Xcel Energy (XEL) 10-K risk factor changes: FY2023 vs FY2022

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2022] [added: 2023] or

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting common stock held by non-affiliates of the Registrant was [removed: $38,692,119,433.][added: $34,278,999,603.]

[removed: 16, 2023,] [added: 15, 2024,] there were [removed: 549,847,034] [added: 555,155,770] shares of common stock outstanding, $2.50 par value.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1 — | | | [removed: [Business](#ifbb0ed18a5c2478eaf10ed13767bbe34_13)] [added: [Business](#i2c0e5dc7974f4de5af9d6b683f39b7c1_13)] | | | [removed: [3](#ifbb0ed18a5c2478eaf10ed13767bbe34_13)] [added: [3](#i2c0e5dc7974f4de5af9d6b683f39b7c1_13)] | | |

| Item 1A — | | | [Risk [removed: Factors](#ifbb0ed18a5c2478eaf10ed13767bbe34_76)] [added: Factors](#i2c0e5dc7974f4de5af9d6b683f39b7c1_73)] | | | [removed: [17](#ifbb0ed18a5c2478eaf10ed13767bbe34_76)] [added: [16](#i2c0e5dc7974f4de5af9d6b683f39b7c1_73)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#ifbb0ed18a5c2478eaf10ed13767bbe34_79)] [added: Comments](#i2c0e5dc7974f4de5af9d6b683f39b7c1_76)] | | | [removed: [23](#ifbb0ed18a5c2478eaf10ed13767bbe34_79)] [added: [22](#i2c0e5dc7974f4de5af9d6b683f39b7c1_76)] | | |

| Item 2 — | | | [removed: [Properties](#ifbb0ed18a5c2478eaf10ed13767bbe34_82)] [added: [Properties](#i2c0e5dc7974f4de5af9d6b683f39b7c1_79)] | | | [removed: [24](#ifbb0ed18a5c2478eaf10ed13767bbe34_82)] [added: [24](#i2c0e5dc7974f4de5af9d6b683f39b7c1_79)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#ifbb0ed18a5c2478eaf10ed13767bbe34_85)] [added: Proceedings](#i2c0e5dc7974f4de5af9d6b683f39b7c1_82)] | | | [removed: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_85)] [added: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_82)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#ifbb0ed18a5c2478eaf10ed13767bbe34_88)] [added: Disclosures](#i2c0e5dc7974f4de5af9d6b683f39b7c1_85)] | | | [removed: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_88)] [added: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_85)] | | |

| Item 5 — | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifbb0ed18a5c2478eaf10ed13767bbe34_94)] [added: Securities](#i2c0e5dc7974f4de5af9d6b683f39b7c1_91)] | | | [removed: [25](#ifbb0ed18a5c2478eaf10ed13767bbe34_94)] [added: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_91)] | | |

| Item 6 — | | | [removed: [\[Reserved\]](#ifbb0ed18a5c2478eaf10ed13767bbe34_97)] [added: [\[Reserved\]](#i2c0e5dc7974f4de5af9d6b683f39b7c1_94)] | | | [removed: [26](#ifbb0ed18a5c2478eaf10ed13767bbe34_97)] [added: [26](#i2c0e5dc7974f4de5af9d6b683f39b7c1_94)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifbb0ed18a5c2478eaf10ed13767bbe34_100)] [added: Operations](#i2c0e5dc7974f4de5af9d6b683f39b7c1_97)] | | | [removed: [26](#ifbb0ed18a5c2478eaf10ed13767bbe34_100)] [added: [26](#i2c0e5dc7974f4de5af9d6b683f39b7c1_97)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifbb0ed18a5c2478eaf10ed13767bbe34_175)] [added: Risk](#i2c0e5dc7974f4de5af9d6b683f39b7c1_169)] | | | [removed: [44](#ifbb0ed18a5c2478eaf10ed13767bbe34_175)] [added: [43](#i2c0e5dc7974f4de5af9d6b683f39b7c1_169)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#ifbb0ed18a5c2478eaf10ed13767bbe34_178)] [added: Data](#i2c0e5dc7974f4de5af9d6b683f39b7c1_172)] | | | [removed: [44](#ifbb0ed18a5c2478eaf10ed13767bbe34_178)] [added: [43](#i2c0e5dc7974f4de5af9d6b683f39b7c1_172)] | | |

| Item 9 — | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ifbb0ed18a5c2478eaf10ed13767bbe34_286)] [added: Disclosure](#i2c0e5dc7974f4de5af9d6b683f39b7c1_277)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_286)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_277)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#ifbb0ed18a5c2478eaf10ed13767bbe34_289)] [added: Procedures](#i2c0e5dc7974f4de5af9d6b683f39b7c1_280)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_289)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_280)] | | |

| Item 9B — | | | [Other [removed: Information](#ifbb0ed18a5c2478eaf10ed13767bbe34_292)] [added: Information](#i2c0e5dc7974f4de5af9d6b683f39b7c1_283)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_292)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_283)] | | |

| Item 9C — | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifbb0ed18a5c2478eaf10ed13767bbe34_295)] [added: Inspections](#i2c0e5dc7974f4de5af9d6b683f39b7c1_286)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_295)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_286)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#ifbb0ed18a5c2478eaf10ed13767bbe34_301)] [added: Governance](#i2c0e5dc7974f4de5af9d6b683f39b7c1_292)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_301)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_292)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#ifbb0ed18a5c2478eaf10ed13767bbe34_304)] [added: Compensation](#i2c0e5dc7974f4de5af9d6b683f39b7c1_295)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_304)] [added: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_295)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ifbb0ed18a5c2478eaf10ed13767bbe34_307)] [added: Matters](#i2c0e5dc7974f4de5af9d6b683f39b7c1_298)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_307)] [added: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_298)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ifbb0ed18a5c2478eaf10ed13767bbe34_310)] [added: Independence](#i2c0e5dc7974f4de5af9d6b683f39b7c1_301)] | | | [removed: [79](#ifbb0ed18a5c2478eaf10ed13767bbe34_310)] [added: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_301)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#ifbb0ed18a5c2478eaf10ed13767bbe34_313)] [added: Services](#i2c0e5dc7974f4de5af9d6b683f39b7c1_304)] | | | [removed: [80](#ifbb0ed18a5c2478eaf10ed13767bbe34_313)] [added: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_304)] | | |

| Item 15 — | | | [Exhibit and Financial Statement [removed: Schedules](#ifbb0ed18a5c2478eaf10ed13767bbe34_319)] [added: Schedules](#i2c0e5dc7974f4de5af9d6b683f39b7c1_310)] | | | [removed: [80](#ifbb0ed18a5c2478eaf10ed13767bbe34_319)] [added: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_310)] | | |

| Item 16 — | | | [Form 10-K [removed: Summary](#ifbb0ed18a5c2478eaf10ed13767bbe34_340)] [added: Summary](#i2c0e5dc7974f4de5af9d6b683f39b7c1_331)] | | | [removed: [86](#ifbb0ed18a5c2478eaf10ed13767bbe34_340)] [added: [89](#i2c0e5dc7974f4de5af9d6b683f39b7c1_331)] | | |

*[Table of [removed: Contents](#ifbb0ed18a5c2478eaf10ed13767bbe34_7)*][added: Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*]

| PPA | | | [removed: Purchased power] [added: Power purchase] agreement | | |

Such forward-looking statements, including those relating to [removed: 2023] [added: 2024] 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: 2022] [added: 2023] (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 10-K), could cause actual results to differ materially from management expectations as suggested by such forward-looking information: 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 [removed: work force] [added: workforce] and third-party contractor factors; violations of our Codes of Conduct; our ability to recover costs and our subsidiaries’ ability to recover costs from customers; changes in regulation; reductions in our credit ratings and the cost of maintaining certain contractual relationships; general economic conditions, including 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; 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; [removed: cyber security] [added: cybersecurity] threats and data security breaches; seasonal weather patterns; changes in environmental laws and regulations; climate change and other weather events; natural disaster and resource depletion, including compliance with any accompanying legislative and regulatory changes; costs of potential regulatory [removed: penalties;] [added: penalties and wildfire damages in excess of liability insurance coverage;] regulatory changes and/or limitations related to the use of natural gas as an energy 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.

Xcel Energy provides a comprehensive portfolio of energy-related products and services to approximately 3.8 million electric customers and [removed: 2.1] [added: 2.2] million natural gas customers through four utility subsidiaries (i.e., NSP-Minnesota, NSP-Wisconsin, PSCo and SPS).

[removed: ][added: ]

| Other Subsidiaries | | | | | | See Note 1 to the consolidated financial statements for further [removed: information] [added: information.] | | |

| Natural gas customers | | | | | | [removed: 2.1] [added: 2.2] million | | |

| Total assets | | | | | | [removed: $61.1] [added: $64] billion | | |

| Electric generating capacity | | | | | | [removed: 20,897] [added: 20,935] MW | | |

| Electric transmission lines (conductor miles) | | | | | | [removed: 110,000] [added: 111,000] miles | | |

| Electric distribution lines (conductor miles) | | | [added: 84,000 miles] | | | [removed: 213,000 miles] | | | [added: | | | | | | | | |]

[removed: ][added: ]

| Item 1C — | | | [Cybersecurity](#i2c0e5dc7974f4de5af9d6b683f39b7c1_2692) | | | [23](#i2c0e5dc7974f4de5af9d6b683f39b7c1_2692) | | |

| [Signatures](#i2c0e5dc7974f4de5af9d6b683f39b7c1_334) | | | | | | [90](#i2c0e5dc7974f4de5af9d6b683f39b7c1_334) | | |

| Nicollet Project Holdings | | | Nicollet Project Holdings, LLC | | |

| ERCOT | | | Electric Reliability Council of Texas | | |

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

| AMI | | | Advanced metering infrastructure | | |

| ARRR | | | Application for Rehearing, Reargument, or Reconsideration | | |

| CCN | | | Certificates of Convenience and Necessity | | |

| IRP | | | Integrated Resource Plan | | |

| JTIQ | | | Joint Target Interconnection Queue | | |

| ONES | | | Operations, Nuclear, Environmental and Safety | | |

| PIM | | | Performance Incentive Mechanism | | |

| RDF | | | Refuse-derived fuel | | |

*[Table of Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*

| | | | | | |

*[Table of Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*

*[Table of Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*

*Companywide goal; work also underway to meet state clean energy goals in our service area.

Xcel Energy’s operating footprint includes some of the best wind and solar resources in the country, providing for higher capacity factors and lower operating costs.

Our “Steel for Fuel” strategy reduces costs for our customers by taking advantage of these higher capacity factors along with savings provided by renewable tax credits and avoided fuel costs that mitigate higher cost fossil generation.

At the same time, our Steel for Fuel strategy has saved customers nearly $4 billion since 2017.

In Colorado, we anticipate adding an additional 1,850 MW of wind, 1,700 MW of solar, 1,850 MW of storage and 650 MW of gas generation to ensure reliability on our system by 2028.

In Minnesota, we have approvals for more than 700 MW of new solar at our Sherco facility, making it one of the largest solar facilities in the country.

In 2024, we filed our NSP Resource Plan, which proposes adding 3,600 MW of new wind and solar, 600 MW of battery storage and 2,200 MW of dispatchable resources by 2030, pending Commission approval.

In SPS, we filed for approval of 400 MW of solar generation, a 200 MW PPA and a broader system IRP, which could include between 5,000 to 10,000 MW of new generation by 2030.

*[Table of Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*

Significant investment in our transmission and distribution systems is essential to ensure resiliency and reliability for customers through the clean energy transition.

We have nearly $12 billion in our 2024 - 2028 capital plan focused specifically on this, including our $1.7 billion Pathway project in Colorado, and additional investments to further support our recently approved Colorado resource portfolio.

We anticipate MISO Tranche 2 awards in 2024.

In 2023, we filed our Clean Heat Plan in Colorado and Natural Gas Innovation Plan in Minnesota, which provide a framework for this transition.

We are also helping reduce carbon emissions in other sectors, including transportation.

In 2023, the Department of Energy announced awards of nearly $1.5 billion to support multiple Xcel Energy affiliated projects.

The Heartland Hydrogen Hub, which includes multiple projects from Xcel Energy and others in the Upper Midwest, received an award of up to $925 million by the DOE.

This funding will serve as a catalyst for a clean hydrogen ecosystem in the region.

The DOE also awarded Xcel Energy up to $70 million to support our two 10-MW, 100-hour battery pilots with Form Energy.

Combined with grants committed by Breakthrough Energy Catalyst, we have secured up to $90 million to support these long duration energy storage pilots, a critical asset class to ensure cost effective reliability in a high-renewable grid.

Xcel Energy was selected as part of two different awards from the DOE’s Grid Resilience and Innovation Partnership program.

The DOE awarded Xcel Energy $100 million to support projects to mitigate the threat of wildfires and ensure resiliency of the grid through extreme weather.

Xcel Energy was also party to GRIP’s $464 million grant to expand transmission as part of the MISO and SPP program to fund high-voltage transmission to improve inter-regional transfer capability, reliability and resolve grid constraints.

Xcel Energy actively engages in wildfire mitigation activities across our operating territories.

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

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

| TCEQ | | | Texas Commission on Environmental Quality | | |

| AMT | | | Alternative minimum tax | | |

| IRA | | | Inflation Reduction Act | | |

| MEC | | | Mankato Energy Center | | |

| NOPR | | | Notice of proposed rulemaking | | |

| SO2 | | | Sulfur dioxide | | |

| TCA | | | Transmission cost adjustment | | |

| TO | | | Transmission owner | | |

Current ratings are consistent with this goal.

Goal includes owned and purchased power.

Xcel Energy will be coal-free by year-end 2030, pending the approval of the proposed acceleration of the Tolk coal plant retirement to 2028.

As we transition to clean energy, service reliability is a priority.

Xcel Energy was ranked in the top quartile for customer reliability as determined in the 2022 Institute of Electrical and Electronics Engineers Annual Benchmarking Study.

Our fleet continues to demonstrate high wind availability with 2022 performance at approximately 97%, while saving customers over $3 billion in fuel related costs and PTCs since 2017.In 2022, Minnesota and Colorado commissions approved resource plans that will add nearly 10,000 MW of utility-scale renewable energy to our systems.

Notable environmental improvements include:

Significant transmission expansion will also be required to enable the clean energy transition, and Xcel Energy is already investing towards its goals.

For example, our $2 billion Pathway project in Colorado will provide over 560 miles of transmission lines and enable nearly 5,500 MW of new renewable energy.

In addition to transitioning our own generation fleet, we are helping to decarbonize other sectors, starting with transportation.

We have launched new products and services across our service territories.

Passage of the IRA is expected to reduce the cost of renewables for our customers, improve the competitiveness of our renewable projects and improve liquidity and credit metrics.

The IRA is expected to reduce the cost of future wind projects by 50-60% and solar projects by 25-40% (levelized cost of energy basis).

The IRA also lowers the costs of hydrogen production that could be used for generation and the natural gas system.

Finally, the IRA is likely to provide customers additional benefits from PTCs for the generation of electricity from our nuclear fleet.

New and emerging technologies are foundational to fulfilling our strategic priorities.

Advancement of economical, resilient and reliable zero-carbon 24/7 power technologies, as well as advanced storage and new low-carbon fuels, are needed to deliver on our clean energy goals by 2050.

We actively monitor and participate in emerging and advanced energy technologies through collaborations with researchers, technology developers, venture investors and others in our industry.

We have several initiatives, pilots and demonstration projects underway that are advancing and testing the real-world applications of cutting-edge technologies.

Our recently announced partnership with Form Energy to develop two 10 MW, 100-hour energy storage pilot projects is an example.

Residential gas bills were near flat, growing 0.3% per year from 2013 - 2021.

Global pressures on natural gas prices increased customer natural gas bills in 2022.

We pass the cost of natural gas directly to customers (without markup) through fuel clauses in most of our states, and higher gas prices affected the affordability of the service we provide.

We have taken several steps to address this concern:

- Low-income customers are eligible to receive assistance with their bills.

In 2022, we set a company record for energy assistance outreach as 193,000 customers were connected to programs that provided $216 million in funding.

- Xcel Energy has invested more than $2 billion over the past decade in a comprehensive suite of electric and natural gas conservation programs.

- We also kept O&M expenses flat from 2014 through 2021.

While O&M increased in 2022 due to global inflation pressures and other drivers, our goal is to reduce 2023 O&M expenses 2% from 2022 levels and keep them relatively flat thereafter.

- We continue to invest to reduce operating costs through ongoing process and technology improvements, including the use of drone technologies, automated work processes, artificial intelligence and continuous improvement methodologies.