S-8

As filed with the Securities and Exchange Commission on February 28, 2019

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

XCEL ENERGY INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0448030
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
414 Nicollet Mall Minneapolis, Minnesota	55401
(Address of registrant’s principal executive offices)	(Zip code)

Xcel Energy 401(k) Savings Plan

New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for

Bargaining Unit Employees and Former Non-Bargaining Unit Employees

New Century Energies, Inc. Employee Investment Plan for

Bargaining Unit Employees and Former Non-Bargaining Unit Employees

Nuclear Management Company, LLC NMC Savings and Retirement Plan

(Full title of the plan)

ROBERT FRENZEL

Executive Vice President and Chief Financial Officer

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

(612) 330-5500

(Names and address, including zip code, and telephone number, including area code, of agents for service)

Copy to:

SCOTT WILENSKY

Executive Vice President and General Counsel

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

(612) 330-5500

(Name and address of agent for service)

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 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered (1)	Amount to Be Registered (2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (2)
Common stock, par value $2.50 per share	2,868,000 shares	$54.26	$155,617,680	$18,860.87

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2) Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also covers such additional shares of common stock that may become issuable pursuant to the anti-dilution provisions of the employee benefit plans described herein. This registration statement on Form S-8 is being filed for the purpose of registering an additional 1,943,000 shares under the Xcel Energy 401(k) Savings Plan, an additional 508,000 shares under the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, an additional 341,000 under the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees; and an additional 76,000 shares under the Nuclear Management Company, LLC NMC Savings and Retirement Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices per share of the Registrant’s Common Stock as reported on the Nasdaq on February 21, 2019.

This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed for the purpose of registering an additional 2,868,000 shares of the Registrant’s Common Stock to be issued pursuant to Xcel Energy’s 401(k) plans (the “New Shares”), with 1,943,000 of these New Shares being authorized for issuance under the Xcel Energy 401(k) Savings Plan (the “401(k) Plan”); 508,000 of these New Shares being authorized for issuance under the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (the “Employees’ Savings and Stock Ownership Plan”); 341,000 of these New Shares being authorized for issuance under the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (the “Employee Investment Plan”); and 76,000 of these New Shares being authorized for issuance under the Nuclear Management Company, LLC NMC Savings and Retirement Plan (the “NMC Savings and Retirement Plan,” together with the 401(k) Plan, the Employees’ Savings and Stock Ownership Plan, and the Employee Investment Plan, the “Plans”). In accordance with Section E of the General Instructions to Form S-8, the contents of Xcel Energy Inc.’s (the “Company” or the “Registrant”) registration statements on Form S-8 (Registration Nos. 333-185610, 333-213382, and 333-186856), including the post-effective amendments thereto are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Xcel Energy Inc. (“Xcel Energy”) with the Securities and Exchange Commission are incorporated herein by reference:

(1) Xcel Energy’s Annual Report on Form 10-K for the year ended December 31, 2018;

(2) the Plans’ Annual Reports on Form 11-K for the year ended December 31, 2017;

(3) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since February 22, 2019 (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules); and

(4) the description of the Company’s common stock contained in Xcel Energy’s Current Report on Form 8-K filed on March 13, 2002, our Forms 8-K filed with the SEC on February 18, 2016 and August 14, 2008, which describe certain amendments to our Restated Bylaws (“Bylaws”), our Form 8-K filed with the SEC on December 12, 2008 describing the termination of the Stockholder Protection Rights Agreement dated as of December 13, 2000, between us and The Bank of New York Mellon, as successor rights agent, our Form 8-K filed with the SEC on May 18, 2012, which described amendments to the voting rights of our common stock holders to eliminate cumulative voting, and our Form 8-K filed with the SEC on December 19, 2017 which describes the transfer in our primary listing exchange.

All documents subsequently filed by Xcel Energy and the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all the securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the respective dates of filing of such documents.

Item 5. Interests of Named Experts and Counsel

Scott Wilensky, Executive Vice President and General Counsel of the Registrant, will pass upon the validity of the offered securities. Mr. Wilensky is eligible to participate in certain of the Plans. Mr. Wilensky is the beneficial owner of less than 1% of the Registrant’s Common Stock.

Item 8. Exhibits

Exhibit Number	Description
5.01	Opinion of Counsel regarding legality of shares
23.01	Consent of Deloitte & Touche LLP
23.02	Consent of Counsel (included in Exhibit 5.01)
24.01	Powers of Attorney
99.01*	Xcel Energy 401(k) Savings Plan (as amended and restated effective as of Jan. 1, 2015) (Exhibit 99.01 to Form S-8 of Xcel Energy filed August 30, 2016, file number 333-213382)
99.02	First Amendment to the Xcel Energy 401(k) Savings Plan, dated December 11, 2016
99.03	Second Amendment to the Xcel Energy 401(k) Savings Plan, dated December 21, 2017
99.04*	New Century Energies, Inc. Employees Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2015, with certain retroactive amendments) (Exhibit 99.02 to Form S-8 of Xcel Energy filed August 30, 2016, file number 333-213382)

99.05	First Amendment to New Century Energies, Inc. Employees Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, dated Dec. 21, 2017
99.07*	New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2015, with certain retroactive amendments) (Exhibit 99.03 to Form S-8 of Xcel Energy filed August 30, 2016, file number 333-213382)
99.08	First Amendment to New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, dated Jan. 1, 2015
99.09	Second Amendment to New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, dated Dec. 21, 2017
99.10*	Nuclear Management Company, LLC NMC Savings and Retirement Plan (as amended and restated effective as of Jan. 1, 2015) (Exhibit 99.01 to post-effective amendment to Form S-8 of Xcel Energy filed August 30, 2016, file number 333-185610)
99.11	First Amendment to the Nuclear Management Company, LLC NMC Savings and Retirement Plan, dated Jan. 1, 2015
99.12	Second Amendment to the Nuclear Management Company, LLC NMC Savings and Retirement Plan, dated Dec. 21, 2017

* Incorporated by reference

The Registrant undertakes that it will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 28th day of February, 2019.

Xcel Energy Inc.
By:	/s/ Robert Frenzel
	Robert Frenzel
	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date listed above:

Signature	Title
* Ben Fowke	Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)
/s/ Robert Frenzel Robert Frenzel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Jeffrey S. Savage Jeffrey S. Savage	Senior Vice President and Controller (Principal Accounting Officer)
* Lynn Casey	Director
* Richard K. Davis	Director
* Richard T. O’Brien	Director
* David K. Owens	Director
* Christopher J. Policinski	Director

* James T. Prokopanko	Director
* A. Patricia Sampson	Director
* James J. Sheppard	Director
* David A Westerlund	Director
* Kim Williams	Director
* Timothy V. Wolf	Director
* Daniel Yohannes	Director

*	By:	/s/ Robert Frenzel
		Robert Frenzel
		Attorney-in Fact

The 401(k) Plan

The undersigned is a member of the Committee having the responsibility for the administration of the 401(k) Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the 401(k) Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 28, 2019.

XCEL ENERGY 401(K) SAVINGS PLAN
By:	/s/ Jeffrey S. Savage
Name:	Jeffrey S. Savage
Title:	Pension Trust Administration Committee

The Employees’ Savings and Stock Ownership Plan

The undersigned is a member of the Committee having the responsibility for the administration of the Employees’ Savings and Stock Ownership Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Employees’ Savings and Stock Ownership Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 28, 2019.

NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
By:	/s/ Jeffrey S. Savage
Name:	Jeffrey S. Savage
Title:	Pension Trust Administration Committee

The Employee Investment Plan

The undersigned is a member of the Committee having the responsibility for the administration of the Employee Investment Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the Employee Investment Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 28, 2019.

NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
By:	/s/ Jeffrey S. Savage
Name:	Jeffrey S. Savage
Title:	Pension Trust Administration Committee

NMC Savings and Retirement Plan

The undersigned is a member of the Committee having the responsibility for the administration of the NMC Savings and Retirement Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the NMC Savings and Retirement Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on February 28, 2019.

NUCLEAR MANAGEMENT COMPANY, LLC NMC SAVINGS AND RETIREMENT PLAN
By:	/s/ Jeffrey S. Savage
Name:	Jeffrey S. Savage
Title:	Pension Trust Administration Committee

EX-5.01

Exhibit 5.01

           Scott Wilensky Executive Vice President and General Counsel   401 Nicollet Mall, 9^th Floor Minneapolis, Minnesota 55401 Phone: 612.330.5942 Fax: 612.215.4504

February 28, 2019

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

Re: 2,868,000 Shares of Common stock, issued pursuant to Xcel Energy 401(k) Savings Plan, New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, and Nuclear Management Company, LLC NMC Savings and Retirement Plan (the “Plans”)

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of Xcel Energy Inc., a Minnesota corporation (the “Company”), and, as such, I and the attorneys that I supervise have acted as counsel for the Company in the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the proposed issuance of the Company’s Common Stock (the “Shares”).

For purposes of this opinion letter, I, or attorneys that I supervise, have examined or are otherwise familiar with the Amended and Restated Articles of Incorporation of the Company, the amended By-Laws of the Company, the Registration Statement, certain resolutions of the Board of Directors of the Company authorizing the Registration Statement with respect to the Shares to be issued under the Plans and such other documents, records and instruments as have deemed necessary or appropriate for the purposes of this opinion letter.

Based on the foregoing, I am of the opinion that (a) the Shares have been duly authorized by all requisite corporate action and (b) when and if issued in accordance with the terms of the Plans, the Shares will be legally issued, fully paid and nonassessable.

Xcel Energy Inc.

February 28, 2019

Page 2

I express no opinion as to the laws of any jurisdiction other than the laws of the State of Minnesota and the federal laws of the United States of America. The opinions herein expressed are limited to the specific issues addressed and to the laws existing on the date hereof. By rendering this opinion letter, I do not undertake to advise you with respect to any other matter or any change in such laws or the interpretation thereof that may occur after the date hereof.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement without implying or admitting that I am an “expert” within the meaning of Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

[Signature Page Follows]

Xcel Energy Inc.

February 28, 2019

Signature Page

Very truly yours,

/s/ Scott Wilensky

Scott Wilensky

Executive Vice President and General Counsel

EX-23.01

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Xcel Energy Inc. and the effectiveness of Xcel Energy Inc.‘s internal control over financial reporting dated February 22, 2019 appearing in the Annual Report on Form 10-K of Xcel Energy Inc. for the year ended December 31, 2018, and our reports dated June 28, 2018 appearing in the Annual Reports on Form 11-K of the Xcel Energy 401(k) Savings Plan, the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees, and the Nuclear Management Company, LLC Savings and Retirement Plan for the year ended December 31, 2017.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

February 28, 2019

EX-24.01

Exhibit 24.01

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Ben Fowke

Ben Fowke

Chairman, President, Chief Executive Officer and Director

1

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Lynn Casey

Lynn Casey

Director

2

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Richard K. Davis

Richard K. Davis

Director

3

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Richard T. O’Brien

Richard T. O’Brien

Director

4

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ David K. Owens

David K. Owens

Director

5

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Christopher J. Policinski

Christopher J. Policinski

Director

6

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ James Prokopanko

James Prokopanko

Director

7

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ A. Patricia Sampson

A. Patricia Sampson

Director

8

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ James J. Sheppard

James J. Sheppard

Director

9

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ David A. Westerlund

David A. Westerlund

Director

10

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Kim Williams

Kim Williams

Director

11

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Timothy V. Wolf

Timothy V. Wolf

Director

12

POWER OF ATTORNEY

The undersigned director and/or officer of Xcel Energy Inc., a Minnesota corporation (the “Company”), does hereby make, constitute and appoint BEN FOWKE, ROBERT C. FRENZEL and SCOTT WILENSKY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director and/or officer of said Company to one or more Registration Statements on Form S-3 Registration Statements (or such other appropriate form) and all amendments, including post-effective amendments, thereto, and to one or more Registration Statements on Form S-8 (or other such applicable forms) and all amendments, including post-effective amendments, thereto, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, to be filed by the Company with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the issuance and sale debt, equity or other securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2019.

/s/ Daniel Yohannes

Daniel Yohannes

Director

13

EX-99.02

Exhibit 99.02

FIRST AMENDMENT TO THE

XCEL ENERGY 401(k) SAVINGS PLAN

(As Amended and Restated Effective January 1, 2015)

Pursuant to Section 12.1 of the Xcel Energy 401(k) Savings Plan (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2017, in the following respects:

I.

Section 4.1(a) is hereby amended by adding the text “and the provisions of subsection (e) below,” following the language “Subject to the limitations set forth herein,”.

II.

Section 4.1(a)(1) is hereby amended to replace the language “, not in excess of 4% of the Participant’s Covered Compensation” with “up to the first 8% of a Participant’s Covered Compensation, for a maximum Matching Contribution of 4% of the Participant’s Covered Compensation.”

III.

Section 4.1(e) is hereby amended in its entirety, to read as follows:

(e)    Notwithstanding the foregoing, and effective on and after January 1, 2017 for bargaining employees participating in the Plan, designated officers of the Company may increase or decrease once each year the contribution percentages set forth in subsection (a) above based on profitability or such other reasons that they deem appropriate, provided that such increase or decrease does not exceed 1% of Participants’ Covered Compensation for the applicable year. Moreover, designated officers of the Company may increase or decrease once each year the maximum dollar amounts set forth in subsection (a) above as they deem appropriate, provided that such increase or decrease does not exceed 50% of the dollar amount in effect for the previous year. Any increase or decrease under this subsection shall be effective before the end of the Plan Year to which said increase or decrease applies.

Effective on and after January 1, 2017 for all non-bargaining employees participating in the Plan, designated officers of the Company may increase or decrease once each year (at any time prior to or during the Plan Year) any of the Matching Contribution percentages set forth in subsection (a) above based on profitability or such other reasons that they deem appropriate. For example, and not to be construed as limiting the discretion provided to the designated officers of the Company under this subsection (e), the Company may decide that the match rate of 50% of the first 8% of Participant’s Covered Compensation for the year will be decreased to 50% of the first 4% of Participant’s Covered Compensation, or alternatively, that the match rate would be decreased to 25% of the first 8% of Participant’s Covered Compensation. Moreover, designated officers of the Company may increase or decrease once each year the maximum dollar amounts set forth in subsection (a) above as they deem appropriate. Any increase or decrease under this subsection shall be effective before the end of the Plan Year to which said increase or decrease applies.

Xcel Energy Inc.

/s/ Marvin E. McDaniel		/s/ Jeffrey S. Savage
By:	Marvin E. McDaniel	By:	Jeffrey S. Savage
Date:	12/11/16	Date:	12/11/16

EX-99.03

Exhibit 99.03

SECOND AMENDMENT TO THE

XCEL ENERGY 401(k) SAVINGS PLAN

(As Amended and Restated Effective January 1, 2015)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 12.1 of the Xcel Energy 401(k) Savings Plan (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2018, in the following respects:

Section 1.53 “Valuation Date” is amended in its entirety to read as follows:

1.53    “Valuation Date” The term “Valuation Date” means each day the Nasdaq Stock Market, the New York Stock Exchange or other national securities exchange as may at the time be the principal market for Xcel Energy Inc. common stock is open.

IN WITNESS WHEREOF, Xcel Energy Inc. a Minnesota corporation has caused this Amendment to be signed by its duly authorized officers this 21^st day of December, 2017.

/s/ Brian Van Abel
Print Name	Brian Van Abel
Title	VP & Treasurer
/s/ Jeffrey S. Savage
Print Name	Jeffrey S. Savage
Title	SVP & Controller

EX-99.05

Exhibit 99.05

FIRST AMENDMENT TO THE

NEW CENTURY ENERGIES, INC.

EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR BARGAINING

UNIT EMPLOYEES AND FORMER

NON-BARGAINING UNIT EMPLOYEES

(As Amended and Restated Effective January 1, 2015

But With Certain Retroactive Amendments)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 10.01 of the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (As Amended and Restated Effective January 1, 2015 But With Certain Retroactive Amendments) (the “Plan”), the Plan shall be amended effective as of January 1, 2018, in the following respects to read as follows:

1. Section 1.48 Valuation Date, is hereby amended in its entirety to read as follows:

1.48    “Valuation Date” The term “Valuation Date” means each day the Nasdaq Stock Exchange, the New York Stock Exchange or other national securities exchange as may at the time be the principal market for Xcel Energy Inc. common stock is open.

IN WITNESS WHEREOF, Xcel Energy Inc. a Minnesota corporation has caused this Amendment to be signed by its duly authorized officers this 21^st day of December, 2017.

/s/ Brian Van Abel
Print Name	Brian Van Abel
Title	VP & Treasurer
/s/ Jeffrey S. Savage
Print Name	Jeffrey S. Savage
Title	SVP & Controller

EX-99.08

Exhibit 99.08

FIRST AMENDMENT TO THE

NEW CENTURY ENERGIES, INC.

EMPLOYEE INVESTMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AND FORMER

NON-BARGAINING UNIT EMPLOYEES

(As Amended and Restated Effective January 1, 2015)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 16.01 of the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2015, or as may be indicated in the respective amendments, in the following respects.

1. Table of Contents, page iii, ARTICLE XI, PAYMENT OF BENEFITS, is revised to conform to the amended sections in the Plan, as follows:

11.01     Distribution Options

11.02     Distribution Options upon Death

11.03     Amount of Distribution

11.04     Participant’s Right to Consent to Distributions

11.05     Time When Distributions Must Commence

11.06     Special Distribution Rules

11.07     Direct Rollovers

2. Section 3.10, Periods of Military Service, is hereby amended in its entirety to read as follows:

3.10 Periods of Military Service.

Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u). Effective for deaths occurring on and after January 1, 2007 while performing qualified military service, the beneficiaries of such deceased participant shall be entitled to any additional benefits (other than contributions related to the period of qualified military service, but including any vesting service credit for such period and any ancillary life insurance or other survivor benefits) that would have been provided under the Plan had the participant resumed employment on the day preceding the participant’s death and then terminated employment on account of death, as provided in Code Section 401(a)(37).

3. Section 11.01, Distribution Options, is hereby amended by the addition of the new final sentence in subsection (b), to read as follows:

Any installment distribution under (a)(2) above, where all or part of the Account consists of an ESOP Account, may not be paid over a period of longer than five years.

4. Section 11.07, Direct Rollover, subsection (b)(3), is amended in its entirety to read as follows:

A “Distributee” includes an Employee or a former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the surviving spouse or former spouse. For distributions after December 31, 2006 to a non-spouse designated beneficiary, the distribution can only be transferred to a traditional or Roth IRA, treated as an inherited IRA, established on behalf of the non-spouse designated beneficiary for the purpose of receiving the distribution.

5. Section 21.04(1)(a) is hereby amended in its entirety to read as follows:

(a) The Company shall establish a separate Suspense Account for shares of Company Stock acquired with each Promissory Note. The earnings, including cash dividends paid on the allocated and unallocated shares of Company Stock acquired with indebtedness represented by a Promissory Note shall be accounted for separately from the other assets of the Trust Fund and shall be used to pay interest and/or principal on the Promissory Note until the Promissory Note has been retired. To the extent that cash dividends on allocated shares of Company Stock are used to repay an exempt loan, then Participants must also receive a corresponding allocation of Company Stock from the Suspense Account which has a fair market value at least equal to the amount of cash dividends paid on such exempt loan.

6. Section 21.02, “Definitions” is hereby amended by the addition of new subsection 21.02(3), “Exempt Loan” to read as follows:

21.02(3)    “Exempt Loan” means a loan authorized by and made to this Plan (or a Predecessor Plan), the proceeds of which are used by the Trustee to purchase Company Stock. The terms of each Exempt Loan shall meet the applicable requirements of Treasury Regulations Section 54.4975-7(b), including the requirements:

(a) that the loan bear a reasonable rate of interest,

(b) be for a definite period (rather than payable on demand),

(c) be without recourse against the Plan, and the only assets of the Plan that may be given as collateral for the loan are qualifying employer securities which were either acquired with the proceeds of the loan or used as collateral on a prior loan which was repaid with the proceeds of the current loan,

(d) be primarily for the benefit of Participants and/or their beneficiaries;

(e) that the proceeds of the loan must be used only to acquire qualifying employer securities or to repay a loan or a prior loan,

(f) that the only assets of the Plan that may be given as collateral are Financed Shares purchased with the proceeds of that loan or with the proceeds of a prior Exempt Loan,

(g) no person entitled to payment under the exempt loan shall have the right to assets of the Plan other than the collateral given for the loan, contributions (other than contributions of employer securities) that are made under the Plan to meet its obligations under the loan, and earnings attributable to such collateral and the investment of such contributions,

(h) the payments made with respect to the loan by the Plan during a Plan Year may not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year less such payments in prior years, and

(i) such contributions and earnings must be accounted for separately in the books of account of the Plan until the exempt loan is repaid.

7. ARTICLE XIII, ADMINISTRATION OF THE PLAN, and the Table of Contents for ARTICLE XIII, is revised to conform the section numbers to the amended plan as follows:

13.01    Administrator Authority

13.02    Committee

13.03    Appointment of Professional Assistants and the Investment Manager

13.04    Bond

13.05    Indemnity

13.06    Payment of Expenses

Xcel Energy Inc.
/s/ Brian Van Abel		/s/ Jeffrey S. Savage
By	Brian Van Abel	By	Jeffrey S. Savage
Its	VP & Treasurer	Its	SVP & Controller

EX-99.09

Exhibit 99.09

SECOND AMENDMENT TO THE

NEW CENTURY ENERGIES, INC.

EMPLOYEE INVESTMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AND FORMER

NON-BARGAINING UNIT EMPLOYEES

(As Amended and Restated Effective January 1, 2015)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 16.01 of the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2018, or as may be indicated in the respective amendments, in the following respects.

1. Section 14.01(1) “Investment in Company Stock Fund” is amended in its entirety to read as follows:

14.01(1) Except as otherwise provided in Sections 14.02 or 14.03 hereof, the Trustee shall invest all Accounts solely in shares of Company Stock which shall be held by the Trustee in a separate investment fund under the Trust (the “Company Stock Fund”). The Trustee may acquire those shares in the open market or may acquire those shares from the Sponsoring Company, either from treasury stock or from previously authorized but unissued stock, at a price equal to the average of the high and low, as reported on the composite tape for the Nasdaq Stock Exchange, the New York Stock Exchange or other national securities exchange as may at the time be the principal market for Xcel Energy Inc. common stock, on the last day on which Company Stock is traded preceding the date of purchase by the Trustee of the Company Stock. Monies in amounts estimated by the Trustee to be needed for cash withdrawals or in amounts too small to be reasonably invested may be retained by the Trustee in cash in a separate subaccount under the Company Stock Fund. Likewise, monies may be retained in cash or invested temporarily in short-term (less than one year) U. S. Treasury obligations, high grade commercial paper, certificates of deposit and other money market investments as selected by the Trustee (or in interest-bearing securities similar to such investments) until such time as stock is normally purchased by the Trustee in accordance with its administrative procedures, or during periods when Company Stock is not reasonably available for purchase, or if, in the opinion of the Trustee, the purchase of Company Stock might involve a possible violation of any Federal or state law, including any Federal or state securities law or any regulation or rule thereunder, or as the Trustee deems to be in the best interest of the Participants. To the extent not otherwise provided in the Plan, dividends and other distributions received and gains realized on Company Stock shall, to the extent permissible, be invested in Company Stock and held in the Company Stock Fund. Rights to purchase Company Stock issued to the Trustee as stockholder shall be exercised to the fullest extent practicable through the application of cash, and if that be insufficient to exercise the

rights in full, then through the application of cash derived from the sale of a part of the rights under a procedure that will permit the purchase of the maximum number of shares from the cash thus made available.

IN WITNESS WHEREOF, Xcel Energy Inc. a Minnesota corporation has caused this Amendment to be signed by its duly authorized officers this 21^st day of December, 2017.

/s/ Brian Van Abel
Print Name	Brian Van Abel
Title	VP & Treasurer
/s/ Jeffrey S. Savage
Print Name	Jeffrey S. Savage
Title	SVP & Controller

EX-99.11

Exhibit 99.11

FIRST AMENDMENT TO THE

NUCLEAR MANAGEMENT COMPANY, LLC NMC SAVINGS AND

RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2015)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 11.1 of the Nuclear Management Company, LLC NMC Savings and Retirement Plan (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2015, or as may be indicated in the respective amendments, in the following respects:

1. Section 3.06, “Special Rules Applicable to Returning Veterans” is amended to add new subsections (e) and (f) to read as follows:

(e)    HEART Act Death Provisions. The survivors of a Participant who dies while performing qualified military service are entitled to any additional benefits provided under this Plan had the Participant resumed employment and then terminated employment on account of death.

(f)    Differential Wage Payments. The term “Differential Wage Payments” means any payment as defined in Code Section 3401(h) which is made by the Employer for a remuneration period after December 31, 2008 which, i) is made to an individual with respect to any period during which an individual is performing service in the uniformed services (as defined in chapter 43 of title 38, of United States Code) while on active duty for a period of more than 30 days; and ii) represents all or a portion of the remuneration such individual would have received from the Employer if he or she was performing services for the Employer.

2. Section 4.03 is amended by the addition of the following new sub paragraph (e):

(e) Diversification Requirements for Employer Securities.

(i) This Section applies to the extent that the Plan holds any Publicly Traded Employer Security (is traded on a national securities exchange registered under section 6 of the Securities Exchange Act of 1935) and is not covered by one of the exceptions described in paragraph (ii) below.

(ii) Application of Diversification Requirements. If the Employer, or any member of a controlled group of corporations (as described in Reg § 1.401(a)(35)-1(f)(2)(iv)(A)) which includes the Employer, has issued a class of stock which is a Publicly Traded Employer Security, and the Plan holds Employer securities which are not Publicly Traded

Employer Securities, then the Plan will be treated as holding Publicly Traded Employer Securities. However, this Section does not apply if (1) the Plan is sponsored by a non-stock corporation; (2) the Plan does not provide for any investments in securities; (3) the Plan does provide for investments in securities, but only if the securities are held indirectly as part of a broader fund that is a regulated investment company described in Code Sec. 851(a), a common or collective trust fund or pooled investment fund maintained by a bank or trust company supervised by a State or a Federal agency, a pooled investment fund of an insurance company that is qualified to do business in a State, or an investment fund managed by an investment manager within the meaning of ERISA § 3(38) for a multiemployer plan, all as further described in Reg § 1.401(a)(35)-1(f)(2)(iv)(B)(3)(ii); and (4) the Plan is a one-participant retirement plan as defined in Code Sec. 401(a)(35)(E)(iv).

(iii) Diversification of Elective Deferrals, Voluntary Employee Contributions and Rollover Contributions. With respect to a Participant (including for purposes of this Section an alternate payee who has an account under the Plan or a deceased Participant’s Beneficiary), if any portion of the Participant’s Account that is attributable to Elective Deferrals, Voluntary Employee Contributions, or Rollover Contributions is invested in Publicly Traded Employer Securities, then the Participant must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in paragraph (vi) below.

(iv) Diversification of Non-Elective Contributions. With respect to a Participant who has completed at least three Years of Vesting Service (including for purposes of this Section an alternate payee who has an account under the Plan with respect to such Participant or a deceased Participant’s Beneficiary), if a portion of the Participant’s Account attributable to Non-Elective Contributions is invested in Publicly Traded Employer Securities, then the Participant must be given the opportunity to divest those employer securities and reinvest an equivalent amount in other investment options as described in paragraph (vi).

(v) Transitional Rule. If the Plan holds Publicly Traded Employer Securities acquired in a Plan Year beginning before January 1, 2007, paragraph (d) applies only to the applicable percentage of the number of shares of those securities. The applicable percentage is 33% for the first Plan Year to which Code Sec. 401(a)(35) applies, 66% for the second Plan Year, and 100% for all subsequent Plan Years. If the Plan holds more than one class of such securities, this transitional rule applies separately with respect to each class. This transitional rule does not apply to a Participant who has attained age 55 and who has completed at least 3 Years of Vesting Service before the first day of the first Plan Year beginning after December 31, 2005.

(vi) Investment Options. At least three investment options other than Employer securities must be offered to Participants described in paragraphs (iii) and (iv). Each option must be diversified and have materially different risk and return characteristics. Periodic reasonable divestment and reinvestment opportunities must be provided at least quarterly. Except as provided in Reg § 1.401(a)(35)-1(e)(2) and Reg § (3), restrictions (either direct or indirect) or conditions that are not imposed on the investment of other Plan assets cannot be imposed on the investment of Publicly Traded Employer Securities.

Xcel Energy Inc.
By:	/s/ Brian Van Abel
	Brian Van Abel
	Vice President and Treasurer
By:	/s/ Jeffrey S. Savage
	Jeffrey S. Savage
	Senior Vice President and Controller

EX-99.12

Exhibit 99.12

SECOND AMENDMENT TO THE

NUCLEAR MANAGEMENT COMPANY, LLC NMC SAVINGS AND

RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2015)

Pursuant to the authority delegated to the Plan Administrator, Xcel Energy Inc. (the “Company”) according to Section 11.1 of the Nuclear Management Company, LLC NMC Savings and Retirement Plan (As Amended and Restated Effective January 1, 2015) (the “Plan”), the Plan shall be amended effective as of January 1, 2018, or as may be indicated in the respective amendments, in the following respects:

1. Section 1.01(gg), “Valuation Date” is amended in its entirety to read as follows:

1.01(gg)    “Valuation Date” The term “Valuation Date” means each day The Nasdaq Stock Market, the New York Stock Exchange or other national securities exchange as may at the time be the principal market for Xcel Energy Inc. common stock is open.

IN WITNESS WHEREOF, Xcel Energy Inc. a Minnesota corporation has caused this Amendment to be signed by its duly authorized officers this 21^st day of December, 2017.

/s/ Brian Van Abel
Print Name	Brian Van Abel
Title	VP & Treasurer
/s/ Jeffrey S. Savage
Print Name	Jeffrey S. Savage
Title	SVP & Controller