Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 4.86M
2: EX-10.16 Material Contract HTML 74K
3: EX-10.18 Material Contract HTML 55K
4: EX-21.01 Subsidiaries List HTML 41K
5: EX-23.01 Consent of Expert or Counsel HTML 37K
6: EX-24.01 Power of Attorney HTML 63K
10: EX-97.01 Clawback Policy re: Recovery of Erroneously HTML 46K Awarded Compensation
7: EX-31.01 Certification -- §302 - SOA'02 HTML 38K
8: EX-31.02 Certification -- §302 - SOA'02 HTML 38K
9: EX-32.01 Certification -- §906 - SOA'02 HTML 37K
16: R1 Cover Page HTML 98K
17: R2 Audit Information HTML 39K
18: R3 Accounting Pronouncements HTML 48K
19: R4 Consolidated Statements of Income HTML 124K
20: R5 Consolidated Statements of Income (Parenthetical) HTML 36K
21: R6 Consolidated Statements of Comprehensive Income HTML 68K
22: R7 Consolidated Statements of Cash Flows HTML 150K
23: R8 Consolidated Balance Sheets HTML 186K
24: R9 Consolidated Statements of Common Stockholders' HTML 93K
Equity
25: R10 Summary of Significant Accounting Policies HTML 89K
26: R11 Property Plant and Equipment Property Plant and HTML 100K
Equipment
27: R12 Regulatory Assets and Liabilities HTML 146K
28: R13 Borrowings and Other Financing Instruments HTML 332K
Borrowings and Other Financing Instruments
29: R14 Revenues HTML 111K
30: R15 Income Taxes HTML 164K
31: R16 Share-Based Compensation HTML 90K
32: R17 Earnings Per Share HTML 45K
33: R18 Fair Value of Financial Assets and Liabilities HTML 355K
34: R19 Benefit Plans and Other Postretirement Benefits HTML 305K
35: R20 Commitments and Contingencies HTML 242K
36: R21 Other Comprehensive Income HTML 66K
37: R22 Segments and Related Information HTML 91K
38: R23 Compensation Related Costs, Postemployment HTML 38K
Benefits
39: R24 Schedule I, Condensed Financial Statements of Xcel HTML 168K
Energy Inc
40: R25 Schedule II, Valuation and Qualifying Accounts HTML 61K
41: R26 Summary of Significant Accounting Policies Summary HTML 150K
of Significant Accounting Policies (Policies)
42: R27 Summary of Significant Accounting Policies HTML 43K
Inventory (Tables)
43: R28 Property Plant and Equipment Property Plant and HTML 107K
Equipment (Tables)
44: R29 Regulatory Assets and Liabilities (Tables) HTML 147K
45: R30 Borrowings and Other Financing Instruments HTML 330K
Borrowings and Other Financing Instruments
(Tables)
46: R31 Revenues (Tables) HTML 109K
47: R32 Income Taxes (Tables) HTML 173K
48: R33 Share-Based Compensation (Tables) HTML 90K
49: R34 Earnings Per Share (Tables) HTML 41K
50: R35 Fair Value of Financial Assets and Liabilities HTML 343K
(Tables)
51: R36 Benefit Plans and Other Postretirement Benefits HTML 284K
(Tables)
52: R37 Commitments and Contingencies (Tables) HTML 199K
53: R38 Other Comprehensive Income (Tables) HTML 66K
54: R39 Segments and Related Information (Tables) HTML 84K
55: R40 Schedule II, Valuation and Qualifying Accounts SEC HTML 63K
Schedule, 12-09, Schedule of Valuation and
Qualifying Accounts (Tables)
56: R41 Summary of Significant Accounting Policies Summary HTML 60K
of Significant Accounting Policies (Details)
57: R42 Property Plant and Equipment Major classes of HTML 58K
property, plant and equipment (Details)
58: R43 Property Plant and Equipment Joint Ownership of HTML 105K
Generation, Transmission and Gas Facilities
(Details)
59: R44 Regulatory Assets and Liabilities, Regulatory HTML 132K
Assets (Details)
60: R45 Regulatory Assets and Liabilities, Regulatory HTML 97K
Liabilities (Details)
61: R46 Borrowings and Other Financing Instruments HTML 51K
Short-Term Debt (Details)
62: R47 Borrowings and Other Financing Instruments Term HTML 39K
Loan Agreement (Details)
63: R48 Borrowings and Other Financing Instruments HTML 49K
Bilateral Credit Agreement (Details)
64: R49 Borrowings and Other Financing Instruments Letters HTML 49K
of Credit (Details)
65: R50 Borrowings and Other Financing Instruments Credit HTML 92K
Facilities (Details)
66: R51 Borrowings and Other Financing Instruments Amended HTML 47K
Credit Agreements (Details)
67: R52 Borrowings and Other Financing Instruments HTML 304K
Long-Term Borrowings and Other Financing
Instruments (Details)
68: R53 Borrowings and Other Financing Instruments HTML 36K
Deferred Financing Costs (Details)
69: R54 Borrowings and Other Financing Instruments Other HTML 38K
Equity (Details)
70: R55 Borrowings and Other Financing Instruments Capital HTML 64K
Stock (Details)
71: R56 Borrowings and Other Financing Instruments HTML 78K
Dividend and Other Capital-Related Restrictions
(Details)
72: R57 ATM Program (Details) HTML 41K
73: R58 Revenues (Details) HTML 110K
74: R59 Income Taxes (Details) HTML 46K
75: R60 State Audits (Details) HTML 37K
76: R61 Income Taxes Unrecognized Tax Benefit (Details) HTML 64K
77: R62 Income Taxes Other Income Tax Matters (Details) HTML 147K
78: R63 Incentive Plans Including Share-Based Compensation HTML 68K
(Details)
79: R64 Share-Based Compensation Restricted Stock HTML 46K
(Details)
80: R65 Other Equity Awards (Details) HTML 84K
81: R66 Stock Equivalent Units (Details) HTML 68K
82: R67 TSR Liability Awards (Details) HTML 55K
83: R68 Share-Based Compensation Expense (Details) HTML 53K
84: R69 Share-Based Compensation Share-Based Compensation HTML 50K
Phantom (Details)
85: R70 Common Stock Equivalent (Details) HTML 44K
86: R71 Nuclear Decommissioning Fund (Details) HTML 125K
87: R72 Rabbi Trusts (Details) HTML 56K
88: R73 Interest Rate Derivatives (Details) HTML 41K
89: R74 Commodity Derivatives (Details) HTML 49K
90: R75 Consideration of Credit Risk and Concentrations HTML 52K
(Details)
91: R76 Qualifying Cash Flow Hedges (Details) HTML 75K
92: R77 Credit Related Contingent Features (Details) HTML 40K
93: R78 Recurring Fair Value Measurements (Details) HTML 191K
94: R79 Fair Value of Long-Term Debt (Details) HTML 39K
95: R80 Pension and Postretirement Health Care Benefits HTML 202K
(Details)
96: R81 Funded Status (Details) HTML 204K
97: R82 Benefit Plans and Other Postretirement Benefits HTML 44K
Net Periodic Benefit Cost (Credit) (Details)
98: R83 Benefit Plans and Other Postretirement Benefits, HTML 66K
Postretirement Health Care Benefits (Details)
99: R84 Benefit Plans and Other Postretirement Benefits, HTML 206K
Postretirement Benefit Plan Benefit Obligations,
Cash Flows and Benefit Costs (Details)
100: R85 Projected Benefit Payments (Details) HTML 122K
101: R86 Benefit Plans and Other Postretirement Benefits HTML 38K
Defined Contribution Plans (Details)
102: R87 Benefit Plans and Other Postretirement Benefits HTML 36K
Plan Amendments (Details)
103: R88 Commitments and Contingencies Gas Trading HTML 39K
Litigation (Details)
104: R89 Commitments and Contingencies Comanche Unit 3 HTML 39K
Litigation
105: R90 Commitments and Contingencies Marshall Wild Fire HTML 43K
(Details)
106: R91 Commitments and Contingencies Sherco (Details) HTML 41K
107: R92 Commitments and Contingencies MISO ROE Complaints HTML 42K
(Details)
108: R93 Commitments and Contingencies MGP Sites (Details) HTML 41K
109: R94 Environmental Requirements - Water and Waste HTML 52K
(Details)
110: R95 AROs (Details) HTML 88K
111: R96 Indeterminate AROs (Details) HTML 36K
112: R97 Nuclear Insurance (Details) HTML 61K
113: R98 Nuclear Fuel Disposal (Details) HTML 44K
114: R99 Regulatory Plant Decommissioning Recovery HTML 52K
(Details)
115: R100 Leases (Details) HTML 158K
116: R101 Non Lease PPAs (Details) HTML 63K
117: R102 Fuel Contracts (Details) HTML 63K
118: R103 VIEs - PPAs (Details) HTML 37K
119: R104 Low-Income Housing Limited Partnerships (Details) HTML 55K
120: R105 Technology Agreements (Details) HTML 52K
121: R106 Guarantees and Bond Indemnifications (Details) HTML 38K
122: R107 Other Comprehensive Income (Details) HTML 77K
123: R108 Segments and Related Information (Details) HTML 87K
124: R109 Workforce Reduction HTML 45K
125: R110 Condensed Statements of Income and Comprehensive HTML 113K
Income (Details)
126: R111 Condensed Statement of Cash Flows (Details) HTML 78K
127: R112 Condensed Balance Sheet (Details) HTML 114K
128: R113 Condensed Notes to the Financial Statements HTML 102K
(Details)
129: R114 Schedule II (Details) HTML 51K
131: XML IDEA XML File -- Filing Summary XML 245K
134: XML XBRL Instance -- xel-20231231_htm XML 7.49M
130: EXCEL IDEA Workbook of Financial Report Info XLSX 329K
12: EX-101.CAL XBRL Calculations -- xel-20231231_cal XML 239K
13: EX-101.DEF XBRL Definitions -- xel-20231231_def XML 2.26M
14: EX-101.LAB XBRL Labels -- xel-20231231_lab XML 4.24M
15: EX-101.PRE XBRL Presentations -- xel-20231231_pre XML 2.77M
11: EX-101.SCH XBRL Schema -- xel-20231231 XSD 520K
132: JSON XBRL Instance as JSON Data -- MetaLinks 938± 1.49M
133: ZIP XBRL Zipped Folder -- 0000072903-24-000034-xbrl Zip 3.00M
‘EX-97.01’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of Xcel Energy Inc. (the “Company”) has adopted this Mandatory Compensation Recovery Policy for Section 16 Officers (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period.
Administration
This Policy will be administered by the Governance, Compensation and Nominating Committee of the Board (the “Committee”). Any determinations made by the Committee will be final and binding on all affected individuals.
Definitions
“Accounting
Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is (a) material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
“Covered Executive” means each of the Company’s current and former Section 16 Officers.
“Erroneously
Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company
must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
Exhibit 97.01
“Incentive-Based
Compensation” is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date or such other period as may be required by the SEC or Nasdaq rules.
“Recoupment Event” refers to when the Company is required to prepare an Accounting Restatement.
“Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee
of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
“Section 409A”
means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.
Amount Subject to Recovery
The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior to this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association.
The
amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the Erroneously Awarded Compensation, which amount shall be determined by the Committee.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Committee will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the
Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.
If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A.
Exhibit
97.01
Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery would be impracticable and one of the following conditions is met:
a.the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or
b.the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue Code Sections 401(a)(13) and 411(a) and the regulations thereunder.
Reliance
on any of the above exemptions will further comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to Nasdaq.
No Insurance or Indemnification
Neither the Company nor any of its affiliates or subsidiaries may indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries
pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by the SEC or Nasdaq. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or Nasdaq’s rules, this Policy shall be deemed to be amended to meet such requirements.
Amendment; Termination
The
Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and Nasdaq’s rules. The Board or the Committee may terminate this Policy at any time. Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal securities laws or SEC or Nasdaq rules.
Other Recoupment Rights
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar provision
in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the Company’s right to recoup compensation subject
Exhibit 97.01
to
Section 304 of the Sarbanes-Oxley Act of 2002 and the Xcel Energy Inc. Compensation Recovery Policy for Covered Employees. To the extent that application of this Policy would provide for recovery of Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered will be credited to the required recovery under this Policy.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Dates Referenced Herein and Documents Incorporated by Reference