XPLR Infrastructure LP 2024年度报告

FORM10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________CommissionFileNumberExact name of registrant as specified in itscharter, address of principal executive offices andregistrant's telephone numberIRS EmployerIdentificationNumber1-36518XPLR INFRASTRUCTURE, LP30-0818558 700 Universe BoulevardJuno Beach,Florida33408(561)694-4000 State or other jurisdiction of incorporation or organization:Delaware Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T duringthe preceding 12 months.YesþNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. Large Accelerated FilerþAccelerated Filer☐Non-Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).Yes☐Noþ Aggregate market value of the voting and non-voting common equity of XPLR Infrastructure, LP held by non-affiliates at June 28, 2024 (based on the closing market price onthe Composite Tape on June 28, 2024) was $2,513,554,430. DOCUMENTS INCORPORATED BY REFERENCE__________________________________ Portions of XPLR Infrastructure, LP's Proxy Statement for the 2025 Annual Meeting of Unitholders are incorporated by reference in Part III hereof. DEFINITIONS Each of XPLR and XPLR OpCo has subsidiaries and affiliates with names that may include XPLR Infrastructure and similar references.For convenience and simplicity, in this report, the terms XPLR and XPLR OpCo are sometimes used as abbreviated references tospecific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions ofXPLR's ownership of subsidiaries and projects refers to its controlling interest in the general partner of XPLR OpCo and XPLR's indirectinterest in and control over the subsidiaries of XPLR OpCo. See Note 1 for a description of the noncontrolling interest in XPLR OpCo.References to XPLR's projects generally include XPLR's consolidated subsidiaries and the projects in which XPLR has equity methodinvestments. References to XPLR's pipeline investment refers to its equity method investment in contracted natural gas assets. NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources,NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes usedas abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on thecontext. TABLE OF CONTENTS Page No.Definitions2Forward-Looking Statements3PART IItem 1.Business4Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity27Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28PART IIItem 5.Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of EquitySecurities29Item 6.Reserved30Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure73Item 9A.Controls and Procedures73Item 9B.Other Information73Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections73PART IIIItem 10.Directors, Executive Officers and Corporate Governance74Item 11.Executive Compensation74Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters74Item 13.Certain Relationships and Related Transactions, and Director Independence74Item 14.Principal Accountant Fees and Services74PART IVItem 15.Exhibits and Financial Statement Schedules75Item 16.Form 10-K Summary77Signatures78 FORWARD-LOOKING STATEMENTS This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that ex