Xcel Energy Announces Pricing of Common Stock Offering with a Forward Component

Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today the pricing of a registered underwritten offering of 8,138,351 shares of its common stock at a price per share of $49.15 in connection with the forward sale agreement described below. Subject to certain conditions, all shares are expected to be borrowed by the forward purchaser (as defined below) (or its affiliate) from third parties and sold to the underwriters and offered in connection with such forward sale agreement. Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers for this offering. The underwriters may offer shares of Xcel Energys common stock in transactions on the Nasdaq Stock Market LLC, in the over-the-counter market, through negotiated transactions or otherwise at either market prices, at prices related to market prices or at negotiated prices. Closing of this offering is expected to occur on or about November 13, 2018.

In connection with the offering, Xcel Energy entered into a forward sale agreement with Morgan Stanley & Co. LLC (the forward purchaser) under which Xcel Energy agreed to issue and sell to the forward purchaser an aggregate of 8,138,351 shares of its common stock. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 1,220,752 shares of Xcel Energys common stock upon the same terms. If the underwriters exercise their option, Xcel Energy may elect to enter into an additional forward sale agreement with the forward purchaser with respect to the additional shares or to issue and sell such shares directly to the underwriters.

Settlement of the forward sale agreement is expected to occur no later than February 7, 2020. Xcel Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement.

If Xcel Energy elects physical settlement of the forward sale agreement, it expects to use the net proceeds for general corporate purposes, which may include capital contributions to its utility subsidiaries, acquisitions, and/or, repayment of commercial paper, outstanding loans under its revolving credit facility or other debt.

The offering is being made pursuant to Xcel Energys effective shelf registration statement with the Securities and Exchange Commission (SEC). The preliminary prospectus supplement and the accompanying prospectus related to the offering will be available on the SECs website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers for the offering:


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Morgan Stanley & Co. LLC 180 Varick St., 2nd Floor New York, New York 10014 Attn: Prospectus Department

Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 Attn: Equity Syndicate Department Telephone: (800) 326-5897 Email: [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices.

This press release contains forward-looking statements regarding, among other things, Xcel Energys expectations regarding its planned offer and sale of common stock and the use of the net proceeds from any such sale. Xcel Energy cannot be sure that we will complete the offering or, if it does, on what terms we will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption Forward-Looking Statements in the prospectus supplement. In addition, Xcel Energy management retains broad discretion with respect to the allocation of net proceeds of the planned offering. The forward-looking statements speak only as the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.

Xcel Energy
Paul Johnson, 612-215-4535
VP Investor Relations