NORTHERN STATES POWER CO
10-12G/A, EX-99.01, 2000-12-07
ELECTRIC & OTHER SERVICES COMBINED
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Exhibit 99.01
Supplemental Nine Months Ended Financial Statements
NSP-MINNESOTA'S MANAGEMENT'S DISCUSSION AND ANALYSIS

    Discussion of financial condition and liquidity for NSP-Minnesota 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 NSP-Minnesota 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:


RESULTS OF OPERATIONS—FIRST NINE MONTHS
OF 2000 VS FIRST NINE MONTHS OF 1999

    The following discussion is based on the financial condition and operations of NSP-Minnesota as if the Xcel Energy merger and the transfer of utility assets had occurred as of January 1 of the earliest period presented.

    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


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 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   $ 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.


Northern States Power Company, Minnesota (Consolidated)

a Subsidiary of Xcel Energy Inc.

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   $ 696,290   $ 723,268   $ 1,807,919   $ 1,776,444
  Gas utility     64,741     43,976     300,011     241,781
   
 
 
 
    Total revenue     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.


Northern States Power Company, Minnesota (Consolidated)

a Subsidiary of Xcel Energy Inc.

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.


Northern States Power Company, Minnesota (Consolidated)

a Subsidiary of Xcel Energy Inc.

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.


Northern States Power Company, Minnesota (Consolidated)

a Subsidiary of Xcel Energy Inc.

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 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 NSP-Minnesota 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 annual financial statements included in Item 13 of this Form 10. The following notes should be read in conjunction with such policies and other disclosures in Note 1 of this Form 10.

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.

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 NSP-Minnesota's share 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, 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, including NSP-Minnesota.


3. Business Developments

    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.

4. Regulation and Rate Matters

    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 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—In 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.

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.

    NSP-Minnesota has been or is currently involved with the cleanup of contamination from certain hazardous substances at several sites. In many situations, NSP-Minnesota is pursuing or intends to pursue insurance claims and believes it will recover some portion of these costs through such claims. Additionally, where applicable, NSP-Minnesota is pursuing, or intends 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, NSP-Minnesota would be required to recognize an expense for such unrecoverable amounts.

    The circumstances set forth in Notes 12 and 13 to the annual financial statements included in Item 13 of this Form 10 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.

6. Short-Term Borrowings and Financing Activities

    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.


7. Segment Information

    NSP-Minnesota has two reportable segments Electric Utility and Gas Utility. All figures are in thousands of dollars.

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

NSP-Minnesota

Three Months Ended:
Sept. 30, 2000

  Electric
Utility

  Gas
Utility

  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

  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  


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Exhibit 99.01 Supplemental Nine Months Ended Financial Statements NSP-MINNESOTA'S MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS—FIRST NINE MONTHS OF 2000 VS FIRST NINE MONTHS OF 1999
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Thousands of Dollars)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Thousands of Dollars)


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