio is diversified across generation technologies, including wind, solar, and battery storage projects in the U.S., and an investment in natural gas pipeline assets in Pennsylvania[7](index=7&type=chunk) [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) XPLR Infrastructure's management uses non-GAAP financial measures, Adjusted EBITDA and FCFBG, for internal financial planning, performance analysis, and external communication with analysts and investors. These measures are considered more meaningful for representing cash available for capital allocation, though quantitative reconciliation of forward-looking non-GAAP measures to GAAP net income is not provided due to inherent forecasting difficulties - Management uses Adjusted EBITDA and FCFBG internally for financial planning, performance analysis, and reporting to the board, and externally for communicating financial results and outlook[9](index=9&type=chunk) - These non-GAAP measures are believed to provide a more meaningful representation of cash available for capital allocation[9](index=9&type=chunk) - A quantitative reconciliation of forward-looking Adjusted EBITDA to GAAP net income is not provided due to the inherent difficulty in forecasting and quantifying certain items like unrealized gains/losses from derivative transactions[10](index=10&type=chunk) Financial Results [Second-Quarter 2025 Financial Performance](index=1&type=section&id=Second-Quarter%202025%20Financial%20Performance) XPLR Infrastructure reported a net income attributable to XPLR Infrastructure of **$79 million** for Q2 2025, an increase from **$62 million** in Q2 2024. Adjusted EBITDA was **$557 million**, slightly down from **$560 million** year-over-year, while Free Cash Flow Before Growth (FCFBG) increased by **6%** to **$261 million** Condensed Consolidated Statements of Income (Loss) - Key Figures (Three Months Ended June 30) | Metric | 2025 (millions) | 2024 (millions) | | :------------------------------------------ | :-------------- | :-------------- | | Operating Revenues | $342 | $360 | | Operating Income (Loss) | $90 | $66 | | Net Income (Loss) | $36 | $58 | | Net Income (Loss) Attributable to XPLR | $79 | $62 | | Earnings (loss) per common unit – basic | $0.84 | $0.66 | Reconciliation of Net Income (Loss) to Adjusted EBITDA and FCFBG (Three Months Ended June 30) | Metric | 2025 (millions) | 2024 (millions) | | :------------------------- | :-------------- | :-------------- | | Net Income (Loss) | $36 | $58 | | Adjusted EBITDA | $557 | $560 | | Free Cash Flow Before Growth | $261 | $246 | - The increase in FCFBG was primarily driven by lower net operating expenses and improved pricing, partially offset by lower wind resource and the absence of interest income from the Texas pipeline sale[2](index=2&type=chunk) [Financial Outlook](index=1&type=section&id=Financial%20Outlook) XPLR Infrastructure reaffirms its adjusted EBITDA expectations for 2025 in the range of **$1.85 billion** to **$2.05 billion**. For calendar year 2026, the company expects adjusted EBITDA of **$1.75 billion** to **$1.95 billion** and FCFBG of **$600 million** to **$700 million**, with the 2026 adjusted EBITDA decline attributed to the planned sale of the Meade pipeline investment Adjusted EBITDA and FCFBG Expectations | Metric | 2025 Expectation | 2026 Expectation | | :---------------- | :----------------- | :----------------- | | Adjusted EBITDA | $1.85B - $2.05B | $1.75B - $1.95B | | FCFBG | N/A | $600M - $700M | - The anticipated decline in adjusted EBITDA for 2026 is primarily due to the exclusion of contributions from the Meade pipeline investment, which is expected to close by the end of the third quarter[5](index=5&type=chunk) - Proceeds from the Meade pipeline sale are intended to repay associated project-level indebtedness and purchase remaining outstanding Class B membership interests in XPLR Pipelines, with any excess for general business purposes[5](index=5&type=chunk) Strategic Developments [Meade Pipeline Investment Sale](index=1&type=section&id=Meade%20Pipeline%20Investment%20Sale) XPLR Infrastructure has signed a definitive agreement to sell its Meade pipeline investment for approximately **$1,078 million**. This transaction is a key step in the company's strategic plan to strengthen its balance sheet and focus on high-quality assets. The sale is expected to close by the end of the third quarter, generating over **$100 million** in net proceeds after debt and equity obligations are met - Signed a definitive agreement to sell the Meade pipeline investment for a base purchase price of approximately **$1,078 million**[3](index=3&type=chunk)[6](index=6&type=chunk) - The transaction is expected to close by the end of the third quarter[3](index=3&type=chunk)[5](index=5&type=chunk) - Anticipates using sales proceeds to address outstanding project-level debt and buyout related convertible equity portfolio financing, expecting to generate net proceeds of over **$100 million**[3](index=3&type=chunk)[5](index=5&type=chunk) [Repowering Program & Financing](index=1&type=section&id=Repowering%20Program%20%26%20Financing) The company is actively executing its repowering program, having completed approximately **740 megawatts** of projects, which accounts for about **47%** of the announced **1.6-gigawatt** program. To support these initiatives, XPLR Infrastructure has secured over **$1 billion** in project financing commitments year-to-date in 2025, with **$338 million** already borrowed in June - Completed a cumulative total of approximately **740 megawatts** of repowering projects, representing approximately **47%** of the previously announced **1.6-gigawatt** repowering program[4](index=4&type=chunk)[6](index=6&type=chunk) - Secured over **$1 billion** in project financing commitments so far in 2025 to support the repowering program[4](index=4&type=chunk)[6](index=6&type=chunk) - Approximately **$338 million** of the secured financing was borrowed in June[4](index=4&type=chunk) [Cautionary Statements and Risk Factors](index=2&type=section&id=Cautionary%20Statements%20and%20Risk%20Factors) This section outlines various forward-looking statements and a comprehensive list of risks and uncertainties that could materially affect XPLR Infrastructure's future operating results, financial condition, and business plans. These risks span operational, financial, regulatory, environmental, and competitive factors, including reliance on renewable energy project performance, development risks, market conditions, and relationships with affiliates - The news release contains 'forward-looking statements' regarding future operating results, adjusted EBITDA, FCFBG, asset sales, financing needs, and repowering plans[13](index=13&type=chunk) - Risks and uncertainties include, but are not limited to, performance of renewable energy projects (wind/solar conditions, market prices), operational risks (outages, damage), weather impacts, reliance on portfolio assets, project development and financing risks, cybersecurity threats, insurance availability, third-party infrastructure reliance, environmental regulations, land rights, litigation, customer/vendor credit risk, PPA renewals, government incentives, competition, regulatory decisions, access to capital, indebtedness, and relationships with NextEra Energy, Inc. (NEE) and its affiliates[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, as actual results may differ materially due to these risks[13](index=13&type=chunk) Unaudited Financial Information [Condensed Consolidated Statements of Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) This section presents the unaudited condensed consolidated statements of income (loss) for XPLR Infrastructure, LP, for the three and six months ended June 30, 2025, and 2024, detailing operating revenues, expenses, and net income (loss) attributable to XPLR | | | | Three Months Ended | | | | Six Months Ended | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | June 30, | | | | June 30, | | | | | 2025 (millions) | | 2024 (millions) | | 2025 (millions) | | 2024 (millions) | | OPERATING REVENUES | $ | 342 | $ | 360 | $ | 624 | $ | 617 | | OPERATING EXPENSES | | | | | | | | | | Operations and maintenance | | 102 | | 139 | | 212 | | 261 | | Depreciation and amortization | | 141 | | 138 | | 277 | | 274 | | Goodwill impairment charge | | — | | — | | 253 | | — | | Taxes other than income taxes and other – net | | 18 | | 16 | | 37 | | 36 | | Total operating expenses – net | | 261 | | 293 | | 779 | | 571 | | GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET | | 9 | | (1) | | 12 | | (1) | | OPERATING INCOME (LOSS) | | 90 | | 66 | | (143) | | 45 | | OTHER INCOME (DEDUCTIONS) | | | | | | | | | | Interest expense | | (131) | | (54) | | (290) | | (67) | | Equity in earnings of equity method investees | | 31 | | 48 | | 48 | | 78 | | Equity in earnings (losses) of non-economic ownership interests | | (3) | | 1 | | (3) | | 5 | | Other – net | | 8 | | 18 | | 10 | | 39 | | Total other income (deductions) – net | | (95) | | 13 | | (235) | | 55 | | INCOME (LOSS) BEFORE INCOME TAXES | | (5) | | 79 | | (378) | | 100 | | INCOME TAX EXPENSE (BENEFIT) | | (41) | | 21 | | (86) | | 8 | | NET INCOME (LOSS) | | 36 | | 58 | | (292) | | 92 | | NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | | 43 | | 4 | | 273 | | 40 | | NET INCOME (LOSS) ATTRIBUTABLE TO XPLR | $ | 79 | $ | 62 | $ | (19) | $ | 132 | | Earnings (loss) per common unit attributable to XPLR – basic | $ | 0.84 | $ | 0.66 | $ | (0.20) | $ | 1.41 | | (a) Earnings (loss) per common unit attributable to XPLR – assuming dilution | $ | 0.84 | $ | 0.66 | $ | (0.20) | $ | 1.41 | | Weighted-average number of common units outstanding – basic (millions) | | 94.0 | | 93.5 | | 93.8 | | 93.5 | | Weighted-average number of common units outstanding – assuming dilution (millions) | | 94.0 | | 93.5 | | 93.8 | | 93.5 | [Reconciliation of Net Income (Loss) to Adjusted EBITDA and FCFBG](index=5&type=section&id=Reconciliation%20of%20Net%20Income%20(Loss)%20to%20Adjusted%20EBITDA%20and%20FCFBG) This section provides a reconciliation of net income (loss), the most directly comparable GAAP measure, to the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow Before Growth (FCFBG) for the three and six months ended June 30, 2025, and 2024 | | | | Three Months Ended | | | Six Months Ended | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | June 30, | | | June 30, | | | | | 2025 (millions) | | 2024 (millions) | | 2025 (millions) | 2024 (millions) | | Net income (loss) | $ | 36 | $ | 58 | $ | (292) $ | 92 | | Add back: | | | | | | | | | Depreciation and amortization | | 141 | | 138 | | 277 | 274 | | Interest expense | | 131 | | 54 | | 290 | 67 | | Income tax expense (benefit) | | (41) | | 21 | | (86) | 8 | | Goodwill impairment charge | | — | | — | | 253 | — | | Tax credits - gross | | 257 | | 279 | | 508 | 543 | | Amortization of intangible assets/liabilities – PPAs – net | | 21 | | 21 | | 41 | 41 | | Noncontrolling interests in Silver State, Star Moon Holdings, Emerald Breeze and Sunlight Renewables Holdings | | (26) | | (19) | | (41) | (25) | | Losses (gains) on disposal of businesses/assets – net | | (9) | | 1 | | (12) | 1 | | Equity in losses (earnings) of non-economic ownership interests | | 3 | | (1) | | 3 | (5) | | Depreciation and interest expense included within equity in earnings of equity method investees | | 7 | | 17 | | 16 | 31 | | (a) Other | | 37 | | (9) | | 70 | (5) | | Adjusted EBITDA | $ | 557 | $ | 560 | $ | 1,027 $ | 1,022 | | (b) Tax credits | | (240) | | (263) | | (415) | (451) | | Cash interest paid | | (20) | | (25) | | (91) | (80) | | Payments to Class B noncontrolling investors | | (17) | | (14) | | (38) | (33) | | (c) Payments to tax equity investors | | (15) | | (9) | | (23) | (16) | | Capital maintenance and environmental expenditures | | (3) | | (2) | | (5) | (4) | | Other - net | | (1) | | (1) | | 1 | 3 | | Free cash flow before growth | $ | 261 | $ | 246 | $ | 456 $ | 441 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the unaudited condensed consolidated balance sheets for XPLR Infrastructure, LP, as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity | | | | | PRELIMINARY | | --- | --- | --- | --- | --- | | | | June 30, 2025 (millions) | | December 31, 2024 (millions) | | ASSETS | | | | | | Current assets: | | | | | | Cash and cash equivalents | $ | 880 | $ | 283 | | Accounts receivable | | 148 | | 105 | | Other receivables | | 90 | | 86 | | Due from related parties | | 93 | | 148 | | Inventory | | 100 | | 108 | | Other | | 145 | | 130 | | Total current assets | | 1,456 | | 860 | | Other assets: | | | | | | Property, plant and equipment – net | | 14,871 | | 14,555 | | Intangible assets – PPAs – net | | 1,733 | | 1,817 | | Goodwill | | — | | 253 | | Investments in equity method investees | | 1,753 | | 1,784 | | Other | | 683 | | 1,023 | | Total other assets | | 19,040 | | 19,432 | | TOTAL ASSETS | $ | 20,496 | $ | 20,292 | | LIABILITIES AND EQUITY | | | | | | Current liabilities: | | | | | | Accounts payable and accrued expenses | $ | 60 | $ | 65 | | Due to related parties | | 598 | | 159 | | Current portion of long-term debt | | 1,026 | | 705 | | Accrued interest | | 88 | | 46 | | Accrued property taxes | | 30 | | 32 | | Other | | 93 | | 80 | | Total current liabilities | | 1,895 | | 1,087 | | Other liabilities and deferred credits: | | | | | | Long-term debt | | 5,608 | | 4,609 | | Asset retirement obligations | | 375 | | 366 | | Due to related parties | | 44 | | 43 | | Intangible liabilities – PPAs – net | | 1,077 | | 1,121 | | Other | | 226 | | 200 | | Total other liabilities and deferred credits | | 7,330 | | 6,339 | | TOTAL LIABILITIES | | 9,225 | | 7,426 | | COMMITMENTS AND CONTINGENCIES | | | | | | EQUITY | | | | | | Common units (94.0 and 93.5 million units issued and outstanding, respectively) | | 3,200 | | 3,221 | | Accumulated other comprehensive loss | | (6) | | (6) | | Noncontrolling interests | | 8,077 | | 9,651 | | TOTAL EQUITY | | 11,271 | | 12,866 | | TOTAL LIABILITIES AND EQUITY | $ | 20,496 | $ | 20,292 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the unaudited condensed consolidated statements of cash flows for XPLR Infrastructure, LP, for the six months ended June 30, 2025, and 2024, categorizing cash flows from operating, investing, and financing activities | | | | PRELIMINARY | | | --- | --- | --- | --- | --- | | | | | Six Months Ended June 30, | | | | | 2025 (millions) | | 2024 (millions) | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | Net income (loss) | $ | (292) | $ | 92 | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | Depreciation and amortization | | 277 | | 274 | | Intangible amortization – PPAs | | 41 | | 41 | | Change in value of derivative contracts | | 140 | | (76) | | Deferred income taxes | | (82) | | 41 | | Equity in earnings of equity method investees, net of distributions received | | 31 | | 5 | | Equity in earnings (losses) of non-economic ownership interests, net of distributions received | | 15 | | (5) | | Losses (gains) on disposal of businesses/assets – net | | (12) | | 1 | | Goodwill impairment charge | | 253 | | — | | Other – net | | 9 | | 13 | | Changes in operating assets and liabilities: | | | | | | Current assets | | (111) | | (84) | | Noncurrent assets | | (8) | | (13) | | Current liabilities | | 42 | | 23 | | Noncurrent liabilities | | 19 | | (3) | | Net cash provided by operating activities | | 322 | | 309 | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | Capital expenditures and other investments | | (170) | | (133) | | Payments from related parties under CSCS agreement – net | | 111 | | 830 | | Distributions from non-economic ownership interests | | 309 | | — | | Reimbursements from related parties for capital expenditures | | — | | 49 | | Other – net | | 15 | | 2 | | Net cash provided by investing activities | | 265 | | 748 | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | Proceeds from issuance of common units – net | | 4 | | 3 | | Issuances of long-term debt, including premiums and discounts | | 2,092 | | 24 | | Retirements of long-term debt | | (740) | | (548) | | Debt issuance costs | | (35) | | (2) | | Partner contributions | | 5 | | 45 | | Partner distributions | | (351) | | (374) | | Payments to Class B noncontrolling interest investors | | (38) | | (33) | | Buyout of Class B noncontrolling interest investors | | (931) | | (187) | | Proceeds from differential membership investors | | 81 | | 75 | | Payments to differential membership investors | | (23) | | (31) | | Buyout of differential membership investors | | (48) | | — | | Other – net | | (1) | | (2) | | Net cash provided by (used in) financing activities | | 15 | | (1,030) | | NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | 602 | | 27 | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD | | 328 | | 294 | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD | $ | 930 | $ | 321 |