Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

1Consolidated 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.
2Schedule I — Condensed Financial Information of Registrant.
Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended Dec. 31, 2018, 2017 and 2016.
3Exhibits
*Indicates incorporation by reference
+Executive Compensation Arrangements and Benefit Plans Covering Executive Officers and Directors
Xcel Energy Inc.
Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit Reference
3.01*Amended and Restated Articles of Incorporation of Xcel Energy Inc.Xcel Energy Inc Form 8-K dated May 16, 2012001-030343.01
3.02*Bylaws of Xcel Energy Inc.Xcel Energy Inc Form 8-K dated Feb. 17, 2016001-030343.01
4.01*Indenture dated Dec. 1, 2000 between Xcel Energy Inc. and Wells Fargo Bank Minnesota, National Association, as TrusteeXcel Energy Inc. Form 8-K dated Dec. 14, 2000001-030344.01
4.02*Supplemental Indenture No. 3 dated June 1, 2006 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as TrusteeXcel Energy Inc. Form 8-K dated June 6, 2006001-030344.01
4.03*Junior Subordinated Indenture, dated as of Jan. 1, 2008, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as TrusteeXcel Energy Inc. Form 8-K dated Jan. 16, 2008001-030344.01
4.04*Replacement Capital Covenant, dated Jan. 16, 2008Xcel Energy Inc. Form 8-K dated Jan. 16, 2008001-030344.03
4.05*Supplemental Indenture No. 5, dated as of May 1, 2010 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as TrusteeXcel Energy Inc. Form 8-K dated May 10, 2010001-030344.01
4.06*Supplemental Indenture No. 6, dated as of Sept. 1, 2011 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as TrusteeXcel Energy Inc. Form 8-K dated Sept. 12, 2011001-030344.01
4.07*Supplemental Indenture No. 8, dated as of June 1, 2015 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as TrusteeXcel Energy Inc. Form 8-K dated June 1, 2015001-030344.01
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 TrusteeXcel Energy Inc. Form 8-K dated March 8, 2016001-030344.02
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 TrusteeXcel Energy Inc. Form 8-K dated Dec. 1, 2016001-030344.01
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 TrusteeXcel Energy Inc. Form 8-K dated June 25, 2018001-030344.01
10.01*Xcel Energy Inc. Nonqualified Pension Plan (2009 Restatement)Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008001-0303410.02
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, 2008001-0303410.05
10.03*+Xcel Energy Inc. Non-Employee Directors Deferred Compensation Plan as amended and restated Jan. 1, 2009Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008001-0303410.08
10.04*+Form of Services Agreement between Xcel Energy Services Inc. and utility companiesXcel Energy Inc. Form U5B dated Nov. 16, 2000001-03034H-1
10.05*+Xcel Energy Inc. Supplemental Executive Retirement Plan as amended and restated Jan. 1, 2009Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008001-0303410.17
10.06*+First Amendment to Exhibit 10.02 dated Aug. 26, 2009Xcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2009001-0303410.06
10.07*+Xcel Energy Inc. Executive Annual Incentive Award Plan Form of Restricted Stock AgreementXcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2009001-0303410.08
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, 2010001-03034Schedule 14A
10.09*+Xcel Energy Inc. 2005 Long-Term Incentive Plan (as amended and restated effective Feb. 17, 2010)Xcel Energy Inc. Definitive Proxy Statement dated April 6, 2010001-03034Schedule 14A
10.10*+Stock Equivalent Plan for Non-Employee Directors of Xcel Energy Inc. as amended and restated effective Feb. 23, 2011Xcel Energy Inc. Definitive Proxy Statement dated April 5, 2011001-03034Schedule 14A
10.11*+Xcel Energy Inc. Nonqualified Deferred Compensation Plan (2009 Restatement)Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008001-0303410.07
10.12*+First Amendment to Exhibit 10.11 effective Nov. 29, 2011Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2011001-0303410.17
10.13*+Second Amendment to Exhibit 10.02 dated Oct. 26, 2011Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2011001-0303410.18
10.14*+First Amendment to Exhibit 10.08 dated Feb. 20, 2013Xcel Energy Inc. Form 10-Q for the quarter ended March 31, 2013001-0303410.01
10.15*+Fourth Amendment to Exhibit 10.02 dated Feb. 20, 2013Xcel Energy Inc. Form 10-Q for the quarter ended March 31, 2013001-0303410.02
10.16*+First Amendment to Exhibit 10.09 dated May 21, 2013Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2013001-0303410.21
10.17*+Second Amendment to Exhibit 10.11 dated May 21, 2013Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2013001-0303410.22
10.18*+Xcel Energy Inc. 2005 Long-Term Incentive Plan Form of Long-Term Incentive Award AgreementXcel Energy Inc. Form 10-K for the year ended Dec. 31, 2013001-0303410.23
10.19*+Xcel Energy Inc. 2015 Omnibus Incentive PlanXcel Energy Inc. Definitive Proxy Statement dated April 6, 2015001-03034Schedule 14A
10.20*+Stock Equivalent Program for Non-Employee Directors of Xcel Energy Inc. under the Xcel Energy Inc. 2015 Omnibus Incentive PlanXcel Energy Inc. Form 8-K dated May 20, 2015001-0303410.02
10.21*Form of Xcel Energy Inc. 2015 Omnibus Incentive Plan Award Agreement and Award Terms and Conditions under the Xcel Energy Inc. 2015 Omnibus Incentive PlanXcel Energy Inc. Form 8-K dated May 20, 2015001-0303410.03
10.22*+Xcel Energy Inc. 2015 Omnibus Incentive Plan Form of Award AgreementXcel Energy inc. Form 10-K for the year ended Dec. 31, 2015001-0303410.28
10.23*+Xcel Energy Inc. Executive Annual Incentive Award Sub-plan pursuant to the Xcel Energy Inc. 2015 Omnibus Incentive PlanXcel Energy inc. Form 10-K for the year ended Dec. 31, 2015001-0303410.29
10.24*+Fifth Amendment Exhibit 10.02 dated May 3, 2016Xcel Energy Inc. Form 10-Q for the quarter ended June 30, 2016001-0303410.01
10.25*Second Amendment and Restated Credit Agreement, dated as of June 20, 2016 among Xcel Energy Inc., as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., and Barclays Bank Plc, as Syndication Agents, and Wells Fargo Bank, National Association and the Bank of Tokyo-Mitsubishi UFJ, Ltd. , as Document AgentsXcel Energy Inc. Form 8-K dated June 20, 2016001-0303499.01
10.26*+Third Amendment to Exhibit 10.11 dated Sept. 30, 2016Xcel Energy inc. Form 10-Q for the quarter ended Sept. 30, 2016001-0303410.01
10.27*+Form of Xcel Energy, Inc. 2015 Omnibus Incentive Plan Award Agreement and Award Terms and Conditions under the Xcel Energy Inc. 2015 Omnibus Incentive PlanXcel Energy Inc. Form 10-K for the year ended Dec. 31, 2016001-0303410.27
10.28*+Fourth Amendment to Exhibit 10.11 dated Oct. 23, 2017Xcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2017001-0303410.1
10.29*364-Day Term Loan Agreement dated Dec. 5, 2017 among Xcel Energy Inc., as Borrower, the several lenders from time to time parties thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative AgentXcel Energy Inc. Form 8-K dated Dec. 5, 2017001-0303499.01
10.30*+Sixth Amendment to Exhibit 10.02 dated Feb. 22, 2018Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2017001-0303410.30
10.31*+Seventh Amendment to Exhibit 10.02 dated May 7, 2018Xcel Energy Inc. Form 10-Q for the quarter ended June 30, 2018001-0303410.01
10.32*Forward Sale Agreement, dated Nov. 7, 2018, between Xcel Energy Inc. and Morgan Stanley &Co., LLCXcel Energy Inc. Form 8-K dated Nov. 7, 2018001-0303410.01
10.33*Amended and Restated 364-Day Term Loan Agreement dated as of Dec. 4, 2018 among Xcel Energy Inc., as Borrower, the several lenders from time to time parties thereto, and MUFG Bank, Ltd. as Administrative Agent.Xcel Energy Inc. Form 8-K dated Dec. 4, 2018001-0303499.01
10.34+Xcel Energy Inc. Amended and Restated 2015 Omnibus Incentive Plan
10.35+Form of Xcel Energy Inc. 2015 Omnibus Incentive Plan Award Agreement Terms and Conditions under the Xcel Energy Inc. Amended and Restated 2015 Omnibus Incentive Plan
10.36+Stock Program for Non-Employee Directors of Xcel Energy Inc. as Amended and Restated on Dec. 12, 2017 under the 2015 Omnibus Incentive Plan
NSP-Minnesota
4.11*Supplemental and Restated Trust Indenture, dated May 1, 1988, from NSP-Minnesota to Harris Trust and Savings Bank, as Trustee, providing for the issuance of First Mortgage Bonds, Supplemental Indentures between NSP-Minnesota and said TrusteeXcel Energy Inc. Form S-3 dated April 18, 2018001-030344(b)(3)
4.12*Supplemental Trust Indenture dated June 1, 1995, creating $250 million principal amount of 7.125% First Mortgage Bonds, Series due July 1, 2025Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2017001-030344.11
4.13*Supplemental Trust (Indenture dated March 1, 1998, creating $150 million principal amount of 6.5% First Mortgage Bonds, Series due March 1, 2028Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2017001-030344.12
4.14*Supplemental Trust Indenture dated Aug. 1, 2000 (Assignment and Assumption of Trust Indenture)NSP-Minnesota Form 10-12G dated Oct. 5, 2000000-317094.51
4.15*Indenture, dated July 1, 1999, between NSP-Minnesota and Norwest Bank Minnesota, NA, as Trustee, providing for the issuance of Sr. Debt SecuritiesXcel Energy Inc. Form S-3 dated April 18, 2018001-030344(b)(7)
4.16*Supplemental Indenture, dated Aug. 18, 2000, supplemental to the Indenture dated July 1, 1999, among Xcel Energy, NSP-Minnesota and Wells Fargo Bank Minnesota, NA, as TrusteeNSP-Minnesota Form 10-12G dated Oct. 5, 2000000-317094.63
4.17*Supplemental Trust Indenture dated July 1, 2005 between NSP-Minnesota and BNY Midwest Trust Company, as successor Trustee, creating $250 million principal amount of 5.25% First Mortgage Bonds, Series due July 15, 2035NSP-Minnesota Form 8-K dated July 14, 2005001-313874.01
4.18*Supplemental Trust Indenture dated May 1, 2006 between NSP-Minnesota and BNY Midwest Trust Company, as successor Trustee, creating $400 million principal amount of 6.25% First Mortgage Bonds, Series due June 1, 2036NSP-Minnesota Form 8-K dated May 18, 2006001-313874.01
4.19*Supplemental Trust Indenture, dated June 1, 2007, between NSP-Minnesota and BNY Midwest Trust Company, as successor TrusteeNSP-Minnesota Form 8-K dated June 19, 2007001-313874.01
4.20*Supplemental Trust Indenture dated as of Nov. 1, 2009 between NSP-Minnesota and the Bank of New York Mellon Trust Co., NA, as successor Trustee, creating $300 million principal amount of 5.35% First Mortgage Bonds, Series due Nov. 1, 2039NSP-Minnesota Form 8-K dated Nov. 16, 2009001-313874.01
4.21*Supplemental Trust Indenture dated as of Aug. 1, 2010 between NSP-Minnesota and the Bank of New York Mellon Trust Company, NA, as successor Trustee, creating $250 million principal amount of 1.95% First Mortgage Bonds, Series due Aug. 15, 2015 and $250 principal amount of 4.85% First Mortgage Bonds, Series due Aug. 15, 2040NSP-Minnesota Form 8-K dated Aug. 4, 2010001-313874.01
4.22*Supplemental Trust Indenture dated as of Aug. 1, 2012 between NSP-Minnesota and the Bank of New York Mellon Trust Company, NA, as successor Trustee, creating $300 million principal amount of 2.15% First Mortgage Bonds, Series due Aug. 15, 2022 and $500 million principal amount of 3.40% First Mortgage Bonds, Series due Aug. 15, 2042NSP-Minnesota Form 8-K dated Aug. 13, 2012001-313874.01
4.23*Supplemental Trust Indenture dated as of May 1, 2013 between NSP-Minnesota and the Bank of New York Mellon Trust Company, N.A., as successor Trustee, creating $400 million principal amount of 2.60% First Mortgage Bonds, Series due May 15, 2023NSP-Minnesota Form 8-K dated May 20, 2013001-313874.01
4.24*Supplemental Trust Indenture dated as of May 1, 2014 between NSP-Minnesota and the Bank of New York Mellon Trust Company, N.A., as successor Trustee, creating $300 million principal amount of 4.125% First Mortgage Bonds, Series due May 15, 2044NSP-Minnesota Form 8-K dated May 13, 2014001-313874.01
4.25*Supplemental Trust Indenture dated as of Aug. 1, 2015 between NSP-Minnesota and the Bank of New York Mellon Company, N.A., as successor Trustee, creating $300 million principal amount of 2.20% First Mortgage Bonds, Series due Aug. 15, 2020 and $300 million principal amount of 4.00% First Mortgage Bonds, Series due Aug. 15, 2045NSP-Minnesota Form 8-K dated Aug. 11, 2015001-313874.01
4.26*Supplemental Trust Indenture dated as of May 1, 2016 between NSP-Minnesota and the Bank of NY Mellon Trust Company, N.A., as successor Trustee, creating $350 million principal amount of 3.60% First Mortgage Bonds, Series due May 31, 2046NSP-Minnesota Form 8-K dated May 31, 2016001-313874.01
4.27*Supplemental Trust Indenture dated as of Sept. 1, 2017 between NSP-Minnesota and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, creating $600 million principal amount of 3.60% First Mortgage Bonds, Series due Sept. 15, 2047NSP-Minnesota Form 8-K dated Sept. 13, 2017001-313874.01
10.37*Restated Interchange Agreement dated Jan. 16, 2001 between NSP-Wisconsin and NSP-MinnesotaNSP-Wisconsin Form S-4 dated Jan. 21, 2004333-11203310.01
10.38*Second Amendment and Restated Credit Agreement, dated as of June 20, 2016 among NSP-Minnesota, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank Plc, as Syndication Agents, and Wells Fargo Bank, National Association and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation AgentsXcel Energy Inc. Form 8-K dated June 20, 2016001-0303499.02
NSP-Wisconsin
4.28*Supplemental and Restated Trust Indenture, dated March 1, 1991, between NSP-Wisconsin and First Wisconsin Trust Company, providing for the issuance of First Mortgage BondsXcel Energy Inc. Form S-3 dated April 18, 2018001-030344(c)(3)
4.29*Trust Indenture dated Sept. 1, 2000 between NSP-Wisconsin and Firstar Bank, NA as TrusteeNSP-Wisconsin Form 8-K dated Sept. 25, 2000001-031404.01
4.30*Supplemental Trust Indenture dated as of Sept. 1, 2003 between NSP-Wisconsin and U.S. Bank National Association, supplementing indentures dated April 1, 1947 and March 1, 1991Xcel Energy Inc Form 10-Q for the quarter ended Sept. 30, 2003001-030344.05
4.31*Supplemental Trust Indenture dated as of Sept. 1, 2008 between NSP-Wisconsin and U.S. Bank National Association, as successor Trustee, creating $200 million principal amount of 6.375% First Mortgage Bonds, Series due Sept. 1, 2038NSP-Wisconsin Form 8-K dated Sept. 3, 2008001-031404.01
4.32*Supplemental Trust Indenture dated as of Oct. 1, 2012 between NSP-Wisconsin and U.S. Bank National Association, as successor Trustee, creating $100 million principal amount of 3.70% First Mortgage Bonds, Series due Oct. 1, 2042NSP-Wisconsin Form 8-K dated Oct. 10, 2012001-031404.01
4.33*Supplemental Trust Indenture dated as of June 1, 2014 between NSP-Wisconsin and U.S. Bank National Association, as successor Trustee, creating $100 million principal amount of 3.30% First Mortgage Bonds, Series due June 1, 2024NSP-Wisconsin Form 8-K dated June 23, 2014001-031404.01
4.34*Supplemental Trust Indenture dated as of Nov 1, 2017 between NSP-Wisconsin and U.S. Bank National Association, as successor Trustee, creating $100 million in aggregate principal amount of 3.75% First Mortgage Bonds, Series due Dec. 1, 2047NSP-Wisconsin Form 8-K dated Dec. 4, 2017001-031404.01
4.35*Supplemental Indenture dated as of Sept. 1, 2018 between Northern States Power Company and U.S. Bank National Association, as successor Trustee, creating 4.20% First Mortgage Bonds, Series due Sept. 1, 2048NSP-Wisconsin to Form 8-K dated Sept. 12, 2018001-030344.01
10.39*Restated Interchange Agreement dated Jan. 16, 2001 between NSP-Wisconsin and NSP-MinnesotaNSP-Wisconsin Form S-4 dated Jan. 21, 2004333-11203310.01
10.40*Second Amended and Restated Credit Agreement, dated as of June 20, 2016 among NSP-Wisconsin, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank Plc, as Syndication Agents, and Wells Fargo Bank, National Association and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation AgentsXcel Energy Inc. Form 8-K dated June 20, 201699.05
PSCo
4.36*Indenture, dated as of Oct. 1, 1993 between PSCo and Morgan Guaranty Trust Company of New York, as Trustee, providing for the issuance of First Collateral Trust BondsXcel Energy Inc. Form S-3 dated April 18, 2018001-030344(d)(3)
4.37*Indenture dated July 1, 1999, between PSCo and The Bank of New York, providing for the issuance of Senior Debt Securities and First Supplemental Indenture dated July 14, 1999 between PSCo and the Bank of New YorkPSCo Form 8-K dated July 13, 1999001-032804.1 4.2
4.38*Supplemental Indenture, dated Aug. 1, 2007 between PSCo and U.S. Bank Trust National Association, as successor TrusteePSCo Form 8-K dated Aug. 8, 2007001-032804.01
4.39*Supplemental Indenture dated as of Aug. 1, 2008 between PSCo and U.S. Bank Trust National Association, as successor Trustee, creating $300 million principal amount of 5.80% First Mortgage Bonds, Series No. 18 due 2018 and $300 million principal amount of 6.50% First Mortgage Bonds, Series No. 19 due 2038PSCo Form 8-K dated Aug. 6, 2008001-032804.01
4.40*Supplemental Indenture dated as of May 1, 2009 between PSCo and U.S. Bank Trust National Association, as successor Trustee, creating $400 million principal amount of 5.125% First Mortgage Bonds, Series No. 20 due 2019PSCo Form 8-K dated May 28, 2009001-032804.01
4.41*Supplemental Indenture dated as of Nov. 1, 2010 between PSCo and U.S. Bank National Association, as successor Trustee, creating $400 million principal amount of 3.20% First Mortgage Bonds, Series No. 21 due 2020PSCo Form 8-K dated Nov. 8, 2010001-032804.01
4.42*Supplemental Indenture dated as of Aug. 1, 2011 between PSCo and U.S. Bank National Association, as successor Trustee, creating $250 million principal amount of 4.75% First Mortgage Bonds, Series No. 22 due 2041PSCo Form 8-K dated Aug. 9, 2011001-032804.01
4.43*Supplemental Indenture dated as of Sept. 1, 2012 between PSCo and U.S. Bank National Association, as successor Trustee, creating $300 million principal amount of 2.25% First Mortgage Bonds, Series No. 23 due 2022 and $500 million principal amount of 3.60% First Mortgage Bonds, Series No. 24 due 2042PSCo Form 8-K dated Sept. 11, 2012001-032804.01
4.44*Supplemental Indenture dated as of March 1, 2013 between PSCo and U.S. Bank National Association, as successor Trustee, creating $250 million principal amount of 2.50% First Mortgage Bonds, Series No. 25 due 2023 and $250 million principal amount of 3.95% First Mortgage Bonds, Series No. 26 due 2043PSCo Form 8-K dated March 26, 2013001-032804.01
4.45*Supplemental Indenture dated as of March 1, 2014 between PSCo and U.S. Bank National Association, as successor Trustee, creating $300 million principal amount of 4.30% First Mortgage Bonds, Series No. 27 due 2044PSCo Form 8-K dated March 10, 2014001-032804.01
4.46*Supplemental Indenture dated as of May 1, 2015 between PSCo and U.S. Bank National Association, as successor Trustee, creating $250 million principal amount of 2.90% First Mortgage Bonds, Series No. 28 due 2025PSCo Form 8-K dated May 12, 2015001-032804.01
4.47*Supplemental Indenture dated as of June 1, 2016 between PSCo and U.S. Bank National Association, as successor Trustee, creating $250 million principal amount of 3.55% First Mortgage Bonds, Series No. 29 due 2046PSCo Form 8-K dated June 13, 2016001-032804.01
4.48*Supplemental Indenture No. 27 dated as of June 1, 2017 between PSCo and U.S. Bank National Association, as successor Trustee, creating $400 million principal amount of 3.80% First Mortgage Bonds, Series No. 30 due 2047PSCo Form 8-K dated June 19, 2017001-032804.01
4.49*Supplemental Indenture dated as of June 1, 2018 between PSCo and U.S. Bank National Association, as successor Trustee, creating $350 million principal amount of 3.70% First Mortgage Bonds, Series No. 31 due 2028, and $350 million principal amount of 4.10% First Mortgage Bonds, Series No. 32 due 2048PSCo Form 8-K dated June 21, 2018001-032804.01
10.41*Proposed Settlement Agreement, excerpts, as filed with the CPUCXcel Energy Inc. Form 8-K dated Dec. 3, 2004001-0303499.02
10.42*Second Amended and Restated Credit Agreement, dated as of June 20, 2016 among PSCo, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank Plc, as Syndication Agents, and Wells Fargo Bank, National Association and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation AgentsXcel Energy Inc. Form 8-K dated June 20, 2016001-0303499.03
SPS
4.50*Indenture dated Feb. 1, 1999 between SPS and the Chase Manhattan BankSPS Form 8-K dated Feb. 25, 1999001-0378999.2
4.51*Third Supplemental Indenture dated Oct. 1, 2003 to the indenture dated Feb. 1, 1999 between SPS and JPMorgan Chase Bank, as successor Trustee, creating $100 million principal amount of Series C and Series D Notes, 6% due 2033Xcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2003001-030344.04
4.52*Fourth Supplemental Indenture dated Oct. 1, 2006 between SPS and the Bank of New York, as successor TrusteeSPS Form 8-K dated Oct. 3, 2006001-037894.01
4.53*Indenture dated as of Aug. 1, 2011 between SPS and U.S. Bank National Association, as TrusteeSPS Form 8-K dated Aug. 10, 2011001-037894.01
4.54*Supplemental Indenture dated as of Aug. 3, 2011 between SPS and U.S. Bank National Association, as Trustee, creating $200 million principal amount of 4.50% First Mortgage Bonds, Series No. 1 due 2041SPS Form 8-K dated Aug. 10, 2011001-037894.02
4.55*Sixth Supplemental Indenture dated as of June 1, 2014 between SPS and the Bank of New York Mellon Trust Company, N.A., as successor TrusteeSPS Form 8-K dated June 2, 2014001-037894.03
4.56*Supplemental Indenture No. 3 dated as of June 1, 2014 between SPS and U.S. Bank National Association, as Trustee, creating $150 million principal amount of 3.30% First Mortgage Bonds, Series No. 3 due 2024SPS Form 8-K dated June 9, 2014001-037894.02
4.57*Supplemental Indenture dated as of Aug. 1, 2016 between SPS and U.S. Bank National Association, as Trustee, creating $300 million principal amount of 3.40% First Mortgage Bonds, Series No. 4 due 2046SPS Form 8-K dated Aug. 12, 2016001-037894.02
4.58*Supplemental Indenture dated as of Aug. 1, 2017 between SPS and U.S. Bank National Association, as Trustee, creating $450 million principal amount of 3.70% First Mortgage Bonds, Series No. 5 due 2047SPS Form 8-K dated Aug 9. 2017001-037894.02
4.59*Supplemental Indenture No. 6 dated as of Oct. 1, 2018 between SPS and U.S. Bank National Association, as Trustee, creating 4.40% First Mortgage Bonds, Series No. 6 due 2048SPS Form 8-K dated Nov. 5, 2018001-037894.02
10.43*Second Amended and Restated Credit Agreement, dated as of June 20, 2016 among SPS, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank Plc, as Syndication Agents, and Wells Fargo Bank, National Association, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation AgentsXcel Energy Inc. Form 8-K dated June 20, 2016001-0303499.04
Xcel Energy Inc.
21.01Subsidiaries of Xcel Energy Inc.
23.01Consent of Independent Registered Public Accounting Firm
24.01Powers of Attorney
31.01Principal Executive Officer’s certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02Principal Financial Officer’s certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following materials from Xcel Energy Inc.’s Annual Report on Form 10-K for the year ended Dec. 31, 2018 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Common Stockholders’ Equity, (vi) Notes to Consolidated Financial Statements, (vii) document and entity information, (viii) Schedule I, and (ix) Schedule II.

SCHEDULE I

XCEL ENERGY INC. CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (amounts in millions, except per share data)
Year Ended Dec. 31
201820172016
Income
Equity earnings of subsidiaries$1,393$1,263$1,199
Total income1,3931,2631,199
Expenses and other deductions
Operating expenses243022
Other income(1)(6)(3)
Interest charges and financing costs149128116
Total expenses and other deductions172152135
Income before income taxes1,2211,1111,064
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)34
Other comprehensive income (loss)17—
Comprehensive income$1,262$1,155$1,123
Weighted average common shares outstanding:
Basic511509509
Diluted511509509
Earnings per average common share:
Basic$2.47$2.26$2.21
Diluted2.472.252.21
See Notes to Condensed Financial Statements
XCEL ENERGY INC. CONDENSED STATEMENTS OF CASH FLOWS (amounts in millions)
Year Ended Dec. 31
201820172016
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 pool2,4931,1731,880
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 debt492—1,539
Repayment of long-term debt—(250)(704)
Proceeds from issuance of common stock230——
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 period1——
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
20182017
Assets
Cash and cash equivalents$1$1
Accounts receivable from subsidiaries309302
Other current assets11
Total current assets311304
Investment in subsidiaries15,96514,932
Other assets44103
Total other assets16,00915,035
Total assets$16,320$15,339
Liabilities and Equity
Current portion of long-term debt$—$—
Dividends payable195183
Short-term debt488783
Other current liabilities1011
Total current liabilities693977
Other liabilities3229
Total other liabilities3229
Commitments and contingencies
Capitalization
Long-term debt3,3732,878
Common stockholders’ equity12,22211,455
Total capitalization15,59514,333
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)GuarantorGuarantee AmountCurrent ExposureTriggering 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 issued12.0$—
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:

20182017
(Millions of Dollars)Accounts ReceivableAccounts PayableAccounts ReceivableAccounts Payable
NSP-Minnesota$117$—$68$—
NSP-Wisconsin3—13—
PSCo29—69—
SPS39—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 outstanding59
Maximum loan outstanding172
Weighted average interest rate, computed on a daily basis2.22%
Weighted average interest rate at end of periodN/A
Money pool interest income$0.3
(Amounts in Millions, Except Interest Rates)Year Ended Dec. 31, 2018Year Ended Dec. 31, 2017Year Ended Dec. 31, 2016
Loan outstanding at period end$—$85$—
Average loan outstanding713866
Maximum loan outstanding243226211
Weighted average interest rate, computed on a daily basis1.95%1.13%0.69%
Weighted average interest rate at end of periodN/A1.18N/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 debtsNOL and tax credit valuation allowances
(Millions of Dollars)201820172016201820172016
Balance at Jan. 1$52$51$52$77$58$28
Additions Charged to Costs and Expenses423939793
Additions Charged to Other Accounts111011—(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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