Xcel Energy (XEL) 10-K risk factor changes: FY2022 vs FY2021

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2021] [added: 2022] or

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting common stock held by non-affiliates of the Registrant was [removed: $35,463,594,471.][added: $38,692,119,433.]

[removed: 17, 2022,] [added: 16, 2023,] there were [removed: 544,213,730] [added: 549,847,034] shares of common stock outstanding, $2.50 par value.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1 — | | | [removed: [Business](#if5e11ff0b9434e3aa856aa5bfe35bc4b_13)] [added: [Business](#ifbb0ed18a5c2478eaf10ed13767bbe34_13)] | | | [removed: [3](#if5e11ff0b9434e3aa856aa5bfe35bc4b_13)] [added: [3](#ifbb0ed18a5c2478eaf10ed13767bbe34_13)] | | |

| Item 1A — | | | [Risk [removed: Factors](#if5e11ff0b9434e3aa856aa5bfe35bc4b_79)] [added: Factors](#ifbb0ed18a5c2478eaf10ed13767bbe34_76)] | | | [removed: [17](#if5e11ff0b9434e3aa856aa5bfe35bc4b_79)] [added: [17](#ifbb0ed18a5c2478eaf10ed13767bbe34_76)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#if5e11ff0b9434e3aa856aa5bfe35bc4b_82)] [added: Comments](#ifbb0ed18a5c2478eaf10ed13767bbe34_79)] | | | [removed: [23](#if5e11ff0b9434e3aa856aa5bfe35bc4b_82)] [added: [23](#ifbb0ed18a5c2478eaf10ed13767bbe34_79)] | | |

| Item 2 — | | | [removed: [Properties](#if5e11ff0b9434e3aa856aa5bfe35bc4b_85)] [added: [Properties](#ifbb0ed18a5c2478eaf10ed13767bbe34_82)] | | | [removed: [24](#if5e11ff0b9434e3aa856aa5bfe35bc4b_85)] [added: [24](#ifbb0ed18a5c2478eaf10ed13767bbe34_82)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#if5e11ff0b9434e3aa856aa5bfe35bc4b_88)] [added: Proceedings](#ifbb0ed18a5c2478eaf10ed13767bbe34_85)] | | | [removed: [25](#if5e11ff0b9434e3aa856aa5bfe35bc4b_88)] [added: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_85)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#if5e11ff0b9434e3aa856aa5bfe35bc4b_91)] [added: Disclosures](#ifbb0ed18a5c2478eaf10ed13767bbe34_88)] | | | [removed: [25](#if5e11ff0b9434e3aa856aa5bfe35bc4b_91)] [added: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_88)] | | |

| Item 5 — | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if5e11ff0b9434e3aa856aa5bfe35bc4b_97)] [added: Securities](#ifbb0ed18a5c2478eaf10ed13767bbe34_94)] | | | [removed: [25](#if5e11ff0b9434e3aa856aa5bfe35bc4b_97)] [added: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_94)] | | |

| Item 6 — | | | [removed: [\[Reserved\]](#if5e11ff0b9434e3aa856aa5bfe35bc4b_100)] [added: [\[Reserved\]](#ifbb0ed18a5c2478eaf10ed13767bbe34_97)] | | | [removed: [26](#if5e11ff0b9434e3aa856aa5bfe35bc4b_100)] [added: [26](#ifbb0ed18a5c2478eaf10ed13767bbe34_97)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if5e11ff0b9434e3aa856aa5bfe35bc4b_103)] [added: Operations](#ifbb0ed18a5c2478eaf10ed13767bbe34_100)] | | | [removed: [26](#if5e11ff0b9434e3aa856aa5bfe35bc4b_103)] [added: [26](#ifbb0ed18a5c2478eaf10ed13767bbe34_100)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if5e11ff0b9434e3aa856aa5bfe35bc4b_175)] [added: Risk](#ifbb0ed18a5c2478eaf10ed13767bbe34_175)] | | | [removed: [45](#if5e11ff0b9434e3aa856aa5bfe35bc4b_175)] [added: [44](#ifbb0ed18a5c2478eaf10ed13767bbe34_175)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#if5e11ff0b9434e3aa856aa5bfe35bc4b_178)] [added: Data](#ifbb0ed18a5c2478eaf10ed13767bbe34_178)] | | | [removed: [45](#if5e11ff0b9434e3aa856aa5bfe35bc4b_178)] [added: [44](#ifbb0ed18a5c2478eaf10ed13767bbe34_178)] | | |

| Item 9 — | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#if5e11ff0b9434e3aa856aa5bfe35bc4b_286)] [added: Disclosure](#ifbb0ed18a5c2478eaf10ed13767bbe34_286)] | | | [removed: [81](#if5e11ff0b9434e3aa856aa5bfe35bc4b_286)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_286)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#if5e11ff0b9434e3aa856aa5bfe35bc4b_289)] [added: Procedures](#ifbb0ed18a5c2478eaf10ed13767bbe34_289)] | | | [removed: [81](#if5e11ff0b9434e3aa856aa5bfe35bc4b_289)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_289)] | | |

| Item 9B — | | | [Other [removed: Information](#if5e11ff0b9434e3aa856aa5bfe35bc4b_292)] [added: Information](#ifbb0ed18a5c2478eaf10ed13767bbe34_292)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_292)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_292)] | | |

| Item 9C — | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if5e11ff0b9434e3aa856aa5bfe35bc4b_2740)] [added: Inspections](#ifbb0ed18a5c2478eaf10ed13767bbe34_295)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_2740)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_295)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#if5e11ff0b9434e3aa856aa5bfe35bc4b_298)] [added: Governance](#ifbb0ed18a5c2478eaf10ed13767bbe34_301)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_298)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_301)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#if5e11ff0b9434e3aa856aa5bfe35bc4b_301)] [added: Compensation](#ifbb0ed18a5c2478eaf10ed13767bbe34_304)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_301)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_304)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if5e11ff0b9434e3aa856aa5bfe35bc4b_304)] [added: Matters](#ifbb0ed18a5c2478eaf10ed13767bbe34_307)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_304)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_307)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if5e11ff0b9434e3aa856aa5bfe35bc4b_307)] [added: Independence](#ifbb0ed18a5c2478eaf10ed13767bbe34_310)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_307)] [added: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_310)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#if5e11ff0b9434e3aa856aa5bfe35bc4b_310)] [added: Services](#ifbb0ed18a5c2478eaf10ed13767bbe34_313)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_310)] [added: [80](#ifbb0ed18a5c2478eaf10ed13767bbe34_313)] | | |

| Item 15 — | | | [Exhibit and Financial Statement [removed: Schedules](#if5e11ff0b9434e3aa856aa5bfe35bc4b_316)] [added: Schedules](#ifbb0ed18a5c2478eaf10ed13767bbe34_319)] | | | [removed: [82](#if5e11ff0b9434e3aa856aa5bfe35bc4b_316)] [added: [80](#ifbb0ed18a5c2478eaf10ed13767bbe34_319)] | | |

| Item 16 — | | | [Form 10-K [removed: Summary](#if5e11ff0b9434e3aa856aa5bfe35bc4b_337)] [added: Summary](#ifbb0ed18a5c2478eaf10ed13767bbe34_340)] | | | [removed: [88](#if5e11ff0b9434e3aa856aa5bfe35bc4b_337)] [added: [86](#ifbb0ed18a5c2478eaf10ed13767bbe34_340)] | | |

*[Table of [removed: Contents](#if5e11ff0b9434e3aa856aa5bfe35bc4b_7)*][added: Contents](#ifbb0ed18a5c2478eaf10ed13767bbe34_7)*]

| ASC | | | [removed: FASB] [added: Financial] Accounting Standards [added: Board Accounting Standards] Codification | | |

Xcel Energy makes [removed: available, free of charge] [added: available] through its website, [added: free of charge,] its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.

Such forward-looking statements, including those relating to [removed: 2022] [added: 2023] EPS guidance, long-term EPS and dividend growth rate objectives, future sales, future expenses, future tax rates, future operating performance, estimated base capital expenditures and financing plans, projected capital additions and forecasted annual revenue requirements with respect to rider filings, expected rate increases to customers, expectations and intentions regarding regulatory proceedings, and expected impact on our results of operations, financial condition and cash flows of resettlement calculations and credit losses relating to certain energy transactions, as well as assumptions and other statements are intended to be identified in this document by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should,” “will,” “would” and similar expressions.

31, [removed: 2021] [added: 2022] (including risk factors listed from time to time by Xcel Energy Inc. in reports filed with the SEC, including “Risk Factors” in Item 1A of this Annual Report on Form [removed: 10-K hereto),] [added: 10-K),] could cause actual results to differ materially from management expectations as suggested by such forward-looking information: [removed: uncertainty around the impacts and duration of the COVID-19 pandemic, including potential workforce impacts resulting from vaccination requirements, quarantine policies or government restrictions, and sales volatility;] operational safety, including our nuclear generation facilities and other utility operations; successful long-term operational planning; commodity risks associated with energy markets and production; rising energy prices and fuel costs; qualified employee work force and third-party contractor factors; violations of our Codes of Conduct; [added: our] ability to recover [removed: costs; changes in regulation] [added: costs] and [added: our] subsidiaries’ ability to recover costs from customers; [added: changes in regulation;] reductions in our credit ratings and the cost of maintaining certain contractual relationships; general economic conditions, including [added: recessionary conditions,] inflation rates, monetary fluctuations, supply chain constraints and their impact on capital expenditures and/or the ability of Xcel Energy Inc. and its subsidiaries to obtain financing on favorable terms; availability or cost of capital; our customers’ and counterparties’ ability to pay their debts to us; assumptions and costs relating to funding our employee benefit plans and health care benefits; our subsidiaries’ ability to make dividend payments; tax laws; [added: uncertainty regarding epidemics, the duration and magnitude of business restrictions including shutdowns (domestically and globally), the potential impact on the workforce, including shortages of employees or third-party contractors due to quarantine policies, vaccination requirements or government restrictions, impacts on the transportation of goods and the generalized impact on the economy;] effects of geopolitical events, including war and acts of terrorism; cyber security threats and data security breaches; seasonal weather patterns; changes in environmental laws and regulations; climate change and other [removed: weather;] [added: weather events;] natural disaster and resource depletion, including compliance with any accompanying legislative and regulatory changes; costs of potential regulatory penalties; [removed: and] regulatory changes and/or limitations related to the use of natural gas as an energy [removed: source.][added: source; challenging labor market conditions and our ability to attract and retain a qualified workforce; and our ability to execute on our strategies or achieve expectations related to environmental, social and governance matters including as a result of evolving legal, regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon markets.]

[removed: Xcel Energy] [added: The Company] serves customers in eight [removed: mid-western and western] states, including portions of Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

Xcel Energy provides a comprehensive portfolio of energy-related products and services to approximately [removed: 3.7] [added: 3.8] million electric customers and 2.1 million natural gas customers through four utility subsidiaries (i.e., NSP-Minnesota, NSP-Wisconsin, PSCo and SPS).

[removed: Xcel Energy’s] [added: The Company’s] nonregulated subsidiaries include Eloigne, Capital Services, Venture Holdings and Nicollet Project Holdings.

[removed: ][added: ]

| [removed: Utility Subsidiaries’ Service] [added: Service] Territory | | | | | | | | | | | |

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| Electric customers | | | [removed: 3.7 million] | | | [removed: | | |] [added: 3.8 million] | | |

| Natural gas customers | | | [removed: 2.1 million] | | | [removed: | | |] [added: 2.1 million] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Signatures](#ifbb0ed18a5c2478eaf10ed13767bbe34_343) | | | | | | [87](#ifbb0ed18a5c2478eaf10ed13767bbe34_343) | | |

| MPCA | | | Minnesota Pollution Control Agency | | |

| SDPUC | | | South Dakota Public Utility Commission | | |

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| AMT | | | Alternative minimum tax | | |

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| CSPV | | | Crystalline Silicon Photovoltaic | | |

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| IRA | | | Inflation Reduction Act | | |

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| NOx | | | Nitrogen Oxides | | |

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| RFP | | | Request for proposal | | |

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| TCA | | | Transmission cost adjustment | | |

*[Table of Contents](#ifbb0ed18a5c2478eaf10ed13767bbe34_7)*

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| WACC | | | Weighted Average Cost of Capital | | |

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*[Table of Contents](#ifbb0ed18a5c2478eaf10ed13767bbe34_7)*

| Subsidiary / Affiliate | | | | | | Function | | |

| PSCo | | | | | | Electric & Gas | | |

| WGI | | | | | | Interstate gas pipeline | | |

| WYCO | | | | | | Gas storage and transportation | | |

| Other Subsidiaries | | | | | | See Note 1 to the consolidated financial statements for further information | | |

| Utility Subsidiary Overview | | | | | | | | |

We will deliver on this vision while offering a competitive total return to shareholders.

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☒ Yes

| [Signatures](#if5e11ff0b9434e3aa856aa5bfe35bc4b_340) | | | | | | [89](#if5e11ff0b9434e3aa856aa5bfe35bc4b_340) | | |

| MPSC | | | Michigan Public Service Commission | | |

| PSIA | | | Pipeline system integrity adjustment | | |

| TCR | | | Transmission cost recovery | | |

| CAGR | | | Corporate annual growth rate | | |

| COEO | | | Colorado Energy Office | | |

| COVID-19 | | | Novel coronavirus | | |

| CUB | | | Citizens Utility Board | | |

| CWA | | | Clean Water Act | | |

| ELG | | | Effluent limitations guidelines | | |

| ESG | | | Environmental, Social and Governance | | |

| EVs | | | Electric Vehicles | | |

| FASB | | | Financial Accounting Standards Board | | |

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

| IPCC | | | Intergovernmental Panel on Climate Change | | |

| NAAQS | | | National Ambient Air Quality Standard | | |

| OAG | | | Minnesota Office of the Attorney General | | |

| SMMPA | | | Southern Minnesota Municipal Power Agency | | |

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Sustainability is embedded in our strategy.

We are retiring coal plants, adding renewables, exploring new technologies and helping to electrify other sectors, while maintaining customer affordability and supporting our employees and communities.

We are the first U.S. energy provider to set aggressive goals for reducing GHG emissions across three large sectors of the economy: electricity, natural gas use in buildings and transportation.

Our sustainability commitments include:

(1)Includes owned and purchased electricity provided to customers.

(2)Spans natural gas supply, distribution and customer use; includes net-zero methane emissions on our natural gas system by 2030.

We demonstrate environmental, social and governance leadership by engaging with stakeholders and mitigating risk, while staying committed to our customers, employees and communities.

Rooted in a culture of compliance and ethical conduct, our decisions and actions are guided by our Code of Conduct and our four values:

| Connected | | | Committed | | | Safe | | | Trustworthy | | |

These values are reinforced by policies that govern safety practices, ethical standards and conduct, environmental performance, diversity and inclusion, political contributions, and other aspects of our business.

Resiliency and innovation also remain paramount to a successful transition, as does the economic vitality of our communities.

We also help attract and make investments to offset community economic impacts.

We consistently set aggressive goals and hold ourselves accountable to our customers, communities and investors, as well as, to our own values.

Results from owned generation except for water, which includes owned and purchased power.

*Coal ash reduction is as of 2020.

Since year-end 2020, we have completed four wind farms, adding ~800 MW (includes the Dakota Range project which went in service in January 2022) of owned wind to our system that provides significant environmental benefits and cost savings for our customers.

By 2030, we project that approximately 80% of our energy will come from carbon-free resources.