What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-23 · 100 added, 85 removed, 693 unchanged (21% of the section changed)

13 unchanged sentences

ITEM 9B — OTHER INFORMATION

Effective March 1, 2024, Melissa Ostrom, Vice President, Controller at Xcel Energy Inc., will begin serving as principal accounting officer of Xcel Energy.

Brian Van Abel, Xcel Energy’s Executive Vice President, Chief Financial Officer will cease serving as Xcel Energy’s principal accounting officer effective March 1, 2024.

Melissa Ostrom, age 40, has served as Vice President, Controller at Xcel Energy since April 2022.

Prior to that Ms.

Ostrom served as Director, Financial Forecasting and Reporting from November 2018 to March 2022 and as Director, Capital Asset Accounting from April 2016 to November 2018.

Ostrom served in various other finance and accounting positions of increasing responsibility since joining Xcel Energy in 2010.

There are no arrangements or understandings between Ms.

Ostrom and any other person pursuant to which she was selected to serve as principal accounting officer.

There are no family relationships between Ms.

Ostrom and any director or officer of Xcel Energy or any other related-party transaction involving Ms.

Ostrom and Xcel Energy.

There were no material amendments made to Ms.

Ostrom’s compensation in connection with her service as principal accounting officer.

21, 2024, the Board of Directors of Xcel Energy approved the Xcel Energy Inc.

Annual Incentive Plan (the “Plan”) in order to provide for annual incentive awards to eligible employees.

The Plan replaces the Xcel Energy Inc.

Executive Annual Incentive Award Subplan pursuant to the Xcel Energy Inc.

Amended and Restated 2015 Omnibus Incentive Plan.

The Governance, Compensation and Nominating Committee (the “Committee”) of Xcel Energy’s Board of Directors administers the Plan and has authority to determine when and to whom awards will be granted, the amount of awards, and the terms and conditions of awards including the applicable performance goals, and will certify the level of goal achievement for award payouts.

Awards will be paid in the form of cash or, if provided by the Committee, eligible employees may elect to receive payment in the form of stock or restricted stock, or a combination of the foregoing, and any shares of stock will be issued under Xcel Energy’s then-current equity compensation plan, all on such terms as the Committee may determine.

The Plan also includes a “clawback” provision providing that awards are subject to recoupment under Xcel Energy’s clawback policies in effect from time to time.

A copy of the Plan is filed as Exhibit 10.18 hereto and incorporated herein by reference.

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended Dec.

ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required under this Item with respect to Directors and Corporate Governance is set forth in Xcel Energy Inc.’s Proxy Statement for its 2023 Annual Meeting of Shareholders, which is expected to occur on April 11, 2023, incorporated by reference.

Information required under this Item with respect to Directors and Corporate Governance is set forth in Xcel Energy Inc.’s Proxy Statement for its 2024 Annual Meeting of Shareholders, which is expected to be filed on April 9, 2024, which is incorporated by reference.

Information with respect to Executive Officers is included in Item 1 to this report.

19 unchanged sentences

Consolidated Balance Sheets — As of Dec.

31, 2022 and 2021.

31, 2023, 2022.

Consolidated Statements of Common Stockholders’ Equity — For each of the three years ended Dec.

10 unchanged sentences

Form 8-K dated May 16, 2012 3.01

Bylaws of Xcel Energy Inc.

, as Amended on April 3, 2020

Bylaws of Xcel Energy Inc., as Amended and Restated on August 23, 2023

Xcel Energy Inc.

Form 8-K dated April 3, 2020 3.01

Form 8-K dated August 23, 2023

Description of Securities

68 unchanged sentences

Supplemental Indenture No.

14, dated as of Sept.

25, 2020 between Xcel Energy Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association ), as Trustee, creating $500 million aggregate principal amount of 0.50% Senior Notes, Series due Oct.

Xcel Energy Inc.

Form 8-K dated Sept.

25, 2020 4.01

Supplemental Indenture No.

15, dated as of Nov.

9 unchanged sentences

Xcel Energy Form 8-K dated May 6, 2022 4.01

Supplemental Indenture No.

17, dated as of August 3, 2023, by and between Xcel Energy Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee, creating $800 million aggregate principal amount of 5.45% Senior Notes, Series due August 15, 2033.

Xcel Energy Form 8-K dated August 3, 2023

Xcel Energy Inc.

29 unchanged sentences

Xcel Energy Inc.

Executive Annual Incentive Plan (as amended and restated effective Feb.

Xcel Energy Inc.

Definitive Proxy Statement dated April 6, 2010 Appendix A

First Amendment to Exhibit 10.09 dated Feb.

Xcel Energy Inc.

Form 10-Q for the quarter ended March 31, 2013 10.01

Xcel Energy Inc.

Executive Annual Incentive Award Plan Form of Restricted Stock Agreement

Xcel Energy Inc.

Form 10-Q for the quarter ended Sept.

30, 2009 10.08

Xcel Energy Inc.

Nonqualified Deferred Compensation Plan (2009 Restatement)

2 unchanged sentences

31, 2008 10.07

First Amendment to Exhibit 10.12 effective Nov.

First Amendment to Exhibit 10.

09 effective Nov.

Xcel Energy Inc.

1 unchanged sentence

31, 2011 10.17

Second Amendment to Exhibit 10.12 dated May 21, 2013

Second Amendment to Exhibit 10.

09 dated May 21, 2013

Xcel Energy Inc.

1 unchanged sentence

31, 2013 10.22

Third Amendment to Exhibit 10.12 dated Sept.

Third Amendment to Exhibit 10.

09 dated Sept.

Xcel Energy Inc.

1 unchanged sentence

30, 2016 10.01

Fourth Amendment to Exhibit 10.12 dated Oct.

Fourth Amendment to Exhibit 10.

09 dated Oct.

Xcel Energy Inc.

6 unchanged sentences

31, 2018 10.34

Form of Terms and Conditions under the Xcel Energy Inc.

Amended and Restated 2015 Omnibus Incentive Plan for Awards of Restricted Stock Units and/or Performance Share Units

Form of Award Agreement for Restricted Stock Units and/or Performance Share Units under the Xcel Energy Inc.

2015 Omnibus Incentive Plan for awards between 2020-2023

Xcel Energy Inc.

3 unchanged sentences

2015 Omnibus Incentive Plan for awards since 2024

Form of Award Agreement for Retention-Based Restricted Stock Units under the Xcel Energy Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Xcel Energy Inc.

Form 10-K for the year ended Dec.

31, 2019 10.32

Form 8-K dated Dec.

X cel Energy Inc.

Annual Incentive Plan , effective Feb.

Summary of Non-Employee Director Compensation, effective as of May 24, 2023

Xcel Energy Inc.

Form 10-Q for the quarter ended June 30, 2023

Stock Equivalent Plan for Non-Employee Directors of Xcel Energy Inc.

2 unchanged sentences

Definitive Proxy Statement dated April 5, 2011 Appendix A

Stock Equivalent Program for Non-Employee Directors of Xcel Energy Inc.

under the Xcel Energy Inc.

2015 Omnibus Incentive Plan

Xcel Energy Inc.

Form 8-K dated May 20, 2015 10.02

Summary of Non-Employee Director Compensation, effective as of Oct.

Xcel Energy Inc.

Form 10-Q for the quarter ended Sept.

Stock Program for Non-Employee Directors of Xcel Energy Inc.

12 unchanged sentences

Form 8-K dated Sept.

Form of Award Agreement for Retention-Based Restricted Stock Units under the Xcel Energy Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Xcel Energy Inc.

Form 8-K dated Dec.

NSP-Minnesota

13 unchanged sentences

NSP-Minnesota Form 10-12G dated Oct.

Indenture, dated as of July 1, 1999, by and between NSP-Minnesota and The Bank of New York Mellon Trust Company, NA (as successor to Norwest Bank Minnesota, NA ) , as Trustee, providing for the issuance of Sr.

Indenture, dated as of July 1, 1999, by and between NSP-Minnesota and Wells Fargo Bank Minne sota , NA (as successor to Norwest Bank Minnesota, NA), as Trustee, providing for the issuance of Sr.

Debt Securities

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2, dated Aug.

18, 2000, supplemental to the Indenture, dated as of July 1, 1999, among Xcel Energy Inc., NSP-Minnesota and The Bank of New York Mellon Trust Company, NA (as successor to Wells Fargo Bank Minnesota, NA ) , as Trustee

18, 2000, supplemental to the Indenture, dated as of July 1, 1999, among Xcel Energy Inc., NSP-Minnesota and Wells Fargo Bank Minnesota , NA (as successor to Norwest Bank Minnesota , NA), as Trustee

NSP-Minnesota Form 10-12G dated Oct.

6 unchanged sentences

Supplemental Trust Indenture, dated as of Nov.

1, 2009, by and between NSP-Minnesota and The Bank of New York Mellon Trust Co mpany ., NA, as Trustee, creating $300 million aggregate principal amount of 5.35% First Mortgage Bonds, Series due Nov.

1, 2009, by and between NSP-Minnesota and The Bank of New York Mellon Trust Company., NA, as Trustee, creating $300 million aggregate principal amount of 5.35% First Mortgage Bonds, Series due Nov.

NSP-Minnesota Form 8-K dated Nov.

9 unchanged sentences

NSP-Minnesota Form 8-K dated May 13, 2014 4.01

Supplemental Trust Indenture, dated as of May 1, 2014, by and between NSP-Minnesota and The Bank of New York Mellon Trust Company, N.A., as Trustee, creating $300 million aggregate principal amount of 4.125% First Mortgage Bonds, Series due May 15, 2044

NSP-Minnesota Form 8-K dated May 13, 2014 4.01

Supplemental Trust Indenture, dated as of Aug.

18 unchanged sentences

NSP-Minnesota 8-K dated May 9, 2022 4.01

Supplemental Trust Indenture dated as of May 1, 2023 between NSP-Minnes ota and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, creating $800 million aggregate principal amount of 5.10% First Mortgage Bonds, Series due May 15, 2053.

NSP-Minnesota 8-K dated May 8, 2023

Restated Interchange Agreement dated Jan.

14 unchanged sentences

1, 2000, by and between NSP-Wisconsin and U.S.

Bank Trust Company, National Association (as successor to Firstar Bank, N .

), as Trustee

Bank Trust Company, National Association (as successor to Firstar Bank, N.A.), as Trustee

NSP-Wisconsin Form 8-K dated Sept.

36 unchanged sentences

NSP-Wisconsin Form 8-K dated July 15, 2022 4.01

Supplemental Indenture dated as of May 10, 2023 between NSP-Wisconsin and U.S.

Bank Trust Company, National Association, as successor Trustee, creating 5.30% First Mortgage Bonds, Series due June 15, 2053

NSP-Wisconsin Form 8-K dated May 10, 2023

Restated Interchange Agreement dated Jan.

43 unchanged sentences

Bank National Association), as Trustee, creating $300 million aggregate principal amount of 4.30% First Mortgage Bonds, Series No.

25 due March 15, 2023 and $250 million aggregate principal amount of 3.95% First Mortgage Bonds, Series No.

27 due March 15, 2044

1 unchanged sentence

Supplemental Indenture No.

24, dated as of March 1, 2014, by and between PSCo and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association ) , as Trustee, creating $300 million aggregate principal amount of 4.30% First Mortgage Bonds, Series No.

27 due March 15, 2044

PSCo Form 8-K dated March 10, 2014 4.01

Supplemental Indenture No.

25, dated as of May 1, 2015, by and between PSCo and U.S.

52 unchanged sentences

PSCo Form 8-K dated May 17, 2022 4.01

Supplemental Indenture No.

34, dated as of March 1, 2023, between PSCo and U.S.

Bank Trust Company, National Association, as successor Trustee, creating $850 million principal amount of 5.25% First Mortgage Bonds, Series No.

40 due Apri l 1, 2053.

PSCo Form 8-K dated April 3, 2023

Proposed Settlement Agreement, excerpts, as filed with the CPUC

12 unchanged sentences

Third Supplemental Indenture, dated as of Oct.

1, 2003, by and between SPS and JPMorgan Chase Bank ( as successor to The C hase Manhattan Bank), as Trustee, creating $100 million aggregate principal amount of Series C Notes, 6% due Oct.

1, 2003, by and between SPS and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as Trustee, creating $100 million aggregate principal amount of Series C Notes, 6% due Oct.

1, 2033 and Series D Notes, 6% due Oct.

3 unchanged sentences

Fourth Supplemental Indenture, dated as of Oct.

1, 2006, by and between SPS and The Bank of New York ( as successor to The C hase Manhattan Bank), as Trustee, creating $250 million aggregate principal amount of Series F Notes, 6% due Oct.

1, 2006, by and between SPS and The Bank of New York (as successor to The Chase Manhattan Bank), as Trustee, creating $250 million aggregate principal amount of Series F Notes, 6% due Oct.

SPS Form 8-K dated Oct.

54 unchanged sentences

SPS Form 8-K dated May 31, 2022 4.02

Supplemental Indenture No.

10 dated as of August 21, 2023 between SPS and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as Trustee, creating $100 million aggregate principal amount of 6.00% First Mortgage Bonds, Series No.

SPS Form 8-K dated August 21, 2023

Fourth Amended and Restated Credit Agreement, dated as of Sept.

15 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

M andatory Compensation Recovery Policy for Section 16 Officers

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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Other Comprehensive Income

Pension and retiree medical benefits, net of tax of $ 1 , $ 1 and $ 1 , respectively

Derivative instruments, net of tax of $ 3 , $( 1 ) and $( 7 ), respectively

Pension and retiree medical benefits, net of tax $ ( 2 ) $ 9 $ 8

Derivative instruments, net of tax 1 21 10

Other comprehensive income ( 1 ) 30 18

16 unchanged sentences

Capital contributions to subsidiaries ( 975 ) ( 921 ) ( 1,661 )

Net return (investments) in the utility money pool — 57 ( 18 )

Other, net — — ( 1 )

Net return in the utility money pool 21 — 57

Net cash used in investing activities ( 954 ) ( 921 ) ( 1,604 )

Financing activities

Proceeds (repayment of) from short-term borrowings, net ( 407 ) 638 ( 500 )

(Repayment of) proceeds from short-term borrowings, net ( 66 ) ( 407 ) 638

Proceeds from issuance of long-term debt 792 694 791

1 unchanged sentence

Proceeds from issuance of common stock 270 322 366

Repurchase of common stock — — ( 4 )

Dividends paid ( 1,092 ) ( 1,012 ) ( 935 )

Other ( 13 ) ( 16 ) ( 16 )

Net cash provided by financing activities ( 419 ) 444 139

Net cash (used in) provided by financing activities ( 609 ) ( 419 ) 444

Net change in cash, cash equivalents, and restricted cash 23 — ( 13 )

54 unchanged sentences

Exposure Triggering

Guarantee of loan for Hiawatha Collegiate High School (a)

Xcel Energy Inc.

Guarantee of Capital Services purchase contract for solar generating equipment.

Guarantees of Capital Services purchase contracts for wind and solar generating equipment (a)

Xcel Energy Inc.

Guarantees of Xcel Energy Inc.’s utility subsidiaries’ performance on tax credit sale agreements Xcel Energy Inc.

Guarantee performance and payment of surety bonds for Xcel Energy Inc.’s utility subsidiaries (e)

Xcel Energy Inc.

(a) The guarantee expires the earlier of 2024 or full repayment of the loan.

(b) Nonperformance and/or nonpayment.

(d) Given that the manufacturing of solar generating equipment has not yet commenced, related exposure to the payment obligations of Capital Services at Dec.

31, 2022 is immaterial.

(a) Guarantees expire upon the satisfaction of all buyer obligations under the purchase contracts.

(b) Given that the manufacturing of equipment has not yet commenced, related exposure to the performance obligations of Capital Services at Dec.

31, 2023 has been assessed as immaterial.

(d) Exposure to the performance obligations of the utility subsidiaries has been assessed as immaterial.

The tax credit sales transactions closed as scheduled in January 2024.

(e) The surety bonds primarily relate to workers compensation benefits and utility projects.

The workers compensation bonds are renewed annually and the project based bonds expire in conjunction with the completion of the related projects.

(f) Due to the magnitude of projects associated with the surety bonds, the total current exposure of this indemnification cannot be determined.

(f) Due to the number of projects associated with the surety bonds, the total current exposure of this indemnification cannot be determined.

Xcel Energy Inc.

31 unchanged sentences

Weighted average interest rate, computed on a daily basis 1.34 %

Weighted average interest rate at end of period N/A

Weighted average interest rate at end of period 5.34

Money pool interest income $ 1

22 unchanged sentences

(b) Deductions related primarily to bad debt write-offs.

(c) Primarily reductions to valuation allowances due to additional NOLs and tax credits forecasted to be used prior to expiration.

(d) Primarily the reduction of valuation allowances for North Dakota ITC, net of federal income tax benefit, that is offset to a regulatory liability forecasted to be used prior to expiration along with valuation allowances that expired.

(c) Primarily reversals of valuation allowances on completed tax credit sales and reductions of valuation allowances for items forecasted to be used prior to expiration .

ITEM 16 — FORM 10-K SUMMARY

8 unchanged sentences

Van Abel (Principal Accounting Officer and Principal Financial Officer)

Megan Burkhart

Netha Johnson

Charles Pardee

Megan Burkhart Director

Lynn Casey Director

Netha Johnson Director

Kampling Director

Kehl Director

O’Brien Director

Charles Pardee Director

Christopher J.

James Prokopanko

Daniel Yohannes

Policinski Director

James Prokopanko Director

Timothy Welsh Director

Kim Williams Director

Daniel Yohannes Director

Van Abel Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures