SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the year ended Dec. 31, 2007 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-3034
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
XCEL ENERGY INC.
414 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55401
TABLE OF CONTENTS
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Page(s) |
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Financial Statements |
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New Century Energies, Inc. Employees Savings and Stock Ownership Plan for Bargaining |
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Unit Employees and Former Non-Bargaining Unit Employees (BU Savings Plan) |
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2 |
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- Statements of Net Assets Available for Benefits as of Dec. 31, 2007 and 2006 |
3 |
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4 |
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New Century Energies, Inc. Employee Investment Plan For Bargaining Unit Employees |
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and Former Non-Bargaining Unit Employees (EIP Savings Plan) |
5 |
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6 |
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- Statements of Net Assets Available for Benefits as of Dec. 31, 2007 and 2006 |
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7 |
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Notes to Financial Statements for the BU Savings Plan and EIP Savings Plan |
8-14 |
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Supplemental Schedules of Assets (Held at Year End) and Reportable Transactions |
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15-16 |
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17-18 |
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19 |
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Exhibits |
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Exhibit 23.01: Consent of Independent Registered Public Accounting Firm |
20 |
Note: All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
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 statements 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, 2007 and 2006, 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 Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2007 and 2006, 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 schedules of (1) assets (held at end of year) as of December 31, 2007, and (2) transactions in excess of five percent of the current value of plan assets for the year ended December 31, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plans management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP |
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DELOITTE & TOUCHE LLP |
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Minneapolis, MN |
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June 27, 2008 |
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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
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Dec. 31, |
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Dec. 31, |
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2007 |
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2006 |
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ASSETS: |
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Receivables: |
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Xcel Energy contributions (Notes 1 and 3) |
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$ |
5,056,125 |
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$ |
6,551,818 |
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Dividends |
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662,655 |
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665,353 |
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Other |
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33,934 |
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Total receivables |
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5,718,780 |
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7,251,105 |
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Xcel Energy Common Stock Fund (Notes 1, 5 and 9): |
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Participant directed |
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6,625,173 |
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7,136,626 |
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Non-participant directed |
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58,401,426 |
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61,820,814 |
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Total Xcel Energy Common Stock Fund |
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65,026,599 |
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68,957,440 |
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General investments, at fair value: |
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Value of interest in registered investment companies |
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270,150,796 |
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254,278,247 |
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Loans to participants (Note 6) |
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5,288,612 |
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5,073,250 |
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Total general investments |
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275,439,408 |
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259,351,497 |
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Net assets available for benefits |
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$ |
346,184,787 |
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$ |
335,560,042 |
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The accompanying notes are an integral part of the 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,
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2007 |
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2006 |
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Contributions: |
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Xcel Energy |
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$ |
5,056,125 |
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$ |
6,553,766 |
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Participant |
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12,387,866 |
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11,957,921 |
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Total contributions |
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17,443,991 |
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18,511,687 |
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Investment income: |
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Dividends |
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17,460,310 |
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16,128,702 |
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Interest on participant loans |
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394,981 |
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337,566 |
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Net appreciation (depreciation) in fair value of: |
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Xcel Energy Common Stock Fund (Notes 5 and 9) |
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(1,930,685 |
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14,225,450 |
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Registered investment companies |
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6,325,278 |
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13,418,850 |
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Total investment income |
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22,249,884 |
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44,110,568 |
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Other additions (Note 10) |
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1,139,933 |
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Benefits paid to participants cash and common stock |
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(26,607,751 |
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(24,968,831 |
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Dividends paid to participants |
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(2,461,379 |
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(2,468,457 |
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Net increase in net assets available for benefits |
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10,624,745 |
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36,324,900 |
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Net assets available for benefits at beginning of year |
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335,560,042 |
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299,235,142 |
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Net assets available for benefits at end of year |
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$ |
346,184,787 |
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$ |
335,560,042 |
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The accompanying notes are an integral part of the financial statements
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
New Century Energies, Inc. 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 (the Plan) as of December 31, 2007 and 2006, 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 Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2007 and 2006, 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 schedules of (1) assets (held at end of year) as of December 31, 2007, and (2) transactions in excess of five percent of the current value of plan assets for the year ended December 31, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plans management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP |
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DELOITTE & TOUCHE LLP |
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Minneapolis, MN |
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June 27, 2008 |
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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
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Dec. 31, |
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Dec. 31, |
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2007 |
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2006 |
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ASSETS: |
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Receivables: |
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Xcel Energy contributions (Notes 1 and 3) |
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$ |
702,456 |
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$ |
836,753 |
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Dividends |
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350,990 |
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349,857 |
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Total receivables |
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1,053,446 |
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1,186,610 |
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Xcel Energy Common Stock Fund (Notes 1, 5 and 9): |
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Participant directed |
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22,439,053 |
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23,642,879 |
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Non-participant directed |
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12,003,729 |
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12,616,412 |
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Total Xcel Energy Common Stock Fund |
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34,442,782 |
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36,259,291 |
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General investments, at fair value: |
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Value of interest in registered investment companies |
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16,687,086 |
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12,302,454 |
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Loans to participants (Note 6) |
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1,084,689 |
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1,051,566 |
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Total general investments |
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17,771,775 |
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13,354,020 |
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Net assets available for benefits |
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$ |
53,268,003 |
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$ |
50,799,921 |
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The accompanying notes are an integral part of the 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,
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2007 |
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2006 |
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Contributions: |
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Xcel Energy |
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$ |
702,456 |
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$ |
836,753 |
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Participant |
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2,774,075 |
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2,456,052 |
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Total contributions |
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3,476,531 |
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3,292,805 |
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Investment income: |
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Dividends |
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2,204,899 |
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2,029,732 |
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Interest on participant loans |
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96,385 |
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47,146 |
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Net appreciation (depreciation) in fair value of: |
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Xcel Energy Common Stock Fund (Notes 5 and 9) |
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(781,398 |
) |
7,375,821 |
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Registered investment companies |
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19,948 |
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840,429 |
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Total investment income |
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1,539,834 |
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10,293,128 |
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Other additions (Note 10) |
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79,019 |
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Benefits paid to participants cash and common stock |
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(1,705,521 |
) |
(2,391,243 |
) |
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Dividends paid to participants |
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(842,762 |
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(1,134,414 |
) |
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Net increase in net assets available for benefits |
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2,468,082 |
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10,139,295 |
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Net assets available for benefits at beginning of year |
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50,799,921 |
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40,660,626 |
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Net assets available for benefits at end of year |
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$ |
53,268,003 |
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$ |
50,799,921 |
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The accompanying notes are an integral part of the 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
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 Plans agreement and to the Prospectus and Supplemental Summary Plan Description (SPD) for a more complete description of each Plans provisions. The Notes to Financial Statements generally apply to both Plans and specific disclosures are presented to address matters for individual plans, where applicable.
General - The Plans are employee benefit plans which provide eligible employees of participating subsidiaries of Xcel Energy Inc. (Xcel Energy) the opportunity to participate in tax deferred savings plans. Each Plan also provides for the ownership of Xcel Energy common stock through employee contributions and employer matching contributions. The Plans are defined contribution plans and include an employee stock ownership plan. Each Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Plan and Trust Management The Plan Administrator of each Plan is appointed by Xcel Energys 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. The Vanguard Group is the recordkeeper and Vanguard Fiduciary Trust Company (VFTC) serves as trustee for the Plans.
Eligibility
The BU Savings Plan allows for a regular, full-time employee covered by a collective bargaining agreement to become a participant of this Plan on or after the date the eligible employee first performs an hour of service for Xcel Energy, while a regular, 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. employees who terminated or retired before July 1, 1998) continue to participate in the BU Savings Plan.
EIP Savings Plan
The EIP Savings Plan allows for a regular, full-time employee covered by a collective bargaining agreement to enroll in the Plan as soon as administratively feasible following their date of hire. Certain former non-bargaining unit employees (i.e. employees who terminated or retired before 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 compensation and also allows for a discretionary employer matching contribution (see Note 3). The BU Savings Plan also allows employee after-tax contributions.
Vesting Employee contributions in each Plan are immediately vested, as are their matching contributions made by Xcel Energy.
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Distributions The full balance of a participants account can be distributed for the following reasons: 1) upon retirement, 2) upon total and permanent disability, 3) upon death of a Plan participant (payment made to beneficiary), or 4) upon separation of employment from Xcel Energy, including its participating subsidiaries.
Participants eligible for distributions will receive their account balance as soon as is practical following the date their final request is received (in good order) by the recordkeeeper via the telephone or online for registered users. Any amount not invested in Xcel Energy common stock will be paid in cash. Accounts invested in Xcel Energy common stock can be distributed in shares, cash, or a combination of both at the discretion of the participant. Fractional shares will be paid in cash.
For each plan, if the total amount of the participants vested account balance exceeds $1,000, he/she may defer distribution until age 65 or 60 days after the the Plan year in which their employment ends, if later (under the BU Savings Plan), or age 70½ (under the EIP Savings Plan ), unless the participant consents in writing to an earlier date. If the total amount is less than $1,000, the Plan Administrator will schedule a payment date and the amount will be distributed as soon as administratively possible.
All vested account balances remaining in these plans after the participant decides to terminate employment with Xcel Energy for any reason, will be invested in the funds of the participants choice (except that Xcel Energy contributions will continue to be held in the Xcel Energy Common Stock Fund, with the ability to diversify at the discretion of the participant). The participant will continue to receive their share of investment earnings and dividend distributions until the account is completely distributed.
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 guidelines.
Administrative Expenses Xcel Energy pays certain administrative expenses of the Plans. Certain investment advisory, trustee and recordkeeping fees are paid by the Plans. Certain non-Vanguard fund asset based fees are paid by the participant or respective fund company. The Vanguard Brokerage Option annual account maintenance fee is paid by the participant.
Dividends
Dividends earned on the common stock purchased with Xcel Energy contributions are paid quarterly to Plan participants in cash as a taxable distribution. Dividends earned on the common stock purchased with employee contributions are automatically reinvested in the Xcel Energy Common Stock Fund and are considered taxable income when they are distributed from the Plan.
Participants can elect to receive their quarterly Xcel Energy Stock Fund dividends in cash as a taxable distribution or reinvest them in company stock with the Plan.
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 in conformity with accounting principles generally accepted in the United States of America
9
(GAAP).
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.
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.
Investment Valuation and Income Recognition - Registered Investment Companies - 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 Energys 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.
Security 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 payments are recorded when paid.
3. PLAN FUNDING
Employee Contributions (BU Savings Plan) Participants may elect to contribute (in multiples of 1 percent) between 1 percent and 20 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 contributions (up to $15,500 in 2007) and after-tax contributions cannot exceed 20 percent. Employees age 50 or older, or turning 50 during the Plan year, may make additional pre-tax (catch-up) contributions in excess of the Plan limit or statutory limit (not to exceed $5,000 in 2007). A participant 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 Vanguard.
Employer Contributions (BU Savings Plan) - Xcel Energy may contribute cash or shares of company stock as a matching contribution equal to 100 percent of the first 3 percent, and 50 percent of the next 4 percent of a participants pre-tax contribution during the Plan year. All employees participating in the Plan are eligible for the matching contribution, regardless of their employment status at year-end. Employer contributions may be made at any time during the Plan year or after its close, but not later than 60 days after the close of the Plan year. The number of shares of common stock contributed is determined by using Xcel Energys average common stock price for the Plan year, and each participants annual contribution and compensation eligible for a match as defined in the Plan Document.
Employee Contributions (EIP Savings Plan) - Participants may elect to contribute (in multiples of 1 percent) up to 20 percent of their base pay on a pre-tax basis, not to exceed $15,500 in 2007. Employees age 50 or older, or turning 50 during the Plan year, may make additional pre-tax (catch-up) contributions in excess of the Plan limit or statutory limit (not to exceed $5,000 in 2007). A participant 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 Vanguard.
Employer Contributions (EIP Savings Plan) Xcel Energy may contribute cash or shares of company stock as a matching contribution equal to 50 percent of the first 6 percent of base pay contributed by the participant on a pre-tax basis during the Plan year. To be eligible for a matching contribution, a participant must be an active employee on the
10
last day of the Plan year or separated from employment due to retirement, disability or death. Matching contributions are allocated after the close of the Plan year, typically during the first quarter. The number of shares of common stock contributed is determined by using Xcel Energys average common stock price for the Plan year, and each participants annual contribution and compensation eligible for a match as defined in the Plan Document.
Investment of Employee and Employer Contributions -
Participants may invest their contributions among the various investment funds offered by the Plans. Any dividends and interest earned on their investments will be reinvested in each of those same investments automatically. Xcel Energy contributions are initially invested in company stock. A participant may elect at any time (in accordance with Xcel Energys normal procedures governing such elections) to diversify up to 100 percent of their Xcel Energy Stock Fund account by transferring the applicable amount to one or more of the other investment funds within the Plans not consisting of company stock. The ability to exchange into or out of certain funds may be subject to frequent trading and redemption fee policies.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed Xcel Energy by letters dated Oct. 9, 2003 that the BU Savings Plan and the EIP Savings Plan meet the requirements of Section 401(a) of the IRC of 1986, as amended. The EIP Savings Plan and the BU Savings Plan have been amended since receiving the determination letter; however, the Plans sponsor believes that they are currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been made in the EIP Savings Plans or BU Savings Plans financial statements.
5. NONPARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and the significant components of the change in net assets relating to each Plans nonparticipant-directed investments as of Dec. 31, 2007 and 2006, and for the year ended Dec. 31, 2007, is as follows:
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BU Savings |
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EIP Savings Plan |
|
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Net Assets as of Dec. 31, 2006: |
|
|
|
|
|
||
Xcel Energy Common Stock Fund |
|
$ |
61,820,814 |
|
$ |
12,616,412 |
|
Xcel Energy contribution receivable |
|
6,551,818 |
|
836,753 |
|
||
Total net assets as of Dec. 31, 2006 |
|
68,372,632 |
|
13,453,165 |
|
||
|
|
|
|
|
|
||
Changes in Net Assets: |
|
|
|
|
|
||
Net depreciation in fair value of investments |
|
(1,809,917 |
) |
(273,455 |
) |
||
Contributions |
|
5,056,125 |
|
702,456 |
|
||
Benefits and dividends paid to participants |
|
(4,242,058 |
) |
(501,392 |
) |
||
Transfers to participant-directed investments, net |
|
(3,919,231 |
) |
(674,589 |
) |
||
Net decrease |
|
(4,915,081 |
) |
(746,980 |
) |
||
|
|
|
|
|
|
||
Net Assets as of Dec. 31, 2007: |
|
|
|
|
|
||
Xcel Energy Common Stock Fund |
|
58,401,426 |
|
12,003,729 |
|
||
Xcel Energy contribution receivable |
|
5,056,125 |
|
702,456 |
|
||
Total net assets as of Dec. 31, 2007 |
|
$ |
63,457,551 |
|
$ |
12,706,185 |
|
11
6. LOANS TO PARTICIPANTS
Participants may elect to borrow funds from their account in any amount greater than $1,000, but less than 50 percent of the participants pre-tax account balance. In no event can a participant borrow more than $50,000, minus the participants highest outstanding loan balance in the previous 12 months. Only one outstanding loan is permitted at any time and may not exceed 5 years for a general-purpose loan or 15 years for a principal residence loan. The loan shall bear a rate of interest equal to the prime rate in effect on the first business day of the month in which the loan request is approved plus one percent, and stays in effect until the loan is repaid. Repayment of the loan plus interest is made through automatic payroll deduction and credited to each participants account as paid. If a participant retires or terminates employment for any reason, the outstanding loan balance must be repaid within 90 days from date of termination, unless the participant elects to continue making monthly installment payments in accordance with the procedures established by the Plan Administrator. Interest rates on outstanding loans at Dec. 31, 2007 and 2006 range from 5.00% to 9.25%.
Participants may elect to borrow from their account in any amount greater than $1,000 but less than 50 percent of their account balance. In no event can a participant borrow more than $50,000, minus the participants highest outstanding loan balance in the previous 12 months. Only one outstanding loan is permitted at any time and may not exceed a period of 5 years for a general-purpose loan or 15 years for a principal residence loan. The loan shall bear a rate of interest equal to the prime rate in effect on the first business day of the month in which the loan request is approved plus one percent, and stays in effect until the loan is repaid. Repayment of the loan plus interest is made through automatic payroll deduction and is credited to each participants account as paid. If a participant retires or terminates employment for any reason, the outstanding loan balance must be repaid within 90 days from date of termination. Interest rates on outstanding loans at Dec. 31, 2007 and 2006 range from 8.50% to 9.25%.
7. RELATED PARTY TRANSACTIONS
Certain investments of the Plans are in shares of Xcel Energy common stock. Also, certain investments of the Plans are in shares of mutual funds managed by an affiliate of VFTC. VFTC acts as trustee for only those investments as defined by the Plan. Transactions in such investments are considered exempt party-in-interest transactions.
8. SIGNIFICANT PLAN ASSETS
At Dec. 31 the market value of each of the following investments was in excess of 5 percent of the Plans net assets:
|
|
2007 |
|
2006 |
|
||
BU Savings Plan: |
|
|
|
|
|
||
Xcel Energy Common Stock (Note 9) |
|
$ |
64,821,882 |
|
$ |
68,609,867 |
|
Vanguard PRIMECAP Fund |
|
96,556,793 |
|
96,018,607 |
|
||
Vanguard Wellington Fund |
|
55,360,131 |
|
51,071,486 |
|
||
Vanguard Prime Money Market Fund |
|
38,534,606 |
|
36,597,199 |
|
||
Vanguard 500 Index Fund |
|
19,180,036 |
|
18,945,959 |
|
||
|
|
|
|
|
|
||
EIP Savings Plan: |
|
|
|
|
|
||
Xcel Energy Common Stock (Note 9) |
|
$ |
34,334,349 |
|
$ |
36,076,530 |
|
Longleaf Partners Fund |
|
3,273,885 |
|
2,912,694 |
|
12
9. XCEL ENERGY STOCK FUND
BU Savings Plan:
|
|
2007 |
|
2006 |
|
||||||||
|
|
Employee |
|
Employer |
|
Employee |
|
Employer |
|
||||
Shares of Xcel Energy common stock |
|
292,615 |
|
2,579,423 |
|
307,921 |
|
2,667,355 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Xcel Energy common stock |
|
$ |
6,604,316 |
|
$ |
58,217,566 |
|
$ |
7,100,654 |
|
$ |
61,509,213 |
|
VGI prime money market |
|
25,587 |
|
225,550 |
|
35,796 |
|
310,084 |
|
||||
Receivables, payables and other |
|
(4,730 |
) |
(41,690 |
) |
176 |
|
1,517 |
|
||||
Total |
|
$ |
6,625,173 |
|
$ |
58,401,426 |
|
$ |
7,136,626 |
|
$ |
61,820,814 |
|
EIP Savings Plan:
|
|
2007 |
|
2006 |
|
||||||||
|
|
Employee |
|
Employer |
|
Employee |
|
Employer |
|
||||
Shares of Xcel Energy common stock |
|
991,068 |
|
530,170 |
|
1,020,109 |
|
544,355 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Xcel Energy common stock |
|
$ |
22,368,411 |
|
$ |
11,965,938 |
|
$ |
23,523,710 |
|
$ |
12,552,820 |
|
VGI prime money market |
|
86,661 |
|
46,359 |
|
118,589 |
|
63,282 |
|
||||
Receivables, payables and other |
|
(16,019 |
) |
(8,568 |
) |
580 |
|
310 |
|
||||
Total |
|
$ |
22,439,053 |
|
$ |
12,003,729 |
|
$ |
23,642,879 |
|
$ |
12,616,412 |
|
10. LEGAL PROCEEDINGS
ERISA Settlement
On Sept. 23, 2002, and Oct. 9, 2002, two essentially identical actions were filed in Federal District Court for the District of Colorado (the Complaint). The Plaintiffs include two classes of employee participants in the New Century Energies, Inc. Employees Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees and the Xcel Energy 401(k) Savings Plan. The Complaint names as defendants Xcel Energy as well as the board of directors and certain Company officers. The Complaint also asserts that the defendants breached their fiduciary duties under ERISA by; (a) investing an unreasonably large percentage of the Plans assets in company stock, (b) failing adequately to investigate and monitor the merits of the investments in Xcel Energy stock, (c) failing to take steps to eliminate or reduce the amount of Xcel Energy stock in the plans, (d) choosing to communicate with plan participants about these matters and then failing to give them accurate and adequate information and (e) maintaining restrictions on the Xcel Energy stock held in the plans.
On April 1, 2005, the District Court issued a final order approving the settlement and dismissing the lawsuit with prejudice. Under the terms of the settlement, plaintiffs are to receive a payment of $8 million dollars, plus interest and net of expenses to the accounts of affected participants. A third party administrator was selected to extract participant data from the plan and to allocate the settlement proceeds. An allocation of approximately $0.9 million was made to eligible participants accounts of the BU Savings Plan on Sept. 26, 2006.
Securities Settlement
On July 31, 2002, a class action lawsuit was filed on behalf of purchasers of Xcel Energys common stock between Jan. 31, 2001, and July 26, 2002, in the U.S. District Court for the District of Minnesota. The complaint named Xcel Energy and current and former Xcel Energy and NRG executives as defendants. Among other things, the complaint alleged violations of Section 10(b) of the Securities Exchange Act and Rule 10(b-5) related to allegedly false and misleading disclosures concerning various issues including but not limited to round trip energy trades, the nature, extent and seriousness of liquidity and credit difficulties at NRG and the existence of cross-default provisions (with NRG credit agreements) in certain of Xcel Energys credit agreements. After filing the lawsuit, several additional lawsuits were filed with similar allegations and all have been consolidated. On Jan. 14, 2005, the District Court issued an order of preliminary approval for a settlement reached by the parties. Under the terms of the settlement, the
13
plaintiffs are to receive $80 million, with Xcel Energys insurance carriers paying $62.5 million, and Xcel Energy paying $17.5 million. Xcel Energys portion of the settlement payment was accrued at Dec. 31, 2004. On April 1, 2005, the District Court entered a final order approving the settlement and dismissing the lawsuit with prejudice.
The Vanguard Fiduciary Trust Company, as trustee for the BU Savings Plan and the EIP Savings Plan, as a holder of Xcel Energy stock, submitted a claim on behalf of the Plan. On May 22, 2006, settlement amounts of approximately $0.2 million and $0.1 million were contributed and allocated to eligible participants accounts of the BU Savings Plan and the EIP Savings Plan, respectively.
14
NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES
AND FORMER NON-BARGAINING UNIT EMPLOYEES |
Schedule of Assets (Held at Year End)
As of Dec. 31, 2007
New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030
Plan 005
Attachment to Form 5500, Schedule H, Line 4(i):
|
|
Identity of Issue |
|
Investment Type |
|
Cost |
|
Current Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
* |
|
Longleaf Partners Fund |
|
Registered Investment Co. |
|
$ |
6,776,102 |
|
$ |
6,802,847 |
|
* |
|
PIMCO Total Return Fund |
|
Registered Investment Co. |
|
2,860,491 |
|
2,921,957 |
|
||
* |
|
Vanguard 500 Index Fund |
|
Registered Investment Co. |
|
19,922,845 |
|
19,180,036 |
|
||
* |
|
Vanguard Developed Markets Index Fund |
|
Registered Investment Co. |
|
11,227,793 |
|
14,450,018 |
|
||
* |
|
Vanguard Inflation-Protected Securities Fund |
|
Registered Investment Co. |
|
4,461,342 |
|
4,551,153 |
|
||
* |
|
Vanguard Mid-Cap Index Fund |
|
Registered Investment Co. |
|
6,436,927 |
|
6,174,080 |
|
||
* |
|
Vanguard PRIMECAP Fund |
|
Registered Investment Co. |
|
67,341,511 |
|
96,556,793 |
|
||
* |
|
Vanguard Prime Money Market Fund |
|
Interest-bearing cash |
|
38,534,606 |
|
38,534,606 |
|
||
* |
|
Vanguard Small-Cap Index Fund |
|
Registered Investment Co. |
|
4,128,461 |
|
3,858,011 |
|
||
* |
|
Vanguard Total Bond Market Index Fund |
|
Registered Investment Co. |
|
16,264,141 |
|
16,580,385 |
|
||
* |
|
Vanguard Wellington Fund |
|
Registered Investment Co. |
|
49,501,740 |
|
55,360,131 |
|
||
* |
|
Wasatch Core Growth Fund |
|
Registered Investment Co. |
|
3,291,198 |
|
2,827,583 |
|
||
* |
|
VGI Brokerage Option |
|
Registered Investment Co. |
|
2,363,358 |
|
2,353,196 |
|
||
* |
|
Xcel Energy Stock Fund |
|
Company Stock Fund |
|
54,714,883 |
|
65,026,599 |
|
||
* |
|
Loan Fund |
|
5.00% - 9.25%, with maturities ranging from 2008 thru 2022 |
|
|
|
5,288,612 |
|
||
|
|
|
|
|
|
$ |
287,825,398 |
|
$ |
340,466,007 |
|
* Party in Interest
15
NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES
AND FORMER NON-BARGAINING UNIT EMPLOYEES |
Schedule 2 |
Schedule of Reportable Transactions *
Year Ended Dec. 31, 2007
New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030
Plan 005
Attachment to Form 5500, Schedule H, Line 4(j):
Identity of Party Involved |
|
Description of Asset |
|
Purchase Price |
|
Selling Price |
|
Historical Cost |
|
Current Value |
|
Historical Gain |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(iii) Series of Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Vanguard Group |
|
Xcel Energy Inc. common stock |
|
$ |
8,730,071 |
|
|
|
|
|
$ |
8,730,071 |
|
|
|
|||
The Vanguard Group |
|
Xcel Energy Inc. common stock |
|
|
|
$ |
10,730,227 |
|
$ |
8,900,090 |
|
10,730,227 |
|
$ |
1,830,137 |
|
||
* Transactions or a series of transactions in excess of 5 percent of the current value of the Plans 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.
16
NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES
AND FORMER NON-BARGAINING UNIT EMPLOYEES |
|
Schedule of Assets (Held at Year End)
As of Dec. 31, 2007
New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030
Plan 006
Attachment to Form 5500, Schedule H, Line 4(i):
Identity of Issue |
|
Investment Type |
|
Cost |
|
Current Value |
|
||||
|
|
|
|
|
|
|
|
|
|
||
* |
|
Longleaf Partners Fund |
|
Registered Investment Co. |
|
$ |
3,218,480 |
|
$ |
3,273,885 |
|
* |
|
PIMCO Total Return Fund |
|
Registered Investment Co. |
|
395,829 |
|
404,178 |
|
||
* |
|
Vanguard 500 Index Fund |
|
Registered Investment Co. |
|
1,514,243 |
|
1,458,191 |
|
||
* |
|
Vanguard Developed Markets Index Fund |
|
Registered Investment Co. |
|
1,748,746 |
|
2,243,773 |
|
||
* |
|
Vanguard Inflation-Protected Securities Fund |
|
Registered Investment Co. |
|
297,410 |
|
305,385 |
|
||
* |
|
Vanguard Mid-Cap Index Fund |
|
Registered Investment Co. |
|
976,433 |
|
936,127 |
|
||
* |
|
Vanguard PRIMECAP Fund |
|
Registered Investment Co. |
|
2,037,659 |
|
2,296,179 |
|
||
* |
|
Vanguard Prime Money Market Fund |
|
Interest-bearing cash |
|
994,134 |
|
994,134 |
|
||
* |
|
Vanguard Small-Cap Index Fund |
|
Registered Investment Co. |
|
688,363 |
|
644,122 |
|
||
* |
|
Vanguard Total Bond Market Index Fund |
|
Registered Investment Co. |
|
1,280,477 |
|
1,304,280 |
|
||
* |
|
Vanguard Wellington Fund |
|
Registered Investment Co. |
|
2,146,921 |
|
2,188,078 |
|
||
* |
|
Wasatch Core Growth Fund |
|
Registered Investment Co. |
|
718,911 |
|
609,070 |
|
||
* |
|
VGI Brokerage Option |
|
Registered Investment Co. |
|
28,493 |
|
29,684 |
|
||
* |
|
Xcel Energy Common Stock Fund |
|
Company Stock Fund |
|
29,352,894 |
|
34,442,782 |
|
||
* |
|
Loan Fund |
|
8.50% - 9.25%, with maturities ranging from 2008 thru 2022 |
|
|
|
1,084,689 |
|
||
|
|
|
|
|
|
$ |
45,398,993 |
|
$ |
52,214,557 |
|
* Party in Interest
17
NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING
UNIT EMPLOYEES |
|
Schedule 4 |
Schedule of Reportable Transactions *
Year Ended Dec. 31, 2007
New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030
Plan 006
Attachment to Form 5500, Schedule H, Line 4(j):
Identity of Party Involved |
|
Description of Asset |
|
Purchase Price |
|
Selling Price |
|
Historical Cost |
|
Current Value |
|
Historical Gain |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(iii) Series of Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Vanguard Group |
|
Xcel Energy Inc. common stock |
|
$ |
2,993,207 |
|
|
|
|
|
$ |
2,993,207 |
|
|
|
|||
The Vanguard Group |
|
Xcel Energy Inc. common stock |
|
|
|
$ |
4,028,318 |
|
$ |
3,408,495 |
|
4,028,318 |
|
$ |
619,823 |
|
||
* Transactions or a series of transactions in excess of 5 percent of the current value of the Plans 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.
18
XCEL ENERGY INC.
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, 2008.
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/ Teresa S. Madden |
|
|
|
|
|
Vice President and Controller |
|
|
Member, Pension Trust Administration Committee |
19