Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
| 1 | Consolidated Financial Statements | |||
| Management Report on Internal Controls Over Financial Reporting — For the year ended Dec. 31, 2018. | ||||
| Report of Independent Registered Public Accounting Firm — Financial Statements | ||||
| Report of Independent Registered Public Accounting Firm — Internal Controls Over Financial Reporting | ||||
| Consolidated Statements of Income — For the three years ended Dec. 31, 2018, 2017, and 2016. | ||||
| Consolidated Statements of Comprehensive Income — For the three years ended Dec. 31, 2018, 2017, and 2016. | ||||
| Consolidated Statements of Cash Flows — For the three years ended Dec. 31, 2018, 2017, and 2016. | ||||
| Consolidated Balance Sheets — As of Dec. 31, 2018 and 2017. | ||||
| Consolidated Statements of Common Stockholders’ Equity — For the three years ended Dec. 31, 2018, 2017, and 2016. | ||||
| 2 | Schedule I — Condensed Financial Information of Registrant. | |||
| Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended Dec. 31, 2018, 2017 and 2016. | ||||
| 3 | Exhibits | |||
| * | Indicates incorporation by reference | |||
| + | Executive Compensation Arrangements and Benefit Plans Covering Executive Officers and Directors | |||
| Xcel Energy Inc. | ||||
| Exhibit Number | Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference |
| 3.01* | Amended and Restated Articles of Incorporation of Xcel Energy Inc. | Xcel Energy Inc Form 8-K dated May 16, 2012 | 001-03034 | 3.01 |
| 3.02* | Bylaws of Xcel Energy Inc. | Xcel Energy Inc Form 8-K dated Feb. 17, 2016 | 001-03034 | 3.01 |
| 4.01* | Indenture dated Dec. 1, 2000 between Xcel Energy Inc. and Wells Fargo Bank Minnesota, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated Dec. 14, 2000 | 001-03034 | 4.01 |
| 4.02* | Supplemental Indenture No. 3 dated June 1, 2006 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated June 6, 2006 | 001-03034 | 4.01 |
| 4.03* | Junior Subordinated Indenture, dated as of Jan. 1, 2008, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated Jan. 16, 2008 | 001-03034 | 4.01 |
| 4.04* | Replacement Capital Covenant, dated Jan. 16, 2008 | Xcel Energy Inc. Form 8-K dated Jan. 16, 2008 | 001-03034 | 4.03 |
| 4.05* | Supplemental Indenture No. 5, dated as of May 1, 2010 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated May 10, 2010 | 001-03034 | 4.01 |
| 4.06* | Supplemental Indenture No. 6, dated as of Sept. 1, 2011 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated Sept. 12, 2011 | 001-03034 | 4.01 |
| 4.07* | Supplemental Indenture No. 8, dated as of June 1, 2015 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated June 1, 2015 | 001-03034 | 4.01 |
| 4.08* | Supplemental Indenture No. 9, dated as of March 1, 2016, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated March 8, 2016 | 001-03034 | 4.02 |
| 4.09* | Supplemental Indenture No. 10, dated as of Dec. 1, 2016, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated Dec. 1, 2016 | 001-03034 | 4.01 |
| 4.10* | Supplemental Indenture No. 11, dated as of June 25, 2018, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee | Xcel Energy Inc. Form 8-K dated June 25, 2018 | 001-03034 | 4.01 |
| 10.01* | Xcel Energy Inc. Nonqualified Pension Plan (2009 Restatement) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.02 |
| 10.02*+ | Xcel Energy Senior Executive Severance and Change-in-Control Policy (2009 Restatement) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.05 |
| 10.03*+ | Xcel Energy Inc. Non-Employee Directors Deferred Compensation Plan as amended and restated Jan. 1, 2009 | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.08 |
| 10.04*+ | Form of Services Agreement between Xcel Energy Services Inc. and utility companies | Xcel Energy Inc. Form U5B dated Nov. 16, 2000 | 001-03034 | H-1 |
| 10.05*+ | Xcel Energy Inc. Supplemental Executive Retirement Plan as amended and restated Jan. 1, 2009 | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.17 |
| 10.06*+ | First Amendment to Exhibit 10.02 dated Aug. 26, 2009 | Xcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2009 | 001-03034 | 10.06 |
| 10.07*+ | 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 | 001-03034 | 10.08 |
| 10.08*+ | Xcel Energy Inc. Executive Annual Incentive Plan (as amended and restated effective Feb. 17, 2010) | Xcel Energy Inc. Definitive Proxy Statement dated April 6, 2010 | 001-03034 | Schedule 14A |
SCHEDULE I
| XCEL ENERGY INC. CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (amounts in millions, except per share data) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended Dec. 31 | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Income | |||||||||||
| Equity earnings of subsidiaries | $ | 1,393 | $ | 1,263 | $ | 1,199 | |||||
| Total income | 1,393 | 1,263 | 1,199 | ||||||||
| Expenses and other deductions | |||||||||||
| Operating expenses | 24 | 30 | 22 | ||||||||
| Other income | (1 | ) | (6 | ) | (3 | ) | |||||
| Interest charges and financing costs | 149 | 128 | 116 | ||||||||
| Total expenses and other deductions | 172 | 152 | 135 | ||||||||
| Income before income taxes | 1,221 | 1,111 | 1,064 | ||||||||
| Income tax benefit | (40 | ) | (37 | ) | (59 | ) | |||||
| Net income | $ | 1,261 | $ | 1,148 | $ | 1,123 | |||||
| Other Comprehensive Income | |||||||||||
| Pension and retiree medical benefits, net of tax of $1, $3 and $(3) respectively | $ | 3 | $ | 4 | $ | (4 | ) | ||||
| Derivative instruments, net of tax of $(1), $2 and $2, respectively | (2 | ) | 3 | 4 | |||||||
| Other comprehensive income (loss) | 1 | 7 | — | ||||||||
| Comprehensive income | $ | 1,262 | $ | 1,155 | $ | 1,123 | |||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | 511 | 509 | 509 | ||||||||
| Diluted | 511 | 509 | 509 | ||||||||
| Earnings per average common share: | |||||||||||
| Basic | $ | 2.47 | $ | 2.26 | $ | 2.21 | |||||
| Diluted | 2.47 | 2.25 | 2.21 | ||||||||
| See Notes to Condensed Financial Statements |
| XCEL ENERGY INC. CONDENSED STATEMENTS OF CASH FLOWS (amounts in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended Dec. 31 | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Operating activities | |||||||||||
| Net cash provided by operating activities | $ | 1,210 | $ | 1,208 | $ | 817 | |||||
| Investing activities | |||||||||||
| Capital contributions to subsidiaries | (809 | ) | (849 | ) | (414 | ) | |||||
| Investments in the utility money pool | (2,578 | ) | (1,258 | ) | (1,880 | ) | |||||
| Return of investments in the utility money pool | 2,493 | 1,173 | 1,880 | ||||||||
| Net cash used in investing activities | (894 | ) | (934 | ) | (414 | ) | |||||
| Financing activities | |||||||||||
| Proceeds from (repayment of) short-term borrowings, net | (295 | ) | 715 | (516 | ) | ||||||
| Proceeds from issuance of long-term debt | 492 | — | 1,539 | ||||||||
| Repayment of long-term debt | — | (250 | ) | (704 | ) | ||||||
| Proceeds from issuance of common stock | 230 | — | — | ||||||||
| Repurchase of common stock | (1 | ) | (3 | ) | (32 | ) | |||||
| Dividends paid | (730 | ) | (721 | ) | (681 | ) | |||||
| Other | (12 | ) | (14 | ) | (9 | ) | |||||
| Net cash (used in) provided by financing activities | (316 | ) | (273 | ) | (403 | ) | |||||
| Net change in cash and cash equivalents | — | 1 | — | ||||||||
| Cash and cash equivalents at beginning of period | 1 | — | — | ||||||||
| Cash and cash equivalents at end of period | $ | 1 | $ | 1 | $ | — | |||||
| See Notes to Condensed Financial Statements |
| XCEL ENERGY INC. CONDENSED BALANCE SHEETS (amounts in millions) | |||||||
|---|---|---|---|---|---|---|---|
| Dec. 31 | |||||||
| 2018 | 2017 | ||||||
| Assets | |||||||
| Cash and cash equivalents | $ | 1 | $ | 1 | |||
| Accounts receivable from subsidiaries | 309 | 302 | |||||
| Other current assets | 1 | 1 | |||||
| Total current assets | 311 | 304 | |||||
| Investment in subsidiaries | 15,965 | 14,932 | |||||
| Other assets | 44 | 103 | |||||
| Total other assets | 16,009 | 15,035 | |||||
| Total assets | $ | 16,320 | $ | 15,339 | |||
| Liabilities and Equity | |||||||
| Current portion of long-term debt | $ | — | $ | — | |||
| Dividends payable | 195 | 183 | |||||
| Short-term debt | 488 | 783 | |||||
| Other current liabilities | 10 | 11 | |||||
| Total current liabilities | 693 | 977 | |||||
| Other liabilities | 32 | 29 | |||||
| Total other liabilities | 32 | 29 | |||||
| Commitments and contingencies | |||||||
| Capitalization | |||||||
| Long-term debt | 3,373 | 2,878 | |||||
| Common stockholders’ equity | 12,222 | 11,455 | |||||
| Total capitalization | 15,595 | 14,333 | |||||
| Total liabilities and equity | $ | 16,320 | $ | 15,339 | |||
| See Notes to Condensed Financial Statements |
NOTES TO CONDENSED FINANCIAL STATEMENTS
Incorporated by reference are Xcel Energy’s consolidated statements of common stockholders’ equity and other comprehensive income in Part II, Item 8.
Basis of Presentation — The condensed financial information of Xcel Energy Inc. is presented to comply with Rule 12-04 of Regulation S-X. Xcel Energy Inc.’s investments in subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of subsidiaries are not consolidated. The investments in net assets of the subsidiaries are recorded in the balance sheets. The income from operations of the subsidiaries is reported on a net basis as equity in income of subsidiaries.
As a holding company with no business operations, Xcel Energy Inc.’s assets consist primarily of investments in its utility subsidiaries. Xcel Energy Inc.’s material cash inflows are only from dividends and other payments received from its utility subsidiaries and the proceeds raised from the sale of debt and equity securities. The ability of its utility subsidiaries to make dividend and other payments is subject to the availability of funds after taking into account their respective funding requirements, the terms of their respective indebtedness, the regulations of the FERC under the Federal Power Act, and applicable state laws. Management does not expect maintaining these requirements to have an impact on Xcel Energy Inc.’s ability to pay dividends at the current level in the foreseeable future. Each of its utility subsidiaries, however, is legally distinct and has no obligation, contingent or otherwise, to make funds available to Xcel Energy Inc.
Guarantees and Indemnifications
Xcel Energy Inc. provides guarantees and bond indemnities under specified agreements or transactions, which guarantee payment or performance. Xcel Energy Inc.’s exposure is based upon the net liability of the relevant subsidiary under the specified agreements or transactions. Most of the guarantees and bond indemnities issued by Xcel Energy Inc. limit the exposure to a maximum stated amount. As of Dec. 31, 2018 and 2017, Xcel Energy Inc. had no assets held as collateral related to guarantees, bond indemnities and indemnification agreements.
Guarantees and bond indemnities issued and outstanding as of Dec. 31, 2018:
| (Millions of Dollars) | Guarantor | Guarantee Amount | Current Exposure | Triggering Event | ||||||||
| Guarantee of the indemnification obligations of Xcel Energy Services Inc. under the aircraft leases (a) | Xcel Energy Inc. | $ | 11.0 | $ | — | (d) | ||||||
| Guarantee of loan for Hiawatha Collegiate High School (b) | Xcel Energy Inc. | 1.0 | — | (d) | ||||||||
| Total guarantees issued | 12.0 | $ | — | |||||||||
| Guarantee performance and payment of surety bonds for Xcel Energy Inc.’s utility subsidiaries (c) | Xcel Energy Inc. | $ | 51.1 | (f) | (e) |
| (a) | The terms of this guarantee expires in 2021 and 2023 when the associated leases expire. |
| (b) | The term of this guarantee expires the earlier of 2024 or full repayment of the loan. |
| (c) | 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. |
| (d) | Nonperformance and/or nonpayment. |
| (e) | Per the indemnity agreement between Xcel Energy Inc. and the various surety companies, surety companies have the discretion to demand that collateral be posted. |
| (f) | Due to the magnitude of projects associated with the surety bonds, the total current exposure of this indemnification cannot be determined. Xcel Energy Inc. believes the exposure to be significantly less than the total amount of the outstanding bonds. |
Indemnification Agreements
Xcel Energy Inc. provides indemnifications through contracts entered into in the normal course of business. Indemnifications are primarily against adverse litigation outcomes in connection with underwriting agreements, breaches of representations and warranties, including corporate existence, transaction authorization and certain income tax matters. Obligations under these agreements may be limited in terms of duration or amount. Maximum future payments under these indemnifications cannot be reasonably estimated as the dollar amounts are often not explicitly stated.
Related Party Transactions — Xcel Energy Inc. presents related party receivables net of payables. Accounts receivable and payable with affiliates at Dec. 31:
| 2018 | 2017 | |||||||||||||||
| (Millions of Dollars) | Accounts Receivable | Accounts Payable | Accounts Receivable | Accounts Payable | ||||||||||||
| NSP-Minnesota | $ | 117 | $ | — | $ | 68 | $ | — | ||||||||
| NSP-Wisconsin | 3 | — | 13 | — | ||||||||||||
| PSCo | 29 | — | 69 | — | ||||||||||||
| SPS | 39 | — | 26 | — | ||||||||||||
| Xcel Energy Services Inc. | 96 | — | 95 | — | ||||||||||||
| Xcel Energy Ventures Inc. | 13 | — | 14 | — | ||||||||||||
| Other subsidiaries of Xcel Energy Inc. | 12 | — | 17 | — | ||||||||||||
| $ | 309 | $ | — | $ | 302 | $ | — |
Dividends — Cash dividends paid to Xcel Energy Inc. by its subsidiaries were $1,097 million, $1,063 million and $923 million for the years ended Dec. 31, 2018, 2017 and 2016, respectively. These cash receipts are included in operating cash flows of the condensed statements of cash flows.
Money Pool — FERC approval was received to establish a utility money pool arrangement with the utility subsidiaries, subject to receipt of required state regulatory approvals. The utility money pool allows for short-term investments in and borrowings between the utility subsidiaries. Xcel Energy Inc. may make investments in the utility subsidiaries at market-based interest rates; however, the money pool arrangement does not allow the utility subsidiaries to make investments in Xcel Energy Inc.
Money pool lending for Xcel Energy Inc.:
| (Amounts in Millions, Except Interest Rates) | Three Months Ended Dec. 31, 2018 | |||
| Loan outstanding at period end | $ | — | ||
| Average loan outstanding | 59 | |||
| Maximum loan outstanding | 172 | |||
| Weighted average interest rate, computed on a daily basis | 2.22 | % | ||
| Weighted average interest rate at end of period | N/A | |||
| Money pool interest income | $ | 0.3 |
| (Amounts in Millions, Except Interest Rates) | Year Ended Dec. 31, 2018 | Year Ended Dec. 31, 2017 | Year Ended Dec. 31, 2016 | |||||||||
| Loan outstanding at period end | $ | — | $ | 85 | $ | — | ||||||
| Average loan outstanding | 71 | 38 | 66 | |||||||||
| Maximum loan outstanding | 243 | 226 | 211 | |||||||||
| Weighted average interest rate, computed on a daily basis | 1.95 | % | 1.13 | % | 0.69 | % | ||||||
| Weighted average interest rate at end of period | N/A | 1.18 | N/A | |||||||||
| Money pool interest income | $ | 1.4 | $ | 0.4 | $ | 0.5 |
See notes to the consolidated financial statements in Part II, Item 8.
SCHEDULE II
XCEL ENERGY INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DEC. 31
| Allowance for bad debts | NOL and tax credit valuation allowances | |||||||||||||||||||||||
| (Millions of Dollars) | 2018 | 2017 | 2016 | 2018 | 2017 | 2016 | ||||||||||||||||||
| Balance at Jan. 1 | $ | 52 | $ | 51 | $ | 52 | $ | 77 | $ | 58 | $ | 28 | ||||||||||||
| Additions Charged to Costs and Expenses | 42 | 39 | 39 | 7 | 9 | 3 | ||||||||||||||||||
| Additions Charged to Other Accounts | 11 | 10 | 11 | — | (a) | 22 | (a) | 35 | (a) | |||||||||||||||
| Deductions from Reserves | (50 | ) | (48 | ) | (51 | ) | (5 | ) | (b) | (12 | ) | (b) | (8 | ) | (b) | |||||||||
| Balance at Dec. 31 | $ | 55 | $ | 52 | $ | 51 | $ | 79 | $ | 77 | $ | 58 |
| (a) | The 2016 - 2017 changes are the accrual of valuation allowances for North Dakota ITC, net of federal income tax benefit, that is offset to a regulatory liability; the 2017 change includes $14 million expense related to the revaluation of federal benefit as a result of the TCJA. |
| (b) | Primarily the reductions to valuation allowances for North Dakota ITC carryforwards, net of federal benefit, primarily due to a consolidated adjustment to the regulatory liability accrual referenced above; the 2017 change includes $4 million of reduced expense related to the revaluation of federal benefit as a result of TCJA. |
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