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 DEC. 31, 2002
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
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, Minn. 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)
- Report of Independent Auditors 2
- Statements of Net Assets Available for Benefits as of Dec. 31, 2002 and 2001 3
- Statements of Changes in Net Assets Available for Benefits
for the Years Ended Dec. 31, 2002 and 2001 4
New Century Energies, Inc. Employee Investment Plan For Bargaining Unit Employees
and Former Non-Bargaining Unit Employees (EIP Savings Plan)
- Report of Independent Auditors 5
- Statements of Net Assets Available for Benefits as of Dec. 31, 2002 and 2001 6
- Statements of Changes in Net Assets Available for Benefits
for the Years Ended Dec. 31, 2002 and 2001 7
Notes to Financial Statements for the BU Savings Plan and EIP Savings Plan 8-13
Supplemental Schedules of Assets (Held at Year End) and Reportable Transactions
-BU Savings Plan (Schedules 1-2) 14-15
-EIP Savings Plan (Schedules 3-4) 16-17
Signature 18
Exhibits
Exhibit 23.01: Consent of Independent Auditors 19
Exhibit 99.01: Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 20
1
REPORT OF INDEPENDENT AUDITORS
New Century Energies Employees' Savings and
Stock Ownership Plan for Bargaining Unit Employees
and Former Non-Bargaining Unit Employees
We have audited the accompanying statements of net assets available for benefits
of New Century Energies, Inc. Employees' Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees as of
December 31, 2002 and 2001, and the related statements of changes in net assets
available for benefits for the years 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 audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted 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 and schedule of reportable 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 audit 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.
/s/ DELOITTE & TOUCHE LLP
------------------------------
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 30, 2003
2
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
DEC. 31, 2002 AND 2001
2002 2001
---------------- ----------------
ASSETS:
Investments, at fair value:
Xcel Energy Common Stock fund (notes 1 and 5)
Participant directed .................................. $ 4,378,451 $ 2,175,170
Non-participant directed .............................. 28,681,202 71,582,586
---------------- ----------------
33,059,653 73,757,756
Investments in registered investment companies:
Vanguard PRIMECAP fund ................................ 60,474,791 92,405,737
Vanguard Wellington fund .............................. 34,893,891 40,746,407
Vanguard 500 Index fund ............................... 11,341,072 16,009,710
Vanguard Total Bond Market Index fund ................. 16,109,231 12,677,189
American Century Value fund ........................... 3,065,887 3,145,131
American Funds EuroPacific Growth fund ................ 1,890,120 1,976,377
American Funds SMALLCAP World fund .................... 1,443,075 1,673,538
---------------- ----------------
129,218,067 168,634,089
Investments in common/collective trusts:
Vanguard Retirement Savings Trust fund ................ 35,948,844 28,466,052
Participant loans (note 6) ................................... 5,978,200 6,311,241
---------------- ----------------
Total investments ..................................... 204,204,764 277,169,138
---------------- ----------------
Receivables:
Xcel Energy contributions (note 3) .................... 3,959,914 3,749,329
Employee contributions (note 3) ....................... 343,495 3,095
Dividend receivable ................................... 563,517 997,086
---------------- ----------------
Total receivables ..................................... 4,866,926 4,749,510
Total assets .......................................... 209,071,690 281,918,648
Net assets available for benefits ............................ $ 209,071,690 $ 281,918,648
================ ================
See Notes to Financial Statements
3
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 DEC. 31, 2002 AND 2001
2002 2001
-------------- --------------
Net investment (loss)/income:
Interest and dividend income .................................... $ 7,422,023 $ 12,046,419
Interest income on participant loans ............................ 377,509 387,065
Net (depreciation)/appreciation in fair value of:
Xcel Energy Common Stock fund .............................. (44,180,861) (2,437,291)
Registered investment companies............................. (30,997,926) (20,413,908)
Common/collective trusts.................................... 783 --
-------------- --------------
(67,378,472) (10,417,715)
Contributions:
Xcel Energy contributions ....................................... 3,956,308 3,746,717
Participant contributions ....................................... 10,552,740 9,558,813
-------------- --------------
14,509,048 13,305,530
Transfers from the Plan: (note 1) ...................................... -- (2,237,485)
Withdrawals, distributions and expenses:
Distributions to participants - cash and common stock ........... (16,530,295) (14,204,603)
Dividends paid to participants .................................. (3,447,239) (3,920,142)
-------------- --------------
(19,977,534) (18,124,745)
Net (decrease)/increase in net assets available for benefits................. (72,846,958) (17,474,415)
Net assets available for benefits at beginning of year ................. $ 281,918,648 $ 299,393,063
-------------- --------------
Net assets available for benefits at end of year ....................... $ 209,071,690 $ 281,918,648
============== ==============
See Notes to Financial Statements
4
REPORT OF INDEPENDENT AUDITORS
New Century Energies 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 New Century Energies, Inc. Employee Investment Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees as of December 31, 2002 and
2001, and the related statements of changes in net assets available for benefits
for the years 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 audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted 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 and schedule of reportable 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 audit 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.
/s/ DELOITTE & TOUCHE LLP
---------------------------
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 30, 2003
5
NEW CENTURY ENERGIES, INC.
EMPLOYEE INVESTMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DEC. 31, 2002 AND 2001
2002 2001
-------------- --------------
ASSETS:
Investments, at fair value:
Xcel Energy Common Stock fund (notes 1 and 5):
Participant directed .................................... $ 12,337,090 $ 28,436,970
Non-participant directed ................................ 7,249,246 17,440,541
-------------- --------------
19,586,336 45,877,511
Investments in registered investment companies:
Vanguard PRIMECAP fund .................................. 375,914 481,828
Vanguard Wellington fund ................................ 157,267 130,480
Vanguard 500 Index fund ................................. 237,677 268,867
Vanguard Total Bond Market Index fund ................... 438,290 348,894
American Century Value fund ............................. 1,643,297 1,913,316
American Funds EuroPacific Growth fund .................. 563,065 698,670
American Funds SMALLCAP World fund ...................... 38,106 46,373
-------------- --------------
3,453,616 3,888,428
Investment in common/collective trusts:
Vanguard Retirement Savings Trust fund .................. 255,266 301,053
-------------- --------------
Total investments ....................................... 23,295,218 50,066,992
-------------- --------------
Receivables:
Xcel Energy contributions (notes 1 and 3) ............... 280,759 275,196
Employee contributions (notes 1 and 3) .................. 88,746 978
Dividend receivable ..................................... 333,858 620,190
-------------- --------------
Total receivables ....................................... 703,363 896,364
-------------- --------------
Total assets ............................................ 23,998,581 50,963,356
-------------- --------------
Net assets available for benefits .............................. $ 23,998,581 $ 50,963,356
============== ==============
See Notes to Financial Statements
6
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 DEC. 31, 2002 AND 2001
2002 2001
-------------- --------------
Net investment income:
Interest and dividend income ...................................... $ 1,976,444 $ 3,218,729
Net (depreciation/appreciation in fair value of:
Xcel Energy Common Stock fund ..................................... (26,903,919) (2,207,789)
Registered investment companies ................................... (621,096) (45,396)
Common/collective trusts .......................................... -- --
-------------- --------------
(25,548,571) 965,544
Contributions:
Xcel Energy contributions ......................................... 1,001,490 1,049,731
Participant contributions ......................................... 2,434,489 2,594,023
-------------- --------------
3,435,979 3,643,754
Transfers from the plan (note 1) ......................................... -- (1,088,225)
Withdrawals, distributions and expenses:
Distributions to participants - cash and common stock ............. (2,686,343) (2,074,717)
Dividends paid to participants .................................... (2,165,840) (2,475,125)
-------------- --------------
(4,852,183) (4,549,842)
-------------- --------------
Net (decrease)/increase in net assets available for benefits ............. (26,964,775) (1,028,769)
Net assets available for benefits at beginning of year ................... $ 50,963,356 $ 51,992,125
-------------- --------------
Net assets available for benefits at end of year ......................... $ 23,998,581 $ 50,963,356
============== ==============
See Notes to Financial Statements
7
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 Northern States Power Co. (NSP) and New Century Energies,
Inc. (NCE) merged and formed Xcel Energy Inc. (Xcel Energy).
GENERAL - The Plans are employee benefit plans which provide eligible
employees of the former 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 Co. is the recordkeeper and trustee for the Plans.
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.
8
EMPLOYEE AND XCEL ENERGY CONTRIBUTIONS - Each plan allows participants to
contribute a portion of their pre-tax and after-tax compensation and allows
for a discretionary Xcel Energy matching contribution (see Note 3).
VESTING - Employees in each plan are immediately vested in all
contributions, their own as well as Xcel Energy 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 a 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 they or their beneficiary is to receive a distribution, the loan
balance will be deducted from their distribution. The member will continue
to receive their share of investment earnings and dividend distributions
until the account is completely distributed.
DIVERSIFICATION - Participants who are age 55 or older and who have
completed at least ten years of participation in the Plan may elect to
receive a limited distribution from the Plan as allowed in the Internal
Revenue Code (IRC).
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 with ERISA.
ADMINISTRATIVE EXPENSES - Xcel Energy pays certain administrative expenses
of the Plans. Certain investment advisory, trustee and recordkeeping fees
are paid by the Plans.
9
DIVIDENDS -
BU SAVINGS PLAN
For the BU Savings Plan, dividends earned on the common stock purchased
with Xcel Energy 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 Xcel Energy 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.
PAYMENT OF BENEFITS - Benefit disbursements are recorded when paid.
10
3. PLAN FUNDING
EMPLOYEE AND XCEL ENERGY 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. Xcel Energy, 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. Xcel Energy contributions are subject to certain
limitations. For the year ended Dec. 31, 2002, 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
Xcel Energy 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 Xcel Energy matching contributions.
Participants may direct 100 percent of their rollover contributions.
Participants may direct their contributions, the Xcel Energy 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 Xcel
Energy 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 Xcel Energy 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 percent and
15 percent of their annual compensation in pre-tax contributions and
between 1 percent and 8 percent in after-tax contributions. The combination
of pre-tax and after-tax contributions cannot exceed 15 percent.
Contributions may be deferred for income tax purposes, up to the IRC
Section 402(g) limit. A member can change their 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.
XCEL ENERGY 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. Xcel Energy contributed
Xcel Energy common stock valued at approximately $4.0 million for the 2002
plan year and approximately $3.7 million for the 2001 plan year. 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 percent of the first 3 percent, and
50 percent of the next 4 percent of a participant's contribution).
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 Jan. 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 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. An
application for a determination letter was submitted to the Internal
Revenue Service in February 2002, and a reply is pending.
11
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:
DEC. 31,
2002 2001
-------------- --------------
NET ASSETS:
BU Savings Plan
Xcel Energy Common Stock fund ........... $ 28,681,202 $ 71,582,586
Xcel Energy contribution receivable ..... 3,959,914 3,749,329
-------------- --------------
$ 32,641,116 $ 75,331,915
============== ==============
EIP Savings Plan:
Xcel Energy Common Stock fund ........... $ 7,249,246 $ 17,440,541
Xcel Energy contribution receivable ..... 251,717 275,196
-------------- --------------
$ 7,500,963 $ 17,715,737
============== ==============
FOR THE YEAR ENDED DEC. 31, 2002
BU SAVINGS EIP SAVINGS
PLAN PLAN
---------------- ----------------
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS:
Net depreciation in fair value of investments ................ (43,229,327) (10,148,969)
Contributions ................................................ 3,956,308 871,582
Withdrawals, distributions and expenses ...................... (3,157,560) (929,691)
Transfers to participant-directed investments, net ........... (260,220) (7,696)
---------------- ----------------
Net decrease .......................................... $ (42,690,799) $ (10,214,774)
================ ================
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.
6. PARTICIPANT LOANS
BU SAVINGS PLAN
A participant may elect to borrow funds from their account in any amount
greater than $1,000, but less than 50 percent 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.
12
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.
13
NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES Schedule 1
Schedule of Assets Held for Investment Purposes
As of Dec. 31, 2002
-------------------------------------------------------------------------------
New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030
Attachment to Form 5500, Schedule H, Line 4(i):
Identity of Issue Investment Type Cost Current Value
---------------------------------- ------------------------------ ---------------------- ----------------
* American Cent. Value Fund Registered Investment Company $ 3,286,331.46 3,065,887.63
* American Funds EuroPacific Gro Registered Investment Company 2,725,610.60 1,890,119.68
* SMALLCAP World Registered Investment Company 2,610,755.33 1,443,074.98
* Vanguard 500 Index Inv Registered Investment Company 12,538,472.18 11,341,071.75
* Vanguard PRIMECAP Fund Registered Investment Company 62,641,977.31 60,474,790.77
* Vanguard Total Bond Mkt Index Registered Investment Company 15,536,195.19 16,109,231.41
* Vanguard Wellington Inv Registered Investment Company 37,486,505.12 34,893,891.43
* Vanguard Retire Savings Trust Common/Collective Trust 35,948,843.57 35,948,843.57
* Xcel Energy Stock Fund Company Stock Fund 54,120,031.07 33,059,652.79
* Loan Fund 5.25% - 7.83% 5,978,200.00 5,978,200.00
---------------------- ----------------
Total assets held for investment purposes $ 232,872,921.83 $ 204,204,764.01
====================== ================
* Party in Interest
14
NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES Schedule 2
Schedule of Reportable Transactions *
Year Ended Dec. 31, 2002
--------------------------------------------------------------------------------
*
New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030
Attachment to Form 5500, Schedule H, Line 4(j):
Description of Asset (include
Identity of interest rate and maturity in Historical Cost of
Party Involved the case of a loan) Purchase Price Selling Price Asset
------------------------------------------------- ------------------- ----------------- -------------------
The Vanguard Group Vanguard PRIMECAP Fund $ 6,687,845.14
The Vanguard Group Vanguard PRIMECAP Fund $ 16,334,330.27 $ 16,749,530.61
The Vanguard Group Vanguard Retire Savings Trust 17,787,897.80
The Vanguard Group Vanguard Retire Savings Trust 10,305,106.00 10,305,106.00
The Vanguard Group Xcel Energy Stock Fund 9,226,350.56
The Vanguard Group Xcel Energy Stock Fund 5,748,182.66 5,563,101.56
Description of Asset (include Current Value
Identity of interest rate and maturity in of Asset on Historical
Party Involved the case of a loan) Transaction Date Gain (Loss)
------------------------------------------------- ------------------ ----------------
The Vanguard Group Vanguard PRIMECAP Fund $ 6,687,845.14
The Vanguard Group Vanguard PRIMECAP Fund 16,334,330.27 $ (415,200.34)
The Vanguard Group Vanguard Retire Savings Trust 17,787,897.80
The Vanguard Group Vanguard Retire Savings Trust 10,305,106.00 --
The Vanguard Group Xcel Energy Stock Fund 9,226,350.56
The Vanguard Group Xcel Energy Stock Fund 5,748,182.66 185,081.10
* Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of the beginning of the plan year as defined
in section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
15
NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES Schedule 3
Schedule of Assets Held for Investment Purposes
As of December 31, 2002
--------------------------------------------------------------------------------
New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030
Attachment to Form 5500, Schedule H, Line 4(i):
Identity of Issue Investment Type Cost Current Value
------------------------------------- ----------------------------- --------------- ----------------
* American Cent. Value Fund Registered Investment Company $ 1,779,120.70 $ 1,643,296.65
* American Funds EuroPacific Gro Registered Investment Company 848,663.78 563,064.94
* SMALLCAP World Registered Investment Company 65,656.79 38,106.05
* Vanguard 500 Index Inv Registered Investment Company 324,496.49 237,677.15
* Vanguard PRIMECAP Fund Registered Investment Company 532,669.40 375,913.87
* Vanguard Total Bond Mkt Index Registered Investment Company 425,646.11 438,290.39
* Vanguard Wellington Inv Registered Investment Company 181,244.25 157,267.06
* Vanguard Retire Savings Trust Common/Collective Trust 255,266.09 255,266.09
* Xcel Energy Stock Fund Company Stock Fund 34,562,087.09 19,586,335.69
--------------- ----------------
Total assets held for investment purposes $ 38,974,850.70 $ 23,295,217.89
=============== ================
* Party in Interest
16
NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES Schedule 4
Schedule of Reportable Transactions *
Year Ended December 31, 2002
--------------------------------------------------------------------------------
*
New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030
Attachment to Form 5500, Schedule H, Line 4(j):
Description of Asset (include interest
Identity of Party rate and maturity in the case of a Historical Cost of
Involved loan) Purchase Price Selling Price Asset
------------------------------------------------------------ -------------- --------------- ------------------
The Vanguard Group Pass Through Dividend Fund $ 2,165,840.47
The Vanguard Group Pass Through Dividend Fund $ 2,165,840.47 $ 2,165,841.83
The Vanguard Group Xcel Energy Stock Fund 3,096,369.30
The Vanguard Group Xcel Energy Stock Fund 2,483,625.12 2,536,307.50
Description of Asset (include interest Current Value of
Identity of Party rate and maturity in the case of a Asset on Historical Gain
Involved loan) Transaction Date (Loss)
------------------------------------------------------------ ---------------- ---------------
The Vanguard Group Pass Through Dividend Fund $ 2,165,840.47
The Vanguard Group Pass Through Dividend Fund 2,165,840.47 $ (1.36)
The Vanguard Group Xcel Energy Stock Fund 3,096,369.30
The Vanguard Group Xcel Energy Stock Fund 2,483,625.12 (52,682.38)
* Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of the beginning of the plan year as defined
in section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
17
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 30, 2003.
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/ PARKER W. NEWCOMB
-------------------------------------
Parker W. Newcomb
Vice President, Total Compensation
and Human Resources Operations,
Member, Pension Trust Administration Committee
18