XCEL ENERGY INC.

OFFER TO PURCHASE

THE OUTSTANDING FIRST MORTGAGE BONDS LISTED BELOW


The Offers (as defined below) will each expire at 5:00 p.m. (New York City time) on December 19, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Bonds (as defined below) tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on December 19, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter, unless extended by us as described below. The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) relating to Bonds of the series listed below and in the accompanying notice of guaranteed delivery attached hereto as Annex B (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery” and, together with this Offer to Purchase, the “Tender Offer Documents”).

Xcel Energy Inc. (“Xcel Energy,” the “Company,” “we,” “us” or “our”) is offering to purchase for cash in three separate offers, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the outstanding debt securities of three series issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy (“NSPM”), listed in the table below at prices to be determined by reference to the applicable Reference Security (as defined below), plus, in each case, the applicable Accrued Coupon Payment (as defined below). We refer to the outstanding first mortgage bonds of the series listed in the table below collectively as the “Bonds” and to each of the listed series of outstanding debt securities as a “series” of Bonds. We refer to each offer to purchase a series of Bonds as an “Offer,” and collectively as the “Offers.” The conditions to the Offers include the Maximum Purchase Condition (as defined below).

Acceptance Priority Level(1)

Title of Security

CUSIP Numbers

Par Call Date(2)

Maturity Date

Issuer

Principal Amount Outstanding


1

3.600% First Mortgage Bonds, Series due May 15, 2046
(“2046 NSPM Bonds”)


665772 CP2


November 15, 2045


May 15, 2046

Northern States Power Company, a Minnesota corporation "NSPM"


$350,000,000(3)


2

4.000% First Mortgage Bonds, Series due August 15, 2045
(“2045 NSPM Bonds”)


665772 CN7


February 15, 2045


August 15, 2045

Northern States Power Company, a Minnesota corporation “NSPM


$300,000,000


3

4.125% First Mortgage Bonds, Series due May 15, 2044
(“2044 NSPM Bonds”)


665772 CL1


November 15, 2043


May 15, 2044


Northern States Power Company, a Minnesota corporation “NSPM


$300,000,000

_______________________________________________________________________________________________________
(1) Subject to the satisfaction or waiver of the conditions of the Offers described in this Offer to Purchase, if the Maximum Purchase Condition (as defined below) is not satisfied with respect to every series of Bonds, we will accept Bonds for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level). It is possible that a series of Bonds with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2) For each series of Bonds in respect of which a par call date is indicated, the calculation of the applicable Total Consideration will be performed taking into account such par call date. See Annex A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail).

(3) Includes $5,433,000 principal amount of such Bonds currently held by Xcel Energy that are not subject to the Offer with respect to such series.

To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase


If a Holder has questions about any of the Offers or the procedures for tendering Bonds, the Holder should contact the Tender and Information Agent or the Dealer Manager. Requests for documents relating to the Offers, including this Offer to Purchase, should be directed to the Tender and Information Agent.

The Information Agent and Tender Agent for the Offer is:

D.F. King & Co., Inc.

28 Liberty, 53th Floor
New York, New York 10005

Attention: Michael Horthman or
Call Toll-Free: (888) 887-0082
Banks and Brokers Only: (646) 759-4552
By email: xcel@dfking.com

By Facsimile Transmission (for Eligible Institutions only):
212-709-3328
Attention: Michael Horthman
For Confirmation by Telephone:
212-232-3233

The Dealer Manager for the Offer is:

U.S. Bancorp Investments, Inc.

1095 Avenue of the Americas, 13th Floor
New York, New York 10036
Attention: Liability Management Group
Collect: (917) 558-2756
Toll-Free: (800) 479-3441
Email: liabilitymanagement@usbank.com