-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Om5u42oLdG65m1xtY31lWslpjOQavMsr7O8BmbH6OnLKws6dC+86crOp41kLLQ2S 1rcuDHEC6qFLCDiyV1U/Jg== 0000912057-01-507246.txt : 20010410 0000912057-01-507246.hdr.sgml : 20010410 ACCESSION NUMBER: 0000912057-01-507246 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO CENTRAL INDEX KEY: 0001123852 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 411967505 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-31709 FILM NUMBER: 1596763 BUSINESS ADDRESS: STREET 1: 414 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123305500 MAIL ADDRESS: STREET 1: 414 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /WI/ CENTRAL INDEX KEY: 0000072909 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 390508315 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-03140 FILM NUMBER: 1596764 BUSINESS ADDRESS: STREET 1: 1414 W HAMILTON AVE CITY: EAU CLAIRE STATE: WI ZIP: 54702 BUSINESS PHONE: 7158392621 MAIL ADDRESS: STREET 1: P O BOX 8 CITY: EAU CLAIRE STATE: WI ZIP: 54702-008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF COLORADO CENTRAL INDEX KEY: 0000081018 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 840296600 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-03280 FILM NUMBER: 1596765 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STE 900 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035717511 MAIL ADDRESS: STREET 1: P O BOX 840 STE 300 CITY: DENVER STATE: CO ZIP: 80201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN PUBLIC SERVICE CO CENTRAL INDEX KEY: 0000092521 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 750575400 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-03789 FILM NUMBER: 1596766 BUSINESS ADDRESS: STREET 1: SPS TOWER STREET 2: TYLER AT SIXTH ST CITY: AMARILLO STATE: TX ZIP: 79101 BUSINESS PHONE: 8063782121 MAIL ADDRESS: STREET 1: PO BOX 1261 CITY: AMARILLO STATE: TX ZIP: 79170 10-Q/A 1 a2044431z10-qa.htm FORM 10-Q/A Prepared by MERRILL CORPORATION www.edgaradvantage.com
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q/A

(Mark One)


/x/

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2000

or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission
File number

  Exact name of registrant as specified in its charter, State or other jurisdiction of incorporation or organization, Address of principal executive offices and Registrant's Telephone Number, including area code.

  IRS Employer
Identification No.

000-31709   NORTHERN STATES POWER COMPANY
(a Minnesota Corporation)
414 Nicollet Mall, Minneapolis, Minnesota 55401
Telephone (612) 330-5500
  41-1967505
001-3140   NORTHERN STATES POWER COMPANY
(a Wisconsin Corporation)
1414 W. Hamilton Ave., Eau Claire, Wisconsin 54701
Telephone (715) 839-2621
  39-0508315
001-3280   PUBLIC SERVICE COMPANY OF COLORADO
(a Colorado Corporation)
1225 17th Street, Denver, Colorado 80202
Telephone (303) 571-7511
  84-0296600
001-3789   SOUTHWESTERN PUBLIC SERVICE COMPANY
(a New Mexico Corporation)
Tyler at Sixth, Amarillo, Texas 79101
Telephone (303) 571-7511
  75-0575400

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    Northern States Power Company (a Minnesota corporation), Northern States Power Company (a Wisconsin corporation), Public Service Company of Colorado and Southwestern Public Service Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H (2) to such Form 10-Q.

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. All outstanding common stock is owned beneficially and of record by Xcel Energy Inc., a Minnesota corporation. Shares outstanding at Oct. 31, 2000:

 
   
   
Northern States Power Company (a Minnesota Corporation)   Common Stock, $0.01 par value   1,000,000 Shares
Northern States Power Company (a Wisconsin Corporation)   Common Stock, $100 par value   933,000 Shares
Public Service Company of Colorado   Common Stock, $0.01 par value   100 Shares
Southwestern Public Service Company   Common Stock, $1 par value   100 Shares




Table of Contents

PART I—FINANCIAL INFORMATION    

Item l.  Financial Statements

 

3

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

32

PART II—OTHER INFORMATION

 

 

Item 1.  Legal Proceedings

 

38

Item 6.  Exhibits and Reports on Form 8-K

 

39

    This combined Form 10-Q is separately filed by Northern States Power Company, a Minnesota corporation (NSP-Minnesota), Northern States Power Company, a Wisconsin corporation (NSP-Wisconsin), Public Service Company of Colorado (PSCo) and Southwestern Public Service Company (SPS). NSP-Minnesota, NSP-Wisconsin, PSCo and SPS are all wholly owned subsidiaries of Xcel Energy Inc. Xcel Energy is a registered holding company under the Public Utility Holding Company Act (PUHCA). Additional information on Xcel Energy is available on various filings with the SEC.

    Information contained in this report relating to any individual company is filed by such company on its own behalf. Each registrant makes representations only as to itself and makes no other representations whatsoever as to information relating to the other registrants.

    This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter.

    This amended 10-Q reflects the following revisions. A revision to the short-term borrowing-net line of the NSP-Minnesota cash flow statement for both the nine months ended 2000 and 1999. A revision to the accounts payable and accounts payable to affiliate lines of the NSP-Wisconsin balance sheets for Sept. 30, 2000 and 1999.

2



NSP-MINNESOTA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

PART 1. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

 
  Three Months Ended
Sept. 30

  Nine Months Ended
Sept. 30

 
  2000
  1999
  2000
  1999
Operating revenues:                        
  Electric utility   $ 696,290   $ 723,268   $ 1,807,919   $ 1,776,444
  Gas utility     64,741     43,976     300,011     241,781
   
 
 
 
    Total revenues     761,031     767,244     2,107,930     2,018,225

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Electric fuel and purchased power     251,469     272,015     637,307     648,060
  Cost of gas sold and transported     44,474     28,767     199,961     148,182
  Other operating and maintenance expenses     175,871     173,412     555,847     539,497
  Depreciation and amortization     80,743     77,775     241,992     230,795
  Taxes (other than income taxes)     54,691     54,364     158,840     160,382
  Special charges (see Note 2)     59,059         59,059    
   
 
 
 
    Total operating expenses     666,307     606,333     1,853,006     1,726,916
   
 
 
 
Operating income     94,724     160,911     254,924     291,309

Other income (deductions)—net

 

 

(870

)

 

1,519

 

 

(763

)

 

516

Interest charges and financing costs:

 

 

 

 

 

 

 

 

 

 

 

 
  Interest charges—net of amount capitalized     32,681     27,177     93,487     75,119
  Distributions on redeemable preferred securities of subsidiary trust     3,938     3,937     11,813     11,813
   
 
 
 
    Total interest charges and financing costs     36,619     31,114     105,300     86,932
   
 
 
 
Income before income taxes     57,235     131,316     148,861     204,893

Income taxes

 

 

32,072

 

 

52,066

 

 

66,590

 

 

77,509
   
 
 
 
Net income   $ 25,163   $ 79,250   $ 82,271   $ 127,384
   
 
 
 

The Notes to Consolidated Financial Statements are an integral part of the
Statements of Income.

3



NSP-MINNESOTA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

 
  Nine Months Ended Sept. 30
 
 
  2000
  1999
 
Operating activities:              
  Net income   $ 82,271   $ 127,384  
  Adjustments to reconcile net income to net
cash provided by operating activities:
             
    Depreciation and amortization     254,214     243,744  
    Nuclear fuel amortization     32,937     37,783  
    Deferred income taxes     (3,477 )   (25,452 )
    Amortization of investment tax credits     (6,149 )   (6,065 )
    Allowance for equity funds used during construction     1,025     (1,455 )
    Conservation incentive accrual adjustment—noncash     19,966     35,035  
    Change in accounts receivable     15,419     32,890  
    Change in inventories     (16,994 )   (10,944 )
    Change in other current assets     52,938     6,892  
    Change in accounts payable     36,605     (27,692 )
    Change in other current liabilities     (22,262 )   21,125  
    Change in other assets and liabilities     (47,196 )   26,491  
   
 
 
    Net cash provided by operating activities     399,297     459,736  

Investing activities:

 

 

 

 

 

 

 
  Capital/construction expenditures     (264,327 )   (232,430 )
  Allowance for equity funds used during construction     (1,025 )   1,455  
  Investments in external decommissioning fund     (38,921 )   (32,649 )
  Other investments—net     (6,565 )   (6,454 )
   
 
 
    Net cash used in investing activities     (310,838 )   (270,078 )

Financing activities:

 

 

 

 

 

 

 
  Short-term borrowings—net     155,996     64,922  
  Proceeds from issuance of long-term debt—net     96,123     264,970  
  Repayment of long-term debt, including reacquisition premiums     (97,036 )   (203,056 )
  Capital distributions to parent     (222,376 )   (291,232 )
   
 
 
    Net cash used in financing activities     (67,293 )   (164,396 )
   
 
 
  Net increase in cash and cash equivalents     21,166     25,262  
  Cash and cash equivalents at beginning of period     11,344     20,125  
   
 
 
  Cash and cash equivalents at end of period   $ 32,510   $ 45,387  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Statements of Cash Flow.

4



NSP-MINNESOTA
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

 
  Sept. 30,
2000

  Dec. 31,
1999

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 32,510   $ 11,344  
  Accounts receivable—net of allowance for bad debts of $5,189 and $5,503, respectively     331,907     347,326  
  Accrued unbilled revenues     101,111     122,493  
  Materials and supplies inventories at average cost     104,307     101,678  
  Fuel and gas inventories at average cost     65,880     51,514  
  Prepayments and other     18,584     50,141  
   
 
 
    Total current assets     654,299     684,496  
   
 
 
Property, plant and equipment, at cost:              
  Electric utility     6,419,618     6,320,214  
  Gas utility     645,594     629,158  
  Other and construction work-in-progress     512,705     441,141  
   
 
 
    Total property, plant and equipment     7,577,917     7,390,513  
  Less: accumulated depreciation     (4,043,859 )   (3,855,225 )
  Nuclear fuel—net of accumulated amortization of $956,274 and $923,336, respectively     89,075     102,727  
   
 
 
    Net property, plant and equipment     3,623,133     3,638,015  
   
 
 
Other assets:              
  Nuclear decommissioning fund investments     559,171     517,129  
  Other investments     26,305     25,341  
  Regulatory assets     220,443     208,176  
  Deferred charges and other     137,211     94,549  
   
 
 
    Total other assets     943,130     845,195  
   
 
 
    Total Assets   $ 5,220,562   $ 5,167,706  
   
 
 
LIABILITIES AND EQUITY              
Current liabilities:              
  Current portion of long-term debt   $ 248,174   $ 255,718  
  Short-term debt     576,190     420,193  
  Accounts payable     203,150     203,684  
  Accounts payable to affiliates     44,414     7,268  
  Taxes accrued     157,616     162,748  
  Other     127,317     177,541  
   
 
 
    Total current liabilities     1,356,861     1,227,152  
   
 
 
Deferred credits and other liabilities:              
  Deferred income taxes     665,920     681,431  
  Deferred investment tax credits     93,505     100,105  
  Regulatory liabilities     485,129     439,717  
  Benefit obligations and other     144,872     146,620  
   
 
 
    Total deferred credits and other liabilities     1,389,426     1,367,873  
   
 
 
Long-term debt     1,210,142     1,186,586  
Mandatorily redeemable preferred securities of subsidiary trust     200,000     200,000  
Common stock and paid-in capital     125,561     145,613  
Retained earnings     965,186     1,052,088  
Leveraged shares held by ESOP at cost     (26,614 )   (11,606 )
   
 
 
    Total common stockholder equity     1,064,133     1,186,095  
   
 
 
Commitments and contingencies (see Note 5)              
    Total Liabilities and Equity   $ 5,220,562   $ 5,167,706  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Balance Sheets.

5



NSP-WISCONSIN
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

 
  Three Months Ended
Sept. 30

  Nine Months Ended
Sept. 30

 
  2000
  1999
  2000
  1999
Operating revenues:                        
  Electric utility   $ 111,418   $ 109,344   $ 315,986   $ 309,149
  Gas utility     10,284     8,634     63,672     54,872
   
 
 
 
  Total revenues     121,702     117,978     379,658     364,021
Operating expenses:                        
  Electric fuel and purchased power     53,844     57,176     159,949     157,134
  Cost of gas sold and transported     7,051     5,138     44,739     35,803
  Other operating and maintenance expenses     25,827     25,370     75,693     74,041
  Depreciation and amortization     10,422     10,485     30,759     31,396
  Taxes (other than income taxes)     3,801     3,759     11,691     11,258
  Special charges (see Note 2)     10,833         10,833    
   
 
 
 
    Total operating expenses     111,778     101,928     333,664     309,632
   
 
 
 
Operating income     9,924     16,050     45,994     54,389
Other income (deductions)—net     304     249     1,054     172
Interest charges and financing costs     4,731     4,572     14,077     13,692
   
 
 
 
Income before income taxes     5,497     11,727     32,971     40,869
Income taxes     3,654     4,863     14,332     16,501
   
 
 
 
Net income   $ 1,843   $ 6,864   $ 18,639   $ 24,368
   
 
 
 

The Notes to Consolidated Financial Statements are an integral part of
the Statements of Income.

6



NSP-WISCONSIN
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

 
  Nine Months Ended
Sept. 30

 
 
  2000
  1999
 
Operating activities:              
  Net income   $ 18,639   $ 24,368  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     31,473     32,086  
    Deferred income taxes     1,089     702  
    Amortization of investment tax credits     (620 )   (629 )
    Allowance for equity funds used during construction     (252 )   (195 )
    Distributions in excess of (less than) equity earnings of unconsolidated affiliates     (259 )   (223 )
    Change in accounts receivable     4,841     6,011  
    Change in inventories     102     4,808  
    Change in other current assets     8,485     12,364  
    Change in accounts payable     (1,674 )   777  
    Change in other current liabilities     4,031     (2,262 )
    Change in other assets and liabilities     (677 )   559  
   
 
 
      Net cash provided by operating activities     65,178     78,366  
   
 
 
Investing activities:              
  Capital/construction expenditures     (72,109 )   (59,524 )
  Allowance for equity funds used during construction     252     195  
  Other investments—net     536     (985 )
   
 
 
      Net cash provided (used) for investing activities     (71,321 )   (60,314 )
   
 
 
Financing activities:              
  Short-term borrowings—net     (3,600 )   2,900  
  Issuance of common stock to parent     29,977      
  Dividends paid to parent     (20,254 )   (20,248 )
   
 
 
      Net cash provided (used) for financing activities     6,123     (17,348 )
   
 
 
  Net (decrease) increase in cash and cash equivalents     (20 )   704  
  Cash and cash equivalents at beginning of period     51     51  
   
 
 
  Cash and cash equivalents at end of period   $ 31   $ 755  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Statements of Cash Flows.

7



NSP-WISCONSIN
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

 
  Sept. 30,
2000

  Dec. 31,
1999

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 31   $ 51  
  Accounts receivable—net of allowance for bad debts of $1,308 and $1,215, respectively     32,478     37,320  
  Accrued unbilled revenues     13,662     21,768  
  Materials and supplies inventories at average cost     6,850     7,068  
  Fuel and gas inventories at average cost     7,582     7,465  
  Prepayments and other     12,697     13,076  
   
 
 
    Total current assets     73,300     86,748  
   
 
 
Property, plant and equipment, at cost:              
  Electric utility     1,035,884     990,527  
  Gas utility     121,294     117,202  
  Other and construction work-in-progress     144,354     132,591  
   
 
 
    Total property, plant and equipment     1,301,532     1,240,320  
  Less: accumulated depreciation     (510,643 )   (487,549 )
   
 
 
    Net property, plant and equipment     790,889     752,771  
   
 
 
Other assets:              
  Other investments     9,019     9,295  
  Regulatory assets     36,838     39,252  
  Deferred charges and other     21,781     19,037  
   
 
 
    Total other assets     67,638     67,584  
   
 
 
    Total Assets   $ 931,827   $ 907,103  
   
 
 
LIABILITIES AND EQUITY              
Current Liabilities:              
  Short-term debt—notes payable to affiliate   $ 77,200   $ 80,800  
  Accounts payable     8,256     18,338  
  Accounts payable to affiliates     26,912     21,636  
  Taxes accrued         829  
  Other     20,641     15,936  
   
 
 
    Total current liabilities     133,009     137,539  
   
 
 
Deferred credits and other liabilities:              
  Deferred income taxes     113,248     111,772  
  Deferred investment tax credits     16,658     17,281  
  Regulatory liabilities     20,310     21,726  
  Benefit obligations and other     31,224     29,835  
   
 
 
    Total other liabilities     181,440     180,614  
   
 
 
Long-term debt     232,016     231,950  
Common stock and paid-in capital     126,718     96,741  
Retained earnings     258,644     260,259  
   
 
 
    Total common stockholder equity     385,362     357,000  
   
 
 
Commitments and Contingent Liabilities (see Note 5)              
    Total Liabilities and Equity   $ 931,827   $ 907,103  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Balance Sheets.

8



PUBLIC SERVICE COMPANY OF COLORADO
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

 
  Three Months Ended
Sept. 30

  Nine Months Ended
Sept. 30

 
  2000
  1999
  2000
  1999
Operating revenues:                        
  Electric utility   $ 616,124   $ 400,892   $ 1,471,450   $ 1,155,904
  Gas utility     91,522     82,471     501,103     477,537
   
 
 
 
    Total revenues     707,646     483,363     1,972,553     1,633,441

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Electric fuel and purchased power     378,751     174,587     781,474     507,524
  Cost of gas sold and transported     35,024     34,900     296,015     295,462
  Other operating and maintenance expenses     100,088     93,098     290,525     289,646
  Depreciation and amortization     49,921     50,332     152,171     147,694
  Taxes (other than income taxes)     19,340     17,527     61,149     64,609
  Special charges (see Note 2)     64,817         64,817    
   
 
 
 
    Total operating expenses     647,941     370,444     1,646,151     1,304,935
   
 
 
 
Operating income     59,705     112,919     326,402     328,506

Other income (deductions)—net

 

 

1,807

 

 

951

 

 

10,850

 

 

5,173

Interest charges and financing costs:

 

 

 

 

 

 

 

 

 

 

 

 
  Interest charges—net of amount capitalized     38,393     37,149     111,401     104,617
  Distributions on redeemable preferred securities of subsidiary trust     3,800     3,800     11,400     11,400
   
 
 
 
    Total interest charges and financing costs     42,193     40,949     122,801     116,017
   
 
 
 
Income before income taxes     19,319     72,921     214,451     217,662

Income taxes

 

 

11,472

 

 

23,172

 

 

76,925

 

 

67,154
   
 
 
 

Net income

 

$

7,847

 

$

49,749

 

$

137,526

 

$

150,508
   
 
 
 

The Notes to Consolidated Financial Statements are an integral part of the Statements of Income.

9



PUBLIC SERVICE COMPANY OF COLORADO
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

 
  Nine Months Ended Sept. 30
 
 
  2000
  1999
 
Operating activities:              
  Net income   $ 137,526   $ 150,508  
  Adjustments to reconcile net income to net
cash provided by operating activities:
             
    Depreciation and amortization     157,674     154,207  
    Deferred income taxes     6,956     8,333  
    Amortization of investment tax credits     (3,370 )   (3,582 )
    Change in accounts receivable     (31,100 )   2,205  
    Change in inventories     (4,106 )   (14,125 )
    Change in other current assets     (25,896 )   46,425  
    Change in accounts payable     120,922     (13,384 )
    Change in other current liabilities     17,209     (4,860 )
    Change in other assets and liabilities     3,740     (10,073 )
   
 
 
    Net cash provided by operating activities     379,555     315,654  

Investing activities:

 

 

 

 

 

 

 
  Capital/construction expenditures     (230,122 )   (370,148 )
  Proceeds from disposition of property, plant and equipment     8,350     13,242  
  Payment received of notes receivable from affiliate     75,000      
  Other investments—net     1,450     11,189  
   
 
 
    Net cash used in investing activities     (145,322 )   (345,717 )

Financing activities:

 

 

 

 

 

 

 
  Short-term borrowings—net     (46,018 )   (6,495 )
  Proceeds from issuance of long-term debt—net     97,314     243,270  
  Repayment of long-term debt, including reacquisition premiums     (172,293 )   (72,932 )
  Dividends paid to parent     (150,180 )   (139,089 )
   
 
 
    Net cash (used in) provided by financing activities     (271,177 )   24,754  
   
 
 
  Net decrease in cash and cash equivalents     (36,944 )   (5,309 )
  Cash and cash equivalents at beginning of period     51,731     19,926  
   
 
 
  Cash and cash equivalents at end of period   $ 14,787   $ 14,617  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Statements of Cash Flow.

10



PUBLIC SERVICE COMPANY OF COLORADO
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

 
  Sept. 30,
2000

  Dec. 31,
1999

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 14,787   $ 51,731  
  Accounts receivable—net of allowance for bad debts of $3,125 and $2,533, respectively     230,404     199,304  
  Accrued unbilled revenues     262,170     220,330  
  Recoverable purchased gas and electric energy costs     37,881     42,697  
  Materials and supplies inventories at average cost     44,323     53,984  
  Fuel and gas inventories at average cost     103,580     89,813  
  Prepayments and other     42,714     46,292  
   
 
 
    Total current assets     735,859     704,151  
   
 
 
Property, plant and equipment, at cost:              
  Electric utility     4,867,406     4,629,092  
  Gas utility     1,330,672     1,289,995  
  Other and construction work-in-progress     779,024     827,273  
   
 
 
    Total property, plant and equipment     6,977,102     6,746,360  
  Less: accumulated depreciation     (2,526,944 )   (2,373,824 )
   
 
 
    Net property, plant and equipment     4,450,158     4,372,536  
   
 
 
Other assets:              
  Note receivable from affiliate     117,620     192,620  
  Other investments     11,229     12,679  
  Regulatory assets     222,703     236,251  
  Deferred charges and other     67,476     70,705  
   
 
 
    Total other assets     419,028     512,255  
   
 
 
    Total Assets   $ 5,605,045   $ 5,588,942  
   
 
 
LIABILITIES AND EQUITY              
Current liabilities:              
  Current portion of long-term debt   $ 172,013   $ 132,823  
  Short-term debt     310,175     356,192  
  Accounts payable     396,350     331,283  
  Accounts payable to affiliates     61,463     5,608  
  Taxes accrued     79,385     67,030  
  Dividends payable     30,606     44,575  
  Recovered electric energy costs     25,001     11,873  
  Other     151,199     159,471  
   
 
 
    Total current liabilities     1,226,192     1,108,855  
   
 
 
Deferred credits and other liabilities:              
  Deferred income taxes     560,386     555,829  
  Deferred investment tax credits     85,916     89,286  
  Regulatory liabilities     90,440     80,819  
  Benefit obligations and other     74,604     77,309  
   
 
 
    Total deferred credits and other liabilities     811,346     803,243  
   
 
 
Long-term debt     1,611,308     1,721,959  
Mandatorily redeemable preferred securities of subsidiary trust     194,000     194,000  
Common stock and paid-in capital     1,414,835     1,414,835  
Retained earnings     347,364     346,050  
   
 
 
    Total common stockholders' equity     1,762,199     1,760,885  
Commitments and contingencies (see Note 5)              
   
 
 
    Total Liabilities and Equity   $ 5,605,045   $ 5,588,942  
   
 
 

The Notes to Consolidated Financial Statements are an integral part of the Balance Sheets.

11



SOUTHWESTERN PUBLIC SERVICE COMPANY
STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

 
  Three Months Ended
Sept. 30

  Nine Months Ended
Sept. 30

 
  2000
  1999
  2000
  1999
Electric operating revenues   $ 319,530   $ 290,587   $ 792,404   $ 717,253

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Electric fuel and purchased power     162,486     148,086     396,814     344,623
  Other operating and maintenance expenses     38,827     29,910     115,677     97,572
  Depreciation and amortization     19,345     18,450     58,063     55,357
  Taxes (other than income taxes)     10,988     13,208     34,843     39,079
  Special charges (see Note 2)     19,943         19,943    
   
 
 
 
    Total operating expenses     251,589     209,654     625,340     536,631
   
 
 
 
Operating income     67,941     80,933     167,064     180,622

Other income (deductions)—net

 

 

2,003

 

 

2,349

 

 

8,238

 

 

6,809

Interest charges and financing costs:

 

 

 

 

 

 

 

 

 

 

 

 
  Interest charges—net of amount capitalized     14,246     13,765     41,331     39,915
  Distributions on redeemable preferred securities of subsidiary trust     1,963     1,963     5,888     5,888
   
 
 
 
    Total interest charges and financing costs     16,209     15,728     47,219     45,803
   
 
 
 
Income before income taxes and extraordinary item     53,735     67,554     128,083     141,628
Income taxes     21,844     25,020     49,290     52,868
   
 
 
 
Income before extraordinary item     31,891     42,534     78,793     88,760
Extraordinary item, net of tax (see Note 4)     (5,302 )       (18,960 )  
   
 
 
 
Net income   $ 26,589   $ 42,534   $ 59,833   $ 88,760
   
 
 
 

The Notes to Financial Statements are an integral part of the
Statements of Income.

12



SOUTHWESTERN PUBLIC SERVICE COMPANY
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

 
  Nine Months Ended Sept. 30

 
 
  2000
  1999
 
Operating activities:              
  Net income   $ 59,833   $ 88,760  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     60,598     58,301  
    Deferred income taxes     37,312     13,868  
    Amortization of investment tax credits     (188 )   (188 )
    Allowance for equity funds used during construction     1     (1,075 )
    Extraordinary item (see Note 4)     18,960      
    Change in accounts receivable     1,383     (13,851 )
    Change in inventories     5,556     (1,117 )
    Change in other current assets     (156,346 )   (51,546 )
    Change in accounts payable     45,267     24,940  
    Change in other current liabilities     839     (26,690 )
    Change in other assets and liabilities     (22,604 )   (13,318 )
   
 
 
      Net cash provided by operating activities     50,611     78,084  
Investing activities:              
  Capital/construction expenditures     (70,338 )   (88,247 )
  Allowance for equity funds used during construction     (1 )   1,075  
  Proceeds from disposition of property, plant and equipment     (2,818 )   (1,719 )
  Other investments—net     (6,316 )   (126 )
   
 
 
      Net cash used in investing activities     (79,473 )   (89,017 )
Financing activities:              
  Short-term borrowings—net     477,023     9,229  
  Proceeds from issuance of long-term debt—net         99,846  
  Repayment of long-term debt, including reacquisition premiums     (380,267 )   (24,733 )
  Dividends paid to parent     (65,699 )   (62,375 )
   
 
 
      Net cash provided by financing activities     31,057     21,967  
   
 
 
  Net increase in cash and cash equivalents     2,195     11,034  
  Cash and cash equivalents at beginning of period     1,532     1,350  
   
 
 
  Cash and cash equivalents at end of period   $ 3,727   $ 12,384  
   
 
 

The Notes to Financial Statements are an integral part of the Statements of Cash Flows.

13



SOUTHWESTERN PUBLIC SERVICE COMPANY
BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

 
  Sept. 30,
2000

  Dec. 31,
1999

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 3,727   $ 1,532  
  Accounts receivable—net of allowance for bad debts of $353 and $682, respectively     82,544     83,928  
  Accrued unbilled revenues     90,018     44,631  
  Recoverable electric energy costs.     94,393     1,948  
  Materials and supplies inventories at average cost     12,475     18,035  
  Fuel and gas inventories at average cost     2,296     2,292  
  Prepayments and other     2,990     4,324  
   
 
 
    Total current assets     288,443     156,690  
   
 
 
Property, plant and equipment, at cost:              
  Electric utility     2,866,895     2,802,077  
  Other and construction work-in-progress     99,833     95,477  
   
 
 
    Total property, plant and equipment     2,966,728     2,897,554  
  Less: accumulated depreciation     (1,179,482 )   (1,123,739 )
   
 
 
    Net property, plant and equipment     1,787,246     1,773,815  
   
 
 
Other assets:              
  Notes receivable from affiliate     119,036     119,036  
  Other investments     12,262     5,946  
  Regulatory assets     79,228     101,419  
  Prepaid pension asset     56,101     40,087  
  Deferred charges and other     22,938     22,383  
   
 
 
    Total other assets     289,565     288,871  
   
 
 
    Total Assets   $ 2,365,254   $ 2,219,376  
   
 
 
LIABILITIES AND EQUITY              
Current liabilities:              
  Short-term debt   $ 654,768   $ 177,746  
  Accounts payable     101,998     73,613  
  Accounts payable to affiliates     19,829     2,947  
  Taxes accrued     2,383     23,486  
  Interest accrued     492     17,223  
  Dividends payable         20,963  
  Other     77,481     32,690  
   
 
 
    Total current liabilities     856,951     348,668  
   
 
 
Deferred credits and other liabilities:              
  Deferred income taxes     366,167     376,245  
  Deferred investment tax credits     4,780     4,969  
  Benefit obligations and other     34,374     22,236  
   
 
 
    Total deferred credits and other liabilities     405,321     403,450  
   
 
 
Long-term debt     226,502     605,875  
Mandatorily redeemable preferred securities of subsidiary trusts     100,000     100,000  
Common stock and paid-in capital     353,099     353,099  
Retained earnings     423,381     408,284  
   
 
 
    Total common stockholders' equity     776,480     761,383  
Commitments and contingencies (see Note 5)          
   
 
 
    Total Liabilities and Equity   $ 2,365,254   $ 2,219,376  
   
 
 

The Notes to Financial Statements are an integral part of the Balance Sheets.

14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of NSP-Minnesota, NSP-Wisconsin, PSCo and SPS (collectively referred to as the Utility Subsidiaries of Xcel Energy) as of Sept. 30, 2000, and Dec. 31, 1999, the results of its operations for the three and nine months ended Sept. 30, 2000 and 1999, and its cash flows for the nine months ended Sept. 30, 2000 and 1999. Due to the seasonality of electric and gas sales of the Utility Subsidiaries of Xcel Energy, quarterly and year-to-date results are not necessarily an appropriate base from which to project annual results.

    The accounting policies of NSP-Minnesota are set forth in Note 1 to the financial statements of its Form 10. The accounting policies of NSP-Wisconsin, PSCo and SPS are set forth in Note 1 to the financial statements in their respective Annual Reports on Form 10-K for the year ended Dec. 31, 1999. The following notes should be read in conjunction with such policies and other disclosures in the Form 10 and the Form 10-Ks.

1. Merger to Create Xcel Energy

    On Aug. 18, 2000, New Century Energies (NCE) and Northern States Power Company (NSP) merged and formed Xcel Energy Inc. Xcel Energy, a Minnesota corporation, is a registered holding company under the Public Utility Holding Company Act of 1935. 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. 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.

    As part of the merger, NSP transferred its existing utility operations that were being conducted directly by NSP at the parent company level to a newly formed wholly-owned subsidiary of Xcel Energy named NSP-Minnesota. Xcel Energy has the following wholly owned public utility subsidiary companies that are Registrants reported herein: NSP-Minnesota, NSP-Wisconsin, PSCo and SPS.

2. Special Charges

    Consistent with pooling accounting requirements, upon consummation of the merger in the third quarter of 2000, Xcel Energy expensed all merger-related costs. During the third quarter of 2000, Xcel Energy recognized pretax special charges totaling $201 million in merger-related costs. During the third quarter of 2000, an allocation of $159 million of these merger costs was made to the Utility Subsidiaries of Xcel Energy consistent with prior regulatory filings and is reported on the accompanying financial statements as special charges.

    The pretax charges included $49 million related to one-time transaction-related costs incurred in connection with the merger of NSP and NCE. These transaction costs include investment banker fees, legal and regulatory approval costs, and expenses for support of and assistance with planning and completing the merger transaction.

    Also included were $110 million of pretax charges pertaining to incremental costs of transition and integration activities associated with merging NSP and NCE to begin operations as Xcel Energy. These transition costs include approximately $68 million for severance and related expenses associated with staff reductions of 656 employees, most of whom were released in September and October 2000. Other transition and integration costs include amounts incurred for facility consolidation, systems integration, regulatory transition, merger communications and operations integration assistance.

    In addition to the special charges recorded in third quarter 2000, Xcel Energy anticipates approximately $30 million to be incurred in the fourth quarter of 2000 for additional merger transition,

15


integration and severance activities that are expected to occur prior to year-end. Management expects the majority of its merger-related transition and integration activities to be completed by early 2001 so that Xcel Energy can fully realize in 2001 and future years the operating synergies anticipated from the merger of NSP and NCE. Once incurred, an allocation of fourth quarter merger costs will be made to Xcel Energy's Utility Subsidiaries.

3. Business Developments

NSP-Minnesota

    Nuclear Management Company (NMC)—During 1999, NSP-Minnesota, Wisconsin Electric Power Co., Wisconsin Public Service Corp. and Alliant Energy established the NMC. The four companies operate seven nuclear units at five sites, with a total generation capacity exceeding 3,650 megawatts.

    During the second quarter of 2000, the Nuclear Regulatory Commission (NRC) approved requests by NMC's four affiliated utilities to transfer operating authority for their five nuclear plants to NMC. NRC action paves the way for NMC to assume management of operations and maintenance at the five plants. The NRC also is considering requests from three intervenors for hearings regarding NSP-Minnesota's application. NMC responsibilities will include oversight of on-site dry storage facilities for used nuclear fuel at the Point Beach and Prairie Island nuclear plants. Utility plant owners will continue to own the plants, control all energy produced by the plants and retain responsibility for nuclear liability insurance and decommissioning costs. The transfer of operating authority will formally establish NMC as an operating company, with a senior management team focused on sharing best practices. Existing personnel will continue to provide day-to-day plant operations, with the additional benefit of tapping into ideas from all NMC-operated plants for improved safety, reliability and operational performance.

    During the third quarter of 2000, NMC and Consumers Energy (CE) reached a tentative agreement, subject to the approval of the CE Board of Directors, for NMC to operate CE's 789-megawatt Palisades nuclear plant in Covert, Mich. The addition of Palisades would give NMC 4,500 megawatts of generation, making it the sixth largest operator of nuclear plants in the United States.

    Black Dog Plant Project—During June 2000, the Minnesota Public Utilities Commission (MPUC) issued a certificate of need for the Black Dog plant repowering project. The project involves converting two of Black Dog's four electric generating units from coal to natural gas, a move that will result in greater operating efficiency and cleaner power production, including a reduction in NSP-Minnesota's air emissions. Using natural gas combined-cycle technology, output from the two units will be boosted by more than 100 megawatts. Other key regulatory approvals are needed from the Minnesota Environmental Quality Board and Pollution Control Agency. NSP-Minnesota expects to receive final approvals in the second half of 2000 and then immediately begin construction. The project should be completed prior to the summer of 2002.

NSP-Wisconsin

    New Customer—In 2000, NSP-Wisconsin was selected to supply electricity and operate the distribution system at Fort McCoy, a regional Army training center near Sparta, Wis. There are more than 1,000 buildings on 60,000 acres. NSP-Wisconsin will begin providing service under the new contract in the fall of 2000.

16


    Wheaton Plant Conversion—In 2000 NSP-Wisconsin converted units 1 and 3 of the Wheaton generating plant to operate on both oil and natural gas. Previously the units operated on oil exclusively. Two other units at Wheaton were converted in 1997. The conversions were prompted by an opportunity to decrease the cost of producing electricity and reduce plant emissions.

PSCo

    Colorado Natural Fuels Co. LLC—During the third quarter of 2000, PSCo sold Colorado Natural Fuels Co. LLC to Blue Energy & Technologies LLC, a new, multi-dimensional natural gas vehicle company. PSCo recognized a loss of $1.7 million on the sale. The transaction includes a network of 35 public natural gas fueling stations and related operations in Colorado and Wyoming. PSCo partnered with Colorado Interstate Gas to form Natural Fuels Corp. as a nonregulated subsidiary in 1990 in response to the growing demand for alternatives to gasoline and diesel vehicles.

4. Regulation and Rate Matters

NSP-Minnesota

    Conservation Recovery—NSP-Minnesota has had a 4.1 percent conservation rate surcharge in place since 1998, pending resolution of the conservation incentive recovery issue. On July 31, 2000, the MPUC approved NSP-Minnesota's request to prospectively reduce the surcharge level to 0.68 percent (consistent with current costs to be recovered) and to refund cumulative overcollections of approximately $24 million. The refund will occur during December 2000. This refund does not include the 1998 conservation incentive amounts still under appeal. Although cash flows will be reduced, NSP-Minnesota does not expect any earnings impact from these actions due to accruals previously recorded.

    Fuel Clause Adjustment (FCA)—In June 2000, the MPUC approved a change under which bills received by NSP-Minnesota's electricity customers will more accurately reflect energy costs on a timely basis. The FCA is a mechanism that allows NSP-Minnesota to bill customers for the actual cost of fuel used to generate electricity at its plants and energy purchased from other suppliers. Previously, the adjustment reflected prior period costs, and it would take approximately three months for customer bills to reflect higher, or lower, fuel costs incurred by NSP-Minnesota. Under the new method, NSP-Minnesota bases the customer billing adjustment on projected energy costs for the current month, and corrects in a subsequent month any differences between projected costs and actual costs incurred. This improved matching between costs and usage should encourage customers to take appropriate steps to reduce energy use during peak periods—when costs are at their highest—while giving appropriate price signals when costs are lower during off-peak periods. NSP-Minnesota implemented the revised fuel clause adjustment with July 2000 billings.

    Energy Cost Recovery—On April 3, 2000, the Minnesota Office of Attorney General (OAG) filed a petition with the MPUC asking the MPUC to initiate an investigation of NSP-Minnesota's fuel and purchased energy cost recoveries under the FCA provisions of NSP's tariffs. The OAG alleged NSP-Minnesota could be improperly diverting low-cost NSP-Minnesota generation supplies to the wholesale market to increase profits, while recovering higher-cost energy purchases through the FCA. NSP-Minnesota contends that it has followed the appropriate FCA rules and regulations. On July 20, 2000, the MPUC issued an order in which it indicated that the record before the MPUC did not reflect any specific allegations of wrongdoing. However, the MPUC instructed NSP-Minnesota and the OAG

17


to resolve any concerns and file a report with the MPUC. It is currently anticipated that a report or update will be filed with the MPUC in January 2001.

    North Dakota Rate Case—On October 2000, NSP-Minnesota filed a natural gas rate increase request with the North Dakota Public Service Commission. The request seeks to increase natural gas rates by approximately 3.3 percent or $1.4 million annually.

NSP-Wisconsin

    Electric Transmission—In April 1998, Wisconsin state legislators enacted a law that includes provisions that require the Public Service Commission of Wisconsin (PSCW) to order a public utility that owns transmission facilities in Wisconsin to transfer control of its transmission facilities to an Independent System Operator (ISO), or divest its interest in its transmission facilities to an Independent Transmission Company (ITC), if the public utility has not already transferred control to an ISO or divested to an ITC by June 30, 2000. NSP joined the Midwest ISO (MISO) in late 1999 and filed for PSCW and Federal Energy Regulatory Commission (FERC) approval in March 2000. The MISO is not expected to be operational until November 2001. On June 30, 2000, the PSCW issued an order that effectively waived the June 30, 2000, deadline for the state's five major utilities, including NSP-Wisconsin, to relinquish transmission system control. In October 2000, the PSCW issued an order authorizing NSP-Wisconsin's transfer of operating control of its transmission system to the MISO.

    Construction Authorization—In 1996, NSP and Dairyland Power Cooperative (DPC) proposed building an electric transmission system between NSP-Minnesota's Chisago County substation in eastern Minnesota and DPC's Apple River substation in northwestern Wisconsin in response to a need for additional reliability and capacity in both regions. During the second quarter of 1999, the PSCW granted permission to build the Wisconsin portion of the system. The City of St. Croix Falls, Wis., and the Concerned River Valley Citizens advocacy group (the parties) filed lawsuits against the PSCW appealing the decision. Approval from the Minnesota Environmental Quality Board (MEQB) was delayed to address additional discovery by the parties. In early 2000, NSP and DPC agreed with the parties to enter into mediation. In September 2000, the cities of Taylors Falls, Minn. and St. Croix Falls, Wis., signed a settlement agreement recommending a lower voltage, 161-kilovolt line. As part of the agreement, NSP-Minnesota and DPC filed with the MEQB to withdraw their application before the MEQB, which was filed on Sept. 29, 2000. Applications for the revised project will be filed with local permitting authorities in Minnesota, and the utilities will seek a revision of an existing order from the PSCW. The earliest construction could begin is 2003.

    Temporary Fuel Cost Surcharge—On Feb. 14, 2000, NSP-Wisconsin filed an application with the PSCW to increase electric rates to recover higher fuel costs. This application was subsequently updated with additional information on March 17, 2000. The increase is primarily the result of higher purchased power costs than were anticipated in base rates. The surcharge factor is expected to increase revenues by approximately $6.5 million in 2000 and represents an average increase for all customer classes of approximately 3 percent. The PSCW issued its order granting the surcharge on May 2, 2000. The surcharge factor is expected to be effective through Dec. 31, 2001.

    Reliability 2000—During the summer of 1999, Wisconsin state lawmakers passed "Reliability 2000" legislation which included steps necessary to further progress toward a restructured industry, eventually including allowing retail customers to choose their electric supplier. One of the provisions of the legislation establishes a "public benefits" fund, to be administered by the State of Wisconsin, which will use money collected from Wisconsin utilities' customers to pay for low-income assistance, conservation

18


programs, and renewable energy and environmental research programs. This fund will increase the amount of money that must be collected from NSP-Wisconsin's customers. NSP-Wisconsin began collecting the public benefits surcharge from its Wisconsin customers in October 2000.

    Michigan Restructuring—On June 3, 2000, Michigan's Gov. Engler signed Act 141, the "Customer Choice and Electricity Reliability Act," into law. The passage of Act 141 means there will be customer choice for all customers in Michigan, including NSP-Wisconsin's customers in the Upper Peninsula, starting Jan. 1, 2002. Key elements of the law that may affect NSP-Wisconsin and its approximately 10,000 electric customers include developing reliability standards and fuel disclosure standards, codes of conduct, a state-wide customer choice education program and an Upper Peninsula Market Power Study. Act 141 also contains a number of consumer protection provisions dealing with "cramming," "slamming" and low income energy assistance. NSP-Wisconsin filed its restructuring plan in October 2000 and expects to file its unbundled rates by June 2001. The five percent rate reduction and rate freeze ordered in Act 141 does not apply to NSP-Wisconsin or other utilities with less than 1 million customers in Michigan.

PSCo

    Performance Based Regulatory PlanThe Colorado Public Utilities Commission (CPUC) has established a performance based regulatory plan under which PSCo operates. The major components of this regulatory plan include the following:

    an annual electric earnings test with the sharing of earnings in excess of an 11 percent return on equity for the calendar years 1997-2001;

    a Quality Service Plan (QSP), which provides for refunds to customers if PSCo does not achieve certain performance measures relating to electric reliability and customer service; and

    an incentive cost adjustment (ICA), which provides for the sharing of energy costs and savings relative to an annual target cost/delivered kilowatt.

    PSCo regularily monitors and records as necessary an estimated customer refund obligation under the earnings test. In April of each year following the measurement period, PSCo files its proposed rate adjustment under the PBRP. The CPUC conducts proceedings to review and approve these rate adjustments annually. During the nine months ended Sept. 30, 2000, PSCo has recorded an estimated customer refund obligation of approximately $12 million (excluding adjustments to true up prior year estimates). In June 2000, an administrative law judge (ALJ) issued a recommendation on the unresolved issues related to the 1998 earnings test. PSCo filed its brief on exceptions with the CPUC, asking the CPUC to disregard the ALJ's recommendation and to issue an order adopting PSCo's position. A final CPUC decision related to the refund obligation for 1998 is pending. The procedural schedule for the 1999 earnings test has been established, with hearings set for February 2001.

    Transmission Line—On Oct. 31, 2000, PSCo filed a request with the CPUC for a Certificate of Public Convenience and Necessity to construct a 345 kilovolt transmission line from Lamar, Colo., to Holcomb, Kan., and to construct a high-voltage, direct current converter at the line's Lamar terminus. This transmission project is the second phase of a two-phase transmission interconnection project that will, if approved, ultimately connect PSCo with SPS. Hearings have not yet been scheduled.

    Underground Storage Facility—On April 14, 2000, PSCo filed an application with the CPUC requesting authority to shut down and abandon its Leyden Natural Gas Underground Storage Facility

19


located northwest of the City of Arvada, Colo., during 2001, after 40 years of operation. The application seeks approval of a formal decommissioning plan, which has an estimated cost of approximately $8.6 million. In June 2000, an ALJ determined that the notice was adequate and the application was proper. Hearings and testimony are scheduled for the fourth quarter of 2000. A decision is expected in the first half of 2001.

    Gas Rate Case—On July 17, 2000, PSCo filed a retail rate case with the CPUC requesting an annual increase in its jurisdictional gas department revenues of approximately $40 million. The request for a rate increase reflects revenues for additional plant investment, a 12.5-percent return on equity, new depreciation rates and recovery of the dismantlement costs associated with the Leyden Gas Storage facility. Hearings have not yet been scheduled.

SPS

Restructuring Legislation

    Restructuring legislation has been enacted in Texas and New Mexico, as summarized below. SPS has made and continues to make filings with the Public Utility Commission of Texas (PUCT) and the New Mexico Public Regulation Commission (NMPRC), to address critical issues related to SPS's transition plans to retail competition. Retail competition is expected to be implemented in these states on or before Jan. 1, 2002.

    Overview of New Mexico Legislation—In April 1999, New Mexico enacted the Electric Utility Restructuring Act of 1999, which provides for customer choice. The legislation provides for recovery of no less than 50 percent of stranded costs for all utilities as quantified by the NMPRC. Transition costs must be approved by the NMPRC prior to being recovered through a non-bypassable wires charge, which must be included in transition plan filings. SPS must separate its utility operations into at least two segments: energy generation and competitive services, and transmission and distribution utility services either by the creation of separate affiliates that may be owned by a common holding company or by the sale of assets to one or more third parties. A regulated company, in general, is prohibited from providing unregulated services. In May 2000, the NMPRC approved:

    customer choice for residential, small commercial and educational customers by Jan. 1, 2002;

    customer choice for commercial and industrial customers by July 1, 2002; and

    completion of SPS corporate separation by Aug. 1, 2001.

    Overview of Texas Legislation—In June 1999, an electric utility restructuring act (SB-7) was passed in Texas, which provides for the implementation of retail competition for most areas of the state beginning Jan. 1, 2002. The PUCT can delay the date for retail competition if a power region is unable to offer fair competition and reliable service during the 2001 pilot projects. The legislation requires:

    a rate freeze for all customers until Jan. 1, 2002;

    an annual earnings test through 2001;

    a 6 percent rate reduction for those residential and small commercial customers who choose not to switch suppliers at the start of retail competition;

    the unbundling of business activities, costs and rates relating to generation, transmission and distribution and retail services;

20


    reductions in NOx and SO2 emissions; and

    the recovery of stranded costs.

    SB-7 requires each utility to unbundle its business activities into three separate legal entities: a power generation company, a regulated transmission and distribution company, and a retail electric provider. SB-7 limits the market share that a single generation provider can control to 20 percent of the generating capacity within a power region. The establishment of a qualified power region with multiple generation suppliers is required under SB-7 in order to implement full retail competition. SPS must return any excess earnings indicated in the annual earnings tests to customers during the period Jan. 1, 1999, through Dec. 31, 2001, or alternatively may direct any excess earnings to improvements in transmission and distribution facilities, to capital expenditures to improve air quality or to accelerate the amortization of regulatory assets, subject to PUCT approval.

    Implementation—SPS filed its business separation plan in Texas during the first quarter of 2000 for the unbundling of power generation, transmission, and distribution and retail electric provider services. In April 2000, the PUCT approved SPS's business separation plan. Overall, the plan provides for the separation of all competitive energy services, the establishment of an Xcel Energy customer care company, which will provide customer services for all of Xcel Energy's operating utilities, and a formal code of conduct and compliance manual for managing affiliate transactions.

    Subject to all required approvals and indebtedness restrictions, it is anticipated that all generation-related and certain other assets and liabilities will be transferred at net book value to newly-formed affiliates in accordance with SPS's business separation plan by Jan. 1, 2001 (approximately 50 percent of SPS's assets). It is expected that SPS and its affiliates will be capitalized consistent with their respective business operations.

    In April 2000, SPS filed with the PUCT a stipulation agreement, which specifically addresses SPS implementation plans to meet the requirements of the Texas deregulation legislation. The stipulation provides for the implementation of full retail customer choice by SPS in its Texas service region, including the future divestiture of certain SPS generation assets. Subject to certain market conditions, SPS has agreed to divest 1,750 megawatts, at a minimum, by Jan. 1, 2002, and has specifically identified the plants that it would sell in connection with additional divestitures required to establish a qualified power region under SB-7. For SPS to comply with this qualified power region requirement and to implement full customer choice in Texas, a minimum of 2,843 megawatts and a maximum of 3,184 megawatts of existing power generation assets or capacity must be sold to third party non-affiliates. SPS has committed to complete these divestitures by Jan. 1, 2006. SPS expects some or all of these divestitures to be completed by the end of 2001. Management believes that these divestitures are in response to the legal requirements of SB-7 and that these divestitures can occur consistent with the pooling-of-interests accounting requirements. The stipulation provides that if the SEC determines that the divestitures would be a pooling violation, the divestitures would be delayed until at least September 2002 to meet the pooling-of-interests requirements.

    In May 2000, the PUCT issued a rate order approving the stipulation. SPS has committed to transfer functional control of its electric transmission system to the Midwest Independent System Operator, Inc. (MISO), a regional transmission organization that will operate the transmission systems of multiple owners in the central United States.

    SPS filed a rate case on March 31, 2000, to set the rates for the transmission and distribution services in Texas, which are to be unbundled and implemented on Jan. 1, 2002. SPS requested recovery

21


of all jurisdictional costs associated with restructuring in Texas. Hearings and a final rate order are not expected before 2001.

    On June 1, 2000, SPS filed its transition plan with the NMPRC. SPS filed to establish rates for the transmission and distribution business in New Mexico, requesting approval of its corporate restructuring/separation and other associated matters. Hearings related to corporate separation are under way. A final rate order is not expected until mid 2001.

    Financial Impact—With the issuance of a final written order by the PUCT in May 2000, addressing the implementation of electric utility restructuring, SPS discontinued regulatory accounting under SFAS 71 for the generation portion of its business during the second quarter of 2000. Consistent with current accounting rules, this resulted in extraordinary charges in the second and third quarters of 2000.

    During the second quarter of 2000, SPS wrote off its generation-related regulatory assets and other deferred costs totaling approximately $19 million before taxes. This resulted in an after-tax extraordinary charge of approximately $13.7 million against the earnings of Xcel Energy and SPS. During the third quarter of 2000, SPS recorded an extraordinary charge of $8.2 million before tax, or $5.3 million after tax, related to the tender offer/defeasance of approximately $295 million of First Mortgage bonds.

    SPS's transmission and distribution business continues to meet the requirements of SFAS 71, as that business is expected to remain regulated.

    The total impacts of restructuring may be affected by the results of future state and federal regulatory proceedings prior to actual implementation of full competition, currently anticipated to begin on Jan. 1, 2002.

    Additionally, there may be other significant financial implications of implementing SB-7 and electric restructuring in New Mexico. These implications include, but are not limited to investments in information technology, establishing an independent operation of the electric transmission systems, implementing the procedures to govern affiliate transactions, the pricing of unbundled energy services and the regulatory recovery of incurred costs related to these issues. Based on current estimates, these incurred costs could be as much as $75 million.

    The resolution of these matters may have a significant financial impact on the financial position, results of operations and cash flows of SPS.

Earnings Test—Texas

    On May 18, 2000, SPS filed its 1999 Earnings Report with the PUCT indicating no excess earnings. On Sept. 26, 2000, the PUCT staff and the Office of Public Utility Counsel (OPUC) filed a Notice of Disagreement with the PUCT indicating adjustments to SPS's calculations, which would result in excess earnings. During the third quarter of 2000, SPS recorded an estimated obligation for 1999 equal to $6.4 million and an estimated obligation for 2000 equal to $5.9 million. SPS continues to work with both the PUCT staff and the OPUC in resolving these matters and final resolution is pending.

Electric Cost Adjustment Mechanisms—Texas

    The PUCT's regulations require periodic examination of SPS fuel and purchased power costs, the efficiency of the use of such fuel and purchased power, fuel acquisition and management policies and

22


purchase power commitments. SPS is required to file an application for the PUCT to retrospectively review, at least every three years, the operations of a utility's electricity generation and fuel management activities. In June 1998, SPS filed its reconciliation for the generation and fuel management activities totaling approximately $690 million, for the period from January 1995 through December 1997. In July 2000, the PUCT approved a settlement agreement between SPS and the general counsel of the PUCT, which provided for the recovery of substantially all fuel costs, including approximately $12.1 million of the Texas retail jurisdictional portion of the Thunder Basin judgment.

    In June 2000, SPS filed an application for the PUCT to retrospectively review the operations of the utility's electricity generation and fuel management activities. In this application, SPS filed its reconciliation for the generation and fuel management activities totaling approximately $419 million, for the period from January 1998 through December 1999. Final approval is pending.

    SPS filed an application on July 21, 2000, seeking to increase its fixed fuel factors as a result of recent increases in natural gas costs. On Aug. 10, 2000, SPS filed a second application seeking authority to surcharge approximately $26 million in fuel under recoveries and related interest accrued through the June 2000 billing cycle over the eight months ending May 2001. On Aug. 18, 2000, the PUCT consolidated these two filings into one docket. SPS reached a unanimous stipulation with all parties to the case resolving all outstanding issues. This stipulation was approved by the PUCT in September 2000 and allowed for the new fuel factors and surcharge factors to become effective in the October 2000 billing cycle.

New Mexico

    The NMPRC regulations provide for a fuel and purchased power cost adjustment clause and a fixed annual fuel factor for SPS's New Mexico retail jurisdiction. SPS files monthly and annual reports of its fuel and purchased power costs with the NMPRC, which include the current over/under fuel collection calculation, plus interest. In addition, SPS revises its fixed fuel factor annually to recover projected fuel and purchased power costs as well as any over/under cost balance for the current year. SPS is required to petition for a change in the fixed fuel factor if the over/under recovery balance reaches $5 million.

    SPS filed an unopposed motion with the NMPRC on Oct. 4, 2000, seeking to change the date for the implementation of its next fixed annual fuel factor. SPS was approximately $12.8 million under collected in fuel and purchased power costs through August 2000 and projected that these under collections would continue based on recent increases in natural gas costs. On Oct. 24, 2000, the NMPRC approved SPS's revised fixed annual fuel factor to be effective in the November 2000 billing cycle.

23


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Commitments and Contingent Liabilities

    Lawsuits and claims arise in the normal course of business. Management, after consultation with legal counsel, has recorded an estimate of the probable cost of settlement or other disposition of them.

    Xcel Energy's Utility Subsidiaries have been or are currently involved with the cleanup of contamination from certain hazardous substances at several sites. In many situations, Xcel Energy's Utility Subsidiaries are pursuing or intend to pursue insurance claims and believes it will recover some portion of these costs through such claims. Additionally, where applicable, Xcel Energy's Utility Subsidiaries are pursuing, or intend to pursue, recovery from other potentially responsible parties and through the rate regulatory process. To the extent any costs are not recovered through the options listed above, Xcel Energy's Utility Subsidiaries would be required to recognize an expense for such unrecoverable amounts.

    The circumstances set forth in Notes 6 and 14 to Xcel Energy's financial statements in Xcel Energy's Form 8-K dated Aug. 21, 2000, appropriately represent, in all material respects, the current status of commitments and contingent liabilities, including those regarding public liability for claims resulting from any nuclear incident.

NSP-Minnesota

    The circumstances set forth in Note 13 in NSP-Minnesota's Form 10, appropriately represent, in all material respects, the current status of commitments and contingent liabilities regarding public liability for claims resulting from any nuclear incident.

NSP-Wisconsin

    Environmental Matters—As discussed in Note 8 to the Financial Statements in the 1999 NSP-Wisconsin Form 10-K, NSP-Wisconsin had been named as one of three potentially responsible parties in connection with environmental contamination at a site in Ashland, Wis. The United States Environmental Protection Agency (EPA) and Wisconsin Department of Natural Resources (WDNR) continue to evaluate proposed methods of remediating the contamination.

    The Ashland site has been evaluated using the Hazardous Ranking System under the Comprehensive Environmental Response, Compensation and Liability Act. Preliminary results indicate that the Ashland site is likely to be named as a Superfund site. The governor of Wisconsin has concurred with this assessment, subject to the state of Wisconsin retaining the lead role in administering the cleanup of the site. Being named as a Superfund site will increase the administrative and transaction costs of the cleanup project.

    The EPA and WDNR approved NSP-Wisconsin's proposal for an interim groundwater treatment system for the portion of the Ashland site that NSP-Wisconsin owns. The system began operation in September 2000 and is performing well. The cost to build the system was approximately $350,000.

    In March 2000, NSP-Wisconsin received a formal data request related to its Wheaton generating facility from the EPA under Section 114(a) of the Clean Air Act. Data requests of this type from the EPA are sometimes used in anticipation of a potential enforcement action. The data request focuses on fuel usage, operating hours, operating loads and stack test data for the time period Jan. 1, 1999, to present. It was during this time period that two units at Wheaton had failed stack tests for particulate matter and carbon monoxide (unit 2) and particulate matter (unit 4) when firing oil at low load. The WDNR issued a Notice of Violation (NOV) letter to NSP-Wisconsin for each of these incidents. The two units were retested later in 1999 and found to be in compliance. The NOVs were formally closed out by the DNR in early January 2000.

24


    On Oct. 26, 2000, EPA issued a letter in which it found that the NSP-Wisconsin French Island facility should be classifiied as a "large municipal waste combustor" under Section 129 of the Clean Air Act. This letter was contrary to a 1997 EPA letter in which the EPA had found that French Island should be classified as a "small combustor." If French Island is classified as a large municipal waste combustor, NSP-Wisconsin may be required to install additional control equipment or make operational changes to the facility. NSP-Wisconsin is determining its response to this letter.

PSCo

    Environmental Matters—In 1996, a conservation organization filed a complaint in the U. S. District Court pursuant to provisions of the Federal Clean Air Act (the Act) against the joint owners of the Craig Steam Electric Generating Station located in western Colorado. Tri-State Generation and Transmission Association, Inc. is the operator of the Craig station and PSCo owns an undivided interest in each of two units at the station, totaling approximately 9.7 percent. In October 2000, the parties, the EPA and Colorado Department of Public Health and Environment reached an agreement in principle resolving all air quality matters related to the facility. Resolution of this matter will require the installation of additional emission control equipment costing between $70 and $135 million, depending on the type of equipment ultimately installed. The equipment will be installed over a period of several years. In addition, the settlement may include civil penalties estimated to be less than $1 million.

    Tax Matters—PSRI, a subsidiary of PSCo, owns and manages permanent life insurance policies on certain past and present employees. These corporate-owned life insurance (COLI) policies were entered into prior to June 20, 1986. Since 1986, Congress has passed various legislation to phase out the tax benefits associated with certain COLI policies, however, PSRI's policies have been grandfathered under this legislation. In August 1998, the IRS issued a Notice of Proposed Adjustment proposing to disallow the 1993 and 1994 deductions of interest expense related to policy loans on the COLI policies. In March 2000, the IRS amended its original adjustment to also disallow the interest deductions taken in tax years 1995 through 1997. The total disallowance of interest expense deductions for the five years as proposed by the IRS is approximately $175 million. A request for technical advice from the IRS national office with respect to the proposed adjustment is pending.

    Management is vigorously contesting this issue. PSRI has not recorded any provision for income tax or interest expense related to this matter and has continued to take deductions for interest expense related to policy loans on its income tax returns for subsequent years. Management believes that PSRI's tax deduction of interest expense on life insurance policy loans was in full compliance with IRS regulations and believes that the resolution of this matter will not have a material adverse impact on PSCo's financial position, results of operations or cash flows.

6. Short-Term Borrowings and Financing Activities

NSP-Minnesota

    At Sept. 30, 2000, NSP-Minnesota had approximately $576 million of short-term debt outstanding at a weighted average interest rate of 6.61 percent.

    As of Sept. 30, 2000, NSP-Minnesota had a $300-million revolving credit facility under a commitment fee arrangement. This facility provides short-term financing in the form of bank loans, letters of credit and support for commercial paper sales.

    NSP-Minnesota plans to file a $500 million long-term debt shelf registration during the fourth quarter of 2000.

25


NSP-Wisconsin

    At Sept. 30, 2000, NSP-Wisconsin had approximately $77 million of short-term notes payable to NSP-Minnesota outstanding at a weighted average interest rate of 6.60 percent.

    In October 2000, NSP-Wisconsin completed the sale of $80 million of 7.64 percent unsecured senior notes, maturing Oct. 1, 2008. The proceeds were used primarily to repay short-term debt.

    In May 2000, 71,000 shares of NSP-Wisconsin common stock were issued for approximately $30 million to Xcel Energy. The proceeds were used to repay short-term debt.

PSCo

    At Sept. 30, 2000, PSCo had approximately $310 million of short-term debt outstanding at a weighted average interest rate of 6.77 percent.

    In July 2000, PSCo and its subsidiary PSCCC entered into a $600-million credit agreement, which will be used primarily to support the issuance of commercial paper by PSCo and PSCCC, but also provides for direct borrowings. This credit agreement, which is effective through July 19, 2001, replaced PSCo's existing $300 million 364-day facility, which expired on July 23, 2000, and PSCo and its subsidiaries' $300-million, multi-year facility, which would have terminated on Nov. 17, 2000.

SPS

    At Sept. 30, 2000, SPS had approximately $655 million of short-term debt outstanding at a weighted average interest rate of 6.68 percent.

    In July 2000, SPS entered into a $500-million credit agreement, which is effective through Jan. 20, 2002. The funds available from this credit agreement were used for used for general corporate purposes, including support for commercial paper, open market purchases, tender offer and defeasance costs of SPS's outstanding First Mortgage Bonds and other related restructuring costs. SPS is the initial borrower under this credit agreement; however, at the time of separation of the generation assets, the obligations under this credit agreement will be assumed by a newly formed generation company. See Note 4—Regulation and Rate Matters for more information on restructuring.

    SPS entered into a credit agreement on Feb. 25, 2000. The commitment under the credit agreement is $300 million and is effective through Feb. 23, 2001. It will be used primarily for support for commercial paper, but also provides for direct borrowings.

    During the first and second quarters of 2000, SPS repurchased in the open market approximately $27 million and $58 million, respectively, of its First Mortgage Bonds. During the third quarter of 2000, SPS completed a tender offer/defeasance of approximately $295 million of First Mortgage bonds, as discussed in Note 4.

7. Segment Information

    Xcel Energy's Utility Subsidiaries each have reportable segments Electric Utility and Gas Utility, with the exception of SPS, which has only a Electric Utility reportable segment. SPS operates in the regulated electric utility industry providing wholesale and retail electric service in Texas, New Mexico, Kansas and Oklahoma. Revenues and net income are reported on the SPS Consolidated Income Statement. All figures are in thousands of dollars.

    The Utility Subsidiaries of Xcel Energy segment results for the third quarter and the first nine months of 2000, reflect the write-off of special charges related to the merger.

26


NSP-Minnesota

Three months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

 
Revenues from:                                
External customers   $ 696,112   $ 62,223   $   $   $ 758,335  
Internal customers     178     2,518             2,696  
   
 
 
 
 
 
  Total revenue     696,290     64,741             761,031  
Segment net income     31,686     (6,523 )           25,163  

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                                
External customers   $ 723,102   $ 45,182   $   $   $ 768,284  
Internal customers     166     (1,206 )           (1,040 )
   
 
 
 
 
 
  Total revenue     723,268     43,976             767,244  
Segment net income     87,030     (7,780 )           79,250  
Nine months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

 
Revenues from:                                
External customers   $ 1,807,426   $ 298,489   $   $   $ 2,105,915  
Internal customers     493     1,522             2,015  
   
 
 
 
 
 
  Total revenue     1,807,919     300,011             2,107,930  
Segment net income     75,611     6,660             82,271  

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                                
External customers   $ 1,775,938   $ 244,058   $   $   $ 2,019,996  
Internal customers     506     (2,277 )           (1,771 )
   
 
 
 
 
 
  Total revenue     1,776,444     241,781             2,018,225  
Segment net income     118,513     8,871             127,384  

NSP-Wisconsin

Three months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

Revenues from:                              
External customers   $ 111,387   $ 9,770   $   $   $ 121,157
Internal customers     31     514             545
   
 
 
 
 
  Total revenue     111,418     10,284             121,702
Segment net income     3,887     (2,044 )           1,843

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                              
External customers   $ 109,309   $ 7,424   $   $   $ 116,733
Internal customers     35     1,210             1,245
   
 
 
 
 
  Total revenue     109,344     8,634             117,978
Segment net income     8,025     (1,161 )           6,864

27


Nine months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

Revenues from:                              
External customers   $ 315,879   $ 62,076   $   $   $ 377,955
Internal customers     107     1,596             1,703
   
 
 
 
 
  Total revenue     315,986     63,672             379,658
Segment net income     17,741     897             18,639

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                              
External customers   $ 309,052   $ 52,495   $   $   $ 361,547
Internal customers     97     2,377             2,474
   
 
 
 
 
  Total revenue     309,149     54,872             364,021
Segment net income     22,483     1,885             24,368

PSCo

Three months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

Revenues from:                              
External customers   $ 616,124   $ 91,522   $ 1,372   $   $ 709,018
Internal customers                    
   
 
 
 
 
  Total revenue     616,124     91,522     1,372         709,018
Segment net income     7,633     (11,390 )   11,604         7,847

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                              
External customers   $ 400,892   $ 82,471   $ 837   $   $ 484,200
Internal customers                    
   
 
 
 
 
  Total revenue     400,832     82,471     837         484,200
Segment net income     49,092     (3,579 )   4,236         49,749
Nine months ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  All
Other

  Eliminations/
Unallocated

  Consolidated
Total

Revenues from:                              
External customers   $ 1,471,450   $ 501,103   $ 7,094   $   $ 1,979,647
Internal customers                    
   
 
 
 
 
  Total revenue     1,471,450     501,103     7,094         1,979,647
Segment net income     100,418     13,468     23,640           137,526

Sept. 30, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues from:                              
External customers   $ 1,155,904   $ 477,537   $ 5,794   $   $ 1,639,235
Internal customers                    
   
 
 
 
 
  Total revenue     1,155,904     477,537     5,794         1,639,235
Segment net income     122,483     13,202     14,823         150,508

28



REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS

TO NORTHERN STATES POWER COMPANY—MINNESOTA:

    We have reviewed the accompanying consolidated balance sheet of Northern States Power Company—Minnesota as of September 30, 2000, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2000, and the consolidated statement of cash flows for the nine-month period ended September 30, 2000. These financial statements are the responsibility of the Company's management.

    We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

                        ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
November 10, 2000

TO NORTHERN STATES POWER COMPANY—WISCONSIN:

    We have reviewed the accompanying consolidated balance sheet of Northern States Power Company—Wisconsin as of September 30, 2000, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2000, and the consolidated statement of cash flows for the nine-month period ended September 30, 2000. These financial statements are the responsibility of the Company's management.

    We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

                        ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
November 10, 2000

29


TO PUBLIC SERVICE COMPANY OF COLORADO:

    We have reviewed the accompanying consolidated balance sheet of Public Service Company of Colorado and subsidiaries as of September 30, 2000, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2000 and 1999, and the consolidated statements of cash flows for the nine-month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Company's management.

    We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

    We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Public Service Company of Colorado and subsidiaries as of December 31, 1999, and the related consolidated statements of income, shareholder's equity and cash flows for the year then ended (not presented separately herein), and in our report dated February 15, 2000, we expressed an unqualified opinion on these financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

                        ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
November 10, 2000

TO SOUTHWESTERN PUBLIC SERVICE COMPANY:

    We have reviewed the accompanying balance sheet of Southwestern Public Service Company as of September 30, 2000, and the related statements of income for the three-month and nine-month periods ended September 30, 2000 and 1999, and the statements of cash flows for the nine-month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Company's management.

    We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

    We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Southwestern Public Service Company as of December 31, 1999, and the related statements of income, shareholder's equity and cash flows for the year then ended (not presented separately herein),

30


and in our report dated February 15, 2000, we expressed an unqualified opinion on these financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

                        ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
November 10, 2000

31


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

    Discussion of financial condition and liquidity for the Utility Subsidiaries of Xcel Energy are omitted per conditions set forth in general instructions H (1) (a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management's narrative analysis and the results of operations as set forth in general instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Forward Looking Information

    The following discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of Xcel Energy's Utility Subsidiaries during the periods presented, or are expected to have a material impact in the future. It should be read in conjunction with the accompanying unaudited Consolidated Financial Statements and Notes.

    Except for the historical statements contained in this report, the matters discussed in the following discussion and analysis are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "estimate," "expect," "objective," "outlook," "possible," "potential" and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to:

    general economic conditions, including their impact on capital expenditures

    business conditions in the energy industry

    competitive factors

    unusual weather

    changes in federal or state legislation

    regulation

    the other risk factors listed from time to time by the Utility Subs of Xcel Energy in reports filed with the Securities and Exchange Commission (SEC), including Exhibit 99.01 to this Report on Form 10-Q for the quarter ended Sept. 30, 2000.

NSP—MINNESOTA'S MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

    NSP—Minnesota's net income was approximately $82 million for the first nine months of 2000, compared with approximately $127 million for the first nine months of 1999.

Special Charges

    During the third quarter of 2000, NSP-Minnesota expensed pretax special charges totaling approximately $59.1 million. The pretax charges included expenses related to one-time transaction-related costs incurred in connection with the merger of NSP and NCE and pretax charges pertaining to incremental costs of transition and integration activities associated with the merger. For more information, see Note 2.

Electric Utility Margins

    The following table details the change in electric revenue and margin. Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Due to fuel clause cost recovery mechanisms for retail customers in several states

32


and the ability to vary wholesale prices with changing market conditions, most fluctuations in energy costs do not affect electric margin. However, the fuel clause cost recovery in the Minnesota, North Dakota and South Dakota jurisdictions does not allow for complete recovery of all variable production expenses and, therefore, higher costs in periods of extreme temperatures can result in an adverse earnings impact.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Electric revenue   $ 1,808   $ 1,776  
Electric fuel and purchased power     (637 )   (648 )
   
 
 
Electric margin   $ 1,171   $ 1,128  
   
 
 

    Electric revenue and margin for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to actual retail sales growth of 2.5 percent. Weather-adjusted retail sales growth increased electric margin by approximately $38 million, but was partially offset by unfavorable temperatures which decreased electric margin by approximately $11 million. In addition, NSP-Minnesota's wholesale operation increased electric margin by approximately $17 milllion.

Gas Utility Margins

    The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. However, due to purchased gas cost recovery mechanisms for retail customers, fluctuations in the cost of gas have little effect on gas margin.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Gas revenue   $ 300   $ 242  
Cost of gas purchased and transported     (200 )   (148 )
   
 
 
Gas margin   $ 100   $ 94  
   
 
 

    Gas revenue for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to increased cost of gas, which is recovered in Minnesota through the purchased gas adjustment clause. Gas margin increased due to firm gas sales growth, increased interruptible sales and higher transportation revenues.

Non-Fuel Operating Expense and Other Costs

    Regulated Other Operation and Maintenance Expense increased by approximately $16 million, or 3.0 percent, for the first nine months of 2000, compared with the first nine months of 1999. The increase is largely due to the timing of outages at the Prairie Island and Monticello nuclear plants, which increased costs by $17 million.

    Depreciation and Amortization Expense increased by approximately $11 million, or 4.9 percent, for the nine months of 2000, compared with the first nine months of 1999, primarily due to increased capital additions to utility plant.

    Interest expense increased by approximately $18 million, or 24.4 percent, for the first nine months of 2000, compared with the nine months of 1999, primarily due to increased debt levels.

33


NSP—WISCONSIN'S MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

    NSP—Wisconsin's net income was $18.6 million for the first nine months of 2000, compared with $24.4 million for the first nine months of 1999.

Special Charges

    During the third quarter of 2000, NSP-Wisconsin expensed pretax special charges totaling approximately $10.8 million. The pretax charges included expenses related to one-time transaction-related costs incurred in connection with the merger of NSP and NCE and pretax charges pertaining to incremental costs of transition and integration activities associated with the merger. For more information, see Note 2.

Electric Utility Margins

    The following table details the change in electric revenue and margin. Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Wisconsin does not have an automatic retail electric fuel adjustment clause. Instead, it has a procedure which compares actual monthly and anticipated annual fuel costs with those costs that were included in the latest retail electric rates approved by the PSCW. If the comparison results in a difference outside a certain range, the PSCW may hold hearings limited to fuel costs and revise rates. Therefore, the fuel clause cost recovery in Wisconsin does not allow for complete recovery of all variable production expenses and higher costs, particularly in periods of extreme temperatures, can result in an adverse earnings impact.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Electric revenue   $ 316   $ 309  
Electric fuel and purchased power     (160 )   (157 )
   
 
 
Electric margin   $ 156   $ 152  
   
 
 

    Electric revenue and margin for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to retail sales growth of 2 percent. This was partially offset by unfavorable temperatures, which reduced electric margin by approximately $1.3 million.

Gas Utility Margins

    The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. However, due to purchased gas cost recovery mechanisms for retail customers, fluctuations in the cost of gas have little effect on gas margin.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Gas revenue   $ 64   $ 55  
Cost of gas purchased and transported     (45 )   (36 )
   
 
 
Gas margin   $ 19   $ 19  
   
 
 

34


    Gas revenue for the first nine months of 2000 increased, compared with the first nine months of 1999, due to higher cost of gas and sales growth. Gas margin was flat, largely due to unfavorable temperatures during 2000, which offset sales growth.

Non-Fuel Operating Expense and Other Costs

    Regulated Other Operation and Maintenance Expense was stable, increasing by approximately $1.7 million, or 2.2 percent, for the first nine months of 2000, compared with the first nine months of 1999. The increase is largely due to expense timing and general inflation.

    Interest expense increased by approximately $0.4 million, or 2.7 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to higher short-term interest rates.

PSCo'S MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

    PSCo's net income was $137.5 million for the first nine months of 2000, compared with $150.5 million for the first nine months of 1999.

Special Charges

    During the third quarter of 2000, PSCo expensed pretax special charges totaling approximately $63.1 million. The pretax charges included expenses related to one-time transaction-related costs incurred in connection with the merger of NSP and NCE and pretax charges pertaining to incremental costs of transition and integration activities associated with the merger. For more information, see Note 2. In addition, PSCo recognized a loss of $1.7 million attributed to the sale of Colorado Natural Fuels, LLC in August 2000.

Electric Utility Margins

    The following table details the change in electric revenue and margin. Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. PSCo has adjustment clauses that allow certain costs to be passed through to retail customers. The ICA allows for an equal sharing among customers and shareholders of certain fuel and energy cost increases and decreases. The Qualifying Facilities Capacity Cost Adjustment (QFCCA) provides for recovery of purchased capacity costs from certain Qualifying Facilities projects not otherwise reflected in base electric rates. Therefore, the fuel clause cost recovery does not allow for complete recovery of all variable production expenses and higher costs can result in an adverse earnings impact.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Electric revenue   $ 1,471   $ 1,156  
Electric fuel and purchased power     (781 )   (508 )
   
 
 
Electric margin   $ 690   $ 648  
   
 
 

    Electric revenue and margin for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to retail sales growth of 3.3 percent and wholesale sales growth of 48.7 percent. PSCo's wholesale energy marketing and trading operation provided approximately $37 million of additional electric margin due to favorable market condition in the western United States. Increases in electric revenue and margin were partially offset by regulatory adjustments in

35


Colorado, which reduced revenue and margins by approximately $16 million. For more information see Note 4.

Gas Utility Margins

    The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. PSCo has in place a Gas Cost Adjustment mechanism for natural gas sales, which recognizes the majority of the effects of changes in the cost of gas purchased for resale and adjusts revenues to reflect such changes in costs on a timely basis. Therefore, fluctuations in the cost of gas have little effect on gas margin.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Gas revenue   $ 501   $ 478  
Cost of gas purchased and transported     (296 )   (295 )
   
 
 
Gas margin   $ 205   $ 183  
   
 
 

    Gas revenue and margin for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to higher base rates effective July 1, 1999, resulting from PSCo's 1998 gas rate case. In addition, gas transportation revenues increased, compared with the first nine months of 2000, primarily due to 17.3 percent higher deliveries and higher transportation rates effective July 1, 1999.

Non-Fuel Operating Expense and Other Costs

    Regulated Other Operation and Maintenance Expense was fairly stable, increasing by approximately $0.9 million, or 0.3 percent, for the first nine months of 2000, compared with the first nine months of 1999.

    Depreciation and Amortization Expense increased by approximately $4.5 million, or 3.0 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to increased capital additions to utility plant.

    Interest expense increased by approximately $6.8 million, or 6.1 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to the issuance of the $200 million of 67/8% Series A Notes in July 1999.

SPS'S MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

    SPS's net income was $59.8 million for the first nine months of 2000, compared with $88.8 million for the first nine months of 1999.

Extraordinary Items

    During the second quarter of 2000, SPS wrote off its generation-related regulatory assets and other deferred costs for an extraordinary charge of approximately $19 million before taxes, or $13.7 million after tax. During the third quarter of 2000, SPS recorded an additional extraordinary charge of $8.2 million before tax, or $5.3 million after tax, related to the tender offer/defeasance of approximately $295 million of First Mortgage bonds. For more information on SPS restructuring, see Note 4.

36


Special Charges

    During the third quarter of 2000, SPS expensed pretax special charges totaling approximately $19.9 million. The pretax charges included expenses related to one-time transaction-related costs incurred in connection with the merger of NSP and NCE and pretax charges pertaining to incremental costs of transition and integration activities associated with the merger. For more information, see Note 2.

Electric Utility Margins

    The following table details the change in electric revenue and margin. Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Fuel and purchased power costs are recoverable in SPS's Texas jurisdiction through a fixed fuel factor, which is included in rates. In the New Mexico retail jurisdiction, fuel and purchased energy costs are adjusted through a fuel clause and a fixed annual factor. In all other jurisdictions, SPS currently recovers substantially all increases and refunds substantially all decreases in fuel and purchased power costs pursuant to monthly adjustment clauses. Due to these fuel clause cost recovery mechanisms for retail customers and the ability to vary wholesale prices with changing market conditions, most fluctuations in energy costs do not affect electric margin. However, the fuel clause cost recovery does not allow for complete recovery of all variable production expenses and, therefore, higher costs can result in an adverse earnings impact.

 
  Nine Months Ended Sept. 30
 
(Millions of dollars)

  2000
  1999
 
Electric revenue   $ 792   $ 717  
Electric fuel and purchased power     (397 )   (345 )
   
 
 
Electric margin   $ 395   $ 372  
   
 
 

    Electric revenue and margin for the first nine months of 2000 increased, compared with the first nine months of 1999, largely due to sales growth and the effects of warmer and drier summer and early fall weather. The summer and early fall of 2000 was 15.5 percent warmer than the corresponding period in 1999, resulting in higher retail and wholesale sales. The impact of higher sales was reduced by $12.3 million, representing the estimated provision for potential overearnings in Texas for calendar 1999 and nine months of calendar 2000. For more information on the overestimated earnings, see Note 4.

Non-Fuel Operating Expense and Other Costs

    Regulated Other Operation and Maintenance Expense increased by approximately $18.1 million, or 18.6 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to increases in steam generation expenses, transmission expenses and customer expenses.

    Depreciation and Amortization Expense increased by approximately $2.7 million, or 4.9 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to increased capital additions to utility plant.

    Interest expense increased by approximately $1.4 million, or 3.5 percent, for the first nine months of 2000, compared with the first nine months of 1999, primarily due to the increase in short-term debt associated with the tender offer/defeasance of SPS's First Mortgage bonds.

37



Part II. OTHER INFORMATION
Item 1. Legal Proceedings

    In the normal course of business, various lawsuits and claims have arisen against the Utility Subsidiaries of Xcel Energy. Management, after consultation with legal counsel, has recorded an estimate of the probable cost of settlement or other disposition for such matters. See Notes 4 and 5 of the Financial Statements in this Form 10-Q for further discussion of legal proceedings, including Regulatory Matters and Commitments and Contingent Liabilities, which are hereby incorporated by reference. Reference also is made to Item 3 of NSP-Wisconsin's, PSCo's and SPS's 1999 Form 10-K, to Item 8 of NSP-Minnesota's Form 10, and to Part II, Item 1 of NSP- Wisconsin's, PSCo's and SPS's Form 10-Q's for the quarters ended March 31, 2000 and June 30, 2000 for a description of certain legal proceedings presently pending. There are no new significant cases to report against Xcel Energy or its subsidiaries and there have been no notable changes in the previously reported proceedings, except as set forth below.

NSP—Minnesota

    On Dec. 11, 1998, a gas explosion in St. Cloud, Minn., killed four people, including two NSP-Minnesota employees, injured approximately 14 people and damaged several buildings. The accident occurred as a crew from Cable Constructors Inc. (CCI) was installing fiber optic cable for Seren, a subsidiary of Xcel Energy. Seren, CCI and Sirti, an architecture/engineering firm retained by Seren, are named as defendants in 10 lawsuits relating to the explosion. NSP-Minnesota is a defendant in eight of the lawsuits. NSP-Minnesota and Seren deny any liability for this accident. On July 11, 2000, the National Transportation Safety Board issued a report, which determined that CCI's inadequate installation procedures and delay in reporting the gas hit were the proximate cause of the accident. NSP-Minnesota has a self-insured retention deductible of $2 million with general liability coverage limits of $185 million. Seren's primary insurance coverage is $1 million and its secondary insurance coverage is $185 million. The ultimate cost to NSP-Minnesota and Seren, if any, is presently unknown.

    In April 1997, a fire damaged several buildings in downtown Grand Forks, N.D., during a flood in the city. On July 23, 1998, the St. Paul Mercury Insurance Co. commenced a lawsuit against NSP-Minnesota for damages in excess of $15 million. The suit was filed in the District Court in Grand Forks County in North Dakota. The insurance company alleges the fire was electrical in origin and that NSP-Minnesota was legally responsible for the fire because it failed to shut off electrical power to downtown Grand Forks during the flood and prior to the fire. Seven additional lawsuits were filed against NSP-Minnesota by insurance companies that insured businesses damaged by the fire. One additional lawsuit filed by the First National Bank of Grand Forks is venued in Federal Court. The total of damages being sought by all these lawsuits is in excess of $30 million. NSP-Minnesota denied any liability, asserting that it was not legally responsible for this unforeseeable event. Trial concerning the state court lawsuits commenced on Aug. 1, 2000, and concluded on Sept. 7, 2000. On Sept. 8, 2000, after deliberating for only one hour, a jury returned a defense verdict in favor of NSP-Minnesota. It is unknown whether the plaintiffs will appeal. NSP-Minnesota has a self-insured retention deductible of $2 million, with general liability insurance coverage limits of $150 million. The ultimate cost to Xcel Energy and NSP-Minnesota, if any, is unknown at this time.

NSP-Wisconsin

    On Sept. 25, 2000, NSP-Wisconsin was served with a complaint on behalf of Claron and Janice Stubrud. The complaint alleged that stray voltage from NSP-Wisconsin's system harmed their dairy herd resulting, in lost milk production, lost profits and income, property damage and injury to their dairy herd. The complaint also alleges that NSP-Wisconsin acted willfully and wantonly, entitling them to treble damages. The amount of their alleged damages is unknown.

38



Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The following Exhibits are filed with this report:



   
15(a)   Letter from Arthur Andersen LLP regarding unaudited interim information for PSCo.
15(b)   Letter from Arthur Andersen LLP regarding unaudited interim information for SPS.
27.01   Financial Data Schedule for NSP-Minnesota for the nine months ended Sept. 30, 2000.
27.02   Financial Data Schedule for NSP-Wisconsin for the nine months ended Sept. 30, 2000.
27.03   Financial Data Schedule for PSCo for the nine months ended Sept. 30, 2000.
27.04   Financial Data Schedule for SPS for the nine months ended Sept. 30, 2000.
99.01   Statement pursuant to Private Securities Litigation Reform Act of 1995.

(b) Reports on Form 8-K

    The following reports on Form 8-K were filed either during the three months ended Sept. 30, 2000, or between Sept. 30, 2000, and the date of this report:

NSP-Wisconsin

    Aug. 18, 2000 (filed Aug. 23, 2000)—Item 4 and 7. Change in Registrant's Certifying Accountants and Exhibits. Re: Disclosure of NSP-Wisconsin's removing PricewaterhouseCoopers LLP as its principal auditors.

    Aug. 28, 2000 (filed Aug. 31, 2000)—Item 4. Change in Registrant's Certifying Accountants and Exhibits. Re: Disclosure of NSP-Wisconsin's appointed Arthur Andersen LLP as its principal auditors.

    Sept. 28, 2000 (filed Sept. 28, 2000)—Item 5 and 7. Other and Exhibits. Re: Disclosure of NSP-Wisconsin's Underwriting Agreement and Prospectus Supplement relating to $80 million of 7.64 percent Senior Notes, Series due 2008.

SPS

    July 24, 2000 (filed July 24, 2000)—Item 5 and 7. Other and Exhibits. Re: Disclosure of SPS's announcement of the commencement of a tender offer for its First Mortgage bonds.

39


NORTHERN STATES POWER COMPANY (A MINNESOTA CORPORATION) SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 6, 2001.

    Northern States Power Company
(a Minnesota corporation)

(Registrant)

 

 

/s/ 
DAVID E. RIPKA   
David E. Ripka
Vice President and Controller

 

 

/s/ 
EDWARD J. MCINTYRE   
Edward J. McIntyre
Vice President and Chief Financial Officer

NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 6, 2001.

    Northern States Power Company
(a Wisconsin corporation)

(Registrant)

 

 

/s/ 
DAVID E. RIPKA   
David E. Ripka
Vice President and Controller

 

 

/s/ 
EDWARD J. MCINTYRE   
Edward J. McIntyre
Vice President and Chief Financial Officer

40


PUBLIC SERVICE COMPANY OF COLORADO SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 6, 2001.

    Public Service Company of Colorado
(Registrant)

 

 

/s/ 
DAVID E. RIPKA   
David E. Ripka
Vice President and Controller

 

 

/s/ 
EDWARD J. MCINTYRE   
Edward J. McIntyre
Vice President and Chief Financial Officer

SOUTHWESTERN PUBLIC SERVICE COMPANY

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 6, 2001.


 

 

Southwestern Public Service Company

(Registrant)

 

 

/s/ 
GARY L. GIBSON   
Gary L. Gibson
President and Chairman

 

 

/s/ 
DAVID HUDSON   
David Hudson
Secretary & Treasurer

41




QuickLinks

Table of Contents
NSP-MINNESOTA CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Thousands of Dollars)
NSP-MINNESOTA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
NSP-MINNESOTA CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars)
NSP-WISCONSIN CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Thousands of Dollars)
NSP-WISCONSIN CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
NSP-WISCONSIN CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars)
PUBLIC SERVICE COMPANY OF COLORADO CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Thousands of Dollars)
PUBLIC SERVICE COMPANY OF COLORADO CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
PUBLIC SERVICE COMPANY OF COLORADO CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars)
SOUTHWESTERN PUBLIC SERVICE COMPANY STATEMENTS OF INCOME (UNAUDITED) (Thousands of Dollars)
SOUTHWESTERN PUBLIC SERVICE COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
SOUTHWESTERN PUBLIC SERVICE COMPANY BALANCE SHEETS (UNAUDITED) (Thousands of Dollars)
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS
Part II. OTHER INFORMATION Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
EX-15.A 2 a2044431zex-15_a.htm EXHIBIT 15(A) Prepared by MERRILL CORPORATION www.edgaradvantage.com

Exhibit 15 (a)

November 10, 2000

Public Service Company of Colorado:

    We are aware that Public Service Company of Colorado has incorporated by reference in its Registration Statement (Form S-3, File No. 33-37431) as amended on December 4, 1990, pertaining to the shelf registration of Public Service Company of Colorado's First Mortgage Bonds; its Registration Statement (Form S-3, File No. 33-51167) pertaining to the shelf registration of Public Service Company of Colorado's First Collateral Trust Bonds; its Registration Statement (Form S-3, File No. 33-54877) pertaining to the shelf registration of Public Service Company of Colorado's First Collateral Trust Bonds and Cumulative Preferred Stock and its Registration Statement (Form S-3, File No. 333-81791) pertaining to the shelf registration of Public Service Company of Colorado's Senior Debt Securities, its Form 10-Q for the quarter ended September 30, 2000, which includes our report dated November 10, 2000, covering the unaudited consolidated condensed financial statements contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the registration statement prepared or certified by our Firm or a report prepared or certified by our Firm within the meaning of Sections 7 and 11 of the Act.

                        Very truly yours,

                        ARTHUR ANDERSEN LLP



EX-15.B 3 a2044431zex-15_b.htm EXHIBIT 15(B) Prepared by MERRILL CORPORATION www.edgaradvantage.com

Exhibit 15 (b)

November 10, 2000

Southwestern Public Service Company:

    We are aware that Southwestern Public Service Company has incorporated by reference in its Registration Statement (Form S-3, File No. 333-05199) pertaining to Southwestern Public Service Company's Preferred Stock and Debt Securities, its Form 10-Q for the quarter ended September 30, 2000, which includes our report dated August 4, 2000, covering the unaudited condensed financial statements contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the registration statement prepared or certified by our Firm or a report prepared or certified by our Firm within the meaning of Sections 7 and 11 of the Act.

                        Very truly yours,

                        ARTHUR ANDERSEN LLP



EX-99.01 4 a2044431zex-99_01.htm EXHIBIT 99.01 Prepared by MERRILL CORPORATION www.edgaradvantage.com
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Exhibit 99.01

Utility Subsidiaries of Xcel Energy Cautionary Factors

    The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage such disclosures without the threat of litigation, providing those statements are identified as forward-looking and are accompanied by meaningful, cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements have been and will be made in written documents and oral presentations of the Utility Subsidiaries of Xcel Energy. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in the Utility Subsidiaries of Xcel Energy's documents or oral presentations, the words "anticipate", "estimate", "expect", "objective", "outlook", "possible", "potential" and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the Utility Subsidiaries of Xcel Energy's actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

    Economic conditions, including inflation rates and monetary fluctuations;

    Trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where the Utility Subsidiaries of Xcel Energy have a financial interest;

    Customer business conditions, including demand for their products or services and supply of labor and materials used in creating their products and services;

    Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the SEC, the Federal Energy Regulatory Commission and similar entities with regulatory oversight;

    Availability or cost of capital such as changes in: interest rates; market perceptions of the utility industry, Xcel Energy or any of its subsidiaries; or security ratings;

    Factors affecting utility and nonutility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel, nuclear fuel or gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; nuclear or environmental incidents; or electric transmission or gas pipeline constraints;

    Employee workforce factors, including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages;

    Increased competition in the utility industry, including: industry restructuring initiatives; transmission system operation and/or administration initiatives; recovery of investments made under traditional regulation; nature of competitors entering the industry; retail wheeling; a new pricing structure; and former customers entering the generation market;

    Rate-setting policies or procedures of regulatory entities, including environmental externalities, which are values established by regulators assigning environmental costs to each method of electricity generation when evaluating generation resource options;

    Nuclear regulatory policies and procedures, including operating regulations and spent nuclear fuel storage;

    Social attitudes regarding the utility and power industries;

    Cost and other effects of legal and administrative proceedings, settlements, investigations and claims;

    Technological developments that result in competitive disadvantages and create the potential for impairment of existing assets;

    Factors associated with nonregulated investments, including conditions of final legal closing, foreign government actions, foreign economic and currency risks, political instability in foreign countries, partnership actions, competition, operating risks, dependence on certain suppliers and customers, domestic and foreign environmental and energy regulations; and

    Other business or investment considerations that may be disclosed from time to time in the Utility Subsidiaries of Xcel Energy's SEC filings or in other publicly disseminated written documents.

    The Utility Subsidiaries of Xcel Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Act should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Utility Subsidiaries of Xcel Energy prior to the effective date of the act.




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Utility Subsidiaries of Xcel Energy Cautionary Factors
EX-27.1 5 a2044431zex-27_1.txt EXHIBIT 27.1
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS OF INCOME AND RETAINED EARNINGS, BALANCE SHEETS AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 0001123852 NORTHERN STATES POWER COMPANY (A MINNESOTA CORPORATION) 9-MOS DEC-31-1999 SEP-30-2000 PER-BOOK 3,623,133 585,476 654,299 137,211 220,443 5,220,562 18 125,543 965,186 1,064,133 200,000 0 1,210,142 576,190 0 0 248,174 0 0 0 2,226,608 5,220,562 2,107,930 66,590 1,853,006 1,853,006 254,924 (763) 187,571 105,300 82,271 0 82,271 222,376 93,487 399,297 0 0
EX-27.2 6 a2044431zex-27_2.txt EXHIBIT 27.2
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS OF INCOME AND RETAINED EARNINGS, BALANCE SHEETS AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 0000072909 NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) 9-MOS DEC-31-1999 SEP-30-2000 PER-BOOK 790,889 9,019 73,300 21,781 36,838 931,827 93,300 33,418 258,644 385,362 0 0 232,016 77,200 0 0 0 0 0 0 237,249 931,827 379,658 14,332 333,664 333,664 45,994 1,054 32,716 14,077 18,639 0 18,639 20,254 14,077 65,178 0 0
EX-27.3 7 a2044431zex-27_3.txt EXHIBIT 27.3
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS OF INCOME AND RETAINED EARNINGS, BALANCE SHEETS AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 0000081018 PUBLIC SERVICE COMPANY OF COLORADO 9-MOS DEC-31-1999 SEP-30-2000 PER-BOOK 4,450,158 11,229 735,859 67,476 340,323 5,605,045 0 1,414,835 347,364 1,762,199 194,000 0 1,558,799 0 0 310,175 169,742 0 52,509 2,271 1,555,350 5,605,045 1,979,647 76,925 1,646,958 1,646,958 332,689 4,563 260,327 122,801 137,526 0 137,526 136,212 111,401 379,555 0 0
EX-27.4 8 a2044431zex-27_4.txt EXHIBIT 27.4
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS OF INCOME AND RETAINED EARNINGS, BALANCE SHEETS AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 0000092521 SOUTHWESTERN PUBLIC SERVICE COMPANY 9-MOS DEC-31-1999 SEP-30-2000 PER-BOOK 1,787,246 12,262 288,443 22,938 254,365 2,365,254 0 353,099 423,381 776,480 100,000 0 226,502 0 0 654,768 0 0 0 0 607,504 2,365,254 792,404 49,290 625,340 625,340 167,064 (10,722) 107,052 47,219 59,833 0 59,833 44,736 41,331 50,611 0 0
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