UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 27, 2019 |
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| Commission File Number | | Exact Name of Registrant as Specified in its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer Identification Number |
| 001-3034 | | XCEL ENERGY INC. | | 41-0448030 |
| | | (a Minnesota corporation) | | |
| | | 414 Nicollet Mall | | |
| | | Minneapolis | Minnesota | 55401 | | |
| | | (612) | 330-5500 | | |
| | | | | | | | |
| 001-31387 | | NORTHERN STATES POWER COMPANY | | 41-1967505 |
| | | (a Minnesota corporation) | | |
| | | 414 Nicollet Mall | | |
| | | Minneapolis | Minnesota | 55401 | | |
| | | (612) | 330-5500 | | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $2.50 par value per share | | XEL | | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. £
Item 8.01. Other Events.
In November 2018, NSP-Minnesota, a Minnesota corporation, and wholly owned subsidiary of Xcel Energy Inc., reached an agreement with Southern Power Company (a subsidiary of Southern Company) to purchase the Mankato Energy Center (MEC), a 760 MW natural gas combined cycle facility for approximately $650 million.
NSP-Minnesota subsequently filed with the Minnesota Public Utilities Commission (MPUC) for approval of the acquisition of MEC. In 2019, NSP-Minnesota worked with many of the parties in the proceeding to reach consensus on the acquisition filing. Agreement was reached with environmental and labor organizations and a settlement was filed with the MPUC in May 2019.
On Sept. 27, 2019, the MPUC voted to deny NSP-Minnesota's request to purchase MEC. The MPUC determined there was too much uncertainty regarding estimated customer benefits associated with the transaction without being able to fully review NSP-Minnesota's Resource Plan (filed July 2019).
Xcel Energy has announced its intention to form a new subsidiary and acquire the existing MEC entities as a non-rate regulated investment under the same purchase agreement with Southern Power Company. The subsidiary would assume existing purchase power agreements and continue to sell power to NSP-Minnesota through 2026 and 2039. Xcel Energy and NSP-Minnesota are expected to file acquisition and affiliated interest filings with the FERC and MPUC, respectively, in early October 2019. Approval is anticipated by the end of the year.
The MPUC's decision is not expected to have a material impact on 2019 results. Xcel Energy reaffirms its 2019 guidance of $2.55 to $2.65 per share and expects to be at or above midpoint of the guidance range.
Certain information discussed in this Current Report on Form 8-K is forward-looking information that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements, 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. Factors, in addition to those discussed in Xcel Energy’s and NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2018, and subsequent securities filings, that could cause actual results to differ materially include: changes in environmental laws and regulations; climate change and other weather, natural disaster and resource depletion, including compliance with any accompanying legislative and regulatory changes; ability of subsidiaries to recover costs from customers; reductions in our credit ratings and the cost of maintaining certain contractual relationships; general economic conditions, including inflation rates, monetary fluctuations and their impact on capital expenditures and the ability of Xcel Energy Inc. and its subsidiaries to obtain financing on favorable terms; availability or cost of capital; our customers’ and counterparties’ ability to pay their debts to us; assumptions and costs relating to funding our employee benefit plans and health care benefits; our subsidiaries’ ability to make dividend payments; tax laws; operational safety, including our nuclear generation facilities; successful long-term operational planning; commodity risks associated with energy markets and production; rising energy prices; costs of potential regulatory penalties; effects of geopolitical events, including war and acts of terrorism; cyber security threats and data security breaches; fuel costs; and employee work force and third party contractor factors.
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 hereunto duly authorized.
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| Sept. 30, 2019 | Xcel Energy Inc. (a Minnesota corporation) |
| | Northern States Power Company (a Minnesota corporation) |
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| | /s/ ROBERT C. FRENZEL |
| | Robert C. Frenzel |
| | Executive Vice President, Chief Financial Officer |
