Xcel Energy (XEL) 10-K risk factor changes: FY2019 vs FY2018

Xcel Energy is subject to a variety of risks, many of which are beyond our control.

Risks that may adversely affect the business, financial condition, results of operations or cash flows are described below.

These risks should be carefully considered together with the other information set forth in this report and future reports that Xcel Energy files with the SEC.

Oversight of Risk and Related Processes

A key accountability of the Board of Directors is the oversight of material risk, and our Board of Directors employs an effective process for doing so.

Management and each Board of Directors’ committee have responsibility for overseeing the identification and mitigation of key risks and reporting its assessments and activities to the full Board of Directors.

Management identifies and analyzes risks to determine materiality and other attributes such as timing, probability and controllability.

Identification and analysis occurs formally through a key risk assessment conducted by senior management, the financial disclosure process, hazard risk management procedures and internal auditing and compliance with financial and operational controls.

Management also identifies and analyzes risk through its business planning process and development of goals and key performance indicators, which include risk identification to determine barriers to implementing Xcel Energy’s strategy.

The business planning process also identifies areas in which there is a potential for a business area to assume inappropriate risk to meet goals and determines how to prevent inappropriate risk-taking.

Xcel Energy has a robust compliance program and promotes a culture of compliance, including tone at the top.

The process for risk mitigation includes adherence to our code of conduct and compliance policies, operation of formal risk management structures and overall business management to mitigate the risks inherent in the implementation of strategy.

Xcel Energy manages and further mitigates risks through formal risk management structures, including management councils, risk committees and services of corporate areas such as internal audit, corporate controller and legal.

Management communicates regularly with the Board of Directors and key stakeholders regarding risk.

Senior management presents and communicates a periodic risk assessment to the Board of Directors which provides information on the risks management believes are material, including the earnings impact, timing, likelihood and controllability.

The Board of Directors approaches oversight, management and mitigation of risk as an integral and continuous part of its governance of Xcel Energy.

The Board of Directors regularly reviews management’s key risk assessment and analyzes areas of existing and future risks and opportunities.

In addition, the Board of Directors assigns oversight of critical risks to its four committees to ensure these risks are well understood and given appropriate focus.

The Audit Committee is responsible for reviewing the adequacy of risk oversight and affirming that appropriate oversight occurs.

Oversight of cybersecurity risks by the Operations, Nuclear, Environmental and Safety Committee includes receiving independent outside assessments of cybersecurity maturity and assessment of plans.

New risks are considered and assigned as appropriate during the annual Board of Directors’ and committee evaluation process.

Committee charters and annual work plans are updated accordingly.

Committees regularly report on their oversight activities and certain risk issues may be brought to the full Board of Directors for consideration when deemed appropriate.

Finally, the Board of Directors conducts an annual strategy session where Xcel Energy’s future plans and initiatives are reviewed.

Risks Associated with Our Business

Operational Risks

Our natural gas and electric transmission and distribution operations involve numerous risks that may result in accidents and other operating risks and costs.

Our natural gas transmission and distribution activities include inherent hazards and operating risks, such as leaks, explosions, outages and mechanical problems.

Our electric transmission and distribution activities also include inherent hazards and operating risks such as contact, fire and outages which could cause substantial financial losses.

These natural gas and electric risks could result in loss of life, significant property damage, environmental pollution, impairment of our operations and substantial losses.

We maintain insurance against some, but not all, of these risks and losses.

The occurrence of these events, if not fully covered by insurance, could have a material effect on our financial condition, results of operations and cash flows.

Additionally, for natural gas costs that may be required in order to comply with potential new regulations, including the Pipeline Safety Act, could be significant.

The Pipeline Safety Act requires verification of pipeline infrastructure records by pipeline owners and operators to confirm the maximum allowable operating pressure of lines located in high consequence areas or more-densely populated areas.

We have programs in place to comply with the Pipeline Safety Act and for systematic infrastructure monitoring and renewal over time.

A significant incident could increase regulatory scrutiny and result in penalties and higher costs of operations.

The PHMSA is responsible for administering the DOT’s national regulatory program to assure the safe transportation of natural gas, petroleum and other hazardous materials by pipelines.

The PHMSA continues to develop regulations and other approaches to risk management to assure safety in design, construction, testing, operation, maintenance and emergency response of natural gas pipeline infrastructure.

Our utility operations are subject to long-term planning risks.

Most electric utility investments are planned to be used for decades.

Business Segments and Organizational Overview

Xcel Energy Inc. is a public utility holding company.

Xcel Energy’s operations include the activity of four utility subsidiaries that serve electric and natural gas customers in eight states.

The utility subsidiaries serve customers in portions of Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

Along with the utility subsidiaries, the TransCo subsidiaries, WYCO (a joint venture formed with CIG to develop and lease natural gas pipelines, storage and compression facilities) and WGI (an interstate natural gas pipeline company) comprise the regulated utility operations.

Xcel Energy Inc.’s immaterial nonregulated subsidiaries are Eloigne and Capital Services.

Management’s Strategic Priorities

Xcel Energy’s vision is to be the preferred and trusted provider of the energy our customers need.

We strive to provide our investors an attractive value proposition and our customers with safe, clean and reliable energy services at a competitive price.

This mission is enabled via three key strategic priorities:

| | |

| --- | --- |

| • | Lead the clean energy transition; |

| | |

| --- | --- |

| • | Enhance the customer experience; and, |

| | |

| --- | --- |

| • | Keep bills low. |

Successful execution of our strategic objectives should allow Xcel Energy to continue to deliver a competitive total return for our shareholders.

Lead the clean energy transition

For more than a decade, we have managed the risk of climate change and increasing customer demand for renewable energy through a clean energy strategy that consistently reduces carbon emissions and transitions our operations for the future.

As a result, we have successfully reduced our carbon emissions to our customers by approximately 40% from 2005 to 2018.

We expect to reduce our carbon footprint by 80% by 2030 (over 2005 levels).

We have also announced our vision to serve all customers with 100% zero-carbon emissions by 2050.

Our service territories benefit from the geographic concentration of favorable renewable resources.

Strong wind and high solar irradiance yield high generation capacity factors, which lowers the cost of these resources.

The combination of high capacity factors, grid options from transmission investment and market operations, improved supply chain, technological improvements and the extension of the renewable tax credits translates into low renewable energy costs for our customers.

As a result, we are able to invest in renewable generation, in which the capital costs are largely or completely offset by fuel savings.

This provides us the opportunity to lower the emission profile of our generation fleet, grow our renewable portfolio and provide significant fuel savings to our customers.

We call this our “Steel for Fuel” strategy.

We are transitioning how we produce, deliver and encourage the efficient use of energy through four primary mechanisms:

| | |

| --- | --- |

| • | Increasing the use of affordable renewable energy; |

| | |

| --- | --- |

| • | Offering energy efficiency programs for customers; |

| | |

| --- | --- |

See Item 7, incorporated by reference.

ABBREVIATIONS AND INDUSTRY TERMS

| | |

| --- | --- |

| | |

| Xcel Energy Inc.’s Subsidiaries and Affiliates (current and former) | |

| Capital Services | Capital Services, LLC |

| Eloigne | Eloigne Company |

| e prime | e prime inc. |

| NCE | New Century Energies, Inc. |

| NSP-Minnesota | Northern States Power Company, a Minnesota corporation |

| NSP System | The electric production and transmission system of NSP-Minnesota and NSP-Wisconsin operated on an integrated basis and managed by NSP-Minnesota |

| NSP-Wisconsin | Northern States Power Company, a Wisconsin corporation |

| Operating companies | NSP-Minnesota, NSP-Wisconsin, PSCo and SPS |

| PSCo | Public Service Company of Colorado |

| SPS | Southwestern Public Service Co. |

| Utility subsidiaries | NSP-Minnesota, NSP-Wisconsin, PSCo and SPS |

| WGI | WestGas InterState, Inc. |

| WYCO | WYCO Development, LLC |

| Xcel Energy | Xcel Energy Inc. and its subsidiaries |

| | |

| --- | --- |

| | |

| Federal and State Regulatory Agencies | |

| CPUC | Colorado Public Utilities Commission |

| D.C. Circuit | United States Court of Appeals for the District of Columbia Circuit |

| DOC | Minnesota Department of Commerce |

| DOE | United States Department of Energy |

| DOJ | Department of Justice |

| DOT | United States Department of Transportation |

| EPA | United States Environmental Protection Agency |

| FERC | Federal Energy Regulatory Commission |

| Fifth Circuit | United States Court of Appeals for the Fifth Circuit |

| IRS | Internal Revenue Service |

| Minnesota District Court | U.S. District Court for the District of Minnesota |

| MPSC | Michigan Public Service Commission |

| MPUC | Minnesota Public Utilities Commission |

| NDPSC | North Dakota Public Service Commission |

| NERC | North American Electric Reliability Corporation |

| Ninth Circuit | U.S. Court of Appeals for the Ninth Circuit |

| NMPRC | New Mexico Public Regulation Commission |

Xcel Energy is involved in various litigation matters that are being defended and handled in the ordinary course of business.

Assessment of whether a loss is probable or is a reasonable possibility, and whether a loss or a range of loss is estimable, often involves a series of complex judgments regarding future events.

Management maintains accruals for losses that are probable of being incurred and subject to reasonable estimation.

Management may be unable to estimate an amount or range of a reasonably possible loss in certain situations, including but not limited to, when (1) damages sought are indeterminate, (2) proceedings are in the early stages or (3) matters involve novel or unsettled legal theories.

In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.

See Note 12 to the consolidated financial statements, Item 1 and Item 7 for further information.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

| | |

| --- | --- |

| | |

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, 2019 or

| | |

| --- | --- |

| | |

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| |

| --- |

| |

| 001-3034 |

| (Commission File Number) |

| | | |

| --- | --- | --- |

| | | |

| Xcel Energy Inc. | | |

| (Exact name of registrant as specified in its charter) | | |

| | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Minnesota | | | | 41-0448030 |

| (State or Other Jurisdiction of Incorporation or Organization) | | | | (IRS Employer Identification No.) |

| | | | | |

| 414 Nicollet Mall | Minneapolis | Minnesota | | 55401 |

| (Address of Principal Executive Offices) | | | | (Zip Code) |

| | |

| --- | --- |

| | |

| 612 | 330-5500 |

| (Registrant’s Telephone Number, Including Area Code) | |

Securities registered pursuant to Section 12(b) of the Act:

10-K 1 xcel1231201810-k.htm 10-K


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

| | |

| --- | --- |

| | |

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, 2018

or

| | |

| --- | --- |

| | |

| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| | | |

| --- | --- | --- |

| | | |

| 001-3034 | | 41-0448030 |

| (Commission File Number) | | (I.R.S. Employer Identification No.) |

| | | |

| --- | --- | --- |

| | | |

| (Registrant, State of Incorporation or Organization, Address of Principal Executive Officers and Telephone Number) | | |

| Xcel Energy Inc. | | |

| (a Minnesota corporation) | | |

| 414 Nicollet Mall | | |

| Minneapolis, MN 55401 | | |

| 612-330-5500 | | |

Securities registered pursuant to Section 12(b) of the Act:

| | | |

| --- | --- | --- |

| | | |

| Title of each class | | Name of each exchange on which registered |

| Common Stock, $2.50 par value per share | | Nasdaq Stock Market LLC |

| Securities registered pursuant to section 12(g) of the Act: None | | |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes ¨ No

None.

Virtually all of the utility plant property of NSP-Minnesota, NSP-Wisconsin, SPS and PSCo is subject to the lien of their first mortgage bond indentures.

Electric Generating Stations:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| NSP-Minnesota Station, Location and Unit | | Fuel | | Installed | | MW (a) | | |

| Steam: | | | | | | | | |

| A.S. King-Bayport, MN, 1 Unit | | Coal | | 1968 | | 511 | | |

| Sherco-Becker, MN | | | | | | | | |

| Unit 1 | | Coal | | 1976 | | 680 | | |

| Unit 2 | | Coal | | 1977 | | 682 | | |

| Unit 3 | | Coal | | 1987 | | 517 | | (b) |

| Monticello, MN, 1 Unit | | Nuclear | | 1971 | | 617 | | |

| PI-Welch, MN | | | | | | | | |

| Unit 1 | | Nuclear | | 1973 | | 521 | | |

| Unit 2 | | Nuclear | | 1974 | | 519 | | |

| Various locations, 4 Units | | Wood/Refuse | | Various | | 36 | | (c) |

| Combustion Turbine: | | | | | | | | |

| Angus Anson-Sioux Falls, SD, 3 Units | | Natural Gas | | 1994 - 2005 | | 327 | | |

| Black Dog-Burnsville, MN, 3 Units | | Natural Gas | | 1987 - 2002 | | 494 | | (d) |

| Blue Lake-Shakopee, MN, 6 Units | | Natural Gas | | 1974 - 2005 | | 453 | | |

| High Bridge-St. Paul, MN, 3 Units | | Natural Gas | | 2008 | | 530 | | |

| Inver Hills-Inver Grove Heights, MN, 6 Units | | Natural Gas | | 1972 | | 282 | | |

| Riverside-Minneapolis, MN, 3 Units | | Natural Gas | | 2009 | | 454 | | |

| Various locations, 14 Units | | Natural Gas | | Various | | 67 | | |

| Wind: | | | | | | | | |

| Border-Rolette County, ND, 75 Units | | Wind | | 2015 | | 148 | | (e) |

| Courtenay Wind, ND, 100 Units | | Wind | | 2016 | | 195 | | (e) |

| Grand Meadow-Mower County, MN, 67 Units | | Wind | | 2008 | | 101 | | (e) |

| Nobles-Nobles County, MN., 134 Units | | Wind | | 2010 | | 200 | | (e) |

| Pleasant Valley-Mower County, MN, 100 Units | | Wind | | 2015 | | 196 | | (e) |

| | | | | Total | | 7,530 | | |

| | |

| --- | --- |

| (a) | Summer 2018 net dependable capacity. |

| | |

| --- | --- |

| (b) | Based on NSP-Minnesota’s ownership of 59%. |

| | |

| --- | --- |

None.

PART II

Stock Data

Xcel Energy Inc.’s common stock was listed on the New York Stock Exchange (NYSE) in 2017, but moved to the Nasdaq Global Select Market (Nasdaq) in 2018.

The trading symbol is XEL.

The number of common stockholders of record as of Dec.

31, 2018 was approximately 57,059.

See Item 7 for further information.

The following compares our cumulative TSR on common stock with the cumulative TSR of the EEI Investor-Owned Electrics Index and the Standard & Poor’s 500 Composite Stock Price Index over the last five years (assuming a $100 investment on Dec.

31, 2013, and the reinvestment of all dividends).

The EEI Investor-Owned Electrics Index (market capitalization-weighted) included 42 companies at year-end and is a broad measure of industry performance.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

Xcel Energy Inc., the EEI Investor-Owned Electrics and the Standard & Poor’s 500


| | |

| --- | --- |

| * | $100 invested on Dec. 31, 2013 in stock or index — including reinvestment of dividends. Fiscal years ended Dec. 31. |

Securities Authorized for Issuance Under Equity Compensation Plans

Information required under Item 5 — Securities Authorized for Issuance Under Equity Compensation Plans is contained in Xcel Energy Inc.’s Proxy Statement for its 2018 Annual Meeting of Shareholders, which is incorporated by reference.

Purchases of Equity Securities by Issuer and Affiliated Purchasers

For the quarter ended Dec.

31, 2018, no equity securities that are registered by Xcel Energy Inc. pursuant to Section 12 of the Securities Exchange Act of 1934 were purchased by or on behalf of us or any of our affiliated purchasers.

Selected financial data for Xcel Energy related to the five most recent years ended Dec.

31.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| (Millions of Dollars, Millions of Shares, Except Per Share Data) | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| Operating revenues | | $ | 11,537 | | | $ | 11,404 | | | $ | 11,107 | | | $ | 11,024 | | | $ | 11,686 | |

| Operating expenses (a) | | 9,572 | | | | 9,181 | | | | 8,867 | | | | 9,024 | | | | 9,738 | | |

| Net income | | 1,261 | | | | 1,148 | | | | 1,123 | | | | 984 | | | | 1,021 | | |

| Earnings available to common shareholders | | 1,261 | | | | 1,148 | | | | 1,123 | | | | 984 | | | | 1,021 | | |

| Diluted earnings per common share | | 2.47 | | | | 2.25 | | | | 2.21 | | | | 1.94 | | | | 2.03 | | |

| Financial information | | | | | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | 1.52 | | | | 1.44 | | | | 1.36 | | | | 1.28 | | | | 1.20 | | |

| Total assets (b) (c) | | 45,987 | | | | 43,030 | | | | 41,155 | | | | 38,821 | | | | 36,958 | | |

| Long-term debt (c) (d) | | 15,803 | | | | 14,520 | | | | 14,195 | | | | 12,399 | | | | 11,500 | | |

| | |

| --- | --- |

| (a) | As a result of adopting ASU No. 2017-07 (Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, Topic 715), $33 million and $26 million of pension costs were retrospectively reclassified from operating and maintenance expenses to other income, net on the consolidated statements of income for the years ended Dec. 31, 2017 and Dec. 31, 2016, respectively. |

| | |

| --- | --- |

| (b) | As a result of adopting ASU No. 2015-17 (Balance Sheet Classification of Deferred Taxes, Topic 740), $140 million of current deferred income taxes was retrospectively reclassified to long-term deferred income tax liabilities on the consolidated balance sheet as of Dec. 31, 2015. |

| | |

| --- | --- |

| (c) | As a result of adopting ASU No. 2015-03 (Simplifying the Presentation of Debt Issuance Costs, Subtopic 835-30), $92 million of deferred debt issuance costs was retrospectively reclassified from other non-current assets to long-term debt on the consolidated balance sheet as of Dec. 31, 2015. |

| | |

| --- | --- |

| (d) | Includes capital lease obligations. |

See Item 15-1 for an index of financial statements included herein.

See Note 15 to the consolidated financial statements for further information.

Management Report on Internal Controls Over Financial Reporting

The management of Xcel Energy Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.

Xcel Energy Inc.’s internal control system was designed to provide reasonable assurance to Xcel Energy Inc.’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Xcel Energy Inc. management assessed the effectiveness of Xcel Energy Inc.’s internal control over financial reporting as of Dec.

31, 2018.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessment, we believe that, as of Dec.

31, 2018, Xcel Energy Inc.’s internal control over financial reporting is effective at the reasonable assurance level based on those criteria.

Xcel Energy Inc.’s independent registered public accounting firm has issued an audit report on the Xcel Energy Inc.’s internal control over financial reporting.

Its report appears herein.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| /s/ BEN FOWKE | | | /s/ ROBERT C. FRENZEL | |

| Ben Fowke | | | Robert C. Frenzel | |

| Chairman, President and Chief Executive Officer | | | Executive Vice President, Chief Financial Officer | |

| Feb. 22, 2019 | | | Feb. 22, 2019 | |

| | | | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Xcel Energy Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Xcel Energy Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Controls over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

None.

Disclosure Controls and Procedures

Xcel Energy maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer and chief financial officer, allowing timely decisions regarding required disclosure.

As of Dec.

31, 2018, based on an evaluation carried out under the supervision and with the participation of Xcel Energy’s management, including the chief executive officer and chief financial officer, of the effectiveness of its disclosure controls and the procedures, the chief executive officer and chief financial officer have concluded that Xcel Energy’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

No change in Xcel Energy’s internal control over financial reporting has occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Xcel Energy’s internal control over financial reporting.

Xcel Energy maintains internal control over financial reporting to provide reasonable assurance regarding the reliability of the financial reporting.

Xcel Energy has evaluated and documented its controls in process activities, general computer activities, and on an entity-wide level.

During the year and in preparation for issuing its report for the year ended Dec.

31, 2018 on internal controls under section 404 of the Sarbanes-Oxley Act of 2002, Xcel Energy conducted testing and monitoring of its internal control over financial reporting.

Based on the control evaluation, testing and remediation performed, Xcel Energy did not identify any material control weaknesses, as defined under the standards and rules issued by the Public Company Accounting Oversight Board and as approved by the SEC and as indicated in Management Report on Internal Controls herein.

None.

PART III

Information required under this Item with respect to Directors and Corporate Governance is set forth in Xcel Energy Inc.’s Proxy Statement for its 2019 Annual Meeting of Shareholders, which is incorporated by reference.

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

Information required under this Item is set forth in Xcel Energy Inc.’s Proxy Statement for its 2019 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2019 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2019 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2019 Annual Meeting of Shareholders, which is incorporated by reference.

PART IV

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| 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](http://www.sec.gov/Archives/edgar/data/72903/000114036112026380/ex3_01.htm)* | [Amended and Restated Articles of Incorporation of Xcel Energy Inc.](http://www.sec.gov/Archives/edgar/data/72903/000114036112026380/ex3_01.htm) | Xcel Energy Inc Form 8-K dated May 16, 2012 | 001-03034 | 3.01 |

| [3.02](http://www.sec.gov/Archives/edgar/data/72903/000007290316000120/xcelex301.htm)* | [Bylaws of Xcel Energy Inc.](http://www.sec.gov/Archives/edgar/data/72903/000007290316000120/xcelex301.htm) | Xcel Energy Inc Form 8-K dated Feb. 17, 2016 | 001-03034 | 3.01 |

| [4.01](http://www.sec.gov/Archives/edgar/data/72903/000091205700054001/a2033453zex-4_01.htm)* | [Indenture dated Dec. 1, 2000 between Xcel Energy Inc. and Wells Fargo Bank Minnesota, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000091205700054001/a2033453zex-4_01.htm) | Xcel Energy Inc. Form 8-K dated Dec. 14, 2000 | 001-03034 | 4.01 |

| [4.02](http://www.sec.gov/Archives/edgar/data/72903/000110465906040554/a06-13440_1ex4d01.htm)* | [Supplemental Indenture No. 3 dated June 1, 2006 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000110465906040554/a06-13440_1ex4d01.htm) | Xcel Energy Inc. Form 8-K dated June 6, 2006 | 001-03034 | 4.01 |

| [4.03](http://www.sec.gov/Archives/edgar/data/72903/000110465908002978/a08-2044_1ex4d01.htm)* | [Junior Subordinated Indenture, dated as of Jan. 1, 2008, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000110465908002978/a08-2044_1ex4d01.htm) | Xcel Energy Inc. Form 8-K dated Jan. 16, 2008 | 001-03034 | 4.01 |

| [4.04](http://www.sec.gov/Archives/edgar/data/72903/000110465908002978/a08-2044_1ex4d03.htm)* | [Replacement Capital Covenant, dated Jan. 16, 2008](http://www.sec.gov/Archives/edgar/data/72903/000110465908002978/a08-2044_1ex4d03.htm) | Xcel Energy Inc. Form 8-K dated Jan. 16, 2008 | 001-03034 | 4.03 |

| [4.05*](http://www.sec.gov/Archives/edgar/data/72903/000110465910028115/a10-8227_4ex4d01.htm) | [Supplemental Indenture No. 5, dated as of May 1, 2010 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000110465910028115/a10-8227_4ex4d01.htm) | Xcel Energy Inc. Form 8-K dated May 10, 2010 | 001-03034 | 4.01 |

| [4.06](http://www.sec.gov/Archives/edgar/data/72903/000114036111045428/ex4_01.htm)* | [Supplemental Indenture No. 6, dated as of Sept. 1, 2011 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000114036111045428/ex4_01.htm) | Xcel Energy Inc. Form 8-K dated Sept. 12, 2011 | 001-03034 | 4.01 |

| [4.07](http://www.sec.gov/Archives/edgar/data/72903/000007290315000044/holdcoexhibit401june2015.htm)* | [Supplemental Indenture No. 8, dated as of June 1, 2015 between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000007290315000044/holdcoexhibit401june2015.htm) | Xcel Energy Inc. Form 8-K dated June 1, 2015 | 001-03034 | 4.01 |

| [4.08](http://www.sec.gov/Archives/edgar/data/72903/000007290316000126/exhibit402march2016.htm)* | [Supplemental Indenture No. 9, dated as of March 1, 2016, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000007290316000126/exhibit402march2016.htm) | Xcel Energy Inc. Form 8-K dated March 8, 2016 | 001-03034 | 4.02 |

| [4.09](http://www.sec.gov/Archives/edgar/data/72903/000007290316000175/exhibit401november2016.htm)* | [Supplemental Indenture No. 10, dated as of Dec. 1, 2016, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000007290316000175/exhibit401november2016.htm) | Xcel Energy Inc. Form 8-K dated Dec. 1, 2016 | 001-03034 | 4.01 |

| [4.10](http://www.sec.gov/Archives/edgar/data/72903/000007290318000028/exhibit401june2018.htm)* | [Supplemental Indenture No. 11, dated as of June 25, 2018, by and between Xcel Energy Inc. and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/72903/000007290318000028/exhibit401june2018.htm) | Xcel Energy Inc. Form 8-K dated June 25, 2018 | 001-03034 | 4.01 |

| [10.01](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_02.htm)* | [Xcel Energy Inc. Nonqualified Pension Plan (2009 Restatement)](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_02.htm) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.02 |

| [10.02](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_05.htm)*+ | [Xcel Energy Senior Executive Severance and Change-in-Control Policy (2009 Restatement)](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_05.htm) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.05 |

| [10.03](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_08.htm)*+ | [Xcel Energy Inc. Non-Employee Directors Deferred Compensation Plan as amended and restated Jan. 1, 2009](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_08.htm) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.08 |

| [10.04](http://www.sec.gov/Archives/edgar/data/72903/000091205700050606/a2031326zu5b.txt)*+ | [Form of Services Agreement between Xcel Energy Services Inc. and utility companies](http://www.sec.gov/Archives/edgar/data/72903/000091205700050606/a2031326zu5b.txt) | Xcel Energy Inc. Form U5B dated Nov. 16, 2000 | 001-03034 | H-1 |

| [10.05](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_17.htm)*+ | [Xcel Energy Inc. Supplemental Executive Retirement Plan as amended and restated Jan. 1, 2009](http://www.sec.gov/Archives/edgar/data/72903/000104746909002013/a2190946zex-10_17.htm) | Xcel Energy Inc. Form 10-K for the year ended Dec. 31, 2008 | 001-03034 | 10.17 |

| [10.06](http://www.sec.gov/Archives/edgar/data/72903/000110465909061541/a09-30440_1ex10d06.htm)*+ | [First Amendment to Exhibit 10.02 dated Aug. 26, 2009](http://www.sec.gov/Archives/edgar/data/72903/000110465909061541/a09-30440_1ex10d06.htm) | Xcel Energy Inc. Form 10-Q for the quarter ended Sept. 30, 2009 | 001-03034 | 10.06 |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | |

| --- | --- | --- |

| | | |

| | | XCEL ENERGY INC. |

| | | |

| Feb. 22, 2019 | By: | /s/ ROBERT C. FRENZEL |

| | | Robert C. Frenzel |

| | | Executive Vice President, Chief Financial Officer |

| | | (Principal Financial Officer) |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the date indicated above.

| | | | |

| --- | --- | --- | --- |

| | | | |

| | /s/ BEN FOWKE | | Chairman, President, Chief Executive Officer and Director |

| | Ben Fowke | | (Principal Executive Officer) |

| | | | |

| | /s/ ROBERT C. FRENZEL | | Executive Vice President, Chief Financial Officer |

| | Robert C. Frenzel | | (Principal Financial Officer) |

| | | | |

| | /s/ JEFFREY S. SAVAGE | | Senior Vice President, Controller |

| | Jeffrey S. Savage | | (Principal Accounting Officer) |

| | | | |

| * | | | Director |

| | Lynn Casey | | |

| | | | |

| * | | | Director |

| | Richard K. Davis | | |

| | | | |

| * | | | Director |

| | Richard T. O’Brien | | |

| | | | |

| * | | | Director |

| | David K. Owens | | |

| | | | |

| * | | | Director |

| | Christopher J. Policinski | | |

| | | | |