forms8.htm

Minnesota		41-0448030
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

414 Nicollet Mall
Minneapolis, Minnesota		55401
(Address of registrant’s principal executive offices)		(Zip code)

BENJAMIN G.S. FOWKE III

Chairman, President and Chief Executive Officer

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

(612) 330-5500

TERESA S. MADDEN

Senior Vice President and Chief Financial Officer

Xcel Energy Inc.

414 Nicollet Mall

Minneapolis, Minnesota 55401

(612) 330-5500

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

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		6,335,000 shares		$	28.00			$	177,380,000			$	24,195

(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 (i) 4,419,000 shares of the Registrant’s Common Stock to be issued pursuant to the Xcel Energy 401(k) Savings Plan; (ii) 1,300,000 shares of the Registrant’s Common Stock to be issued pursuant to the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees; and (iii) 616,000 shares of the Registrant’s Common Stock to be issued pursuant to the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees.

(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 New York Stock Exchange on February 15, 2013.

(3)

The description of Xcel Energy’s common stock contained in Xcel Energy’s Current Report on Form 8-K filed on March 13, 2002, our Form 8-K filed with the SEC on August 14, 2008, which describes 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, and 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.

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.

Section 302A.521 of the Minnesota Business Corporation Act permits indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in Xcel Energy’s Restated Articles of Incorporation, Article 4 of Xcel Energy’s Bylaws contains provisions for indemnification of Xcel Energy’s directors and officers consistent with the provisions of Section 302A.521 of the Minnesota Business Corporation Act. Xcel Energy has entered into indemnity agreements with our directors.

Exhibit Number		Description

4.01*		Xcel Energy 401(k) Savings Plan (as amended and restated effective as of Jan. 1, 2002) (Exhibit 4.01 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

4.02*		New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.02 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

4.03*		New Century Energies, Inc. Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.03 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

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 (Exhibit 24.01 to Form 10-K of Xcel Energy file number 001-03034, for the year ended December 31, 2012)

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.

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for the indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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 25th day of February, 2013.

Signature		Title

*		Chairman, President, Chief Executive Officer, and Director
Benjamin G.S. Fowke III		(Principal Executive Officer)

/s/ Teresa S. Madden		Senior Vice President and Chief Financial Officer
Teresa S. Madden		(Principal Financial Officer)

/s/ Jeffrey S. Savage		Vice President and Controller
Jeffrey S. Savage		(Principal Accounting Officer)

*		Director
Gail Koziara Boudreaux

*		Director
Fredric W. Corrigan

*		Director
Richard K. Davis

*		Director
Albert F. Moreno

*		Director
Richard T. O’Brien

*		Director
Christopher J. Policinski

Signature		Title

*		Director
A. Patricia Sampson

*		Director
James J. Sheppard

*		Director
David A Westerlund

*		Director
Kim Williams

*		Director
Timothy V. Wolf

*	By:	/s/ Teresa S. Madden
		Teresa S. Madden
		Attorney-in Fact

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 25, 2013.

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 25, 2013.

	NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

	By:	/s/ Teresa S. Madden
	Name: Teresa S. Madden
	Title: Pension Trust Administration Committee

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 25, 2013.

Exhibit Number		Description

4.01*		Xcel Energy 401(k) Savings Plan (as amended and restated effective as of Jan. 1, 2002) (Exhibit 4.01 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

4.02*		New Century Energies, Inc. Employees Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.02 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

4.03*		New Century Energies, Inc. Savings and Stock Options Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (as amended and restated effective Jan. 1, 2002, with certain retroactive amendments) (Exhibit 4.03 to Form S-8 of Xcel Energy file number 333-172407, dated February 23, 2011)

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 (Exhibit 24.01 to Form 10-K of Xcel Energy file number 001-03034, for the year ended December 31, 2012)

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

	XCEL ENERGY 401(K) SAVINGS PLAN

	By:	/s/ Teresa S. Madden
	Name: Teresa S. Madden
	Title: Pension Trust Administration Committee

	NEW CENTURY ENERGIES, INC.
	EMPLOYEE INVESTMENT PLAN FOR
	BARGAINING UNIT EMPLOYEES AND
	FORMER NON-BARGAINING UNIT EMPLOYEES

	By:	/s/ Teresa S. Madden
	Name: Teresa S. Madden
	Title: Pension Trust Administration Committee