Xcel Energy (XEL) 10-K risk factor changes: FY2025 vs FY2024

][added: (002).jpg](https://www.sec.gov/Archives/edgar/data/72903/000007290326000009/xel-20251231_g1.jpg)]

For the fiscal year ended December 31, [removed: 2024] [added: 2025] or

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting common stock held by non-affiliates of the Registrant was [removed: $29,767,371,894.][added: $40,260,845,645.]

[removed: 20, 2025,] [added: 19, 2026,] there were [removed: 574,552,694] [added: 623,876,813] shares of common stock outstanding, $2.50 par value.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1 — | | | [removed: [Business](#i5f3ad5678da04c7eb788556e6ead015e_13)] [added: [Business](#i212bfd6c10fa44bfb2860b18813e3381_13)] | | | [removed: [3](#i5f3ad5678da04c7eb788556e6ead015e_13)] [added: [3](#i212bfd6c10fa44bfb2860b18813e3381_13)] | | |

| Item 1A — | | | [Risk [removed: Factors](#i5f3ad5678da04c7eb788556e6ead015e_73)] [added: Factors](#i212bfd6c10fa44bfb2860b18813e3381_73)] | | | [removed: [15](#i5f3ad5678da04c7eb788556e6ead015e_73)] [added: [15](#i212bfd6c10fa44bfb2860b18813e3381_73)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#i5f3ad5678da04c7eb788556e6ead015e_76)] [added: Comments](#i212bfd6c10fa44bfb2860b18813e3381_76)] | | | [removed: [22](#i5f3ad5678da04c7eb788556e6ead015e_76)] [added: [21](#i212bfd6c10fa44bfb2860b18813e3381_76)] | | |

| Item 1C — | | | [removed: [Cybersecurity](#i5f3ad5678da04c7eb788556e6ead015e_79)] [added: [Cybersecurity](#i212bfd6c10fa44bfb2860b18813e3381_79)] | | | [removed: [22](#i5f3ad5678da04c7eb788556e6ead015e_79)] [added: [21](#i212bfd6c10fa44bfb2860b18813e3381_79)] | | |

| Item 2 — | | | [removed: [Properties](#i5f3ad5678da04c7eb788556e6ead015e_82)] [added: [Properties](#i212bfd6c10fa44bfb2860b18813e3381_82)] | | | [removed: [23](#i5f3ad5678da04c7eb788556e6ead015e_82)] [added: [23](#i212bfd6c10fa44bfb2860b18813e3381_82)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#i5f3ad5678da04c7eb788556e6ead015e_85)] [added: Proceedings](#i212bfd6c10fa44bfb2860b18813e3381_85)] | | | [removed: [24](#i5f3ad5678da04c7eb788556e6ead015e_85)] [added: [24](#i212bfd6c10fa44bfb2860b18813e3381_85)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#i5f3ad5678da04c7eb788556e6ead015e_88)] [added: Disclosures](#i212bfd6c10fa44bfb2860b18813e3381_88)] | | | [removed: [24](#i5f3ad5678da04c7eb788556e6ead015e_88)] [added: [24](#i212bfd6c10fa44bfb2860b18813e3381_88)] | | |

| Item 5 — | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5f3ad5678da04c7eb788556e6ead015e_94)] [added: Securities](#i212bfd6c10fa44bfb2860b18813e3381_94)] | | | [removed: [24](#i5f3ad5678da04c7eb788556e6ead015e_94)] [added: [24](#i212bfd6c10fa44bfb2860b18813e3381_94)] | | |

| Item 6 — | | | [removed: [\[Reserved\]](#i5f3ad5678da04c7eb788556e6ead015e_97)] [added: [\[Reserved\]](#i212bfd6c10fa44bfb2860b18813e3381_97)] | | | [removed: [25](#i5f3ad5678da04c7eb788556e6ead015e_97)] [added: [25](#i212bfd6c10fa44bfb2860b18813e3381_97)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5f3ad5678da04c7eb788556e6ead015e_100)] [added: Operations](#i212bfd6c10fa44bfb2860b18813e3381_100)] | | | [removed: [25](#i5f3ad5678da04c7eb788556e6ead015e_100)] [added: [25](#i212bfd6c10fa44bfb2860b18813e3381_100)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5f3ad5678da04c7eb788556e6ead015e_175)] [added: Risk](#i212bfd6c10fa44bfb2860b18813e3381_175)] | | | [removed: [43](#i5f3ad5678da04c7eb788556e6ead015e_175)] [added: [43](#i212bfd6c10fa44bfb2860b18813e3381_175)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#i5f3ad5678da04c7eb788556e6ead015e_178)] [added: Data](#i212bfd6c10fa44bfb2860b18813e3381_178)] | | | [removed: [43](#i5f3ad5678da04c7eb788556e6ead015e_178)] [added: [43](#i212bfd6c10fa44bfb2860b18813e3381_178)] | | |

| Item 9 — | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5f3ad5678da04c7eb788556e6ead015e_286)] [added: Disclosure](#i212bfd6c10fa44bfb2860b18813e3381_286)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_286)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_286)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#i5f3ad5678da04c7eb788556e6ead015e_289)] [added: Procedures](#i212bfd6c10fa44bfb2860b18813e3381_289)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_289)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_289)] | | |

| Item 9B — | | | [Other [removed: Information](#i5f3ad5678da04c7eb788556e6ead015e_292)] [added: Information](#i212bfd6c10fa44bfb2860b18813e3381_292)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_292)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_292)] | | |

| Item 9C — | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5f3ad5678da04c7eb788556e6ead015e_295)] [added: Inspections](#i212bfd6c10fa44bfb2860b18813e3381_295)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_295)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_295)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5f3ad5678da04c7eb788556e6ead015e_301)] [added: Governance](#i212bfd6c10fa44bfb2860b18813e3381_301)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_301)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_301)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#i5f3ad5678da04c7eb788556e6ead015e_304)] [added: Compensation](#i212bfd6c10fa44bfb2860b18813e3381_304)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_304)] [added: [83](#i212bfd6c10fa44bfb2860b18813e3381_304)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5f3ad5678da04c7eb788556e6ead015e_307)] [added: Matters](#i212bfd6c10fa44bfb2860b18813e3381_307)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_307)] [added: [84](#i212bfd6c10fa44bfb2860b18813e3381_307)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5f3ad5678da04c7eb788556e6ead015e_310)] [added: Independence](#i212bfd6c10fa44bfb2860b18813e3381_310)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_310)] [added: [84](#i212bfd6c10fa44bfb2860b18813e3381_310)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#i5f3ad5678da04c7eb788556e6ead015e_313)] [added: Services](#i212bfd6c10fa44bfb2860b18813e3381_313)] | | | [removed: [83](#i5f3ad5678da04c7eb788556e6ead015e_313)] [added: [84](#i212bfd6c10fa44bfb2860b18813e3381_313)] | | |

| Item 15 — | | | [removed: [Exhibit](#i5f3ad5678da04c7eb788556e6ead015e_319)[s](#i5f3ad5678da04c7eb788556e6ead015e_319) [and] [added: [Exhibits and] Financial Statement [removed: Schedules](#i5f3ad5678da04c7eb788556e6ead015e_319)] [added: Schedules](#i212bfd6c10fa44bfb2860b18813e3381_319)] | | | [removed: [84](#i5f3ad5678da04c7eb788556e6ead015e_319)] [added: [84](#i212bfd6c10fa44bfb2860b18813e3381_319)] | | |

| Item 16 — | | | [Form 10-K [removed: Summary](#i5f3ad5678da04c7eb788556e6ead015e_340)] [added: Summary](#i212bfd6c10fa44bfb2860b18813e3381_340)] | | | [removed: [91](#i5f3ad5678da04c7eb788556e6ead015e_340)] [added: [91](#i212bfd6c10fa44bfb2860b18813e3381_340)] | | |

| [removed: [Signatures](#i5f3ad5678da04c7eb788556e6ead015e_343)] [added: [Signatures](#i212bfd6c10fa44bfb2860b18813e3381_343)] | | | | | | [removed: [92](#i5f3ad5678da04c7eb788556e6ead015e_343)] [added: [92](#i212bfd6c10fa44bfb2860b18813e3381_343)] | | |

*[Table of [removed: Contents](#i5f3ad5678da04c7eb788556e6ead015e_7)*][added: Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*]

Such forward-looking statements, including those relating to [removed: 2025] [added: 2026] 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, expected pension contributions and expected impact on our results of operations, financial condition and cash flows of interest rate changes, increased credit 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: 2024] [added: 2025] (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; [added: risks associated with wildfires;] commodity risks associated with energy markets and production; rising energy prices and fuel costs; qualified employee workforce and third-party contractor factors; [removed: violations of our Codes] [added: reputational impacts] of [removed: Conduct;] [added: actions by employees, directors, or third-parties;] our ability to recover costs and our subsidiaries’ ability to recover costs from customers; [added: risks associated with the growth in large load 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; 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.

Along with the utility subsidiaries, the transmission-only subsidiaries, WYCO (a joint venture formed with CIG to develop and lease natural gas [removed: pipelines, storage] [added: pipelines] and [removed: compression] [added: storage] facilities) and WGI (an interstate natural gas pipeline company) comprise the regulated utility operations.

[removed: ][added: ]

| Total assets | | | | | | [removed: $70] [added: $81.4] billion | | |

| Electric generating capacity (owned) | | | | | | [removed: 20,426] [added: 20,800] MW | | |

| Electric transmission lines (conductor miles) | | | [added: 27,000 miles] | | | [removed: 111,000 miles] | | | [added: | | | | | | | | |]

| Electric distribution lines (conductor miles) | | | [added: 29,000 miles] | | | [removed: 221,000 miles] | | | [added: | | | | | | | | |]

[removed: ][added: ]

New demand remains robust in our [removed: territories, including load] [added: territories as we fuel the rapid] growth from [removed: new] [added: AI and] data centers, industrial electrification and electric vehicle adoption.

| 6.25% Junior Subordinated Notes due 2085 | | | | | | XELLL | | | | | | Nasdaq Stock Market LLC | | |

| EIA | | | United States Energy Information Administration | | |

| GMAC | | | Grid modernization adjustment clause | | |

| COD | | | Commercial operation date | | |

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| OBBB | | | One Big Beautiful Bill Act | | |

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*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

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| SIP | | | State implementation plan | | |

| SOFR | | | Secured overnight financing rate | | |

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| XLI | | | Xcel Large Industrials | | |

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*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

Xcel Energy is leading the ongoing clean energy transition while remaining focused on what matters most: providing reliable, affordable energy that meets the increasing demands of our customers as they electrify more parts of their lives.

Customer affordability remains central to our strategy.

Through disciplined infrastructure investment and the advantages of our geographic footprint, we continue to deliver some of the lowest energy bills in the nation.

In turn, our residential customers in Colorado have the lowest share of wallet out of all 50 states, and average bills in our other states occupy 5 of the next 11 spots.

We continue to support critical programs to help our customers who may need assistance with their energy bills and reached nearly 200,000 customers and provided over $180 million in funding in 2025.

Investing in our communities means supporting a wide array of industries that strengthen local economies.

In 2025, Xcel Energy initiated 15 economic development projects across our communities.

Nearly 53% of our supply chain spend was local and we spent nearly $1 billion with small or diverse suppliers.

In 2025, the Xcel Energy Foundation contributed $5 million in grant funding nearly 400 nonprofit organizations.

In 2025, employees volunteered nearly 100,000 hours in their communities.

*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

In 2025, we completed the second phase of our Sherco Solar project in Minnesota, with a third phase coming online in 2026, making it the largest solar facility in the upper Midwest.

We are also proposing to add a fourth phase, which would bring the facility’s total generating capacity to 910 MW by 2029, providing enough clean energy to power 190,000 homes across the upper Midwest.

By 2035, Xcel Energy aims to enable the charging infrastructure for 1.5 million electric vehicles across the areas we serve.

In 2025, we received commission approvals from both the Colorado and Texas commissions for our wildfire mitigation and system resiliency plans, as well as have public facing wildfire mitigation plans in each of our states.

This includes investments in advanced camera and weather station technologies, enhanced powerline safety setting installations, pole inspections and replacements, and operational measures such as wildfire safety operations and public safety power shutoffs.

In 2025, supportive utility wildfire legislation also passed in Texas and North Dakota, and we continue to explore similar structures in our other states.

*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

| Ongoing ROE (See Item 7) | | | 7.55% | | | | | | | | | | | | | | |

*[Table of Contents](#i212bfd6c10fa44bfb2860b18813e3381_7)*

| C&I | | | | | | 61 | | | | | | 12 | | | | | | 49 | | |

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

| CON | | | Certificate of need | | |

| CORE | | | CORE Electric Cooperative | | |

| CSPV | | | Crystalline silicon photovoltaic | | |

| GE | | | General Electric | | |

| LP&L | | | Lubbock Power & Light | | |

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

| SERP | | | Supplemental executive retirement plan | | |

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

| WACC | | | Weighted average cost of capital | | |

| WMP | | | Wildfire mitigation plan | | |

We are in the process of installing smart electric meters, which will deliver customer and operational benefits, providing near-real-time communication, allowing customers to know how much energy they are using and what it will cost.

In addition, customers will have new digital tools to make it easier to access their energy information, gain useful insights to understand and manage their energy use and make energy choices that lower their bills.

Customer affordability is critical to successful strategy execution.

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.

We provide a fundamental service, powering our communities with safe, reliable, competitively priced and increasingly clean energy.

Investing in our communities is important to our collective success.

Nearly 59% of our supply chain spend was local.

Approximately 280 employees served on more than 480 nonprofit organizations or local community boards, providing over 26,000 volunteer hours in 2024.

In 2024, the Xcel Energy Foundation contributed $5 million to 390 nonprofit organizations that support its three charitable giving focus areas of STEM Career Pathways, Environmental Sustainability, and Community Vitality.

In 2024, we completed Phase 1 of our Sherco Solar project in Minnesota.

Once Phases 2 and 3 are completed in 2025 and 2026, Sherco Solar’s combined capacity of 710 MW will be one of the largest solar facilities in the country and provide enough clean energy to power 150,000 homes across the upper Midwest.

We have 15,000 - 29,000 MW of investment opportunity, through new and extended generation, in development across our NSP, PSCo and SPS footprint.

In 2024 and early 2025, we received approvals for our modified Clean Heat Plan in Colorado and Natural Gas Innovation Plan in Minnesota, which provide starting points for this transition.

Similar to our natural gas goals, we revised the interim goals to reflect market considerations for transportation to enable the charging infrastructure for 1.5 million electric vehicles across the areas we serve by 2035.

By 2050, our vision remains to run all vehicles in our service area with carbon-free electricity or other clean energy.

In 2024, we filed an updated Wildfire Mitigation Plan in Colorado and our Resiliency Plan in Texas that integrates industry experience, incorporates evolving risk assessment methodologies, adds new technology and expands the scope, pace and scale of our programs to reduce wildfire risk.

We also issued wildfire mitigation plans for each of our other states in 2024.

In 2024, we implemented the capability to deliver enhanced, wildfire safety operations and conduct proactive public safety power shutoffs across our entire system.

We accelerated pole inspections and replacements on our system and expanded visual coverage of high-risk areas with our PanoAI camera system.

We also deployed Technosylva’s advanced risk modelling system enterprise-wide.

Finally, we are working at both a state and federal level on legislation to enhance the safety of our communities from evolving extreme weather risks while protecting the financial integrity of companies like Xcel Energy.

| Ongoing ROE | | | 9.46% | | | | | | | | | | | | | | |

| C&I | | | | | | 59 | | | | | | 12 | | | | | | 49 | | |


Xcel Energy currently has approximately 1,900 MW of owned wind under development or being repowered.

This includes 350 MW of approved repowering projects at the NSP System estimated to be completed in 2025.

The Company anticipates approximately 1,550 MW at PSCo as part of the Colorado Resource Plan and anticipates approval of an additional 300 MW of PPAs as part of the Colorado Resource Plan, additions are expected to be placed in service between 2026 - 2028.

Additionally, the NSP System anticipates 3,200 MW to be placed in service by 2030, as part of the recently approved Upper Midwest Resource Plan.