UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended Sept. 30, 2023

or

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

For the transition period from to

Commission File Number: 001-31387

Northern States Power Company

(Exact Name of Registrant as Specified in its Charter)

Minnesota	41-1967505
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. 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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 27, 2023
Common Stock, $0.01 par value	1,000,000 shares

Northern States Power Company meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) to such Form 10-Q.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1 —	Financial Statements (Unaudited)	4
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Cash Flows	6
	Consolidated Balance Sheets	7
	Consolidated Statements of Common Stockholder’s Equity	8
	Notes to Consolidated Financial Statements	9
Item 2 —	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4 —	Controls and Procedures	23
PART II	OTHER INFORMATION
Item 1 —	Legal Proceedings	23
Item 1A —	Risk Factors	23
Item 5 —	Other Information	23
Item 6 —	Exhibits	23
SIGNATURES		24

This Form 10-Q is filed by NSP-Minnesota. NSP-Minnesota is a wholly owned subsidiary of Xcel Energy Inc. Additional information on Xcel Energy is available in various filings with the SEC. This report should be read in its entirety.

Definitions of Abbreviations

Xcel Energy Inc.’s Subsidiaries and Affiliates (current and former)
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
PSCo	Public Service Company of Colorado
SPS	Southwestern Public Service Company
Utility subsidiaries	NSP-Minnesota, NSP-Wisconsin, PSCo and SPS
Xcel Energy	Xcel Energy Inc. and its subsidiaries
Federal and State Regulatory Agencies
D.C. Circuit	United States Court of Appeals for the District of Columbia Circuit
DOC	Minnesota Department of Commerce
EPA	United States Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
MPUC	Minnesota Public Utilities Commission
OAG	Minnesota Office of Attorney General
SEC	Securities and Exchange Commission
Other
ALJ	Administrative Law Judge
C&I	Commercial and Industrial
CCR	Coal combustion residuals
CCR Rule	Final rule (40 CFR 257.50 - 257.107) published by the EPA regulating the management, storage and disposal of CCRs as nonhazardous waste
CEO	Chief executive officer
CERCLA	Comprehensive Environmental Response, Compensation, and Liability Act
CFO	Chief financial officer
CSPV	Crystalline Silicon Photovoltaic
ETR	Effective tax rate
FTR	Financial transmission right
GAAP	United States generally accepted accounting principles
GE	General Electric Company
IPP	Independent power producing entity
MGP	Manufactured gas plant
MISO	Midcontinent Independent System Operator, Inc.
NAV	Net asset value
NOx	Nitrogen Oxides
O&M	Operating and maintenance
PFAS	Per- and Polyfluoroalkyl Substances
PPA	Power purchase agreement
PTC	Production tax credit
RFP	Request for proposal
ROE	Return on equity
RTO	Regional Transmission Organization
SMMPA	Southern Minnesota Municipal Power Agency
TOs	Transmission owners
Measurements
MW	Megawatts

Forward-Looking Statements

Except for the historical statements contained in this report, the matters discussed herein are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements, including those relating to 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. Actual results may vary materially. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any obligation to update any forward-looking information. The following factors, in addition to those discussed in NSP-Minnesota’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2022, and subsequent filings with the SEC, 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; 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 NSP-Minnesota 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; 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; 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.

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

NSP-MINNESOTA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in millions)

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2023		2022		2023		2022
Operating revenues
Electric, non-affiliates	$	1,383	$	1,598	$	3,590	$	3,914
Electric, affiliates	130		132		368		394
Natural gas	65		102		563		703
Other	13		12		35		33
Total operating revenues	1,591		1,844		4,556		5,044
Operating expenses
Electric fuel and purchased power	570		750		1,593		1,857
Cost of natural gas sold and transported	22		65		364		510
Cost of sales — other	8		7		22		19
Operating and maintenance expenses	306		305		957		915
Conservation program expenses	27		45		83		135
Depreciation and amortization	249		256		713		759
Taxes (other than income taxes)	62		69		172		210
Total operating expenses	1,244		1,497		3,904		4,405
Operating income	347		347		652		639
Other expense, net	(7)		(4)		(5)		(9)
Allowance for funds used during construction — equity	9		9		26		21
Interest charges and financing costs
Interest charges — includes other financing costs of $2, $2, $6 and $6, respectively	81		75		241		216
Allowance for funds used during construction — debt	(5)		(4)		(15)		(9)
Total interest charges and financing costs	76		71		226		207
Income before income taxes	273		281		447		444
Income tax expense (benefit)	13		12		(79)		(70)
Net income	$	260	$	269	$	526	$	514

See Notes to Consolidated Financial Statements

4

NSP-MINNESOTA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(amounts in millions)

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2023		2022		2023		2022
Net income	$	260	$	269	$	526	$	514
Other comprehensive income
Derivative instruments:
Net fair value increase net of tax of $—, $—, $2 and $— respectively	—		—		3		—
Reclassification of losses to net income, net of tax of $—	$	1	$	—	1		—
Total other comprehensive income	1		—		4		—
Total comprehensive income	$	261	$	269	$	530	$	514

See Notes to Consolidated Financial Statements

5

NSP-MINNESOTA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in millions)

	Nine Months Ended Sept. 30
	2023		2022
Operating activities
Net income	$	526	$	514
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	717		765
Nuclear fuel amortization	84		91
Deferred income taxes	16		(167)
Allowance for equity funds used during construction	(26)		(21)
Provision for bad debts	20		10
Changes in operating assets and liabilities:
Accounts receivable	(19)		(56)
Accrued unbilled revenues	117		40
Inventories	37		(107)
Other current assets	(11)		5
Accounts payable	(97)		57
Net regulatory assets and liabilities	307		325
Other current liabilities	98		88
Pension and other employee benefit obligations	(17)		(9)
Other, net	14		32
Net cash provided by operating activities	1,766		1,567
Investing activities
Capital/construction expenditures	(1,668)		(1,293)
Purchase of investment securities	(704)		(1,055)
Proceeds from the sale of investment securities	678		1,029
Investments in utility money pool arrangement	(200)		(1,426)
Repayments from utility money pool arrangement	200		1,408
Other, net	(2)		5
Net cash used in investing activities	(1,696)		(1,332)
Financing activities
Repayments of short-term borrowings, net	(207)		—
Borrowings under utility money pool arrangement	189		—
Repayments under utility money pool arrangement	(189)		—
Proceeds from issuance of long-term debt	783		489
Repayment of long-term debt	(400)		(300)
Capital contributions from parent	251		4
Dividends paid to parent	(413)		(442)
Net cash provided by (used in) financing activities	14		(249)
Net change in cash, cash equivalents and restricted cash	84		(14)
Cash, cash equivalents and restricted cash at beginning of period	65		73
Cash, cash equivalents and restricted cash at end of period	$	149	$	59
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	(205)	$	(198)
Cash received from (paid for) income taxes, net	60		(53)
Supplemental disclosure of non-cash investing and financing transactions:
Accrued property, plant and equipment additions	$	163	$	162
Inventory transfers to property, plant and equipment	11		9
Operating lease right-of-use assets	52		1
Allowance for equity funds used during construction	26		21

See Notes to Consolidated Financial Statements

6

NSP-MINNESOTA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in millions, except share and per share data)

	Sept. 30, 2023		Dec. 31, 2022
Assets
Current assets
Cash and cash equivalents	$	149	$	65
Accounts receivable, net	508		534
Accounts receivable from affiliates	27		45
Accrued unbilled revenues	256		372
Inventories	336		384
Regulatory assets	259		384
Derivative instruments	66		89
Prepayments and other	82		62
Total current assets	1,683		1,935
Property, plant and equipment, net	18,300		17,478
Other assets
Nuclear decommissioning fund and other investments	3,063		2,930
Regulatory assets	831		894
Derivative instruments	58		68
Operating lease right-of-use assets	307		324
Other	19		29
Total other assets	4,278		4,245
Total assets	$	24,261	$	23,658
Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	—	$	400
Short-term debt	—		207
Accounts payable	521		619
Accounts payable to affiliates	59		89
Regulatory liabilities	248		191
Taxes accrued	255		272
Accrued interest	91		79
Dividends payable to parent	135		122
Derivative instruments	46		42
Operating lease liabilities	98		98
Other	369		227
Total current liabilities	1,822		2,346
Deferred credits and other liabilities
Deferred income taxes	1,735		1,666
Deferred investment tax credits	14		15
Regulatory liabilities	2,068		1,983
Asset retirement obligations	2,658		2,727
Derivative instruments	81		102
Pension and employee benefit obligations	138		155
Operating lease liabilities	233		256
Other	31		30
Total deferred credits and other liabilities	6,958		6,934
Commitments and contingencies
Capitalization
Long-term debt	7,329		6,542
Common stock — 5,000,000 shares authorized of $0.01 par value; 1,000,000 shares outstanding at Sept. 30, 2023 and Dec. 31, 2022, respectively	—		—
Additional paid in capital	5,585		5,374
Retained earnings	2,581		2,480
Accumulated other comprehensive loss	(14)		(18)
Total common stockholder's equity	8,152		7,836
Total liabilities and equity	$	24,261	$	23,658

See Notes to Consolidated Financial Statements

7

NSP-MINNESOTA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY (UNAUDITED)

(amounts in millions, except share data)

	Common Stock Issued					Retained Earnings		Accumulated Other Comprehensive Loss		Total Common Stockholder's Equity
	Shares	Par Value		Additional Paid In Capital
Three Months Ended Sept. 30, 2023 and 2022
Balance at June 30, 2022	1,000,000	$	—	$	5,213	$	2,355	$	(20)	$	7,548
Net income						269				269
Dividends declared to parent						(182)				(182)
Balance at Sept. 30, 2022	1,000,000	$	—	$	5,213	$	2,442	$	(20)	$	7,635
Balance at June 30, 2023	1,000,000	$	—	$	5,585	$	2,502	$	(15)	$	8,072
Net income						260				260
Other comprehensive income								1		1
Dividends declared to parent						(181)				(181)
Balance at Sept. 30, 2023	1,000,000	$	—	$	5,585	$	2,581	$	(14)	$	8,152
	Common Stock Issued					Retained Earnings		Accumulated Other Comprehensive Loss		Total Common Stockholder's Equity
	Shares	Par Value		Additional Paid In Capital
Nine Months Ended Sept. 30, 2023 and 2022
Balance at Dec. 31, 2021	1,000,000	$	—	$	5,202	$	2,391	$	(20)	$	7,573
Net income						514				514
Dividends declared to parent						(463)				(463)
Contribution of capital by parent				11						11
Balance at Sept. 30, 2022	1,000,000	$	—	$	5,213	$	2,442	$	(20)	$	7,635
Balance at Dec. 31, 2022	1,000,000	$	—	$	5,374	$	2,480	$	(18)	$	7,836
Net income						526				526
Other comprehensive income								4		4
Dividends declared to parent						(425)				(425)
Contribution of capital by parent				211						211
Balance at Sept. 30, 2023	1,000,000	$	—	$	5,585	$	2,581	$	(14)	$	8,152
See Notes to Consolidated Financial Statements

8

NSP-MINNESOTA AND SUBSIDIARIES

Notes to Consolidated Financial Statements (UNAUDITED)

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly, in accordance with GAAP, the financial position of NSP-Minnesota and its subsidiaries as of Sept. 30, 2023 and Dec. 31, 2022; the results of NSP-Minnesota’s operations, including the components of net income and comprehensive income, and changes in stockholder’s equity for the three and nine months ended Sept. 30, 2023 and 2022; and NSP-Minnesota’s cash flows for the nine months ended Sept. 30, 2023 and 2022.

All adjustments are of a normal, recurring nature, except as otherwise disclosed. Management has also evaluated the impact of events occurring after Sept. 30, 2023 up to the date of issuance of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. The Dec. 31, 2022 balance sheet information has been derived from the audited 2022 consolidated financial statements included in the NSP-Minnesota Annual Report on Form 10-K for the year ended Dec. 31, 2022.

Notes to the consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP on an annual basis have been condensed or omitted pursuant to such rules and regulations. For further information, refer to the consolidated financial statements and notes thereto included in the NSP-Minnesota Annual Report on Form 10-K for the year ended Dec. 31, 2022, filed with the SEC on Feb. 23, 2023. Due to the seasonality of NSP-Minnesota’s electric and natural gas sales, interim results are not necessarily an appropriate base from which to project annual results.

1. Summary of Significant Accounting Policies

The significant accounting policies set forth in Note 1 to the consolidated financial statements in the NSP-Minnesota Annual Report on Form 10-K for the year ended Dec. 31, 2022 appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference.

2. Accounting Pronouncements

As of Sept. 30, 2023, there was no material impact from the recent adoption of new accounting pronouncements, nor expected material impact from recently issued accounting pronouncements yet to be adopted, on NSP-Minnesota’s consolidated financial statements.

3. Selected Balance Sheet Data

(Millions of Dollars)	Sept. 30, 2023		Dec. 31, 2022
Accounts receivable, net
Accounts receivable	$	554	$	580
Less allowance for bad debts	(46)		(46)
Accounts receivable, net	$	508	$	534

(Millions of Dollars)	Sept. 30, 2023		Dec. 31, 2022
Inventories
Materials and supplies	$	214	$	200
Fuel	92		103
Natural gas	30		81
Total inventories	$	336	$	384

(Millions of Dollars)	Sept. 30, 2023		Dec. 31, 2022
Property, plant and equipment, net
Electric plant	$	20,716	$	20,114
Natural gas plant	2,216		2,100
Common and other property	1,298		1,156
Plant to be retired (a)	616		646
Construction work in progress	1,133		907
Total property, plant and equipment	25,979		24,923
Less accumulated depreciation	(7,986)		(7,734)
Nuclear fuel	3,282		3,183
Less accumulated amortization	(2,975)		(2,894)
Property, plant and equipment, net	$	18,300	$	17,478

(a)Amounts include regulator-approved retirements of Sherco Units 1, 2, 3 and A.S. King. Amounts are reported net of accumulated depreciation.

Revenue subject to refund of $218 million and $67 million as of Sept. 30, 2023 and Dec. 31, 2022, respectively, is included in other current liabilities.

4. Borrowings and Other Financing Instruments

Short-Term Borrowings

NSP-Minnesota meets its short-term liquidity requirements primarily through the issuance of commercial paper and borrowings under its credit facility and the money pool.

Money Pool — Xcel Energy and its utility subsidiaries have established a money pool arrangement that allows for short-term investments in and borrowings between the utility subsidiaries. Xcel Energy may make investments in the utility subsidiaries at market-based interest rates; however, the money pool arrangement does not allow the utility subsidiaries to make investments in Xcel Energy.

9

Money pool borrowings:

(Amounts in Millions, Except Interest Rates)	Three Months Ended Sept. 30, 2023		Year Ended Dec. 31, 2022
Borrowing limit	$	250	$	250
Amount outstanding at period end	—		—
Average amount outstanding	—		—
Maximum amount outstanding	—		4
Weighted average interest rate, computed on a daily basis	N/A		3.87		%
Weighted average interest rate at period end	N/A		N/A

Commercial Paper — Commercial paper outstanding:

(Amounts in Millions, Except Interest Rates)	Three Months Ended Sept. 30, 2023		Year Ended Dec. 31, 2022
Borrowing limit	$	700	$	700
Amount outstanding at period end	—		207
Average amount outstanding	—		21
Maximum amount outstanding	—		290
Weighted average interest rate, computed on a daily basis	N/A		4.14		%
Weighted average interest rate at period end	N/A		4.64

Letters of Credit — NSP-Minnesota uses letters of credit, generally with terms of one year, to provide financial guarantees for certain obligations. There were $15 million of letters of credit outstanding under the credit facility at both Sept. 30, 2023 and Dec. 31, 2022. Amounts approximate their fair value and are subject to fees.

Revolving Credit Facility — In order to issue its commercial paper, NSP-Minnesota must have a revolving credit facility equal to or greater than the commercial paper borrowing limit and cannot issue commercial paper exceeding available capacity under this credit facility. The credit facility provides short-term financing in the form of notes payable to banks, letters of credit and back-up support for commercial paper borrowings.

NSP-Minnesota has the right to request an extension of the revolving credit facility termination date for two additional one-year periods. All extension requests are subject to majority bank group approval.

At Sept. 30, 2023, NSP-Minnesota had the following committed revolving credit facility available (in millions of dollars):

Credit Facility (a)		Drawn (b)		Available
$	700	$	15	$	685

(a)Expires in September 2027.

(b)Includes outstanding commercial paper and letters of credit.

All credit facility bank borrowings, outstanding letters of credit and outstanding commercial paper reduce the available capacity under the credit facility. NSP-Minnesota had no direct advances on the credit facility outstanding at Sept. 30, 2023 and Dec. 31, 2022.

Bilateral Credit Agreement — In April 2023, NSP-Minnesota’s uncommitted bilateral credit agreement was renewed for an additional one-year term. The credit agreement is limited in use to support letters of credit.

As of Sept. 30, 2023, NSP-Minnesota had $56 million of outstanding letters of credit under the $75 million bilateral credit agreement.

Long-Term Borrowings

During the nine months ended Sept. 30, 2023, NSP-Minnesota issued $800 million of 5.10% first mortgage bonds due May 15, 2053.

5. Revenues

Revenue is classified by the type of goods/services rendered and market/customer type. NSP-Minnesota’s operating revenues consisted of the following:

	Three Months Ended Sept. 30, 2023
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	445	$	28	$	11	$	484
C&I	664		26		—		690
Other	9		—		2		11
Total retail	1,118		54		13		1,185
Wholesale	103		—		—		103
Transmission	72		—		—		72
Interchange and other	130		4		—		134
Total revenue from contracts with customers	1,423		58		13		1,494
Alternative revenue and other	90		7		—		97
Total revenues	$	1,513	$	65	$	13	$	1,591

	Three Months Ended Sept. 30, 2022
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	441	$	37	$	10	$	488
C&I	714		43		—		757
Other	10		—		2		12
Total retail	1,165		80		12		1,257
Wholesale	242		—		—		242
Transmission	101		—		—		101
Interchange and other	140		10		—		150
Total revenue from contracts with customers	1,648		90		12		1,750
Alternative revenue and other	82		12		—		94
Total revenues	$	1,730	$	102	$	12	$	1,844

	Nine Months Ended Sept. 30, 2023
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	1,120	$	277	$	30	$	1,427
C&I	1,724		239		—		1,963
Other	26		—		5		31
Total retail	2,870		516		35		3,421
Wholesale	287		—		—		287
Transmission	202		—		—		202
Interchange and other	364		9		—		373
Total revenue from contracts with customers	3,723		525		35		4,283
Alternative revenue and other	235		38		—		273
Total revenues	$	3,958	$	563	$	35	$	4,556

10

	Nine Months Ended Sept. 30, 2022
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	1,116	$	348	$	19	$	1,483
C&I	1,816		299		—		2,115
Other	29		—		14		43
Total retail	2,961		647		33		3,641
Wholesale	505		—		—		505
Transmission	225		—		—		225
Interchange and other	403		15		—		418
Total revenue from contracts with customers	4,094		662		33		4,789
Alternative revenue and other	214		41		—		255
Total revenues	$	4,308	$	703	$	33	$	5,044

6. Income Taxes

Reconciliation between the statutory rate and ETR:

	Nine Months Ended Sept. 30
	2023		2022
Federal statutory rate	21.0	%	21.0	%
State tax (net of federal tax effect)	7.0		7.0
(Decreases) increases:
Wind PTCs (a)	(39.5)		(35.9)
Plant regulatory differences (b)	(5.9)		(7.0)
Other tax credits, net operating loss & tax credit allowances	(1.3)		(1.3)
Other (net)	1.0		0.4
Effective income tax rate	(17.7)	%	(15.8)	%

(a)Wind PTCs are credited to customers (reduction to revenue) and do not materially impact net income.

(b)Plant regulatory differences primarily relate to the credit of excess deferred taxes to customers through the average rate assumption method. Income tax benefits associated with the credit are offset by corresponding revenue reductions.

7.    Fair Value of Financial Assets and Liabilities

Fair Value Measurements

Accounting guidance for fair value measurements and disclosures provides a hierarchical framework for disclosing the observability of the inputs utilized in measuring assets and liabilities at fair value.

•Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The types of assets and liabilities included in Level 1 are actively traded instruments with observable actual trading prices.

•Level 2 — Pricing inputs are other than actual trading prices in active markets, but are either directly or indirectly observable as of the reporting date. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

•Level 3 — Significant inputs to pricing have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 include those valued with models requiring significant judgment or estimation.

Specific valuation methods include:

Investments in equity securities and other funds — Equity securities are valued using quoted prices in active markets. The fair values for commingled funds are measured using NAVs. The investments in commingled funds may be redeemed for NAV with proper notice. Private equity commingled funds require approval of the fund for any unscheduled redemption, and such redemptions may be approved or denied by the fund at its sole discretion. Unscheduled distributions from real estate commingled funds may be redeemed with proper notice, however, withdrawals may be delayed or discounted as a result of fund illiquidity.

Investments in debt securities — Fair values for debt securities are determined by a third party pricing service using recent trades and observable spreads from benchmark interest rates for similar securities.

Interest rate derivatives — Fair values of interest rate derivatives are based on broker quotes that utilize current market interest rate forecasts.

Commodity derivatives — Methods used to measure the fair value of commodity derivative forwards and options utilize forward prices and volatilities, as well as pricing adjustments for specific delivery locations, and are generally assigned a Level 2 classification.

When contracts relate to inactive delivery locations or extend to periods beyond those readily observable on active exchanges, the significance of the use of less observable inputs on a valuation is evaluated and may result in Level 3 classification.

Electric commodity derivatives held by NSP-Minnesota include transmission congestion instruments, generally referred to as FTRs. FTRs purchased from an RTO are financial instruments that entitle or obligate the holder to monthly revenues or charges based on transmission congestion across a given transmission path.

The values of these instruments are derived from, and designed to offset, the costs of transmission congestion. In addition to overall transmission load, congestion is also influenced by the operating schedules of power plants and the consumption of electricity pertinent to a given transmission path. Unplanned plant outages, scheduled plant maintenance, changes in the relative costs of fuels used in generation, weather and overall changes in demand for electricity can each impact the operating schedules of the power plants on the transmission grid and the value of these instruments.

FTRs are recognized at fair value and adjusted each period prior to settlement. Given the limited observability of certain variables underlying the reported auction values of FTRs, these fair value measurements have been assigned a Level 3 classification.

Net congestion costs, including the impact of FTR settlements are shared through fuel and purchased energy cost recovery mechanisms. As such, the fair value of the unsettled instruments (i.e., derivative asset or liability) is offset/deferred as a regulatory asset or liability.

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Non-Derivative Fair Value Measurements

The Nuclear Regulatory Commission requires NSP-Minnesota to maintain a portfolio of investments to fund the costs of decommissioning its nuclear generating plants. Assets of the nuclear decommissioning fund are legally restricted for the purpose of decommissioning these facilities. The fund contains cash equivalents, debt securities, equity securities and other investments. NSP-Minnesota uses the MPUC approved asset allocation for the investment targets by asset class for the qualified trust.

NSP-Minnesota recognizes the costs of funding the decommissioning over the lives of the nuclear plants, assuming rate recovery of all costs. Realized and unrealized gains on fund investments over the life of the fund are deferred as an offset of NSP-Minnesota’s regulatory asset for nuclear decommissioning costs. Consequently, any realized and unrealized gains and losses on securities in the nuclear decommissioning fund are deferred as a component of the regulatory asset.

Unrealized gains for the nuclear decommissioning fund were $1.1 billion and $1 billion as of Sept. 30, 2023 and Dec. 31, 2022, and unrealized losses were $86 million and $90 million as of Sept. 30, 2023 and Dec. 31, 2022, respectively.

Non-derivative instruments with recurring fair value measurements in the nuclear decommissioning fund:

	Sept. 30, 2023
			Fair Value
(Millions of Dollars)	Cost		Level 1		Level 2		Level 3		NAV		Total
Nuclear decommissioning fund (a)
Cash equivalents	$	27	$	27	$	—	$	—	$	—	$	27
Commingled funds	731		—		—		—		1,059		1,059
Debt securities	782		—		719		7		—		726
Equity securities	509		1,200		2		—		—		1,202
Total	$	2,049	$	1,227	$	721	$	7	$	1,059	$	3,014

(a)Reported in nuclear decommissioning fund and other investments on the consolidated balance sheets, which also includes $49 million of other investments, including the rabbi trust.

	Dec. 31, 2022
			Fair Value
(Millions of Dollars)	Cost		Level 1		Level 2		Level 3		NAV		Total
Nuclear decommissioning fund (a)
Cash equivalents	$	29	$	29	$	—	$	—	$	—	$	29
Commingled funds	803		—		—		—		1,178		1,178
Debt securities	738		—		669		6		—		675
Equity securities	406		999		1		—		—		1,000
Total	$	1,976	$	1,028	$	670	$	6	$	1,178	$	2,882

(a)Reported in nuclear decommissioning fund and other investments on the consolidated balance sheets, which also includes $48 million of other investments, including the rabbi trust.

For the three and nine months ended Sept. 30, 2023 and 2022, there were immaterial Level 3 nuclear decommissioning fund investments or transfer of amounts between levels.

Contractual maturity dates of debt securities in the nuclear decommissioning fund as of Sept. 30, 2023:

	Final Contractual Maturity
(Millions of Dollars)	Due in 1 Year or Less		Due in 1 to 5 Years		Due in 5 to 10 Years		Due after 10 Years		Total
Debt securities	$	10	$	236	$	257	$	223	$	726

Derivative Activities and Fair Value Measurements

NSP-Minnesota enters into derivative instruments, including forward contracts, futures, swaps and options, for trading purposes and to manage risk in connection with changes in interest rates and utility commodity prices.

Interest Rate Derivatives — NSP-Minnesota enters into contracts that effectively fix the interest rate on a specified principal amount of a hypothetical future debt issuance. These financial swaps net settle based on changes in a specified benchmark interest rate, acting as a hedge of changes in market interest rates that will impact specified anticipated debt issuances. These derivative instruments are designated as cash flow hedges for accounting purposes, with changes in fair value prior to occurrence of the hedged transactions recorded as other comprehensive income.

As of Sept. 30, 2023, accumulated other comprehensive loss related to interest rate derivatives included $1 million of net losses expected to be reclassified into earnings during the next 12 months as the hedged transactions impact earnings. As of Sept. 30, 2023, NSP-Minnesota had no unsettled interest rate derivatives.

See Note 10 for the financial impact of qualifying interest rate cash flow hedges on NSP-Minnesota’s accumulated other comprehensive loss included in the consolidated statements of common stockholder’s equity and in the consolidated statements of comprehensive income.

Wholesale and Commodity Trading — NSP-Minnesota conducts various wholesale and commodity trading activities, including the purchase and sale of electric capacity, energy, energy-related instruments and natural gas-related instruments, including derivatives. NSP-Minnesota is allowed to conduct these activities within guidelines and limitations as approved by its risk management committee, comprised of management personnel not directly involved in the activities governed by this policy.

Results of derivative instrument transactions entered into for trading purposes are presented in the consolidated statements of income as electric revenues, net of any sharing with customers. These activities are not intended to mitigate commodity price risk associated with regulated electric and natural gas operations. Sharing of these margins is determined through state regulatory proceedings as well as the operation of the FERC-approved joint operating agreement.

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Commodity Derivatives — NSP-Minnesota enters into derivative instruments to manage variability of future cash flows from changes in commodity prices in its electric and natural gas operations. This could include the purchase or sale of energy or energy-related products, natural gas to generate electric energy, natural gas for resale and FTRs.

The most significant derivative positions outstanding at Sept. 30, 2023 for this purpose relate to FTR instruments administered by MISO. These instruments are intended to offset the impacts of transmission system congestion. Higher congestion costs in recent years have led to an increase in the fair value of FTRs. Settlements of FTRs are shared with electric customers through fuel and purchased energy cost-recovery mechanisms.

When NSP-Minnesota enters into derivative instruments that mitigate commodity price risk on behalf of electric and natural gas customers, the instruments are not typically designated as qualifying hedging transactions. The classification of unrealized losses or gains on these instruments as a regulatory asset or liability, if applicable, is based on approved regulatory recovery mechanisms.

As of Sept. 30, 2023, NSP-Minnesota had no commodity contracts designated as cash flow hedges.

Gross notional amounts of commodity forwards, options and FTRs:

(Amounts in Millions) (a)(b)	Sept. 30, 2023	Dec. 31, 2022
Megawatt hours of electricity	53	44
Million British thermal units of natural gas	76	88

(a)Not reflective of net positions in the underlying commodities.

(b)Notional amounts for options included on a gross basis but weighted for the probability of exercise.

Consideration of Credit Risk and Concentrations — NSP-Minnesota continuously monitors the creditworthiness of counterparties to its interest rate derivatives and commodity derivative contracts prior to settlement and assesses each counterparty’s ability to perform on the transactions set forth in the contracts. Impact of credit risk was immaterial to the fair value of unsettled commodity derivatives presented on the consolidated balance sheets.

NSP-Minnesota’s most significant concentrations of credit risk with particular entities or industries are contracts with counterparties to its wholesale, trading and non-trading commodity activities.

As of Sept. 30, 2023, four of NSP-Minnesota’s ten most significant counterparties for these activities, comprising $26 million, or 27%, of this credit exposure, had investment grade credit ratings from S&P Global Ratings, Moody’s Investor Services or Fitch Ratings.

Four of the ten most significant counterparties, comprising $26 million, or 27%, of this credit exposure, were not rated by these external ratings agencies, but based on NSP-Minnesota’s internal analysis, had credit quality consistent with investment grade.

Two of these significant counterparties, comprising $45 million or 45% of this credit exposure, had credit quality less than investment grade, based on internal analysis. Four of these significant counterparties are municipal or cooperative electric entities, RTOs or other utilities.

Credit Related Contingent Features — Contract provisions for derivative instruments that NSP-Minnesota enters into, including those accounted for as normal purchase and normal sale contracts and therefore not reflected on the consolidated balance sheets, may require the posting of collateral or settlement of the contracts for various reasons, including if the applicable utility subsidiary’s credit ratings are downgraded below its investment grade credit rating by any of the major credit rating agencies.

As of Sept. 30, 2023 and Dec. 31, 2022, there were $10 million and $4 million, respectively, of derivative liabilities with such underlying contract provisions, respectively.

Certain contracts also contain cross default provisions that may require the posting of collateral or settlement of the contracts if there was a failure under other financing arrangements related to payment terms or other covenants.

As of both Sept. 30, 2023 and Dec. 31, 2022, there were approximately $76 million of derivative liabilities with such underlying contract provisions, respectively.

Certain derivative instruments are also subject to contract provisions that contain adequate assurance clauses. These provisions allow counterparties to seek performance assurance, including cash collateral, in the event that a given utility subsidiary’s ability to fulfill its contractual obligations is reasonably expected to be impaired. NSP-Minnesota had no collateral posted related to adequate assurance clauses in derivative contracts as of Sept. 30, 2023 and Dec. 31, 2022.

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Recurring Derivative Fair Value Measurements

Impact of derivative activity:

	Pre-Tax Fair Value Gains (Losses) Recognized During the Period in:
(Millions of Dollars)	Accumulated Other Comprehensive Loss		Regulatory Assets and Liabilities
Three Months Ended Sept. 30, 2023
Other derivative instruments:
Electric commodity	$	—	$	(19)
Natural gas commodity	—		(3)
Total	$	—	$	(22)
Nine Months Ended Sept. 30, 2023
Derivatives designated as cash flow hedges:
Interest rate	$	5	$	—
Total	$	5	$	—
Other derivative instruments:
Electric commodity	$	—	$	(47)
Natural gas commodity	—		(1)
Total	$	—	$	(48)
Three Months Ended Sept. 30, 2022
Other derivative instruments:
Electric commodity	$	—	$	20
Natural gas commodity	—		(2)
Total	$	—	$	18
Nine Months Ended Sept. 30, 2022
Other derivative instruments:
Electric commodity	$	—	$	26
Total	$	—	$	26

.

	Pre-Tax (Gains) Losses Reclassified into Income During the Period from:						Pre-Tax Gains (Losses) Recognized During the Period in Income
(Millions of Dollars)	Accumulated Other Comprehensive Loss			Regulatory Assets and Liabilities
Three Months Ended Sept. 30, 2023
Derivatives designated as cash flow hedges
Interest rate	$	1	(a)	$	—		$	—
Total	$	1		$	—		$	—
Other derivative instruments:
Commodity trading	$	—		$	—		$	(2)	(b)
Electric commodity	—			10		(c)	—
Total	$	—		$	10		$	(2)
Nine Months Ended Sept. 30, 2023
Derivatives designated as cash flow hedges
Interest rate	$	1	(a)	$	—		$	—
Total	$	1		$	—		$	—
Other derivative instruments:
Commodity trading	$	—		$	—		$	(3)	(b)
Electric commodity	—			31		(c)	—
Natural gas commodity	—			—			(5)		(d)(e)
Total	$	—		$	31		$	(8)
Three Months Ended Sept. 30, 2022
Other derivative instruments:
Commodity trading	$	—		$	—		$	11	(b)
Electric commodity	—			(2)		(c)	—
Total	$	—		$	(2)		$	11
Nine Months Ended Sept. 30, 2022
Other derivative instruments:
Commodity trading	$	—		$	—		$	17	(b)
Electric commodity	—			(5)		(c)	—
Natural gas commodity	—			2		(d)	(5)		(d)(e)
Total	$	—		$	(3)		$	12

(a)Recorded to interest charges.

(b)Recorded to electric revenues. Presented amounts do not reflect non-derivative transactions or margin sharing with customers.

(c)Recorded to electric fuel and purchased power. These derivative settlement gains and losses are shared with electric customers through fuel and purchased energy cost-recovery mechanisms, and reclassified out of income as regulatory assets or liabilities, as appropriate. FTR settlements are shared with customers and do not have a material impact on net income. Presented amounts reflect changes in fair value between auction and settlement dates, but exclude the original auction fair value.

(d)Recorded to cost of natural gas sold and transported. These losses are subject to cost-recovery mechanisms and reclassified out of income to a regulatory asset, as appropriate.

(e)Relates primarily to option premium amortization.

NSP-Minnesota had no derivative instruments designated as fair value hedges during the nine months ended Sept. 30, 2023 and 2022.

14

Derivative assets and liabilities measured at fair value on a recurring basis were as follows:

	Sept. 30, 2023												Dec. 31, 2022
	Fair Value						Fair Value Total		Netting (a)		Total		Fair Value						Fair Value Total		Netting (a)		Total
(Millions of Dollars)	Level 1		Level 2		Level 3								Level 1		Level 2		Level 3
Current derivative assets
Other derivative instruments:
Commodity trading	$	5	$	37	$	37	$	79	$	(49)	$	30	$	15	$	38	$	33	$	86	$	(58)	$	28
Electric commodity	—		—		36		36		(4)		32		—		—		58		58		(2)		56
Natural gas commodity	—		4		—		4		—		4		—		5		—		5		—		5
Total current derivative assets	$	5	$	41	$	73	$	119	$	(53)	$	66	$	15	$	43	$	91	$	149	$	(60)	$	89
Noncurrent derivative assets
Other derivative instruments:
Commodity trading	$	11	$	33	$	49	$	93	$	(35)	$	58	$	21	$	40	$	66	$	127	$	(59)	$	68
Total noncurrent derivative assets	$	11	$	33	$	49	$	93	$	(35)	$	58	$	21	$	40	$	66	$	127	$	(59)	$	68

	Sept. 30, 2023												Dec. 31, 2022
	Fair Value						Fair Value Total		Netting (a)		Total		Fair Value						Fair Value Total		Netting (a)		Total
(Millions of Dollars)	Level 1		Level 2		Level 3								Level 1		Level 2		Level 3
Current derivative liabilities
Other derivative instruments:
Commodity trading	$	8	$	65	$	7	$	80	$	(49)	$	31	$	23	$	60	$	6	$	89	$	(63)	$	26
Electric commodity	—		—		4		4		(4)		—		—		—		2		2		(2)		—
Natural gas commodity	—		—		—		—		—		—		—		2		—		2		—		2
Total current derivative liabilities	$	8	$	65	$	11	$	84	$	(53)	31		$	23	$	62	$	8	$	93	$	(65)	28
PPAs (b)											15												14
Current derivative instruments											$	46											$	42
Noncurrent derivative liabilities
Other derivative instruments:
Commodity trading	$	18	$	37	$	42	$	97	$	(40)	$	57	$	37	$	55	$	42	$	134	$	(60)	$	74
Total noncurrent derivative liabilities	$	18	$	37	$	42	$	97	$	(40)	57		$	37	$	55	$	42	$	134	$	(60)	74
PPAs (b)											24												28
Noncurrent derivative instruments											$	81											$	102

(a)NSP-Minnesota nets derivative instruments and related collateral on its consolidated balance sheets when supported by a legally enforceable master netting agreement. At Sept. 30, 2023 and Dec. 31, 2022, derivative assets and liabilities include no obligations to return cash collateral. At both Sept. 30, 2023 and Dec. 31, 2022 derivative assets and liabilities include rights to reclaim cash collateral of $5 million and $6 million, respectively. Counterparty netting amounts presented exclude settlement receivables and payables and non-derivative amounts that may be subject to the same master netting agreements.

(b)NSP-Minnesota currently applies the normal purchase exception to qualifying PPAs. Balance relates to specific contracts that were previously recognized at fair value prior to applying the normal purchase exception, and are being amortized over the remaining contract lives along with the offsetting regulatory assets and liabilities.

15

Changes in Level 3 commodity derivatives:

	Three Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Balance at July 1	$	117	$	230
Settlements (a)	(32)		(88)
Net transactions recorded during the period:
Gains recognized in earnings (b)	17		15
Net (losses) gains recognized as regulatory assets and liabilities (a)	(33)		35
Balance at Sept. 30	$	69	$	192
	Nine Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Balance at Jan. 1	$	107	$	56
Purchases (a)	98		157
Settlements (a)	(60)		(180)
Net transactions recorded during the period:
Gains recognized in earnings (b)	15		106
Net (losses) gains recognized as regulatory assets and liabilities (a)	(91)		53
Balance at Sept. 30	$	69	$	192

(a)Relates primarily to FTR instruments administered by MISO.

(b)Relates to commodity trading and is subject to substantial offsetting losses and gains on derivative instruments categorized as levels 1 and 2 in the consolidated income statement. See above tables for the income statement impact of derivative activity, including commodity trading gains and losses.

Fair Value of Long-Term Debt

As of Sept. 30, 2023, other financial instruments for which the carrying amount did not equal fair value:

	Sept. 30, 2023				Dec. 31, 2022
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	7,329	$	5,913	$	6,942	$	5,995

Fair value of NSP-Minnesota’s long-term debt is estimated based on recent trades and observable spreads from benchmark interest rates for similar securities. Fair value estimates are based on information available to management as of Sept. 30, 2023 and Dec. 31, 2022, and given the observability of the inputs, fair values presented for long-term debt were assigned as Level 2.

8. Benefit Plans and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

	Three Months Ended Sept. 30
	2023		2022		2023		2022
(Millions of Dollars)	Pension Benefits				Postretirement Health Care Benefits
Service cost	$	5	$	6	$	—	$	—
Interest cost (a)	9		7		1		—
Expected return on plan assets (a)	(11)		(12)		—		—
Amortization of prior service credit (a)	—		—		—		(1)
Amortization of net loss (a)	3		6		—		1
Settlement charge (b)	—		29		—		—
Net periodic benefit cost	6		36		1		—
Effects of regulation	8		(32)		—		—
Net benefit cost recognized for financial reporting	$	14	$	4	$	1	$	—
	Nine Months Ended Sept. 30
	2023		2022		2023		2022
(Millions of Dollars)	Pension Benefits				Postretirement Health Care Benefits
Service cost	$	15	$	20	$	—	$	—
Interest cost (a)	27		19		2		1
Expected return on plan assets (a)	(34)		(36)		—		—
Amortization of prior service credit (a)	—		—		—		(2)
Amortization of net loss (a)	9		18		—		1
Settlement charge (b)	—		28		—		—
Net periodic benefit cost	17		49		2		—
Effects of regulation	13		(31)		—		—
Net benefit cost recognized for financial reporting	$	30	$	18	$	2	$	—

(a)The components of net periodic cost other than the service cost component are included in the line item “Other expense, net” in the consolidated statements of income or capitalized on the consolidated balance sheets as a regulatory asset.

(b)In the third quarter of 2022, as a result of lump-sum distributions during the 2022 plan year, NSP-Minnesota recorded a pension settlement charge of $29 million, which was not recognized in earnings due to the effects of rate making.

In January 2023, contributions totaling $50 million were made across Xcel Energy’s pension plans, of which $23 million was attributable to NSP-Minnesota. Xcel Energy does not expect additional pension contributions during 2023.

16

9. Commitments and Contingencies

Legal

NSP-Minnesota is involved in various litigation matters in the ordinary course of business. The assessment of whether a loss is probable or is a reasonable possibility, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. Management maintains accruals for losses probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of a reasonably possible loss in certain situations, including but not limited to when (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories.

In such cases, there is considerable uncertainty regarding the timing or ultimate resolution, including a possible eventual loss. For current proceedings not specifically reported herein, management does not anticipate that the ultimate liabilities, if any, would have a material effect on NSP-Minnesota’s consolidated financial statements. Legal fees are generally expensed as incurred.

Rate Matters and Other

NSP-Minnesota is involved in various regulatory proceedings arising in the ordinary course of business. Until resolution, typically in the form of a rate order, uncertainties may exist regarding the ultimate rate treatment for certain activities and transactions. Amounts have been recognized for probable and reasonably estimable losses that may result. Unless otherwise disclosed, any reasonably possible range of loss in excess of any recognized amount is not expected to have a material effect on the consolidated financial statements.

Sherco — In 2018, NSP-Minnesota and SMMPA (Co-owner of Sherco Unit 3) reached a settlement with GE related to a 2011 incident, which damaged the turbine at Sherco Unit 3 and resulted in an extended outage for repair. NSP-Minnesota notified the MPUC of its proposal to refund settlement proceeds to customers through the fuel clause adjustment.

In March 2019, the MPUC approved NSP-Minnesota’s settlement refund proposal. Additionally, the MPUC decided to withhold any decision as to NSP-Minnesota’s prudence in connection with the incident at Sherco Unit 3 until after conclusion of an appeal pending between GE and NSP-Minnesota’s insurers. In February 2020, the Minnesota Court of Appeals affirmed the district court’s judgment in favor of GE. In March 2020, NSP-Minnesota’s insurers filed a petition seeking additional review by the Minnesota Supreme Court. In April 2020, the Minnesota Supreme Court denied the insurers’ petition for further review, ending the litigation.

In January 2021, the OAG and DOC recommended that NSP-Minnesota refund approximately $17 million of replacement power costs previously recovered through the fuel clause adjustment. NSP-Minnesota subsequently filed its response, asserting that it acted prudently in connection with the Sherco Unit 3 outage, the MPUC has previously disallowed $22 million of related costs and no additional refund or disallowance is appropriate.

In July 2022, the MPUC referred the matter to the Office of Administrative Hearings to conduct a contested case on the prudence of the replacement power costs incurred by NSP-Minnesota. In June 2023, NSP-Minnesota and the DOC filed direct testimony. In September 2023, NSP-Minnesota, the DOC and the Office of the Attorney General filed rebuttal testimony. The DOC updated its recommendation to $56 million. A final decision by the MPUC is expected in mid-2024. A loss related to this matter is deemed remote.

MISO ROE Complaints — In November 2013 and February 2015, customer groups filed two ROE complaints against MISO TOs, which includes NSP-Minnesota and NSP-Wisconsin. The first complaint requested a reduction in base ROE transmission formula rates from 12.38% to 9.15% for the time period of Nov. 12, 2013 to Feb. 11, 2015, and removal of ROE adders (including those for RTO membership). The second complaint requested, for a subsequent time period, a base ROE reduction from 12.38% to 8.67%.

The FERC subsequently issued various related orders (including Opinion Nos. 569, 569A and 569B) related to ROE methodology/calculations and timing. NSP-Minnesota has processed refunds to customers for applicable complaint periods based on the ROE in the most recent applicable opinions.

The MISO TOs and various other parties have filed petitions for review of the FERC’s most recent applicable opinions at the D.C. Circuit. In August 2022, the D.C. Circuit ruled that FERC had not adequately supported its conclusions, vacated FERC’s related orders, and remanded the issue back to FERC for further proceedings, which remain pending. Additional exposure, if any related to this matter is expected to be immaterial.

Environmental

MGP, Landfill and Disposal Sites

NSP-Minnesota is investigating, remediating or performing post-closure actions at seven MGP, landfill or other disposal sites across its service territories.

NSP-Minnesota has recognized its best estimate of costs/liabilities from final resolution of these issues, however, the outcome and timing are unknown. In addition, there may be insurance recovery and/or recovery from other potentially responsible parties, offsetting a portion of costs incurred.

Environmental Requirements — Water and Waste

Coal Ash Regulation — NSP-Minnesota’s operations are subject to federal and state regulations that impose requirements for handling, storage, treatment and disposal of solid waste. Under the CCR Rule, utilities are required to complete groundwater sampling around their applicable landfills and surface impoundments. Currently, NSP-Minnesota has three regulated ash units in operation.

NSP-Minnesota is conducting groundwater sampling and monitoring and implementing assessment of corrective measures at certain CCR landfills and surface impoundments. No results above the groundwater protection standards in the rule were identified.

Federal Clean Water Act Section 316(b) — The Federal Clean Water Act requires the EPA to regulate cooling water intake structures to assure they reflect the best technology available for minimizing impingement and entrainment of aquatic species. NSP-Minnesota estimates capital expenditures of approximately $45 million may be required to comply with the requirements. NSP-Minnesota anticipates these costs will be recoverable through regulatory mechanisms.

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Monticello Tritium — Monticello regularly monitors onsite tritium levels (a weak radioactive isotope that is a byproduct of plant operations) from releases in groundwater monitoring wells onsite. In late 2022, Xcel Energy detected a release of tritium to groundwater and reported the event to the NRC and the State of Minnesota. Xcel Energy has completed repairs, replaced the source of the release and is in the process of mitigating the impact to groundwater, while continuing to monitor onsite wells and evaluating potential future actions for additional containment. The release does not represent a risk to human health or the environment.

Environmental Requirements — Air

Clean Air Act NOx Allowance Allocations — In June 2023, after disapproving state implementation plans, the EPA published final regulations under the "Good Neighbor" provisions of the Clean Air Act. The final rule applies to generation facilities in Minnesota, as well as other states outside of our service territory. The rule establishes an allowance trading program for NOx that will impact NSP-Minnesota’s fossil fuel-fired electric generating facilities. Applicable facilities will have to secure additional allowances, install NOx controls and/or develop a strategy of operations that utilizes the existing allowance allocations. Guidelines are also established for allowance banking and emission limit backstops.

While the financial impacts of the final rule are uncertain and dependent on market forces and anticipated generation, NSP-Minnesota anticipates the annual costs could be significant, but would be recoverable through regulatory mechanisms.

NSP-Minnesota has joined other impacted companies in litigation challenging the EPA’s disapproval of Minnesota’s state implementation plan. Currently, the regulation is under a judicial stay for Minnesota and not applicable to NSP-Minnesota until litigation concludes.

Leases

NSP-Minnesota evaluates contracts that may contain leases, including PPAs and arrangements for the use of office space and other facilities, vehicles and equipment. A contract contains a lease if it conveys the exclusive right to control the use of a specific asset.

Components of lease expense:

	Three Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Operating leases
PPA capacity payments	$	25	$	25
Other operating leases (a)	3		2
Total operating lease expense (b)	$	28	$	27

(a)Includes immaterial short-term lease expense for both 2023 and 2022.

(b)PPA capacity payments are included in electric fuel and purchased power on the consolidated statements of income. Expense for other operating leases is included in O&M expense and electric fuel and purchased power.

	Nine Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Operating leases
PPA capacity payments	$	74	$	74
Other operating leases (a)	12		6
Total operating lease expense (b)	$	86	$	80

(a)Includes short-term lease expense of $3 million and $2 million for 2023 and 2022, respectively.

(b)PPA capacity payments are included in electric fuel and purchased power on the consolidated statements of income. Expense for other operating leases is included in O&M expense and electric fuel and purchased power.

Commitments under operating leases as of Sept. 30, 2023:

(Millions of Dollars)	PPA Operating Leases		Other Operating Leases		Total Operating Leases
Total minimum obligation	$	244	$	179	$	423
Interest component of obligation	(11)		(81)		(92)
Present value of minimum obligation	$	233	$	98	331
Less current portion					(98)
Noncurrent operating lease liabilities					$	233

Variable Interest Entities

Under certain PPAs, NSP-Minnesota purchases power from IPPs for which NSP-Minnesota is required to reimburse fuel costs, or to participate in tolling arrangements under which NSP-Minnesota procures the natural gas required to produce the energy that they purchase. These specific PPAs create a variable interest in the IPP.

NSP-Minnesota had approximately 1,347 MW and 1,322 MW of capacity under long-term PPAs at Sept. 30, 2023 and Dec. 31, 2022, respectively, with entities that have been determined to be variable interest entities. NSP-Minnesota concluded that these entities are not required to be consolidated in its financial statements because it does not have the power to direct the activities that most significantly impact the entities’ economic performance. The PPAs have expiration dates through 2039.

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10. Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax:

	Three Months Ended Sept. 30, 2023						Three Months Ended Sept. 30, 2022
(Millions of Dollars)	Gains and Losses on Cash Flow Hedges		Defined Benefit Pension and Postretirement Items		Total		Gains and Losses on Cash Flow Hedges		Defined Benefit Pension and Postretirement Items		Total
Accumulated other comprehensive loss at July 1	$	(13)	$	(2)	$	(15)	$	(17)	$	(3)	$	(20)
Other comprehensive gain before reclassifications	—		—		—		—		—		—
Losses reclassified from net accumulated other comprehensive loss:
Interest rate derivatives (a)	—		1		1		—		—		—
Net current period other comprehensive income	—		1		1		—		—		—
Accumulated other comprehensive loss at Sept. 30	$	(13)	$	(1)	$	(14)	$	(17)	$	(3)	$	(20)

	Nine Months Ended Sept. 30, 2023						Nine Months Ended Sept. 30, 2022
(Millions of Dollars)	Gains and Losses on Cash Flow Hedges		Defined Benefit Pension and Postretirement Items		Total		Gains and Losses on Cash Flow Hedges		Defined Benefit Pension and Postretirement Items		Total
Accumulated other comprehensive loss at Jan. 1	$	(16)	$	(2)	$	(18)	$	(17)	$	(3)	$	(20)
Other comprehensive gain before reclassifications	3		—		3		—		—		—
Losses reclassified from net accumulated other comprehensive loss:
Interest rate derivatives (a)	—		1		1		—		—		—
Net current period other comprehensive income	3		1		4		—		—		—
Accumulated other comprehensive loss at Sept. 30	$	(13)	$	(1)	$	(14)	$	(17)	$	(3)	$	(20)

(a)Included in interest charges.

11. Segment Information

NSP-Minnesota evaluates performance based on profit or loss generated from the product or service provided. These segments are managed separately because the revenue streams are dependent upon regulated rate recovery, which is separately determined for each segment.

NSP-Minnesota has the following reportable segments:

•Regulated Electric — The regulated electric utility segment generates electricity which is transmitted and distributed in Minnesota, North Dakota and South Dakota. In addition, this segment includes sales for resale and provides wholesale transmission service to various entities in the United States. The regulated electric utility segment also includes NSP-Minnesota’s wholesale commodity and trading operations.

•Regulated Natural Gas — The regulated natural gas utility segment transports, stores and distributes natural gas in portions of Minnesota and North Dakota.

NSP-Minnesota also presents All Other, which includes operating segments with revenues below the necessary quantitative thresholds. Those operating segments primarily include appliance repair services, non-utility real estate activities and revenues associated with processing solid waste into refuse-derived fuel.

Asset and capital expenditure information is not provided for NSP-Minnesota’s reportable segments. As an integrated electric and natural gas utility, NSP-Minnesota operates significant assets that are not dedicated to a specific business segment. Reporting assets and capital expenditures by business segment would require arbitrary and potentially misleading allocations, which may not necessarily reflect the assets that would be required for the operation of the business segments on a stand-alone basis.

Certain costs, such as common depreciation, common O&M expenses and interest expense are allocated based on cost causation allocators across each segment. In addition, a general allocator is used for certain general and administrative expenses, including office supplies, rent, property insurance and general advertising.

NSP-Minnesota’s segment information:

	Three Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Regulated Electric
Total revenues (a)	$	1,513	$	1,730
Net income	263		275
Regulated Natural Gas
Operating revenues (b)	$	65	$	102
Intersegment revenue	1		—
Total revenues	$	66	$	102
Net loss	(8)		(12)
All Other
Total revenues	$	13	$	12
Net income	5		6
Consolidated Total
Operating revenues (a)(b)	$	1,592	$	1,844
Reconciling eliminations	(1)		—
Total operating revenues	$	1,591	$	1,844
Net income	260		269

(a)    Operating revenues include $130 million and $132 million of affiliate electric revenue for the three months ended Sept. 30, 2023 and 2022.

(b)    Operating revenues include an immaterial amount of affiliate gas revenue for the three months ended Sept. 30, 2023 and 2022.

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	Nine Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Regulated Electric
Total revenues (a)	$	3,958	$	4,308
Net income	508		486
Regulated Natural Gas
Operating revenues (b)	$	563	$	703
Intersegment revenue	2		1
Total revenues	$	565	$	704
Net income	13		21
All Other
Total revenues	$	35	$	33
Net income	5		7
Consolidated Total
Operating revenues (a)(b)	$	4,558	$	5,045
Reconciling eliminations	(2)		(1)
Total operating revenues	$	4,556	$	5,044
Net income	526		514

(a)    Operating revenues include $368 million and $394 million of affiliate electric revenue for the six months ended Sept. 30, 2023 and 2022.

(b)    Operating revenues include an immaterial amount of affiliate gas revenue for the nine months ended Sept. 30, 2023 and 2022.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion of financial condition and liquidity for NSP-Minnesota is omitted per conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management’s narrative analysis of the results of operations set forth in General Instruction H(2)(a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Non-GAAP Financial Measures

The following discussion includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures such as ongoing earnings. Generally, a non-GAAP financial measure is a measure of a company’s financial performance, financial position or cash flows that adjusts measures calculated and presented in accordance with GAAP.

NSP-Minnesota’s management uses non-GAAP measures for financial planning and analysis, for reporting of results to the Board of Directors, in determining performance-based compensation, and communicating its earnings outlook to analysts and investors. Non-GAAP financial measures are intended to supplement investors’ understanding of our performance and should not be considered alternatives for financial measures presented in accordance with GAAP. These measures are discussed in more detail below and may not be comparable to other companies’ similarly titled non-GAAP financial measures.

Earnings Adjusted for Certain Items (Ongoing Earnings)

Ongoing earnings reflect adjustments to GAAP earnings (net income) for certain items.

We use this non-GAAP financial measure to evaluate and provide details of NSP-Minnesota’s core earnings and underlying performance. We believe this measurement is useful to investors to evaluate the actual and projected financial performance and contribution of NSP-Minnesota. For the three and nine months ended Sept. 30, 2023 and 2022, there were no such adjustments to GAAP earnings and therefore GAAP earnings equal ongoing earnings.

Results of Operations

NSP-Minnesota’s net income was approximately $526 million for the nine months ended Sept. 30, 2023 compared with approximately $514 million for the prior year. The increase is primarily driven by increased recovery of electric infrastructure investments, partially offset by higher O&M expenses, interest charges and unfavorable weather.

Electric Margin

Electric margin is presented as electric revenues less electric fuel and purchased power expenses. Expenses incurred for electric fuel and purchased power are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.

Electric revenues and fuel and purchased power expenses are impacted by fluctuations in the price of natural gas, coal and uranium. However, these price fluctuations generally have minimal earnings impact due to fuel recovery mechanisms. In addition, electric customers receive a credit for PTCs generated, which reduce electric revenue and income taxes.

Electric revenues, fuel and purchased power and margin:

	Nine Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Electric revenues	$	3,958	$	4,308
Electric fuel and purchased power	(1,593)		(1,857)
Electric margin	$	2,365	$	2,451

(Millions of Dollars)	Nine Months Ended Sept. 30, 2023 vs. 2022
Conservation and demand side revenues (offset in expense)	$	(49)
Regulatory rate outcomes (Minnesota, South Dakota) (a)	(45)
PTCs flowed back to customers (offset by lower ETR)	(19)
Wholesale transmission (net)	(13)
Non-fuel riders	52
Sales and demand (net) (b)	11
Other (net)	(23)
Total decrease	$	(86)

(a)Decrease primarily relates to the Minnesota Electric Rate Case (approximately $60 million — see Public Utility Regulation). Reduced electric margin was offset by corresponding reductions in depreciation expense, taxes (other than income taxes) and other items.

(b)Sales excludes weather impact, net of sales true-up mechanism in Minnesota.

Natural Gas Margin

Natural gas margin is presented as natural gas revenues less the cost of natural gas sold and transported. Expenses incurred for the cost of natural gas sold are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.

Natural gas expense varies with changing sales and the cost of natural gas. However, fluctuations in the cost of natural gas generally have minimal earnings impact due to cost recovery mechanisms.

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Natural gas revenues, cost of natural gas sold and transported and margin:

	Nine Months Ended Sept. 30
(Millions of Dollars)	2023		2022
Natural gas revenues	$	563	$	703
Cost of natural gas sold and transported	(364)		(510)
Natural gas margin	$	199	$	193

(Millions of Dollars)	Nine Months Ended Sept. 30, 2023 vs. 2022
Estimated impact of weather	$	(7)
Infrastructure and integrity riders	3
Other (net)	10
Total	$	6

Non-Fuel Operating Expenses and Other Items

O&M Expenses — O&M expenses increased $42 million year-to-date. The increase is primarily due to generation outages; additional bad debt expenses; and the impact of inflationary pressures, including labor increases.

Depreciation and Amortization — Depreciation and amortization expense decreased $46 million year-to-date. The decrease was primarily due to depreciation life extensions implemented in the Minnesota Electric Rate Case, partially offset by system expansion.

Taxes (other than Income Taxes) — Taxes decreased $38 million year-to-date. The decrease is primarily associated with of deferrals related to the Minnesota Electric Rate Case.

Interest Charges — Interest charges increased $25 million year-to-date, largely due to higher interest rates and increased long-term debt levels to fund capital investments.

Public Utility Regulation and Other

The FERC and various state and local regulatory commissions regulate NSP-Minnesota. NSP-Minnesota is subject to rate regulation by state utility regulatory agencies, which have jurisdiction with respect to the rates of electric and natural gas distribution companies in Minnesota, North Dakota and South Dakota.

Rates are designed to recover plant investment, operating costs and an allowed return on investment. NSP-Minnesota requests changes in utility rates through commission filings. Changes in operating costs can affect NSP-Minnesota’s financial results, depending on the timing of rate cases and implementation of final rates. Other factors affecting rate filings are new investments, sales, conservation and demand side management efforts, and the cost of capital.

In addition, the regulatory commissions authorize the ROE, capital structure and depreciation rates in rate proceedings. Decisions by these regulators can significantly impact NSP-Minnesota’s results of operations.

Except to the extent noted below, the circumstances set forth in Public Utility Regulation included in Item 7 of NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2022 appropriately represent, in all material respects, the current status of public utility regulation and are incorporated herein by reference.

Upcoming, Pending and Recently Concluded Regulatory Proceedings

2022 Minnesota Electric Rate Case — In October 2021, NSP-Minnesota filed a three-year electric rate case with the Minnesota Public Utilities Commission (MPUC). The rate request was based on a ROE of 10.2%, a 52.5% equity ratio and forward test years. In December 2021, the MPUC approved interim rates, subject to refund, of $247 million, effective Jan. 1, 2022. In November 2022, NSP-Minnesota revised its rate request to $498 million over three years.

In July 2023, the MPUC approved a three-year rate increase of approximately $316 million for 2022-2024, based on a ROE of 9.25% and an equity ratio of 52.5%. The MPUC also approved a continuation of the sales true-up mechanism.

In October 2023, the MPUC denied NSP-Minnesota’s request for reconsideration of certain aspects of the decision. NSP-Minnesota plans to file an appeal of the decision to the Minnesota Court of Appeals in November 2023.

Interim rate refunds are scheduled to begin in the first quarter of 2024.

2024 Minnesota Natural Gas Rate Case — NSP-Minnesota plans to file a request with the MPUC for an annual natural gas rate case in November 2023.

2022 Minnesota Electric Vehicle Proposal — In August 2022, NSP-Minnesota filed a request with the MPUC for approval of approximately $320 million of capital investments (2022 through 2026) to support a public charging network, electric school bus pilot, and other expansions and modifications to its residential and commercial electric vehicle programs.

In June 2023, NSP-Minnesota filed to withdraw its request, which the MPUC approved in August.

2022 Upper Midwest IRP Resource Acquisition

Following the MPUC’s approval of NSP-Minnesota and NSP-Wisconsin’s latest IRP in April 2022, NSP-Minnesota and NSP-Wisconsin have been engaged in multiple resource acquisition processes and proceedings to meet the need identified in the IRP.

•In August 2022, NSP-Minnesota and NSP-Wisconsin jointly filed an RFP seeking at least 900 MW of solar or solar plus storage capacity. In May 2023, NSP-Minnesota filed a recommended portfolio, which proposed an additional 250 MW of self-build solar generation at the site of our retiring Sherco coal units and a 100 MW solar PPA located in Wisconsin as part of the resource plan RFP. In September 2023, the MPUC approved the request, subject to a cost cap based on projected costs for the Sherco solar project.

•In the second quarter of 2023, NSP-Minnesota initiated the process with the MPUC for acquisition of 800 MW of firm dispatchable resources. NSP-Minnesota and other companies can submit proposed resources by January 2024. NSP-Minnesota expects a decision by the fourth quarter of 2024.

•In October 2023, NSP-Minnesota issued an RFP seeking approximately 1,200 MW of wind development assets to replace capacity and reutilize interconnection rights associated with the company’s retiring Sherco coal facilities. The RFP is scheduled to close in December 2023 and the Company expects to file for approval of recommended projects when contract negotiations with selected bidders are complete by mid-2024.

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Nuclear Power Operations

NSP-Minnesota owns two nuclear generating plants: the Monticello plant and the Prairie Island plant. See Note 10 to the consolidated financial statements of NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2022 for further information. The circumstances set forth in Nuclear Power Operations included in Item 7 of NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2022, appropriately represent, in all material respects, the current status of nuclear power operations.

Other

Supply Chain

NSP-Minnesota’s ability to meet customer energy requirements, respond to storm-related disruptions and execute our capital expenditure program are dependent on maintaining an efficient supply chain. Manufacturing processes have experienced disruptions related to scarcity of certain raw materials and interruptions in production and shipping. These disruptions have been further exacerbated by inflationary pressures, labor shortages and the impact of international conflicts/issues. NSP-Minnesota continues to monitor the situation as it remains fluid and seeks to mitigate the impacts by securing alternative suppliers, modifying design standards, and adjusting the timing of work.

Electric Meters and Transformers

Supply chain issues associated with semi-conductors have delayed the availability of advanced infrastructure meters, which led to a reduced number of meters deployed in 2022. While there have been improvements in the 2023 deployment plan, the supply chain challenges persist. As a result of delays, NSP-Minnesota projects impacts to deployment schedules into 2025.

Additionally, the availability of certain transformers is an industry-wide issue that has significantly impacted and in some cases may result in delays in projects and new customer connections. Proposed governmental actions related to transformer efficiency standards may compound these delays in the future. NSP-Minnesota continues to seek alternative suppliers and prioritize work plans to mitigate impacts of supply constraints.

Solar Resources

In August 2023, the U.S. Department of Commerce completed its anti-circumvention investigation and concluded that CSPV solar panels and cells imported from Malaysia, Vietnam, Thailand, and Cambodia would be subject to incremental tariffs ranging from 50% to 250%. These countries account for more than 80% of CSPV panel imports.

An interim stay on tariffs remains in effect until June 2024 and many significant solar projects have resumed with modified costs and projected in-service dates, including the Sherco Solar facility. Further policy action, a change in the interim stay of tariffs, or other restrictions on solar imports (e.g., as a result of implementation of the Uyghur Forced Labor Protection Act) or disruptions in solar imports from key suppliers could impact project timelines and costs.

Environmental

Clean Air Act

Power Plant Greenhouse Gas Regulations — In May 2023, the EPA published proposed rules addressing control of CO2 emissions from the power sector. The rule proposed regulations for new natural gas generating units under Clean Air Act Section 111(b) and emission guidelines for existing coal and certain natural gas generation under Clean Air Act

Section 111(d). The proposed rules create subcategories of coal units based on planned retirement date and subcategories of natural gas combustion turbines and combined cycle units based on utilization. The CO2 control requirements vary by subcategory. Until final rules are issued, it is not certain what the impact will be on NSP-Minnesota. NSP-Minnesota believes that the cost of these initiatives or replacement generation would be recoverable through rates based on prior state commission practices.

Coal Ash Regulation

In May 2023, the EPA published proposed rules to regulate legacy CCR surface impoundments at inactive facilities and previously exempt areas where CCR was placed directly on land at regulated CCR facilities under the CCR Rule for the first time. The proposed rule would subject these areas to the CCR Rule requirements, including groundwater monitoring, corrective action, closure, and post-closure care requirements, among other requirements, with several of the deadlines accelerated.

The EPA has committed to a May 2024 effective date for those new rules. It is also anticipated that the EPA may issue other CCR proposed rules in 2023 that further expand the scope of the CCR Rule. Until final rules are issued, it is not certain what the impact will be on NSP-Minnesota. NSP-Minnesota believes that the cost of these initiatives would be recoverable through rates based on prior state commission practices.

Emerging Contaminants of Concern

PFAS are man-made chemicals that are widely used in consumer products and can persist and bio-accumulate in the environment. NSP-Minnesota does not manufacture PFAS but because PFAS are so ubiquitous in products and the environment, it may impact our operations.

In September 2022, the EPA proposed to designate two types of PFAS as “hazardous substances” under the CERCLA.

In March 2023, the EPA published a proposed rule that would establish enforceable drinking water standards for certain PFAS chemicals.

NSP-Minnesota provided comments related to both efforts described above through its regulatory coalitions. Final rules are expected in 2024. Costs are uncertain until a final rule is published.

The proposed rules could result in new obligations for investigation and cleanup. NSP-Minnesota is monitoring changes to state laws addressing PFAS. The impact of these proposed regulations is uncertain.

Effluent Limitation Guidelines

In March 2023, the EPA released a proposed rule under the Clean Water Act, setting forth proposed Effluent Limitations Guidelines and Standards for steam generating coal plants. This proposed rule establishes more stringent wastewater discharge standards for bottom ash transport water, flue-gas desulfurization wastewater, and combustion residuals leachate from steam electric power plants, particularly coal-fired power plants. Comments to the proposed regulations were submitted on May 30, 2023. The impact of these proposed regulations is uncertain until a final rule is published

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Nuclear Fuel Supply

NSP-Minnesota has contracted for its 2023, 2024 and 2025 enriched nuclear material requirements, which are in various stages of processing in Canada, Europe and the United States. NSP-Minnesota is scheduled to take delivery of approximately 28% of its average enriched nuclear material requirements from Russia through 2030. Given the evolving situation in Ukraine and its global impacts, NSP-Minnesota has entered into additional new contracts that cover potential supply interruptions of nuclear material from Russia.

ITEM 4 — CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

NSP-Minnesota 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 CEO and CFO, allowing timely decisions regarding required disclosure.

As of Sept. 30, 2023, based on an evaluation carried out under the supervision and with the participation of NSP-Minnesota’s management, including the CEO and CFO, of the effectiveness of its disclosure controls and procedures, the CEO and CFO have concluded that NSP-Minnesota’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

No changes in NSP-Minnesota’s internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, NSP-Minnesota’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

NSP-Minnesota is involved in various litigation matters in the ordinary course of business. The assessment of whether a loss is probable or is a reasonable possibility, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. Management maintains accruals for losses probable of being incurred and subject to reasonable estimation.

Management is sometimes unable to estimate an amount or range of a reasonably possible loss in certain situations, including but not limited to, when (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the 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.

For current proceedings not specifically reported herein, management does not anticipate that the ultimate liabilities, if any, would have a material effect on NSP-Minnesota’s consolidated financial statements. Legal fees are generally expensed as incurred.

See Note 9 to the consolidated financial statements and Part I Item 2 for further information.

ITEM 1A — RISK FACTORS

NSP-Minnesota’s risk factors are documented in Item 1A of Part I of its Annual Report on Form 10-K for the year ended Dec. 31, 2022, which is incorporated herein by reference. There have been no material changes from the risk factors previously disclosed in the Form 10-K.

ITEM 5 — OTHER INFORMATION

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended Sept. 30, 2023.

ITEM 6 — EXHIBITS

* Indicates incorporation by reference

Exhibit Number	Description	Report or Registration Statement	Exhibit Reference
3.01*	Articles of Incorporation and Amendments of Northern Power Corp. (renamed NSP-Minnesota on Aug. 21, 2000)	NSP-Minnesota Form 10-12G dated Oct. 5, 2000	3.01
3.02*	Amended and Restated Bylaws of NSP-Minnesota, dated Jan. 25, 2019	NSP-Minnesota Form 10-K for the year ended Dec. 31, 2018	3.02
31.01	Principal Executive Officer’s certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Principal Financial Officer’s certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Schema
101.CAL	Inline XBRL Calculation
101.DEF	Inline XBRL Definition
101.LAB	Inline XBRL Label
101.PRE	Inline XBRL Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Northern States Power Company (a Minnesota corporation)
10/27/23	By:	/s/ BRIAN J. VAN ABEL
		Brian J. Van Abel
		Executive Vice President, Chief Financial Officer
		(Principal Accounting Officer and Principal Financial Officer)

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