Xcel Energy (XEL) 10-K risk factor changes: FY2024 vs FY2023

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2023] [added: 2024] or

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting common stock held by non-affiliates of the Registrant was [removed: $34,278,999,603.][added: $29,767,371,894.]

[removed: As of] [added: |] Feb. [added: 27, 2025 | | | | | | | | | Feb. 27, 2025 | | | | | |]

[removed: 15, 2024,] [added: 20, 2025,] there were [removed: 555,155,770] [added: 574,552,694] shares of common stock outstanding, $2.50 par value.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1 — | | | [removed: [Business](#i2c0e5dc7974f4de5af9d6b683f39b7c1_13)] [added: [Business](#i5f3ad5678da04c7eb788556e6ead015e_13)] | | | [removed: [3](#i2c0e5dc7974f4de5af9d6b683f39b7c1_13)] [added: [3](#i5f3ad5678da04c7eb788556e6ead015e_13)] | | |

| Item 1A — | | | [Risk [removed: Factors](#i2c0e5dc7974f4de5af9d6b683f39b7c1_73)] [added: Factors](#i5f3ad5678da04c7eb788556e6ead015e_73)] | | | [removed: [16](#i2c0e5dc7974f4de5af9d6b683f39b7c1_73)] [added: [15](#i5f3ad5678da04c7eb788556e6ead015e_73)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#i2c0e5dc7974f4de5af9d6b683f39b7c1_76)] [added: Comments](#i5f3ad5678da04c7eb788556e6ead015e_76)] | | | [removed: [22](#i2c0e5dc7974f4de5af9d6b683f39b7c1_76)] [added: [22](#i5f3ad5678da04c7eb788556e6ead015e_76)] | | |

| Item 1C — | | | [removed: [Cybersecurity](#i2c0e5dc7974f4de5af9d6b683f39b7c1_2692)] [added: [Cybersecurity](#i5f3ad5678da04c7eb788556e6ead015e_79)] | | | [removed: [23](#i2c0e5dc7974f4de5af9d6b683f39b7c1_2692)] [added: [22](#i5f3ad5678da04c7eb788556e6ead015e_79)] | | |

| Item 2 — | | | [removed: [Properties](#i2c0e5dc7974f4de5af9d6b683f39b7c1_79)] [added: [Properties](#i5f3ad5678da04c7eb788556e6ead015e_82)] | | | [removed: [24](#i2c0e5dc7974f4de5af9d6b683f39b7c1_79)] [added: [23](#i5f3ad5678da04c7eb788556e6ead015e_82)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#i2c0e5dc7974f4de5af9d6b683f39b7c1_82)] [added: Proceedings](#i5f3ad5678da04c7eb788556e6ead015e_85)] | | | [removed: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_82)] [added: [24](#i5f3ad5678da04c7eb788556e6ead015e_85)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#i2c0e5dc7974f4de5af9d6b683f39b7c1_85)] [added: Disclosures](#i5f3ad5678da04c7eb788556e6ead015e_88)] | | | [removed: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_85)] [added: [24](#i5f3ad5678da04c7eb788556e6ead015e_88)] | | |

| Item 5 — | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2c0e5dc7974f4de5af9d6b683f39b7c1_91)] [added: Securities](#i5f3ad5678da04c7eb788556e6ead015e_94)] | | | [removed: [25](#i2c0e5dc7974f4de5af9d6b683f39b7c1_91)] [added: [24](#i5f3ad5678da04c7eb788556e6ead015e_94)] | | |

| Item 6 — | | | [removed: [\[Reserved\]](#i2c0e5dc7974f4de5af9d6b683f39b7c1_94)] [added: [\[Reserved\]](#i5f3ad5678da04c7eb788556e6ead015e_97)] | | | [removed: [26](#i2c0e5dc7974f4de5af9d6b683f39b7c1_94)] [added: [25](#i5f3ad5678da04c7eb788556e6ead015e_97)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2c0e5dc7974f4de5af9d6b683f39b7c1_97)] [added: Operations](#i5f3ad5678da04c7eb788556e6ead015e_100)] | | | [removed: [26](#i2c0e5dc7974f4de5af9d6b683f39b7c1_97)] [added: [25](#i5f3ad5678da04c7eb788556e6ead015e_100)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2c0e5dc7974f4de5af9d6b683f39b7c1_169)] [added: Risk](#i5f3ad5678da04c7eb788556e6ead015e_175)] | | | [removed: [43](#i2c0e5dc7974f4de5af9d6b683f39b7c1_169)] [added: [43](#i5f3ad5678da04c7eb788556e6ead015e_175)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#i2c0e5dc7974f4de5af9d6b683f39b7c1_172)] [added: Data](#i5f3ad5678da04c7eb788556e6ead015e_178)] | | | [removed: [43](#i2c0e5dc7974f4de5af9d6b683f39b7c1_172)] [added: [43](#i5f3ad5678da04c7eb788556e6ead015e_178)] | | |

| Item 9 — | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i2c0e5dc7974f4de5af9d6b683f39b7c1_277)] [added: Disclosure](#i5f3ad5678da04c7eb788556e6ead015e_286)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_277)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_286)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#i2c0e5dc7974f4de5af9d6b683f39b7c1_280)] [added: Procedures](#i5f3ad5678da04c7eb788556e6ead015e_289)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_280)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_289)] | | |

| Item 9B — | | | [Other [removed: Information](#i2c0e5dc7974f4de5af9d6b683f39b7c1_283)] [added: Information](#i5f3ad5678da04c7eb788556e6ead015e_292)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_283)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_292)] | | |

| Item 9C — | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2c0e5dc7974f4de5af9d6b683f39b7c1_286)] [added: Inspections](#i5f3ad5678da04c7eb788556e6ead015e_295)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_286)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_295)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2c0e5dc7974f4de5af9d6b683f39b7c1_292)] [added: Governance](#i5f3ad5678da04c7eb788556e6ead015e_301)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_292)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_301)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#i2c0e5dc7974f4de5af9d6b683f39b7c1_295)] [added: Compensation](#i5f3ad5678da04c7eb788556e6ead015e_304)] | | | [removed: [81](#i2c0e5dc7974f4de5af9d6b683f39b7c1_295)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_304)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2c0e5dc7974f4de5af9d6b683f39b7c1_298)] [added: Matters](#i5f3ad5678da04c7eb788556e6ead015e_307)] | | | [removed: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_298)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_307)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2c0e5dc7974f4de5af9d6b683f39b7c1_301)] [added: Independence](#i5f3ad5678da04c7eb788556e6ead015e_310)] | | | [removed: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_301)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_310)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#i2c0e5dc7974f4de5af9d6b683f39b7c1_304)] [added: Services](#i5f3ad5678da04c7eb788556e6ead015e_313)] | | | [removed: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_304)] [added: [83](#i5f3ad5678da04c7eb788556e6ead015e_313)] | | |

| Item 15 — | | | [removed: [Exhibit and] [added: [Exhibit](#i5f3ad5678da04c7eb788556e6ead015e_319)[s](#i5f3ad5678da04c7eb788556e6ead015e_319) [and] Financial Statement [removed: Schedules](#i2c0e5dc7974f4de5af9d6b683f39b7c1_310)] [added: Schedules](#i5f3ad5678da04c7eb788556e6ead015e_319)] | | | [removed: [82](#i2c0e5dc7974f4de5af9d6b683f39b7c1_310)] [added: [84](#i5f3ad5678da04c7eb788556e6ead015e_319)] | | |

| Item 16 — | | | [Form 10-K [removed: Summary](#i2c0e5dc7974f4de5af9d6b683f39b7c1_331)] [added: Summary](#i5f3ad5678da04c7eb788556e6ead015e_340)] | | | [removed: [89](#i2c0e5dc7974f4de5af9d6b683f39b7c1_331)] [added: [91](#i5f3ad5678da04c7eb788556e6ead015e_340)] | | |

*[Table of [removed: Contents](#i2c0e5dc7974f4de5af9d6b683f39b7c1_7)*][added: Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*]

| [removed: Operating companies] | | | [removed: NSP-Minnesota, NSP-Wisconsin, PSCo and SPS] | | | [added: NSP-Minnesota | | | | | | PSCo | | | | | | SPS | | | | | | NSP-Wisconsin | | | | | | Xcel Energy | | |]

| [removed: ECA] [added: Electric commodity] | | | [removed: Retail electric commodity adjustment] | | | [added: $ | — | | | | | $ | 44 | |]

| ARRR | | | Application for [removed: Rehearing, Reargument,] [added: rehearing, reargument] or [removed: Reconsideration] [added: reconsideration] | | |

Such forward-looking statements, including those relating to [removed: 2024] [added: 2025] 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, [added: expected pension contributions] and expected impact on our results of operations, financial condition and cash flows of [removed: resettlement calculations and] [added: interest rate changes, increased] credit [removed: losses relating to certain energy transactions,] [added: exposure, and legal proceeding outcomes,] 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: 2023] [added: 2024] (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 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 [removed: 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;] [added: epidemics;] effects of geopolitical events, including war and acts of terrorism; 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 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 [removed: 3.8] [added: 3.9] million electric customers and 2.2 million natural gas customers through four utility subsidiaries [removed: (i.e., NSP-Minnesota,] [added: (NSP-Minnesota,] NSP-Wisconsin, PSCo and SPS).

[removed: ][added: ]

| Electric customers | | | | | | [removed: 3.8] [added: 3.9] million | | |

| Total assets | | | | | | [removed: $64] [added: $70] billion | | |

| Electric generating capacity [added: (owned)] | | | | | | [removed: 20,935] [added: 20,426] MW | | |


| [Signatures](#i5f3ad5678da04c7eb788556e6ead015e_343) | | | | | | [92](#i5f3ad5678da04c7eb788556e6ead015e_343) | | |

| FASB | | | Financial accounting standards board | | |

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

| NIST | | | National Institute of Standards and Technology | | |

| ADIT | | | Accumulated deferred income taxes | | |

| ASU | | | Accounting standards update | | |

| CERCLA | | | Comprehensive Environmental Response, Compensation, and Liability Act | | |

| CO2 | | | Carbon dioxide | | |

| CORE | | | CORE Electric Cooperative | | |

| CPCN | | | Certificate of public convenience and necessity | | |

| | | | | | |

| | | | | | |

| IRA | | | Inflation Reduction Act | | |

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| PSPS | | | Public safety power shutoff | | |

*[Table of Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*

| | | | | | |

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

| SRP | | | System resiliency plan | | |

| WMP | | | Wildfire mitigation plan | | |

| | | | | | |

*[Table of Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*

Our mission is to make energy work better for our customers, helping them thrive every day.

| OUR CUSTOMERS | | | OUR PEOPLE | | | OUR PERFORMANCE | | |

| Enhance their experience with Xcel Energy and keep their bills as low as possible | | | Provide a rewarding employee experience, with development, engagement and growth | | | Deliver excellent operational, financial and clean energy performance | | |

*[Table of Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*

OUR CUSTOMERS

Since 2020, our lean operating program has generated nearly $500 million of sustainable savings for our customers, while improving operating outcomes and reducing enterprise risk.

In turn, we delivered our electric and natural gas products in 2024 at a price that is lower than it was ten years ago on an inflation adjusted basis.

Since 2014, our average residential electric bill growth has been 1.7% per year and natural gas bills have declined 0.6% per year on a nominal basis.

Nearly 59% of our supply chain spend was local.

OUR PEOPLE

We aim to create an inclusive work culture where employees are empowered to create innovative solutions, where everyone is respected and there is a collective sense of belonging.

We are building a workforce that reflects the broad range of backgrounds, experiences and perspectives within our communities and among our customers.

*[Table of Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*

OUR PERFORMANCE

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

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

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

| GUIC | | | Gas utility infrastructure cost rider | | |

| AMI | | | Advanced metering infrastructure | | |

| BART | | | Best available retrofit technology | | |

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

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

| EIP | | | Energy Impact Partners | | |

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

| OATT | | | Open Access Transmission Tariff | | |

| PI | | | Prairie Island nuclear generating plant | | |

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

Our mission is to provide our customers with safe, clean, reliable energy services they want and value at a competitive price.

| LEAD THE CLEAN ENERGY TRANSITION | | | ENHANCE THE CUSTOMER EXPERIENCE | | | KEEP BILLS LOW | | |

Over the past five years, ongoing earnings per share have grown annually by 6.3% and our dividend per share by 6.5% annually.

Xcel Energy works to maintain senior secured debt credit ratings in the A range and senior unsecured debt credit ratings in the BBB+ to A range.

Xcel Energy manages the risk of climate change and has worked to meet the increasing demand for cleaner energy for over 20 years.

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

Spans natural gas supply, delivery and customer use.

*Includes Xcel Energy fleet; zero-carbon fuel is carbon free electricity or other clean energy.

Xcel Energy was the first U.S. utility to establish a carbon-free vision, targeting 100% carbon-free electricity by 2050 with an interim goal to reduce carbon emissions 80% by 2030 (from 2005 levels), including owned and purchased power.

A lead author for the Intergovernmental Panel on Climate Change (IPCC) confirmed that our vision aligns with science-based scenarios likely to limit global warming to 1.5 degrees Celsius from pre-industrial levels, in alignment with the Paris Climate Accords.

The pace of achieving a carbon-free vision is also governed by reliability and customer affordability.

Our approved resource plans outline a clear, transparent path for reducing carbon emissions by 80% using current technologies, while maintaining customer bill increases at or below the rate of inflation.

Moving from 80% carbon reduction to 100% carbon-free electricity will require new, dispatchable technologies that are economically viable, as well as supportive public policy.

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.

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.

Beyond carbon, we have significantly reduced other emissions and environmental impacts, including:

*Reductions in water consumption are from owned and purchased electricity that serves our customers.

All other reductions are from owned generating plants.

Coal ash and water consumption data are as of 2022.

As we prepare for early coal plant retirements, employees are provided advanced notice and offered retraining and relocation opportunities.

To date, we have been successful in avoiding layoffs associated with our early coal plant retirements.

We also help foster economic development opportunities to offset community impacts associated with coal plant closures.