UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
New Century Energies, Inc.
Employees' Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees
(Title of plan)
and
New Century Energies, Inc. Employee Investment Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees
(Title of plan)
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-2927
XCEL ENERGY INC.
(Name of issuer of the securities held pursuant to the plan)
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices)
TABLE OF CONTENTS
PAGE(s)
------------
Financial Statements
--------------------
New Century Energies, Inc. Employees' Savings and Stock Ownership Plan for Bargaining
Unit Employees and Former Non-Bargaining Unit Employees (BU Savings Plan)
- Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2
- Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2001 and 2000 3
New Century Energies, Inc. Employee Investment Plan For Bargaining Unit Employees
and Former Non-Bargaining Unit Employees (EIP Savings Plan)
- Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 4
- Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2001 and 2000 5
Notes to Financial Statements for the BU Savings Plan and EIP Savings Plan 6
Supplemental Schedules of Assets (Held at Year End) and Reportable Transactions
-BU Savings Plan (Schedules 1-2) 12-13
-EIP Savings Plan (Schedules 3-4) 14-15
Signature 16
Independent Auditors' Report 17-20
Exhibits
Exhibit 23.01: Consent of Independent Public Accountants 21
1
NEW CENTURY ENERGIES, INC.
EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
ASSETS:
Investments, at fair value:
Xcel Energy Common Stock Fund (Notes 1 and 5):
Participant Directed................................................ $ 2,175,170 $ 2,397,578
Non-Participant Directed............................................ 71,582,586 73,858,651
--------------- ----------------
73,757,756 76,256,229
Investments in Registered Investment Companies:
Vanguard PRIMECAP Fund............................................... 92,405,737 112,850,146
Vanguard Wellington Fund............................................. 40,746,407 38,359,191
Vanguard 500 Index Fund.............................................. 16,009,710 18,373,358
Vanguard Total Bond Market Index Fund................................ 12,677,189 10,467,068
American Century Value Fund.......................................... 3,145,131 1,663,129
American Funds EuroPacific Growth Fund............................... 1,976,377 2,294,833
American Funds SMALLCAP World Fund................................... 1,673,538 2,319,310
--------------- ----------------
168,634,089 186,327,035
Investment in Common/Collective Trusts:
Vanguard Retirement Savings Trust Fund............................... 28,466,052 25,253,846
Participant Loans (Note 6)............................................... 6,311,241 6,002,772
--------------- ----------------
Total investments.................................................... 277,169,138 293,839,882
--------------- ----------------
Receivables:
Employer contributions (Notes 1 and 3)............................... 3,749,329 5,551,479
Employee contributions (Notes 1 and 3)............................... 3,095 1,702
Dividend receivable.................................................. 997,086 -
--------------- ----------------
Total receivables................................................... 4,749,510 5,553,181
--------------- ----------------
Total assets......................................................... 281,918,648 299,393,063
--------------- ----------------
Net assets available for benefits........................................ $ 281,918,648 $ 299,393,063
=============== ================
See Notes to Financial Statements
2
NEW CENTURY ENERGIES, INC.
EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Net investment (loss)/income:
Interest and dividend income......................................... $ 12,046,419 $ 17,998,148
Interest income on participant loans................................. 387,065 374,793
Net (depreciation)/appreciation in fair value of investments ........ (22,851,199) 19,344,655
---------------- ----------------
(10,417,715) 37,717,596
Contributions:
Employer contributions............................................... 3,746,717 5,551,479
Participant contributions............................................ 9,558,813 9,360,042
--------------- ----------------
13,305,530 14,911,521
Transfers from the Plan (Note 1)......................................... (2,237,485) (423,809)
Withdrawals, distributions and expenses:
Distributions to participants-cash and common stock.................. (14,204,603) (18,899,964)
Dividends paid to participants....................................... (3,920,142) (3,658,355)
---------------- -----------------
(18,124,745) (22,558,319)
---------------- -----------------
Net (decrease)/increase.................................................. (17,474,415) 29,646,989
Net assets available for benefits at beginning of year................... $ 299,393,063 $ 269,746,074
--------------- ----------------
Net assets available for benefits at end of year......................... $ 281,918,648 $ 299,393,063
=============== ================
See Notes to Financial Statements
3
NEW CENTURY ENERGIES, INC.
EMPLOYEE INVESTMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
ASSETS:
Investments, at fair value:
Xcel Energy Common Stock Fund (Notes 1 and 5)............................ $ 45,877,511 $ 47,931,552
Investments in Registered Investment Companies:
Vanguard PRIMECAP Fund............................................... 481,828 468,746
Vanguard Wellington Fund............................................. 130,480 89,107
Vanguard 500 Index Fund.............................................. 268,867 202,886
Vanguard Total Bond Market Index Fund................................ 348,894 295,073
American Century Value Fund.......................................... 1,913,316 1,631,840
American Funds EuroPacific Growth Fund............................... 698,670 785,089
American Funds SMALLCAP World Fund................................... 46,373 47,901
--------------- ----------------
3,888,428 3,520,642
Investment in Common/Collective Trusts:
Vanguard Retirement Savings Trust Fund............................... 301,053 255,195
--------------- ----------------
Total investments................................................... 50,066,992 51,707,389
--------------- ----------------
Receivables:
Employer contributions (Notes 1 and 3)............................... 275,196 284,677
Employee contributions (Notes 1 and 3)............................... 978 59
Dividend receivable.................................................. 620,190 -
--------------- ----------------
Total receivables................................................... 896,364 284,736
--------------- ----------------
Total assets......................................................... 50,963,356 51,992,125
--------------- ----------------
Net assets available for benefits........................................ $ 50,963,356 $ 51,992,125
=============== ================
See Notes to Financial Statements
4
NEW CENTURY ENERGIES, INC.
EMPLOYEE INVESTMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Net investment income:
Interest and dividend income......................................... $ 3,218,729 $ 2,472,965
Net (depreciation)/appreciation in fair value of investments ........ (2,253,185) 15,247,312
---------------- ----------------
965,544 17,720,277
Contributions:
Employer contributions............................................... 1,049,731 1,081,668
Participant contributions............................................ 2,594,023 2,657,961
--------------- ----------------
3,643,754 3,739,629
Transfers from the Plan (Note 1)......................................... (1,088,225) (98,987)
Withdrawals, distributions and expenses:
Distributions to participants-cash and common stock.................. (2,074,717) (2,189,705)
Dividends paid to participants....................................... (2,475,125) (2,277,962)
---------------- -----------------
(4,549,842) (4,467,667)
---------------- -----------------
Net (decrease)/increase.................................................. (1,028,769) 16,893,252
Net assets available for benefits at beginning of year................... $ 51,992,125 $ 35,098,873
--------------- ----------------
Net assets available for benefits at end of year......................... $ 50,963,356 $ 51,992,125
=============== ================
See Notes to Financial Statements
5
NEW CENTURY ENERGIES, INC., EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
AND
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT
EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLANS
The following includes plan descriptions of the New Century Energies,
Inc. Employees' Savings and Stock Ownership Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees (BU Savings Plan) and
the New Century Energies, Inc. Employee Investment Plan for Bargaining
Unit Employees and Former Non-Bargaining Unit Employees (EIP Savings
Plan). The BU Savings Plan and EIP Savings Plan are collectively known as
the "Plans". Participants should refer to each Plan's agreement and to
the "Prospectus and Supplemental Summary Plan Description Report" for a
more complete description of each Plan's provisions. The Notes to
Financial Statements generally apply to both plans and specific
disclosures are presented to address matters for individual plans, where
applicable.
On Aug. 18, 2000, following receipt of all required regulatory approvals,
Northern States Power Company (NSP) and New Century Energies, Inc. (NCE)
merged and formed Xcel Energy Inc. (Xcel Energy). Each share of NCE
common stock was exchanged for 1.55 shares of Xcel Energy common stock.
NSP shares became Xcel Energy shares on a one-for-one basis. Cash was
paid in lieu of any fractional shares of Xcel Energy common stock. The
merger was structured as a tax-free, stock-for-stock exchange for
shareholders of both companies (except for fractional shares) and
accounted for as a pooling-of-interests.
The prior year Form 11-K included three plans: New Century Energies, Inc.
Employees' Savings and Stock Ownership Plan for Non-Bargaining Unit
Employees; BU Savings Plan; and EIP Savings Plan. On December 31, 2001,
the New Century Energies, Inc. Employees' Savings and Stock Ownership
Plan for Non-Bargaining Unit Employees merged into the Xcel Energy
Retirement Savings Plan and, therefore, has been incorporated into the
2001 Xcel Retirement Savings Plan Form 11-K.
GENERAL - The Plans are employee benefit plans which provide eligible
employees of NCE and their participating subsidiaries, the opportunity to
participate in tax deferred savings plans. Each plan also provides for
the ownership of Xcel Energy common stock through partial matching stock
contributions. The Plans are defined contribution plans and the BU
Savings Plan includes an employee stock ownership plan. Each Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
PLAN AND TRUST MANAGEMENT - The Plan Administrator of each plan is
appointed by Xcel Energy's Board of Directors and has authority to
control and manage the operation and administration of each plan. The
Plans' assets are held by a trustee under a trust agreement(s) as adopted
or amended by Xcel Energy. Each plan values the individual participants'
accounts daily based on the current market value of each type of asset.
Vanguard Fiduciary Trust Company is the recordkeeper and trustee for the
Plans.
6
PARTICIPATION -
BU SAVINGS PLAN
The BU Savings Plan allows for a full-time employee covered by a
collective bargaining agreement to become a participant of this plan on
or after the date the full-time employee first performs an hour of
service for Xcel Energy, while a part-time employee (one who works less
than 40 hours per week) must complete one year and 1,000 hours of service
to become eligible. Certain former non-bargaining unit employees (i.e.
substantially retirees prior to July 1, 1998) continue to participate in
the BU Savings Plan.
EIP SAVINGS PLAN
The EIP Savings Plan allows for a full-time employee covered by a
collective bargaining agreement to become a participant in this plan on
or after the first day of the calendar quarter the employee completes one
year of service. Certain former non-bargaining unit employees (i.e.
substantially retirees prior to July 1, 1998) continue to participate in
the EIP Savings Plan.
EMPLOYEE AND EMPLOYER CONTRIBUTIONS - Each plan allows participants to
contribute a portion of their pre-tax and after-tax compensation and
allows for a discretionary company matching contribution (see Note 3).
VESTING - Employees in each plan are immediately vested in all
contributions, their own as well as company matching contributions.
DISTRIBUTIONS - Distributions of the full balance of a participant's
accounts can only be made for the following reasons: 1) upon retirement,
2) upon total and permanent disability, 3) at death of a plan member
(payment made to beneficiary), or 4) upon separation from Xcel Energy,
including its participating subsidiaries.
Members of these plans who become eligible for distributions will be
eligible to receive their vested account balances in the funds and Xcel
Energy common stock shares already allocated to the member as soon as is
practical following the receipt by the trustee of the completed forms.
Any amount not invested in Xcel Energy common stock will be paid in cash.
For the BU Savings Plan, Xcel Energy common stock can be transferred in
shares, or cash, or a combination of both (all fractional shares will be
paid in cash). For the EIP Savings Plan, Xcel Energy common stock can be
transferred in shares (fractional shares paid in cash).
For each plan, if the total amount of the member's vested account exceeds
$5,000, such plan cannot make the distribution until the member reaches
age 65, unless the member consents in writing to an earlier date. If the
total amount is less than $5,000, the amount will be distributed as soon
as administratively possible.
All vested account balances remaining in these plans after the member
decides to terminate employment with Xcel Energy for any reason, will be
invested in the funds of the member's choice (except that Employee Stock
Ownership Program amounts in the BU Savings Plan will continue to be held
in the Xcel Energy Common Stock Fund). For the BU Savings Plan which
provides for participant loans (see Note 6), the member will not be
eligible for loans or withdrawals. If the member has an outstanding loan
when he/she or their beneficiary is to receive a distribution, the loan
balance will be deducted from his/her distribution. The member will
continue to receive his/her share of investment earnings and dividend
distributions until the account is completely distributed.
DIVERSIFICATION - Additionally, participants of age 55 or older who have
completed at least ten years of participation in the Plan may elect to
receive a limited distribution from the Plan as required in the Internal
Revenue Code.
7
TERMINATION OF THE PLANS - While Xcel Energy expects to continue the
Plans, it reserves the right in its sole and absolute discretion to
amend, modify, change or terminate these plans or any other benefit plan
Xcel Energy may currently provide. Xcel Energy makes no commitments or
representations concerning the continuation of these Plans. If Xcel
Energy were to terminate the Plans, assets would be distributed in
accordance to ERISA.
ADMINISTRATIVE EXPENSES - Xcel Energy pays for certain administrative
expenses of the Plans. Certain investment advisory, trustee and
recordkeeping fees are paid by the Plans.
DIVIDENDS -
BU SAVINGS PLAN
For the BU Savings Plan, dividends earned on the common stock purchased
with employer contributions are distributed quarterly to these plan
participants in cash and are taxed to the participants as ordinary
dividend income. Dividends earned on the common stock purchased with
employee contributions are automatically reinvested in the common stock
fund and are considered taxable income when they are distributed from the
BU Savings Plan.
EIP SAVINGS PLAN
For the EIP Savings Plan, dividends earned on the common stock purchased
with employer and employee contributions are distributed quarterly to
these plan participants in cash and are taxed to the participants as
ordinary dividend income.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of each plan
have been prepared under the accrual method of accounting.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION - The investments of the
Plans are stated at fair value. Shares of registered investment companies
are valued at quoted market prices, which represent the net asset value
of shares held by these plans at year-end. Xcel Energy's common stock is
valued at its quoted market price. The change in the difference between
fair value and the cost of investments, including realized gains and
losses and unrealized appreciation (depreciation) is reflected in the
statements of changes in net assets available for benefits.
The Vanguard Retirement Savings Trust Fund, invests mainly in guaranteed
investment contracts and alternative investment contracts. These
contracts are carried in the Vanguard Retirement Savings Trust Fund's
audited financial statements at fair value, which approximates contract
value. The investment in the Vanguard Retirement Savings Trust Fund in
the accompanying financial statements is valued at the appropriate plan's
proportionate interest in the fund as of the financial statement date.
Interest rates earned on the investment change daily. In general, the
investments in this fund are of a high credit quality and short-term
average maturities.
Securities transactions are recognized on the trade date (the date the
order to buy or sell is executed). Dividend income is recorded on the
ex-dividend date.
8
PAYMENT OF BENEFITS - Benefit disbursements are recorded when paid.
3. PLAN FUNDING
EMPLOYEE AND EMPLOYER CONTRIBUTIONS (EIP SAVINGS PLAN) - Participants may
elect to contribute up to 15 percent of their pre-tax annual
compensation, as defined in the EIP Savings Plan. The Employer, at its
discretion, may make matching contributions and/or additional
discretionary contributions to this plan each plan quarter in cash or
shares of Xcel Energy's common stock. Employer contributions are subject
to certain limitations. For the year ended December 31, 2001, Xcel Energy
contributed to this plan amounts in accordance with the EIP Savings Plan
agreement. Management considers dividends paid to participants on shares
of Xcel Energy common stock and the tax savings resulting from these
dividends and company matching contributions to this plan when
determining the quarterly discretionary contribution. Xcel Energy's
contributions for a plan year may be made at any time during the plan
year or soon after the end of the plan year.
EIP Savings Plan's participants may direct up to 25 percent of their
deferral contributions and the company matching contributions.
Participants may direct 100 percent of their rollover contributions.
Participants may direct their contributions, the Employer contributions
and any rollovers into any or all of nine available investment options.
Any dividends and interest earned on investments directed by participants
will be reinvested in each of those same investments automatically. If
participants did not select one of the investment options, all of their
contributions will be invested in the Xcel Energy Common Stock Fund.
The Employee Investment Plan provides for two levels of discretionary
company contributions: (1) matching contributions based on employee
deferrals, and (2) contributions based on each eligible employee's
covered base pay. The amount of these contributions, if any, is based on
the tax savings resulting from the employer contribution and the payment
of the pass through dividends, and is allocated to each eligible
participant's account on a quarterly basis.
EMPLOYEE CONTRIBUTIONS (BU SAVINGS PLAN) - The BU Savings Plan allow
employees to contribute (in multiples of one percent) between 1% and 15%
of their annual compensation in pre-tax contributions and between 1% and
8% in after-tax contributions. The combination of pre-tax and after-tax
contributions cannot exceed 15%. Contributions may be deferred for income
tax purposes, up to the Internal Revenue Code Section 402(g) limit. A
member can change his/her percentage of authorized compensation to be
contributed to the plan on a daily basis, to become effective the first
day of the payroll period following receipt of the change by The Vanguard
Group of Investment Companies.
EMPLOYER CONTRIBUTIONS (BU SAVINGS PLAN) - Xcel Energy may contribute cash
or shares of common stock of Xcel Energy to the BU Savings Plan. Xcel
Energy's contributions for a plan year may be made at any time during the
plan year or soon after the end of the plan year. The Board of Directors
approved Xcel Energy's 2001 plan year match on March 27, 2002. Xcel
Energy, as approved by the Board of Directors, matched contributions
through the issuance of common stock valued at approximately $3.7 million
and approximately $5.6 million for the 2001 and 2000 plan years. The
number of shares of common stock contributed was determined using Xcel
Energy's average common stock price for the plan year, and each
participant's annual contribution eligible for matching (100% of the first
3%, and 50% of the next 4% of a participant's contribution).
9
4. FEDERAL INCOME TAX STATUS
BU SAVINGS PLAN AND EIP SAVINGS PLAN
The Internal Revenue Service has determined and informed Xcel Energy by
letter dated January 4, 1994, for the BU Savings Plan and by a letter
dated March 12, 1998, for the EIP Savings Plan that each plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). These plans have been amended since receiving the
determination letters. However, the Plan Administrator believes that these
plans are designed and are currently being operated in compliance with the
applicable provisions of the IRC.
5. NONPARTICIPANT - DIRECTED INVESTMENTS
Information on the net assets and the significant components of the
change in net assets available for benefits relating to each Plan's
nonparticipant - directed investment (Xcel Energy Common Stock Fund) is
shown below:
DECEMBER 31,
----------------------------------
NET ASSETS: 2001 2000
--------------- ----------------
BU Savings Plan
Xcel Energy Common Stock Fund $ 71,582,586 $ 73,858,651
Employer Contribution Receivable 3,749,329 5,551,479
--------------- ----------------
$ 75,331,915 $ 79,410,130
=============== ================
EIP Savings Plan
Xcel Energy Common Stock Fund $ 45,877,511 $ 47,931,552
Employer Contribution Receivable 275,196 284,677
Employee Contribution Receivable 978 59
--------------- ----------------
$ 46,153,685 $ 48,216,288
=============== ================
FOR THE YEAR ENDED DECEMBER 31, 2001
-----------------------------------------
BU SAVINGS EIP SAVINGS
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS: PLAN PLAN
--------------- ---------------
Interest and dividend income $ 3,920,142 $ 2,475,125
Net depreciation in fair value of investments (2,226,116) (2,207,790)
Contributions 3,749,329 3,167,383
Withdrawals, distributions and expenses (9,671,876) (4,443,020)
Transfers to participant-directed investments, net 150,306 (1,054,301)
--------------- ---------------
Net decrease $ (4,078,215) $ (2,062,603)
=============== ===============
The Xcel Energy Common Stock Fund of the EIP Savings Plan consists
substantially of non-participant directed assets. These assets have been
presented in the financial statements as non-participant directed.
10
6. PARTICIPANT LOANS
BU SAVINGS PLAN
A participant may elect to borrow funds from his/her account in any amount
greater than $1,000, but less than 50% of the participant's pre-tax
account balance. In no event can a member borrow more than $50,000, minus
the participant's highest outstanding loan balance in the previous 12
months. Loans are for a period not to exceed 5 years for non-home loans or
15 years for home loans. The loans bear interest at a rate determined by
Xcel Energy based on prevailing market rates. A participant can only have
one loan outstanding at a time. Repayment of the loans, plus interest, is
credited to each participant's account, as paid.
7. RELATED PARTY TRANSACTIONS
Certain investments of the Plans are shares of Xcel Energy Common Stock.
Also, certain investments of the Plans are shares of common/collective
trust funds and short-term investments managed by Vanguard Fiduciary
Trust. Vanguard is the trustee as defined by the Plans and, therefore,
these transactions qualify as party-in-interest. Fees incurred for
investment management services are paid by Xcel Energy on behalf of the
Plans.
8. RISKS AND UNCERTAINTIES
The Plans provide for investment in a variety of investment funds.
Investments, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility risk. Due to the level of risk
associated with certain investments, it is reasonably possible that
changes in the values of the investments will occur in the near term and
that such changes could materially affect participants' account balances
and the amounts reported in the statements of net assets available for
benefits.
9. INABILITY TO OBTAIN CONSENT OF PRIOR INDEPENDENT PUBLIC ACCOUNTANTS
There may be risks and the participants' recovery may be limited as a
result of the Plans' prior use of Arthur Andersen LLP as the Plans'
independent public accounting firm. On June 15, 2002, Arthur Andersen LLP
was convicted for obstruction of justice charges. Arthur Andersen LLP
audited the Plans for the year ended December 31, 2000. On March 27, 2002,
Arthur Andersen LLP was dismissed as the Plans' independent auditors and
on April 30, 2002, Deloitte & Touche LLP was hired for the 2001 and 2002
fiscal years. Because the former audit partner and manager have left
Arthur Andersen LLP, the Plans was not able to obtain the written consent
of Arthur Andersen LLP as required by Section 7 of the Securities Act of
1933 (the Securities Act). Accordingly, participants will not be able to
sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act
and therefore may have their recovery limited as a result of the lack of
consent.
11
SCHEDULE 1
NEW CENTURY ENERGIES, INC. EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
SCHEDULE H, PART IV, LINE 4I- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
----------------------------------------------------------------------
IDENTITY OF ISSUE NUMBER OF SHARES/UNITS COST CURRENT VALUE
Xcel Energy Common Stock Fund (1):
Xcel Energy Common Stock 2,658,895 $ 50,456,782 $ 73,757,756
Registered Investment Companies (1):
Vanguard PRIMECAP Fund 1,793,590 72,612,504 92,405,737
Vanguard Wellington Fund 1,494,732 39,569,422 40,746,407
Vanguard 500 Index Fund 151,192 13,720,128 16,009,710
Vanguard Total Bond Market Index 1,250,216 12,431,248 12,677,189
American Century Value Fund 449,304 2,881,570 3,145,131
American Funds Euro Pacific Growth 73,553 2,640,370 1,976,377
American Funds SMALLCAP World 73,016 2,637,232 1,673,538
Common/ Collective Trust (1)
Vanguard Retirement Savings Trust Fund 28,466,052 28,466,052 28,466,052
Participant Loans 5.26%-7.83% (1) 6,311,241 6,311,241
------------ ------------
Total $231,726,549 $277,169,138
============ ============
(1) Represents transaction with party-in-interest (Note 7)
The accompanying notes to financial
statements are an integral part of this schedule.
12
SCHEDULE 2
NEW CENTURY ENERGIES, INC. EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
SCHEDULE H, PART IV, LINE 4J - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY SELLING TRANSACTION NET
INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE PRICE COST OF ASSET DATE GAIN
-------------------- ---------------------------- -------------- ----------- ------------- ----------- ----------
The Vanguard Group Vanguard PRIMECAP Fund $14,737,811 $ - $ - $14,737,811 $ -
The Vanguard Group Vanguard PRIMECAP Fund - 18,850,126 16,408,250 18,850,126 2,441,876
The Vanguard Group Vanguard Retirement Savings 17,560,683 - - 17,560,683 -
Trust Fund
The Vanguard Group Vanguard Retirement Savings - 14,348,478 14,348,478 14,348,478 -
Trust Fund
Xcel Energy Inc. Xcel Energy Stock Fund 12,722,314 - - 12,722,314 -
Xcel Energy Inc. Xcel Energy Stock Fund - 10,991,811 9,074,509 10,991,811 1,917,302
No reportable transactions included lease rental or had expense incurred with
these transactions.
The accompanying notes to financial
statements are an integral part of this schedule.
13
SCHEDULE 3
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT
EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
SCHEDULE H, PART IV, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
------------------------------------------------------------------------
IDENTITY OF ISSUE NUMBER COST CURRENT VALUE
OF
SHARES/UNITS
Xcel Energy Common Stock Fund (1):
Xcel Energy Common Stock 1,653,840 34,002,025 45,877,511
Registered Investment Companies (1):
American Century Value Fund 273,331 1,759,887 1,913,316
American Funds Euro Pacific Growth 26,002 939,795 698,670
Vanguard Total Bond Market Index 34,408 345,958 348,894
Vanguard 500 Index Fund 2,539 294,298 268,867
Vanguard PRIMECAP Fund 9,352 560,478 481,828
Vanguard Wellington Fund 4,786 138,596 130,480
American Funds SMALLCAP World 2,023 69,800 46,373
Common/ Collective Trust (1)
Vanguard Retirement Savings Trust Fund 301,053 301,053 301,053
------------ ------------
Total $ 38,411,890 $ 50,066,992
============ ============
(1) Represents transaction with party-in-interest (Note 7)
The accompanying notes to financial
statements are an integral part of this schedule.
14
SCHEDULE 4
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT
EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
SCHEDULE H, PART IV, LINE 4J - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY SELLING TRANSACTION NET
INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE PRICE COST OF ASSET DATE GAIN
----------------- ----------------------- -------------- ---------- ------------- ----------- ---------
Xcel Energy Inc. Xcel Energy Stock Fund $2,475,125 $ - $ - $2,475,125 $ -
Xcel Energy Inc. Xcel Energy Stock Fund - 2,475,125 2,475,125 2,475,125 -
Xcel Energy Inc. Xcel Energy Stock Fund 3,225,735 - - 3,225,735 -
Xcel Energy Inc. Xcel Energy Stock Fund - 3,071,986 2,212,742 3,071,986 859,244
No reportable transactions were for lease rental or had expense incurred with
these transactions.
The accompanying notes to financial
statements are an integral part of this schedule.
15
XCEL ENERGY INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Xcel Energy Inc. has duly caused this annual report on Form 11-K to be signed on
its behalf by the undersigned, thereunto duly authorized on June 28, 2002.
NEW CENTURY ENERGIES, INC. EMPLOYEES' SAVINGS AND
STOCK OWNERSHIP PLAN FOR BARGAINING UNIT EMPLOYEES
AND FORMER NON-BARGAINING UNIT EMPLOYEES
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT
PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER
NON-BARGAINING UNIT EMPLOYEES
By /s/ David E. Ripka
-----------------------------------------
David E. Ripka
Vice President and
Controller
Xcel Energy Inc.
16
INDEPENDENT AUDITORS' REPORT
New Century Energies, Inc. Employees' Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees
We have audited the accompanying statement of net assets available for
benefits of the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit
Employees (the Plan) as of December 31, 2001 and the related statement of
changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The statement of net assets available for benefits of the Plan
as of December 31, 2000 and the related statement of changes in net assets
available for benefits for the year then ended was audited by other auditors
whose report, dated June 15, 2001, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 2001 and the changes in net assets available for benefits for
the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 2001 and schedule of
reportable transactions for the year ended December 31, 2001 are presented
for the purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic 2001 financial statements, and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
June 24, 2002
17
INDEPENDENT AUDITORS' REPORT
New Century Energies, Inc. Employee Investment Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees
We have audited the accompanying statement of net assets available for
benefits of the New Century Energies, Inc. Employee Investment Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees (the Plan)
as of December 31, 2001 and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
statement of net assets available for benefits of the Plan as of December 31,
2000 and the related statement of changes in net assets available for
benefits for the year then ended was audited by other auditors whose report,
dated June 15, 2001, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 2001 and the changes in net assets available for benefits for
the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 2001 and schedule of
reportable transactions for the year ended December 31, 2001 are presented
for the purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic 2001 financial statements, and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
June 24, 2002
18
THIS IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT.
THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
(SEE NOTE 9 FOR FURTHER DISCUSSION)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Plan Administrator of the NCE Employees' Savings and
Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining
Unit Employees:
We have audited the accompanying statement of net assets available for
benefits of the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit
Employees as of December 31, 2000 and 1999, and the related statements of
changes in net assets available for benefits for the years ended December 31,
2000 and 1999. These financial statements are the responsibility of the
plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the New
Century Energies, Inc. Employees' Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the years ended December 31, 2000 and 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 4 through 6
of assets held at end of year, reportable transactions and nonexempt
transactions are presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 15, 2001
19
THIS IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT.
THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
(SEE NOTE 9 FOR FURTHER DISCUSSION)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Plan Administrator of the NCE Employee Investment
Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees:
We have audited the accompanying statements of net assets available for
benefits of the New Century Energies, Inc. Employee Investment Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees as of
December 31, 2000 and 1999, and the related statements of changes in net
assets available for benefits for the years ended December 31, 2000 and 1999.
These financial statements are the responsibility of the plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the New
Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees
and Former Non-Bargaining Unit Employees as of December 31, 2000 and 1999,
and the changes in its net assets available for benefits for the years ended
December 31, 2000 and 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 7 through 9
of assets held at end of year, reportable transactions and nonexempt
transactions are presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 15, 2001
20