SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    August 18, 2000

Xcel Energy Inc.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation)

Registrant's telephone number, including area code    612-330-5500

Northern States Power Company
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

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GLOSSARY OF TERMS

The abbreviations or acronyms used in the text and notes are defined below:

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Item 2.  Acquisition or Disposition of Assets

    On August 18, 2000, following receipt of all required regulatory approvals, NSP and NCE merged and formed Xcel Energy Inc. Each share of NCE common stock was exchanged for 1.55 shares of Xcel Energy common stock and NSP shares became Xcel Energy shares on a one-for-one basis. Cash was paid in lieu of any fractional shares of Xcel Energy common stock.

    The merger was structured as a tax-free, stock-for-stock exchange for stockholders of both companies (except for fractional shares), and accounted for as a pooling of interests. At the time of the merger, Xcel Energy was registered as a holding company under the Public Utility Holding Company Act of 1935.

    A copy of the news release with respect to the NCE/NSP merger is attached as an exhibit to this report.

Item 7.  Financial Statements and Exhibits

    The following documents, previously filed with the SEC are incorporated by reference:

(c)  EXHIBITS

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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 hereunto duly authorized.

August 21, 2000

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Exhibit 4.01

RESTATED ARTICLES OF INCORPORATION
OF
XCEL ENERGY INC.
(a Minnesota Corporation)

    These Restated Articles of Incorporation of Xcel Energy, Inc. (formerly known as Northern States Power Company), a corporation incorporated under Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Law, supersede and take the place of the existing Restated Articles of Incorporation and all prior amendments thereto.

ARTICLE I. NAME AND ADDRESS

    The name of this corporation shall be Xcel Energy Inc. At the time of the adoption of these Articles, the address of the registered office of the Corporation is 414 Nicollet Mall, Minneapolis, Minnesota 55401.

ARTICLE II. PURPOSE

    The corporation is organized for general business purposes, including but not limited to acquiring, maintaining and operating facilities by or through which the corporation can provide communication, transportation, water, light, heat, or power to the public and to acquire and hold rights and franchises for the occupation and use of property for providing public utility services.

ARTICLE III. DURATION

    The period of duration of this Corporation shall be perpetual.

ARTICLE IV. DIRECTORS

1.  Names of Directors

    The names and places of residence of directors of the Corporation at the time of the adoption of these Restated Articles (this reference to "these Restated Articles" refers to the Restated Articles filed on June 23, 1980(1)):

(1)

A listing of directors as of the date these Restated Articles of Incorporation are being filed is no longer required by applicable law. The information in Article IV, Section 1 is restated here as current law requires a complete restatement of the articles of incorporation without amendment.

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2.  Board of Directors

    The management of this Corporation shall be vested in a Board of Directors composed of not less than three (3) and not more than seventeen (17) members, who shall be elected by the stockholders of the Corporation in the manner provided by the Bylaws. It shall not be necessary that directors be stockholders in the Corporation. The number of directors shall be fixed from time to time by the Bylaws, and such number may be increased or decreased within the above limits in such manner as may be provided by the Bylaws. Vacancies in the Board caused by an increase in the number of directors or by death, resignation, disqualification, or other cause, may be filled by the remaining directors or by the stockholders at an annual or special meeting, as may be provided by the Bylaws.

ARTICLE V. DESCRIPTION OF CAPITAL STOCK

    The authorized number of shares that may be issued by the Corporation and that the Corporation will henceforth be authorized to have is one billion seven million (1,007,000,000) of the par value per share hereinafter set forth.

    A description of the classes of shares and a statement of the number of shares in each class and the relative rights, voting power, and preferences granted to and restrictions imposed upon the shares of each class are as follows:

1.  Authorized Number and Classes of Shares

    Such shares shall be divided into two classes to be designated, respectively, Preferred Stock and Common Stock. The total authorized number of shares of Preferred Stock is seven million (7,000,000) having a par value of one hundred dollars ($100.00) per share, and the total authorized number of shares of Common Stock is one billion (1,000,000,000) having a par value of two dollars and fifty cents ($2.50) per share.

2.  Issuance and Terms of Preferred Stock

    The Preferred Stock may be issued in series, each of which series shall have such distinctive designation as may be fixed by the Board of Directors prior to the issuance or allotment of any share of such series, provided that such designation shall in each case include the words "Preferred Stock." The Board of Directors is hereby authorized, within the limitations and restrictions hereinafter stated, to fix from time to time, in respect of shares of Preferred Stock at the time unallotted, the dividend rates and times of payment, the redemption price, and liquidation price or preference as to assets in voluntary liquidation of the shares of any series of Preferred Stock (except the series designated "Cumulative Preferred Stock, $3.60 Series," in respect of which such provisions are hereinafter set forth) and the number of shares constituting any series of Preferred Stock.

3.  Preferences of Preferred Stock

a.  Dividends

    The holders of shares of Preferred Stock, irrespective of the series thereof, shall be entitled to receive in preference to the Common Stock, when and as declared by the Board of Directors of the Corporation, out of its net earnings or surplus, cumulative dividends at such rate as shall have been fixed for the series of which such shares are a part, and no more, payable to shareholders of record on such dates and for such dividend periods as shall be fixed by the Board of Directors of the Corporation. So long as dividends are in default in whole or in part on a series of Preferred Stock for any prior dividend period for such series of Preferred Stock, any dividends on the Preferred Stock shall be divided among the outstanding series of Preferred Stock for which dividends are accumulated and unpaid for any prior dividend period applicable thereto in

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proportion to the aggregate amounts that then would be distributable to the holders of Preferred Stock of each such series if all dividends accumulated thereon and unpaid for all prior dividend periods applicable thereto were paid and declared thereon. Dividends on each share of Preferred Stock shall begin to accrue on the first day of the dividend period during which the original issue of a certificate for such share shall occur; provided, however, that, in the case of any series of Preferred Stock created after May 6, 1970, the Board of Directors, in its discretion, may fix the date of original issue of the shares of such series as the date from which dividends shall accrue.

b.  Liquidation and Dissolution

    In the event of any distribution of assets of the Corporation other than by dividends from net earnings or surplus, whether upon voluntary liquidation or dissolution or upon involuntary liquidation or dissolution of the Corporation, the holders of the shares of Preferred Stock shall be entitled, in preference to the Common Stock, to one hundred dollars ($100) per share in the case of involuntary liquidation or dissolution and to such amount per share in the case of voluntary liquidation or dissolution (which may differ from that payable in involuntary liquidation or dissolution) as shall have been fixed by the Board of Directors for the shares of the series of which they are a part, plus in each case an amount equal to all dividends accumulated and unpaid thereon, and no more. The consolidation or merger of this Corporation with or into any other corporation or corporations shall not be deemed to be a distribution of assets or liquidation or dissolution of the Corporation within the meaning of any provisions hereof.

    If upon any such distribution of assets of the Corporation the assets distributable among the holders of the Preferred Stock of all series shall be insufficient to pay in full the amounts to which the holders of Preferred Stock of all series are entitled under the foregoing provisions, the amount distributable to the holders of all shares of Preferred Stock of all series shall be apportioned among them ratably in proportion to the amounts to which they are, respectively, entitled in accordance with such foregoing provisions.

c.  Dividend Arrearages

    Dividends may be paid upon the Common Stock only when dividends have been paid, or declared and set apart for payment in full, on the Preferred Stock of all series from the date on which dividends thereon began to accrue to the beginning of the current dividend periods, but whenever all such dividends have been paid, or declared and funds set apart for the payment thereof in full, upon the Preferred Stock of all series then dividends upon the Common Stock may be declared, payable then or thereafter out of any net earnings or surplus then remaining. The holders of Preferred Stock shall not be entitled to receive any amounts upon any distribution of the assets of the Corporation other than by dividends from net earnings or surplus in excess of the amount to which they are, respectively, entitled in accordance with the foregoing provisions hereof, but after the payment of such amounts in accordance with the provisions hereinabove set forth, the holders of Common Stock, subject to the rights of holders of stock of any other class hereafter authorized, shall receive all further amounts in distribution of such assets of the Corporation.

4.  Redemption of Preferred Stock

    The Corporation, at its option, may at any time and from time to time redeem the whole or any part of the Preferred Stock of any series or all series, upon at least thirty days' previous notice by mail or publication given to the holders of record of the shares to be redeemed or upon such other period and form of notice as shall be fixed by the Board of Directors in the resolution establishing such series, by paying for each share to be redeemed the redemption price which shall have been fixed, as herein provided, for the shares of the series of which it is a part plus in each case an amount equal to the

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dividends upon such shares so to be redeemed at the rate or rates fixed with respect to such shares from the date or dates on which dividends on such shares began to accrue to the date fixed for the redemption thereof less the amount of dividends theretofore paid thereon, such payment to be made only on presentation and surrender for cancellation of the certificate or certificates representing the share or shares so called for redemption properly endorsed or assigned by the owner of record thereof. If less than all the outstanding shares of the Preferred Stock are to be redeemed, the shares to be redeemed shall be determined by the Board of Directors of the Corporation, either by lot, or by redemption pro rata, as the Board of Directors see fit. If the notice of redemption hereinabove provided for shall have been given as hereinabove provided and if on or before the redemption date specified in such notice funds necessary for the redemption of the share or shares to be redeemed shall have been set apart, as a trust fund, so as to be available therefor, then notwithstanding that any certificate for the shares of Preferred Stock so to be redeemed shall not have been surrendered for cancellation, the shares represented thereby from and after the date of redemption so specified shall no longer be deemed outstanding and the right to receive dividends thereon shall cease to accrue and all rights of the holders of the shares to be redeemed as shareholders of the Corporation, except the right to receive the redemption price without interest upon endorsement and surrender of the certificates for said shares so redeemed, shall cease and terminate.

5.  Voting Rights

a.  Number of Votes

    The holders of the Preferred Stock (other than Preferred Stock of the series designated "Cumulative Preferred Stock, $3.60 Series") shall be entitled to one vote for each share thereof held by them, the holders of Preferred Stock heretofore or hereafter issued of the series designated "Cumulative Preferred Stock, $3.60 Series" shall be entitled to three votes for each share thereof held by them, and the holders of the Common Stock shall be entitled to one vote for each share thereof held by them; provided, however, that:

     (i) If and when dividends payable on the Preferred Stock of any series at the time outstanding are in default in an amount equivalent to the amount payable thereon during the immediately preceding twelve month period, and until such default shall have been remedied as hereinafter provided, the preferred shareholders, voting as a class and without regard to series, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the common shareholders, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation. Upon accrual of such special right of the Preferred Stock, a meeting of the preferred and the common shareholders for the election of directors shall be held upon notice promptly given as provided in the Bylaws for a special meeting by the President or the Secretary of the Corporation. If within fifteen days after the accrual of such special right of the Preferred Stock the President and the Secretary of the Corporation shall fail to call such meeting, then such meeting shall be held upon notice, as provided in the Bylaws for a special meeting, given by the holders of not less than 1,000 shares of the Preferred Stock after filing with the Corporation of notice of their intention to do so. The terms of office of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the preferred shareholders, whether or not the common shareholders shall at the time of such termination have elected the remaining directors of the Corporation; thereafter during the continuance of such special right of the Preferred Stock to elect a majority of the Board of Directors, the holders of such stock, voting as a class, shall be entitled to elect a majority of the Board of Directors and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the corporation; and all directors so elected, whether at such special meeting or any adjournment thereof, or at any subsequent

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annual meeting for the election of directors, held during the continuance of such special right, shall hold office until the next succeeding annual election and until their respective successors, elected by the preferred shareholders, voting as a class, and the common shareholders, voting as a class, are elected and qualified, unless their terms of office shall be sooner terminated as hereinafter provided. However, if and when all dividends then in default on the Preferred Stock shall thereafter be paid (and such dividends shall be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the Preferred Stock shall thereupon be divested of such special right herein provided for to elect a majority of the Board of Directors, but subject always to the same provisions for the vesting of such special right in such stock in the case of any similar future default or defaults, and the election of directors by the preferred and common shareholders, voting without regard to class, shall take place at the next succeeding annual meeting for the election of directors, or at any adjournment thereof. The terms of office of all persons who may be directors of the Corporation at the time of such divestment shall terminate upon the election of the directors at such annual meeting or adjournment thereof.

b.  First Meeting for Election of Directors

    At the first meeting for the election of directors after any accrual of the special right of the preferred shareholders to elect a majority of the Board of Directors, as provided above, and at any subsequent annual meeting for the election of directors held during the continuance of such special right, the presence in person or by proxy of the holders of record of a majority of the outstanding shares of Preferred Stock without regard to series, shall be necessary to constitute a quorum for the election of the directors whom the preferred shareholders are entitled to elect, and the presence in person or by proxy of the holders of record of a majority of the outstanding shares of Common Stock shall be necessary to constitute a quorum for the election of the directors whom the common shareholders are entitled to elect. If at any such meeting there shall not be such a quorum of the preferred shareholders, the meeting shall be adjourned from time to time without notice other than announcement at the meeting until such quorum shall have been obtained; provided that, if such quorum shall not have been obtained within ninety (90) days from the date of such meeting as originally called (or, in the case of any annual meeting held during the continuance of such special right, from the date fixed for such annual meetings, the presence in person or by proxy of the holders of record of one-third of the outstanding shares of the Preferred Stock, without regard to series, shall then be sufficient to constitute a quorum for the election of the directors whom such shareholders are then entitled to elect. The absence of a quorum of the preferred shareholders as a class or of the common shareholders as a class shall not, except as hereinafter provided for, prevent or invalidate the election by the other class of shareholders of the directors whom they are entitled to elect, if the necessary quorum of shareholders of such other class is present in person or represented by proxy at any such meeting or any adjournment thereof. However, at the first meeting for the election of directors after any accrual of the special right of the preferred shareholders to elect a majority of the Board of Directors, the absence of a quorum of the preferred shareholders shall prevent the election of directors by the common shareholders, until a quorum of the preferred shareholders shall be obtained.

c.  Cumulative Voting

    The holders of shares of stock of any class entitled to vote at a meeting for the election of directors shall have the right to cumulate their votes at such election in the manner provided by the Minnesota Business Corporation Act.

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6.  Special Voting Rights of Preferred Stock

a.  Act Requiring Majority Vote of Preferred Stock

    So long as any of the Preferred Stock is outstanding, the Corporation shall not, without the consent (given in writing or by vote at a meeting duly called for the purpose in accordance with the provisions of the Bylaws) of the holders of a majority of the total number of shares of such stock, without regard to series, present or represented by proxy at such meeting, at which meeting a quorum as hereinafter provided shall be present or represented by proxy, merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation, or the issuance of assumption of all securities to be issued or assumed in connection with any such merger or consolidation, shall have been ordered, approved, or permitted by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any successor commission or regulatory authority of the United States of America having jurisdiction in the premises; provided that the provisions of this Section 6(a) shall not apply to a purchase or other acquisition by the Corporation of the franchises or other assets of another corporation, or otherwise apply in any matter which does not involve a merger or consolidation.

b.  Quorum of Preferred Stockholders

    For the purpose of this Section 6, the presence in person or by proxy of the holders of record of a majority of the outstanding shares of Preferred Stock, without regard to series, shall be necessary to constitute a quorum; provided, that if such quorum shall not have been obtained at such meeting or at any adjournment thereof within thirty (30) days from the date of such meeting as originally called, the presence in person or by proxy of the holders of record of one-third (1/3) of the outstanding shares of such stock, without regard to series, shall then be sufficient to constitute a quorum; and provided further that in the absence of a quorum, such meeting or any adjournment thereof may be adjourned from time to time by the officer or officers of the Corporation who shall have called the meeting (but at intervals of not less than seven days unless all shareholders present or represented by proxy shall agree to a shorter interval) without notice other than announcement at the meeting until a quorum as above provided shall be obtained.

c.  Acts which Include Redemption of Preferred Stock

    No vote or consent of the holders of any series of the Preferred Stock shall be required, however, if, at or prior to the issue of any such securities representing unsecured indebtedness, or such consolidation, merger, or sale, provision is made for the redemption or other retirement of all shares of such series then outstanding.

d.  Additional to Other Voting Requirements

    The provisions set forth in this Section 6 are in addition to any other vote required by any provision of the Articles of Incorporation of the Corporation, as amended, or applicable statute, and shall be so construed.

7.  Increase in Amount of Preferred Stock

    So long as any of the Preferred Stock is outstanding, the Corporation shall not, without the consent (given by vote at a meeting duly called for the purpose in accordance with the provisions of the Bylaws) of the holders of a majority of the total number of shares of such stock then outstanding, without regard to class or series, present or represented by proxy at such meeting, increase the total authorized amount of Preferred Stock (other than as authorized by this Article V) or authorize any

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other preferred stock ranking on a parity with the Preferred Stock as to assets or dividends (other than through the reclassification of then authorized but unissued shares of Preferred Stock into shares of such other preferred stock).

8.  Issuance of Stock Preferred over Preferred Stock

    So long as any of the Preferred Stock is outstanding, the Corporation shall not, without the consent (given by vote at a meeting duly called for the purpose in accordance with the provisions of the Bylaws) of the holders of at least sixty-six and two-thirds per cent (66²/3%) of the total number of shares of Preferred Stock, without regard to series, then outstanding, present or represented by proxy at such meeting, authorize any class of stock which shall be preferred as to assets or dividends over the Preferred Stock; or, without the consent of the holders of at least sixty-six and two-thirds per cent (66²/3%) of the total number of shares of Preferred Stock then outstanding, given as above provided in this Section 8, amend the Articles of Incorporation to change the express terms and provisions of the Preferred Stock in any manner substantially prejudicial to the holders thereof.

9.  Effecting and Validating Additional Stock or Securities Convertible into Stock

    So long as any shares of Preferred Stock are outstanding, the consent of the holders of at least two-thirds (2/3) of the Preferred Stock at the time outstanding, voting as a class and without regard to series, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating the issue of any additional shares of Preferred Stock (other than and not exceeding 275,000 shares of the Cumulative Preferred Stock, $3.60 Series), or any shares of stock, or of any security convertible into stock, of any class ranking on a parity with the Preferred Stock, unless

     (i) the net income of the Corporation (determined as hereinafter provided) for any twelve consecutive calendar months within the fifteen calendar months immediately preceding the month within which the issuance of such additional shares is authorized by the Board of Directors of the Corporation shall have been in the aggregate not less than one and one half times the sum of the interest requirements for one year on all of the indebtedness of the Corporation to be outstanding at the date of such proposed issue and the full dividend requirements for one year on all shares of Preferred Stock, and all other stock, if any, ranking prior to or on a parity with the Preferred Stock, to be outstanding at the date of such proposed issue, including the shares then proposed to be issued but excluding any such indebtedness and any such shares proposed to be retired in connection with such proposed issue. For purposes of calculating the dividend requirements for one year applicable to any series of Preferred Stock proposed to be issued which will have dividends determined according to an adjustable, floating or variable rate, the dividend rate used shall be the higher of (A) the dividend rate applicable to such series of Preferred Stock on the date of such calculation, or (B) the average dividend rate payable on all series of Preferred Stock outstanding during the twelve month period immediately preceding the date of such calculation. For purposes of calculating the dividend or interest requirements for one year applicable to any series of Preferred Stock or indebtedness outstanding at the date of such proposed issue and having dividends or interest determined according to an adjustable, floating or variable rate, the dividend or interest rate used shall be: (A) if such series of Preferred Stock or indebtedness has been outstanding for at least twelve months, the actual amount of dividends or interest paid on account of such series of Preferred Stock or indebtedness for the twelve month period immediately preceding the date of such calculation, or (B) if such series of Preferred Stock or indebtedness has been outstanding for less than twelve months, the higher of (1) the dividend or interest rate applicable to such series of Preferred Stock or indebtedness on the date of such calculation or (2) the average dividend or

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interest rate payable on all series of Preferred Stock or indebtedness outstanding during the twelve month period immediately preceding the date of such calculation. "Net income" for any period for the purpose of this Section 9 shall be computed by adding to the net income of the Corporation for said period, determined in accordance with generally accepted accounting practices, as adjusted by action of the Board of Directors of the Corporation as hereinafter provided, the amount deducted for interest before arriving at such net income (adjusted as above provided). In determining such net income for any period, there shall be deducted the provisions for depreciation and depletion as recorded on such books or the minimum amount required therefor under the provisions of any then existing trust indenture or supplements thereto of the Corporation, whichever is larger. In the determination of such net income, the Board of Directors of the Corporation may, in the exercise of due discretion, make adjustments by way of increase or decrease in such net income to give effect to changes therein resulting from any acquisition of properties or to any redemption, acquisition, purchase, sale, or exchange of securities by the Corporation either prior to the issuance of any shares of Preferred Stock, or stock, or securities convertible into stock, ranking on a parity therewith then to be issued or in connection therewith; and

    (ii) the aggregate of the capital of the Corporation applicable to all stock of any class ranking junior to the Preferred Stock, plus the surplus of the Corporation, shall be not less than the aggregate amount payable upon involuntary liquidation, dissolution, or winding up of the affairs of the Corporation to the holders of all shares of Preferred Stock and of any shares of stock of any class ranking on a parity therewith to be outstanding immediately after such proposed issue, excluding from such computation all indebtedness and stock to be retired through such proposed issue. No portion of the surplus of the Corporation utilized to satisfy the foregoing requirements shall be available for dividends (other than dividends payable in stock of any class ranking junior to the Preferred Stock) or other distributions upon or in respect of shares of stock of the Corporation of any class ranking junior to the Preferred Stock for the purchase of shares of such junior stock until such number of additional shares of Preferred Stock or of stock, or securities convertible into stock, ranking on a parity with the Preferred Stock are retired or until and to the extent that the capital applicable to such junior stock shall have been increased.

10.  Dividends on Common Stock

    So long as any shares of the Preferred Stock are outstanding, the Corporation shall not pay any dividends on its Common Stock (other than dividends payable in Common Stock) or make any distribution on or purchase or otherwise acquire for value any of its Common Stock (each such payment, distribution, purchase and/or acquisition being herein referred to as a "Common Stock dividend"), except to the extent permitted by the following provisions of this Section 10:

    a.  No Common Stock dividend shall be declared or paid in an amount which, together with all other Common Stock dividends declared in the year ending on (and including) the date of the declaration of such Common Stock dividend, would in the aggregate exceed fifty per cent (50%) of the net income of the Corporation for the period consisting of the twelve consecutive calendar months ending on the last day of the second calendar month next preceding the declaration of such Common Stock dividend after deducting from such net income, dividends accruing on any preferred stock of the Corporation during such period, if at the end of such period the ratio (herein referred to as the "capitalization ratio") of the sum of (1) the capital represented by the Common Stock (including premiums on capital stock) and (2) the surplus accounts, of the Corporation, to the sum of (1) the total capital and (2) the surplus accounts, of the Corporation (after adjustment of the surplus accounts to reflect payment of such Common Stock dividend) would be less than twenty per cent (20%).

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    b.  If such capitalization ratio, determined as aforesaid shall be twenty per- cent (20%) or more, but less than twenty-five per cent (25%) no Common Stock dividend shall be declared or paid in an amount which, together with all other Common Stock dividends declared in the year ending on (and including) the date of the declaration of such Common Stock dividend, would in the aggregate exceed seventy-five per cent (75%) of the net income of the Corporation for the period consisting of the twelve consecutive calendar months ending on the last day of the second calendar month next preceding the declaration of such Common Stock dividend after deducting from such net income, dividends accruing on any preferred stock of the Corporation during such period; and

    c.  If such capitalization ratio, determined as aforesaid, shall be in excess of twenty-five per cent (25%), no Common Stock dividend shall be declared or paid which would reduce such capitalization ratio to less than twenty-five per cent (25%) except to the extent permitted by the next preceding paragraphs (a) and (b) hereof. For the purpose of this condition:

     (i) The total capital of the Corporation shall be deemed to consist of the aggregate of (1) the principal amount of all outstanding indebtedness of the Corporation maturing more than one year after the date of issue thereof and (2) the par value of or the stated capital applicable to all outstanding capital stock (including premiums on capital stock) of all classes of the Corporation. All indebtedness and capital stock owned by the Corporation shall be excluded in determining total capital. Surplus accounts shall be deemed to include all earned surplus, paid-in surplus, capital surplus, or any other surplus of the Corporation.

    (ii) Such surplus accounts upon which capitalization ratios are computed shall be adjusted to eliminate (1) the amount, if any, by which fifteen per cent (15%) of the gross operating revenues of the Corporation (calculated in the manner provided in the covenants relating to payment of Common Stock dividends embodied in the indentures and supplemental indentures securing the mortgage bonds of the Corporation) for the entire period from July 1, 1946, to the end of the second calendar month immediately preceding the date of the proposed payment of Common Stock dividends exceeds the total amount expended by the Corporation during such period for maintenance and repairs and the total provision made by the Corporation during such period for depreciation, all as shown by the books of the Corporation, and (2) any amounts on the books of the Corporation known or estimated, if not known, to represent the excess, if any, of recorded value over original cost of used and useful utility plant and other property, and any item set forth on the asset side of the balance sheet of the Corporation as a result of accounting convention, such as unamortized debt discount and expense, capital stock discount and expense, and the excess, if any, of the aggregate amount payable on involuntary dissolution, liquidation, or winding up of the Corporation upon all outstanding shares of preferred stock of all series over the aggregate stated or par value of such shares, unless any such amount or item, as the case may be, is being amortized or is being provided for by a reserve; and

    (iii) In computing net income of the Corporation applicable to the Common Stock of the Corporation for any particular twelve (12) months' period for the purpose of this condition, operating expenses, among other things, shall include the greater of (1) the provision for depreciation for such period as recorded on the books of the Corporation or (2) the amount by which fifteen per cent (15%) of the gross operating revenues of the Corporation for such period (calculated in the manner provided in the above mentioned covenants relating to payment of Common Stock dividends) exceeds the total amount expended by the Corporation during such periods for maintenance and repairs as shown by the books of the Corporation.

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11.  Acceptance of Shares

    In consideration of the issue by the Corporation, and the acceptance by the holders thereof, of shares of the capital stock of the Corporation, each and every present and future holder of shares of the Preferred Stock, the Common Stock and of any stock hereafter authorized of the Corporation shall be conclusively deemed, by acquiring or holding such shares, to have expressly consented to all and singular the terms and provisions of this Article V and to have agreed that the voting rights of such holder and the restrictions and qualifications thereof shall be as set forth in this Article.

12.  Outstanding Stock or Evidence of Indebtedness

    No share of stock or evidence of indebtedness shall be deemed to be "outstanding," as that term is used in this Article V, if, prior to or concurrently with the event in reference to which a determination as to the amount thereof outstanding is to be made, the requisite funds for the redemption thereof shall be deposited in trust for that purpose and the requisite notice for the redemption thereof shall be given or the depositary of such funds shall be irrevocably authorized and directed to give or complete such notice of redemption.

13.  Rights of Unissued Stock or Other Securities

    No holder of any stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of any issued shares of stock of the Corporation or for any additional shares of stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options, or warrants to purchase or receive shares of stock or for any bonds, certificates of indebtedness, debentures, or other securities convertible into shares of stock, or any class or series thereof; but any such unissued or additional shares, rights, options, or warrants or convertible securities of the Corporation may, from time to time, be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations, and upon such terms, as the Board of Directors may, in its discretion, determine, without offering any part thereof to any shareholders of any class or series then of record; and any shares, rights, options or warrants or convertible securities which the Board of Directors may at any time determine to offer to shareholders for subscription may be offered to holders of shares of any class or series at the time existing, to the exclusion of holders of shares of any or all other classes or series at the time existing, in each case as the Board of Directors may, in its discretion, determine.

14.  Series of Preferred Stock

a.  Cumulative Preferred Stock, $3.60 Series

    Anything herein to the contrary notwithstanding, there shall be and is hereby created a series of preferred stock which is hereby designated "Cumulative Preferred Stock, $3.60 Series," dividends on which shares of Cumulative Preferred Stock, $3.60 Series, shall be payable, if declared, on the 15th days of January, April, July, and October of each year; which dividends shall be cumulative from the first day of the respective quarter-yearly period in which the respective shares of such series shall have been originally issued, the term "quarter-yearly period" as used herein referred to the period from July 1, 1946, to and including September 30, 1946, and thereafter to each quarter-yearly period of three (3) consecutive months, beginning with October 1, 1946; the dividend rate of which series is hereby fixed at Three Dollars and Sixty Cents ($3.60) per share per annum; the redemption price of the shares of which series is hereby fixed at One Hundred and Five Dollars and Seventy Five Cents ($105.75) per share in case of redemption on or prior to September 30, 1951; One Hundred and Four Dollars and Seventy Five Cents ($104.75) per share in case of redemption subsequent to September 30, 1951, and on or prior to September 30, 1956; and One Hundred and Three Dollars and Seventy Five Cents ($103.75) per share in case of

10

redemption subsequent to September 30, 1956, in each case plus the amount payable thereon in accordance with the provisions hereof equal to the cumulative dividends accrued and unpaid thereon; the amount which the shares of such series are entitled to receive in preference to the Common Stock upon any distribution of assets other than by dividends from net earnings or surplus upon voluntary liquidation or dissolution of the Corporation is hereby fixed at the then redemption price thereof, plus the amount payable thereon in accordance with the provisions hereof equal to the cumulative dividends accrued and unpaid thereon; the amount which the shares of such series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon any involuntary liquidation or dissolution of the Corporation is hereby fixed at One Hundred Dollars ($100) per share, plus the amount payable thereon in accordance with the provisions hereof equal to the cumulative dividends accrued and unpaid thereon.

b.  Cumulative Preferred Stock, $4.10 Series

     (i) There be and there hereby is created from the authorized and unallotted shares of Preferred Stock of the Company, a new series of Preferred Stock of the Company which is hereby designated "Cumulative Preferred Stock, $4.10 Series," and the number of shares constituting said new series is hereby fixed at 175,000 shares.

    (ii) The dividend rate of the shares of said new series is hereby fixed at $4.10 per share per annum; dividends on said shares shall be payable on the 15th day of January, April, July and October for the quarter-yearly period ending with the last day of the preceding month, when and as declared by the Board of Directors.

    (iii) The redemption price of the shares of said new series is hereby fixed at $105.50 per share in case of redemption on or prior to December 31, 1955; $104.50 per share in case of redemption subsequent to December 31, 1955 and on or prior to December 31, 1960; $103.50 per share in case of redemption subsequent to December 31, 1960 and on or prior to December 31, 1965; and $102.50 per share in case of redemption subsequent to December 31, 1965; plus in each case an amount equal to the dividends at the rate of $4.10 per share per annum from the date dividends on the shares to be redeemed began to accrue to the date fixed for redemption thereof less the amount of dividends theretofore paid thereon.

    (iv) The amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon any involuntary liquidation or dissolution of the corporation is hereby fixed at $100 per share plus an amount equal to all dividends accumulated and unpaid thereon and the amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon voluntary liquidation or dissolution of the corporation is hereby fixed as the then redemption price, including an amount equal to all dividends accumulated and unpaid thereon.

c.  Cumulative Preferred Stock, $4.08 Series

     (i) There be and there hereby is created from the authorized and unallotted shares of Preferred Stock of the Company, a new series of Preferred Stock of the Company which is hereby designated "Cumulative Preferred Stock, $4.08 Series," and the number of shares constituting said new series is hereby fixed at 150,000 shares.

    (ii) The dividend rate of the shares of said new series is hereby fixed at $4.08 per share per annum; dividends on said shares shall be payable on the 15th day of January, April, July

11

and October for the quarter-yearly period ending with the last day of the preceding month, when and as declared by the Board of Directors.

    (iii) The redemption price of the shares of said new series is hereby fixed at $105 per share in case of redemption on or prior to December 31, 1959; $104 per share in case of redemption subsequent to December 31, 1959 and on or prior to December 31, 1964; $103 per share in case of redemption subsequent to December 31, 1964 and on or prior to December 31, 1969; and $102 per share in case of redemption subsequent to December 31, 1969; plus in each case an amount equal to the dividends at the rate of $4.08 per share per annum from the date dividends on the shares to be redeemed began to accrue to the date fixed for redemption thereof less the amount of dividends theretofore paid thereon.

    (iv) The amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon voluntary liquidation or dissolution of the corporation is hereby fixed as the then redemption price, including an amount equal to all dividends accumulated and unpaid thereon.

d.  Cumulative Preferred Stock, $4.11 Series

     (i) There be and there hereby is created from the authorized and unallotted shares of Preferred Stock of the Company, a new series of Preferred Stock of the Company which is hereby designated "Cumulative Preferred Stock, $4.11 Series," and the number of shares constituting said new series is hereby fixed at 200,000 shares.

    (ii) The dividend rate of the shares of said new series is hereby fixed at $4.11 per share per annum; dividends on said shares shall be payable on the 15th day of January, April, July and October for the quarter-yearly period ending with the last day of the preceding month, when and as declared by the Board of Directors.

    (iii) The redemption prices of the shares of said new series are hereby fixed at $105.732 per share in case of redemption on or prior to December 31, 1959; $104.732 per share in case of redemption subsequent to December 31, 1959 and on or prior to December 31, 1964; and $103.732 per share in case of redemption subsequent to December 31, 1964; plus in each case an amount equal to the dividends at the rate of $4.11 per share per annum from the date dividends on the shares to be redeemed began to accrue to the date fixed for redemption thereof less the amount of dividends theretofore paid thereon.

    (iv) The amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon voluntary liquidation or dissolution of the corporation is hereby fixed as the then redemption price, plus an amount equal to all dividends accumulated and unpaid thereon.

e.  Cumulative Preferred Stock, $4.16 Series

     (i) There be and there hereby is created from the authorized and unallotted shares of Preferred Stock of the Company, a new series of Preferred Stock of the Company which is hereby designated "Cumulative Preferred Stock, $4.16 Series," and the number of shares constituting said new series is hereby fixed at 100,000 shares.

    (ii) The dividend rate of the shares of said new series is hereby fixed at $4.16 per share per annum; dividends on said shares shall be payable on the 15th day of January, April, July and October for the quarter-yearly period ending with the last day of the preceding month, when and as declared by the Board of Directors.

12

    (iii) The redemption prices of the shares of said new series are hereby fixed at $106.25 per share in case of redemption on or prior to December 31, 1961; $105.75 per share in case of redemption subsequent to December 31, 1961 and on or prior to December 31, 1966; $104.75 per share in case of redemption subsequent to December 31, 1966 and on or prior to December 31, 1971; and $103.75 per share in case of redemption subsequent to December 31, 1971; plus in each case an amount equal to the dividends at the rate of $4.16 per share per annum from the date dividends on the shares to be redeemed began to accrue to the date fixed for redemption thereof, less the amount of dividends theretofore paid thereon.

    (iv) The amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon voluntary liquidation or dissolution of the corporation is hereby fixed as the then redemption price, plus an amount equal to all dividends accumulated and unpaid thereon.

f.  Cumulative Preferred Stock, $4.56 Series

     (i) There be and there hereby is created from the authorized and unallotted shares of Preferred Stock of the Company, a new series of Preferred Stock of the Company which is hereby designated "Cumulative Preferred Stock, $4.56 Series," and the number of shares constituting said new series is hereby fixed at 150,000 shares.

    (ii) The dividend rate of the shares of said new series is hereby fixed at $4.56 per share per annum; dividends on said shares shall be payable on the 15th day of January, April, July and October for the quarter-yearly period ending with the last day of the preceding month, when and as declared by the Board of Directors.

    (iii) The redemption prices of the shares of said new series are hereby fixed at $105.89 per share in case of redemption on or prior to December 31, 1969; $104.75 per share in case of redemption subsequent to December 31, 1969 and on or prior to December 31, 1974; $103.64 per share in case of redemption subsequent to December 31, 1974 and on or prior to December 31, 1979; and $102.47 per share in case of redemption subsequent to December 31, 1979; plus in each case an amount equal to the dividends at the rate of $4.56 per share per annum from the date dividends on the shares to be redeemed began to accrue to the date fixed for redemption thereof, less the amount of dividends theretofore paid thereon.

    (iv) The amount which the shares of said new series are entitled to receive in preference to the Common Stock upon any distribution of assets, other than by dividends from net earnings or surplus, upon voluntary liquidation or dissolution of the corporation is hereby fixed as the then redemption price, including an amount equal to all dividends accumulated and unpaid thereon.

ARTICLE VI. LIMITATION OF DIRECTOR LIABILITY

    A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent provided by applicable law for (i) liability based on a breach of the duty of loyalty to the Corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the Corporation's stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statues, Chap. 302A) or for liability arising under Section 80A.23 of Minnesota Statutes for the unlawful sale of securities; (iv) liability for any transaction from which the director derived an improper personal benefit; or (v) liability for any act or omission occurring prior to the date this Article VI becomes effective. If the Minnesota Business Corporation Act is further

13

amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by any amendment to the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the Corporation shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

VII. AMENDMENT OF BYLAWS

    Authority to make and alter the Bylaws of the Corporation is hereby vested in the Board of Directors of the Corporation, subject to the power of the stockholders to change or repeal such Bylaws; provided, however, the Board of Directors shall not make or alter any bylaw fixing their number, qualifications, classifications, or term of office.

14

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Exhibit 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by reference of our report included in this Form 8-K into the Company's previously filed Registration Statement on Form S-3 No. 333-35482 (relating to the offering by certain selling shareholders for common stock), Registration Statement on Form S-3A No. 333-36270 (relating to the Xcel Energy Inc. Direct Purchase Plan), Registration Statements on Form S-3 No. 333-00415 and 333-91497 (relating to the Northern States Power Company Dividend Reinvestment and Stock Purchase Plan), Registration Statement on Form S-8 No. 2-61264 (relating to the Northern States Power Company Employee Stock Ownership Plan), Registration Statements on Form S-8 No. 33-38700 and 333-91495 (relating to the Northern States Power Company Executive Long-Term Incentive Award Stock Plan), Registration Statement on Form S-3 No. 33-63243 (relating to the Northern States Power Company $300,000,000 Principal Amount of First Mortgage Bonds), Registration Statement on Form S-3 No. 333-67675 (relating to the Northern States Power Company $400,000,000 Principal Amount of Debt Securities), Registration Statement on Form S-4A No. 333-76989 (relating to Northern States Power Company's merger with New Century Energies, Inc.) and we hearby consent to the incorporation by reference in this Form 8-K of our report dated February 15, 2000, included in the New Century Energies, Inc. Annual Report of Form 10-K for the year ended December 31, 1999. It should be noted that we have not audited any financial statements of New Century Energies, Inc. subsequent to December 31, 1999 or performed any audit procedures subsequent to the date of our report.

/s/ ARTHUR ANDERSEN LLP   
ARTHUR ANDERSEN LLP

Denver, Colorado,
August 18, 2000.

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Exhibit 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 No. 333-35482 (relating to the offering by certain selling shareholders for common stock), Registration Statement on Form S-3A No. 333-36270 (relating to the Xcel Energy Inc. Direct Purchase Plan), Registration Statements on Form S-3 No. 333-00415 and 333-91497 (relating to the Northern States Power Company Dividend Reinvestment and Stock Purchase Plan), Registration Statement on Form S-8 No. 2-61264 (relating to the Northern States Power Company Employee Stock Ownership Plan), Registration Statements on Form S-8 No. 33-38700 and 333-91495 (relating to the Northern States Power Company Executive Long-Term Incentive Award Stock Plan), Registration Statement on Form S-3 No. 33-63243 (relating to the Northern States Power Company $300,000,000 Principal Amount of First Mortgage Bonds), Registration Statement on Form S-3 No. 333-67675 (relating to the Northern States Power Company $400,000,000 Principal Amount of Debt Securities) and Registration Statement on Form S-4A No. 333-76989 (relating to Northern States Power Company's merger with New Century Energies, Inc.) of our report dated January 31, 2000, except as to Note 2, which is as of February 22, 2000, relating to the consolidated financial statements of Northern States Power Company, which appears in this Form 8-K.

/s/ PRICEWATERHOUSECOOPERS LLP   
PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota,
August 18, 2000.

1

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<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF INCOME, BALANCE SHEETS, STATEMENTS OF CAPITALIZATION, STATEMENTS
OF CHANGES IN COMMON STOCKHOLDERS' EQUITY AND STATEMENTS OF CASH FLOWS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<TOTAL-NET-UTILITY-PLANT>                   10,145,284
<OTHER-PROPERTY-AND-INVEST>                  4,606,678
<TOTAL-CURRENT-ASSETS>                       2,060,944
<TOTAL-DEFERRED-CHARGES>                       566,727
<OTHER-ASSETS>                                 690,725
<TOTAL-ASSETS>                              18,070,358
<COMMON>                                       838,193
<CAPITAL-SURPLUS-PAID-IN>                    2,288,254
<RETAINED-EARNINGS>                          2,253,800
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<PREFERRED-MANDATORY>                          494,000
<PREFERRED>                                    105,340
<LONG-TERM-DEBT-NET>                         5,827,485
<SHORT-TERM-NOTES>                             399,159
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>               1,033,527
<LONG-TERM-DEBT-CURRENT-PORT>                  431,049
<PREFERRED-STOCK-CURRENT>                            0
<CAPITAL-LEASE-OBLIGATIONS>                     56,645
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>               4,432,933<F1>
<TOT-CAPITALIZATION-AND-LIAB>               18,070,358
<GROSS-OPERATING-REVENUE>                    6,869,404
<INCOME-TAX-EXPENSE>                           179,673
<OTHER-OPERATING-EXPENSES>                   5,646,847
<TOTAL-OPERATING-EXPENSES>                   5,646,847
<OPERATING-INCOME-LOSS>                      1,222,557
<OTHER-INCOME-NET>                            (18,874)
<INCOME-BEFORE-INTEREST-EXPEN>               1,024,010
<TOTAL-INTEREST-EXPENSE>                       453,077
<NET-INCOME>                                   570,933
<PREFERRED-STOCK-DIVIDENDS>                      5,292
<EARNINGS-AVAILABLE-FOR-COMM>                  565,641
<COMMON-STOCK-DIVIDENDS>                       489,913
<TOTAL-INTEREST-ON-BONDS>                      283,662
<CASH-FLOW-OPERATIONS>                       1,325,429
<EPS-BASIC>                                       1.70
<EPS-DILUTED>                                     1.70
<FN>
<F1>Note 1 - ($90,027) thousand of Common Stockholders' Equity is classified as
Other Items-Capitalization and Liabilities. This represents the net of
leveraged common stock held by the Employee Stock Ownership Plan, currency
translation adjustments, and investment valuation reserve.
</FN>


</TABLE>

<TABLE> <S> <C>


<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF INCOME, BALANCE SHEETS, STATEMENTS OF CAPITALIZATION, STATEMENTS
OF CHANGES IN COMMON STOCKHOLDERS' EQUITY AND STATEMENTS OF CASH FLOWS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-2000
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   10,211,072
<OTHER-PROPERTY-AND-INVEST>                  6,481,477
<TOTAL-CURRENT-ASSETS>                       2,222,401
<TOTAL-DEFERRED-CHARGES>                       564,498
<OTHER-ASSETS>                                 855,168
<TOTAL-ASSETS>                              20,334,616
<COMMON>                                       845,643
<CAPITAL-SURPLUS-PAID-IN>                    2,555,397
<RETAINED-EARNINGS>                          2,298,335
<TOTAL-COMMON-STOCKHOLDERS-EQ>               5,550,447<F1>
<PREFERRED-MANDATORY>                          494,000
<PREFERRED>                                    105,340
<LONG-TERM-DEBT-NET>                         7,087,558
<SHORT-TERM-NOTES>                             189,704
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>               1,333,395
<LONG-TERM-DEBT-CURRENT-PORT>                  557,762
<PREFERRED-STOCK-CURRENT>                            0
<CAPITAL-LEASE-OBLIGATIONS>                     55,347
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>               4,961,063<F1>
<TOT-CAPITALIZATION-AND-LIAB>               20,334,616
<GROSS-OPERATING-REVENUE>                    4,208,362
<INCOME-TAX-EXPENSE>                           144,979
<OTHER-OPERATING-EXPENSES>                   3,409,433
<TOTAL-OPERATING-EXPENSES>                   3,409,433
<OPERATING-INCOME-LOSS>                        798,929
<OTHER-INCOME-NET>                            (13,242)
<INCOME-BEFORE-INTEREST-EXPEN>                 640,708
<TOTAL-INTEREST-EXPENSE>                       330,636
<NET-INCOME>                                   296,414
<PREFERRED-STOCK-DIVIDENDS>                      2,121
<EARNINGS-AVAILABLE-FOR-COMM>                  294,293
<COMMON-STOCK-DIVIDENDS>                       249,758
<TOTAL-INTEREST-ON-BONDS>                      189,086
<CASH-FLOW-OPERATIONS>                         670,361
<EPS-BASIC>                                        .87
<EPS-DILUTED>                                      .87
<FN>
<F1>Note 1 - ($148,928) thousand of Common Stockholders' Equity is classified as
Other Items-Capitalization and Liabilities. This represents the net of
leveraged common stock held by the Employee Stock Ownership Plan, currency
translation adjustments, and investment valuation reserve.
</FN>


</TABLE>

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Exhibit 99.01—News Release

Joint News Release—New Centuries Energy and Northern States Power Company

August 17, 2000

Xcel Energy Inc. born as merger receives final approval from SEC
Stock trading to begin August 21

    MINNEAPOLIS AND DENVER—Just 17 months after announcement of merger plans, Minneapolis-based Northern States Power Co. and Denver-based New Century Energies have cleared the last hurdle to combine under the new name Xcel Energy Inc. The merger creates one of the 10 largest electricity and natural gas companies in the United States.

    The Securities and Exchange Commission issued its approval of the merger, wrapping up approvals from several federal agencies and states where the companies operate.

    Xcel Energy will serve more than 3 million electricity and 1.5 million natural gas customers in 12 states, and 2 million electricity customers internationally. Company headquarters will be in Minneapolis.

    Stock will begin trading on the New York Stock Exchange on August 21, under the symbol XEL. Current New Century Energies shareholders will receive 1.55 shares of Xcel Energy stock for each share of NCE they hold. NSP shareholders will get one for one and will not be required to exchange their existing NSP stock.

    The merger proposal was announced March 25, 1999, and completed in less than a year and a half. "This has been an incredibly successful merger process," said Jim Howard, Xcel chairman. "It demonstrates what can be accomplished when regulators, environmentalists, community leaders and the merger partners all work in a common direction—to create a better utility company for the future."

    Wayne Brunetti, Xcel president and chief executive officer, echoed Howard's comments. "I can think of no comparable energy industry merger completed so quickly," Brunetti said. "This is clearly a good idea, for communities stretching from the North Star state to the Lone Star state. Customers will benefit from low-cost energy and world-class service from skilled, dedicated employees."

    From the outset, merger teams from both companies sought out stakeholders such as consumer advocates and environmentalists in the various states, giving them a voice in the process. Settlements provide rate cuts and freezes, and guarantees of excellent customer service and continuing environmental initiatives. The states needing to approve the merger did so relatively quickly, during the first five months of this year.

    The merger is expected to result in more than $1.1 billion in cost savings over the next 10 years, benefiting customers and shareholders. "We'll have a company ready to compete in the future, with a size and scale that will allow us to control our own destiny as the electricity industry is restructured," Brunetti said. "Our strength will come from a base of millions of customers spread over a large area, combined with our rapidly growing non-regulated businesses like NRG Energy, now the seventh largest independent power producer in the world."

    With approval in state and federal arenas, only paperwork remains to finalize the merger. Customers will begin to see a changeover to the new name and logo over a period of several months.

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Gradually, the NSP and NCE names will be phased out as Xcel Energy provides enhanced products and services in 12 states, including parts of Minnesota, Colorado, Wisconsin, Texas, Michigan, Kansas, Oklahoma, Arizona, New Mexico, North Dakota, South Dakota, and Wyoming.

    "We were able to achieve a timely approval of this merger through a disciplined and focused approach," Brunetti said. "That approach will make Xcel Energy a success for customers, employees, shareholders and the communities we serve."

###

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Exhibit 99.02—Supplemental Consolidated Financial Statements

MANAGEMENT'S DISCUSSION AND ANALYSIS

    Xcel Energy Inc., a Minnesota corporation, is a registered holding company under the Public Utility Holding Company Act of 1935. On August 18, 2000, NCE merged into NSP, with NSP as the surviving legal entity. NSP was renamed Xcel Energy Inc. Each share of NCE common stock was exchanged for 1.55 shares of Xcel Energy common stock. NSP shares became Xcel Energy shares on a one-for-one basis. Cash was paid to NCE shareholders in lieu of any fractional shares of Xcel Energy common stock upon exchange. Also in connection with the merger, all of NSP's pre-merger utility assets and liabilities were transferred to a new-formed utility subsidiary.

    The merger was structured as tax-free, stock-for-stock exchange for shareholders of both companies (except for fractional shares), and accounted for as a pooling of interests. The Supplemental Consolidated Financial Statements are presented as if the merger had been completed as of the beginning of the earliest period presented. The Supplemental Consolidated Financial Statements are not necessarily indicative of what the combined company's financial position or operating results would have been if the merger had been completed on the assumed completion dates.

    Xcel Energy owns the following direct subsidiaries, some of which are intermediate holding companies with additional subsidiaries:

•

NSP-Minnesota



•

NSP-Wisconsin



•

Public Service Company of Colorado



•

Southwestern Public Service Company



•

Black Mountain Gas



•

Cheyenne Light, Fuel and Power Company



•

Viking Gas Transmission Company



•

WestGas InterState Inc.



•

Xcel Wholesale Energy Group



•

Xcel Energy Markets Group



•

Xcel International Group



•

Xcel Ventures



•

Xcel Retail Services Group



•

Xcel Communications Group



•

New Century WYCO Inc.

    In addition, Xcel Energy, through the Xcel Wholesale Energy Group, owns 82 percent of the common stock of NRG Energy, Inc., a publicly traded independent power producer. Xcel Energy owned 100 percent of NRG until the second quarter 2000, when NRG completed its initial public offering. Xcel Energy and its subsidiaries collectively are referred to as Xcel Energy.

FINANCIAL REVIEW

    The following discussion and analysis by management focuses on those factors that had a material effect on Xcel Energy's financial condition and results of operations during the periods presented, or

1

are expected to have a material impact in the future. It should be read in conjunction with the accompanying Supplemental 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 higher risk associated with Xcel Energy's nonregulated businesses as compared with its regulated business



•

currency translation and transaction adjustments



•

the items described under "Factors Affecting Results of Operations"



•

the other risk factors listed from time to time by Xcel Energy in reports filed with the Securities and Exchange Commission (SEC), including Exhibit 99.04 to this Report on Form 8-K

RESULTS OF OPERATIONS

    Xcel Energy's earnings per share were $1.70, $1.91 and $1.24 for 1999, 1998 and 1997, respectively. Xcel Energy's 1997 earnings per share were $1.61 before an extraordinary item. The lower levels of earnings in 1999 and 1997 reflect the impact of several significant factors, as discussed below.

Significant Factors that Impacted 1999 Results

Conservation Incentive Recovery

    In June 1999, the MPUC denied NSP-Minnesota recovery of 1998 lost margins, load management discounts and incentives associated with state-mandated programs for electric energy conservation. Xcel Energy recorded a $35 million charge based on this action, which reduced 1999 earnings by 7 cents per share.

    At the end of 1999, the MPUC had not approved a conservation plan for 1999. Based on the change in MPUC policy on conservation incentives and regulatory uncertainty, management decided not to accrue any conservation incentives for 1999 or subsequent years.

EMI Goodwill

    In December 1999, Xcel Energy recorded a pretax charge (reported in special charges) of approximately $17 million, or about 4 cents per share, to write off all goodwill that was recorded by its subsidiary EMI for its acquisitions of Energy Masters Corporation in 1995 and Energy Solutions International in 1997. This charge reflects a revised business outlook based on recent levels of contract signings by EMI.

2

Loss on Marketable Securities

    During 1999, Xcel Energy recorded pretax charges (reported in special charges) of approximately $14 million, or 3 cents per share, for a valuation write-down on its investment in the publicly traded common stock of CellNet Data Systems, Inc. In October 1999, CellNet announced it was experiencing financial difficulties and was contemplating restructuring its capital financing. In February 2000, CellNet filed for Chapter 11 bankruptcy protection.

Significant Factors that Impacted 1997 Results

U.K. Windfall Tax

    In July 1997, the U.K. government enacted a windfall tax on certain privatized business entities, payable in two installments with the first in December 1997 and the second in December 1998. The windfall tax was a retroactive adjustment to the privatization value based on post-privatization profits during the 1992 to 1995 period. During the third quarter of 1997, Xcel Energy's affiliate Yorkshire Power recorded an extraordinary charge of approximately $221 million (135 million pounds sterling) for this windfall tax. Xcel Energy's share of this tax was approximately $110.6 million, or 37 cents per share.

Merger Costs

    In May 1997, NSP and Wisconsin Energy Corp. mutually terminated their plans to merge. Earnings for 1997 were reduced by a pretax charge (reported in special charges) of $29 million, or 6 cents per share, to write off cumulative merger-related costs incurred. In August 1997, PSCo and SPS completed their merger and recorded a pretax charge (reported in special charges) of approximately $34 million, or 10 cents per share, for merger-related costs.

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 various 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.

    Electric revenue decreased by approximately $61 million, or 1.2 percent, in 1999, largely due to the disallowance of 1998 conservation incentives in Minnesota, which reduced revenues $78 million, as compared with 1998. In addition, wholesale revenue decreased due to lower non-firm sales. Despite customer growth, retail sales increased only 0.5 percent, largely due to mild weather in Colorado and Texas. Electric margin decreased by approximately $47 million, or 1.6 percent, in 1999, largely due to the disallowance of 1998 conservation incentives in Minnesota, which reduced margin by $78 million, as compared with 1998. The disallowance of 1998 conservation incentives was recorded during 1999, as a result of the timing of an MPUC decision. In addition, electric margin was reduced by approximately $19 million in 1999, due to higher purchased power costs in Minnesota and Wisconsin not recoverable in rates.

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    Electric revenue increased $316 million, or 6.8 percent, in 1998, largely due to retail sales growth of 3.2 percent and wholesale energy sales growth of 37.8 percent. Electric revenue also increased in 1998 due to revenue recognition of approximately $17 million for SPS's settlement of a 1985 FERC rate case. Electric margin increased by $121 million, or 4.2 percent, in 1998, due to electric sales growth and the SPS FERC settlement.

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.

    Gas revenue increased by approximately $31 million, or 2.8 percent, and margin increased by approximately $7 million, or 1.6 percent, in 1999, largely due to increased retail sales, which increased 3.2 percent compared with 1998. In addition, gas revenue and margin in 1999 increased due to higher base rates resulting from PSCo's 1998 rate case, which became effective in July 1999.

    Gas revenue decreased by approximately $43 million, or 3.7 percent, in 1998, largely due to warm winter weather in Minnesota and Wisconsin, which reduced sales levels. Retail gas sales for Xcel Energy decreased 8.6 percent in 1998 compared with 1997. This decline in retail sales in 1998 was partially offset by increased transportation volume, which increased 7.6 percent compared with 1997. Gas margin increased by approximately $5 million, or 1.1 percent, in 1998, largely due to an increase in PSCo's base revenues associated with a rate increase effective in February 1997.

Nonregulated Operating Margins

    The following table details the change in nonregulated revenue and margin.

*

Earnings from equity investments in 1997 is before an extraordinary item, relating to the U.K. windfall tax.

    Nonregulated and other revenue increased by approximately $307 million, or 79.9 percent, in 1999, largely due to NRG's acquisition of generation facilities during 1999 in the Northeast region of the United States. Earnings from equity investments decreased by approximately $4 million, or 3.4 percent, in 1999, primarily due to lower earnings from NRG's West Coast power generating affiliate as a result of cool summer weather during 1999 compared with the summer of 1998. Nonregulated margin increased by approximately $184 million, or 62.2 percent, in 1999, largely due to NRG's acquisition of generation facilities during 1999 in the Northeast region of the United States.

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    Nonregulated and other revenue decreased by approximately $36 million, or 8.6 percent, in 1998, primarily due to the exit of Energy Masters from the gas marketing business, which offset increased revenue from new projects at NRG. The margins on Energy Masters' gas marketing business were not material. Earnings from equity investments increased by approximately $63 million, or 118.9 percent, in 1998, largely due to increased equity earnings from new NRG projects, including El Segundo, Long Beach and certain Pacific Generation operations. Nonregulated margin increased by approximately $98 million, or 49.5 percent, in 1998, largely due to new projects at NRG.

Non-Fuel Operating Expense and Other Item

    Other utility operation and maintenance expense decreased approximately $34 million, or 2.6 percent, in 1999 primarily, due to lower benefit costs and cost control efforts. Regulated Other Operation and Maintenance Expense increased approximately $59 million, or 4.6 percent, in 1998, primarily due to timing of plant outages in Minnesota, Year 2000 remediation costs, nuclear regulatory costs, storm damage due to several severe wind storms in Minnesota and higher labor costs from wage rate increases.

    Nonregulated other operation and maintenance expense increased by approximately $79 million, or 35.3 percent, in 1999, and approximately $57 million, or 34.5 percent, in 1998. These increases are primarily due to costs of operations acquired, increased business development activities and legal, technical and accounting expenses resulting from NRG's expanding operations. In addition, costs also increased due to the acquisition of Planergy in April 1998, higher costs incurred in providing energy management and consulting services and Seren's expansion of its broadband communications in Minnesota.

    Depreciation and Amortization Expense increased $52 million, or 8.4 percent, in 1999 and increased $45 million, or 7.7 percent, in 1998, primarily due to acquisitions of generating facilities by NRG and increased additions to utility plant.

    During 1998, NRG recorded gains of approximately $26 million on the partial sale of NRG's interest in the Enfield project and approximately $2 million on the sale of NRG's interest in the Mid-Continent Power facility. NRG also recorded gains of approximately $9 million on the sale of various projects in 1997.

    Interest expense increased $70 million, or 20.2 percent, in 1999 and $13 million, or 3.9 percent, in 1998, primarily due to increased debt levels to finance several asset acquisitions by NRG.

Factors Affecting Results of Operations

    Xcel Energy's utility revenues depend on customer usage, which varies with weather conditions, general business conditions and the cost of energy services. Various regulatory agencies approve the prices for electric and gas service within their respective jurisdictions. In addition, Xcel Energy's nonregulated businesses are becoming a more significant factor in Xcel Energy's earnings. The historical and future trends of Xcel Energy's operating results have been and are expected to be affected by the following factors:

Competition and Industry Restructuring

    The landscape of the electric and gas utility industry continues to change rapidly. The majority of states are moving forward to develop and implement retail competition with an unbundling of regulated energy services. Merger and acquisition activity over the past few years has been significant as utilities reach to expand their customer base and/or establish a strategic niche in preparing for the future. Certain traditional regulated utilities are divesting generation assets to further evolve this competitive environment, recover stranded costs and pursue other business opportunities. The transition to this

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competitive environment will be extremely challenging during the next few years and will most likely have significant impacts on the industry.

    In 1999, FERC Order 2000 was issued to advance the formation of regional transmission organizations on a voluntary basis. The FERC's goal is to provide a framework that allows the individual states flexibility to manage deregulation and to build upon the foundation it established in 1996, promoting the development of competitive bulk power markets through non-discriminatory open access of transmission services and the recovery of stranded costs.

    Some states have begun to allow retail customers to choose their electricity supplier, and many other states are considering retail access proposals. Electric restructuring legislation was passed in Texas and New Mexico during 1999. Overall, in these states, retail competition and customer choice are expected to be available to most customers by Jan. 1, 2002. In early January 2000, SPS filed its business separation plan in Texas for the unbundling of business activities into power generation, transmission and distribution and retail electric provider services. SPS is diligently working to satisfy the legislative and regulatory requirements of Texas and New Mexico in developing its transition plans. Major issues include market power, divestiture of generation capacity, transmission constraints, legal separation, refinancing of securities, implementing procedures to govern affiliate transactions, investments in information technology and the pricing of unbundled services, all of which have significant financial implications. Xcel Energy can not predict the outcome of its restructuring proceedings at this time. As these issues are addressed in 2000 and sufficient details are available to reasonably determine how this transition will affect the portions of the businesses whose pricing is being deregulated, SPS may discontinue applying regulatory accounting for those businesses. The resolution of these matters may have a significant impact on the financial position, results of operations and cash flows of Xcel Energy. For more information on restructuring in Texas and New Mexico, see Note 2 to Exhibit 99.03.

    With respect to other Xcel Energy regulatory jurisdictions, the Minnesota Legislature continues to study industry restructuring issues, but has determined that further study is necessary before any action can be taken. During 1998, an electric restructuring bill was passed in Colorado which establish an advisory panel to conduct an evaluation of restructuring. During 1999, this panel concluded that Colorado should not open its markets to outside competition. The PSCW and Wisconsin Legislature have been focusing their efforts on improving electric reliability by requiring utility infrastructure improvements prior to addressing customer choice. The Michigan Public Service Commission has approved voluntary plans that began offering retail customers a choice of suppliers in selected markets in 1998. The Michigan Legislature is considering legislation to allow customer choice for all customers by 2002. The timing of regulatory and legislative actions regarding restructuring in these Midwestern states and their impact on Xcel Energy cannot be predicted at this time and may be significant.

Regulation

    The electric and gas rates charged to customers of Xcel Energy's utility subsidiaries, are approved by the FERC and the state regulatory commissions in which they operate. The rates are generally designed to recover plant investment, operating costs and an allowed return on investment. Xcel Energy requests changes in rates for utility services through filings with the governing commissions. Because comprehensive rate changes are requested infrequently in some states, changes in operating costs can affect Xcel Energy's financial results. In addition to changes in operating costs, other factors affecting rate filings are sales growth, conservation and demand-side management efforts and the cost of capital.

    Except for Wisconsin electric operations, most of the retail rate schedules for Xcel Energy's utility subsidiaries provide for periodic cost-of-energy and resource adjustments to billings and revenues for changes in the cost of fuel for electric generation, purchased energy, purchased gas and, in Minnesota and Colorado, conservation and energy management program costs. In Minnesota, changes in electric

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capacity costs are not recovered through the fuel clause. For Wisconsin electric operations, where cost-of-energy adjustment clauses are not used, the biennial retail rate review process and an interim fuel cost hearing process provide the opportunity for rate recovery of changes in electric fuel and purchased energy costs in lieu of a cost-of-energy adjustment clause. PSCo has an incentive cost adjustment (ICA), which allows for a 50 percent / 50 percent sharing among customers and shareholders of certain fuel and energy cost increases and decreases.

    Regulated public utilities are allowed to record as assets certain costs that would be expensed by nonregulated enterprises and to record as liabilities certain gains that would be recognized as income by nonregulated enterprises. If restructuring or other changes in the regulatory environment occur, Xcel Energy may no longer be eligible to apply this accounting treatment and may be required to eliminate such regulatory assets and liabilities from its balance sheet. Such changes could have a material adverse effect on Xcel Energy's results of operations in the period the write-off is recorded. At Dec. 31, 1999, Xcel Energy reported on its balance sheet regulatory assets of approximately $382 million and regulatory liabilities of approximately $128 million that would need to be recognized in the income statement in the absence of regulation. In addition to a potential write-off of regulatory assets and liabilities, restructuring and competition may require recognition of certain "stranded costs" not recoverable under market pricing. Xcel Energy currently does not expect to write off any "stranded costs" unless market price levels change, or cost levels increase above market price levels. See Notes 1 and 15 to the Financial Statements for further discussion of regulatory deferrals.

Environmental Matters

    Xcel Energy incurs several types of environmental costs, including nuclear plant decommissioning, storage and ultimate disposal of spent nuclear fuel, disposal of hazardous materials and wastes, remediation of contaminated sites and monitoring of discharges into the environment. Because of greater environmental awareness and increasingly stringent regulation, Xcel Energy has experienced increasing environmental costs. This trend has caused, and may continue to cause, slightly higher operating expenses and capital expenditures for environmental compliance. In addition, NRG's recent acquisition of existing generation facilities will tend to increase nonutility costs for environmental compliance.

    In addition to nuclear decommissioning and spent nuclear fuel disposal expenses, costs charged to Xcel Energy's operating expenses for environmental monitoring and disposal of hazardous materials and wastes were approximately:

•

$55 million in 1999



•

$56 million in 1998



•

$56 million in 1997

    Xcel Energy's utility operations expect to spend approximately $60 million—65 million per year for 2000-2004. However, the precise timing and amount of environmental costs, including those for site remediation and disposal of hazardous materials, are currently unknown.

    Capital expenditures on environmental improvements at its utility facilities, which include the costs of constructing spent nuclear fuel storage casks, were approximately:

•

$126 million in 1999



•

$101 million in 1998



•

$64 million in 1997

    Xcel Energy expects to incur approximately $42 million in capital expenditures for compliance with environmental regulations in 2000 and approximately $165 million for 2000-2004. In addition, NRG

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expects to incur approximately $44 million in capital expenditures for environmental compliance for 2000-2004. See Notes 6 and 14 to the Supplemental Consolidated Financial Statements for further discussion of Xcel Energy's environmental contingencies.

Weather

    Xcel Energy's earnings can be significantly affected by weather. Very hot summers and very cold winters increase electric and gas sales, but can also increase expenses, which may not be fully recoverable. Unseasonably mild weather reduces electric and gas sales.

Impact of Nonregulated Investments

    Xcel Energy's earnings from nonregulated operations has increased significantly due to acquisitions. Xcel Energy expects to continue investing in nonregulated projects, including domestic and international power production projects through NRG, international projects through the Yorkshire Power Group and broadband communications systems through Xcel Communications. Xcel Energy's nonregulated businesses may carry a higher level of risk than its traditional utility businesses due to a number of factors, including:

•

competition, operating risks, dependence on certain suppliers and customers, and domestic and foreign environmental and energy regulations;



•

partnership and government actions and foreign government, political, economic and currency risks; and



•

development risks, including uncertainties prior to final legal closing.

    Some of Xcel Energy's nonregulated subsidiaries have project investments (as listed in Note 11 to the Supplemental Consolidated Financial Statements) consisting of minority interests, which may limit the financial risk, but also limit the ability to control the development or operation of the projects. In addition, significant expenses may be incurred for projects pursued by Xcel Energy's subsidiaries that do not materialize. The aggregate effect of these factors creates the potential for volatility in the nonregulated component of Xcel Energy's earnings. Accordingly, the historical operating results of Xcel Energy's nonregulated businesses may not necessarily be indicative of future operating results.

Accounting Changes

    The FASB has proposed new accounting standards that would require the full accrual of nuclear plant decommissioning and certain other site exit obligations. Material adjustments to Xcel Energy's balance sheet would occur upon implementation of the FASB's proposal, which would be no earlier than 2002. However, the effects of regulation are expected to minimize or eliminate any impact on operating expenses and earnings from this future accounting change. For further discussion of the expected impact of this change, see Note 6 to the Supplemental Consolidated Financial Statements.

    In June 1998, the FASB issued SFAS No. 133—Accounting for Derivative Instruments and Hedging Activities. This statement requires that all derivatives be recognized at fair value in the balance sheet and all changes in fair value be recognized currently in earnings or deferred as a component of other comprehensive income, depending on the intended use of the derivative, its resulting designation and its effectiveness. Xcel Energy plans to adopt this standard in 2001, as required. Xcel Energy has not yet determined the potential impact of implementing this statement.

Inflation

    Inflation at its current level is not expected to materially affect Xcel Energy's prices or returns to shareholders.

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Derivatives, Risk Management and Market Risk

    Xcel Energy uses derivative financial instruments to mitigate the impact of changes in foreign currency exchange rates on international project cash flows, natural gas, electricity and fuel prices on margins and interest rates on the cost of borrowing. Xcel Energy and its subsidiaries are exposed to market risks in both the energy trading and non-trading operations. Xcel Energy manages these market risks through various policies and procedures that allow for the use of various instruments in the energy and financial markets. See Notes 1 and 13 to the Supplemental Consolidated Financial Statements for further discussion of Xcel Energy's financial instruments and derivatives.

Commodity Price Risk

    Xcel Energy has a wholesale power marketing operation within its regulated subsidiaries. The primary objective of the regulated power marketing operation is to meet the requirements of Xcel Energy's retail and wholesale customers for low-cost power, while optimizing margins from generation resources. Xcel Energy's exposure to changes in commodity prices may increase, which may result in earnings volatility. To manage exposure to price volatility in the natural gas and electricity markets, a variety of energy contracts, both financial and commodity based, are utilized as hedges. These contracts consist mainly of commodity futures and options, index or fixed price swaps and basis swaps and are used by both the trading and non-trading operations. As of Dec. 31, 1999, a 10 percent increase or decrease in electricity futures and forward prices would have an immaterial impact on Xcel Energy's financial results. Any changes in the values of these futures contracts would be offset by a change in the underlying commodities being hedged. Due to cost-based rate regulation, Xcel Energy's regulated subsidiaries have limited exposure to commodity price.

    Xcel Energy also has a power marketing operation at NRG. NRG's power marketing subsidiary is exposed to the risk of changes in market prices of fuel oil, natural gas and electricity. To manage exposure of this volatility, NRG uses a variety of energy contracts, including options, swaps and forward contracts. As of Dec. 31, 1999, a 10 percent increase in fuel oil, natural gas and electricity forward prices would result in a gain on these contracts of approximately $12 million. Conversely, a 10 percent decrease in fuel oil, natural gas and electricity forward prices would result in a loss on these contracts of approximately $12 million. These hypothetical gains and losses on energy forward contracts would be offset by the gains and losses on the underlying commodities being hedged.

Interest Rate Risk

    Xcel Energy and its subsidiaries have both long-term and short-term debt instruments that subject Xcel Energy and certain of its subsidiaries to the risk of loss associated with movements in market interest rates. This risk is limited for Xcel Energy's regulated companies primarily due to cost-based rate regulation. In the future, management anticipates utilizing financial instruments to manage its exposure to changes in interest rates. These instruments may include interest rate swaps, caps, collars and exchange-traded futures contracts and put or call options on U.S. Treasury securities.

    At Dec. 31, 1999, a 100 basis point change in the benchmark rate on Xcel Energy's variable debt would impact net income by approximately $12 million.

    The fair value of NRG's interest rate hedging contracts is sensitive to changes in interest rates. As of Dec. 31, 1999, a 10 percent decrease in interest rates from prevailing market rates would decrease the market value of NRG's interest rate hedging contracts by approximately $28 million. Conversely, a 10 percent increase in interest rates from the prevailing market rates would increase the market value by approximately $26 million.

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Currency Exchange Risk

    Xcel Energy's investment in Yorkshire Power, a foreign currency denominated joint venture and various NRG projects, also expose Xcel Energy to currency translation rate risk. NRG has an investment in the Kladno project in the Czech Republic. SFAS No. 52 requires foreign currency gains and losses to flow through the income statement if settlement of an obligation is in a currency other than the local currency of the entity. A portion of the Kladno project debt is in non-local currency (U.S. dollars and German deutsche marks). As of Dec. 31, 1999, if the value of the Czech koruna decreased by 10 percent in relation to the U.S. dollar and the German deutsche mark, NRG would have recorded a $5 million loss (after tax) on the currency transaction adjustment. If the value of the Czech koruna increased by 10 percent, NRG would have recorded a $5 million gain (after tax) on the currency transaction adjustment.

    At Dec. 31, 1999, Xcel Energy's exposure to changes in foreign currency exchange rates through its investment in Yorkshire Power is not material to its consolidated financial position, results of operations or cash flows. Xcel Energy does not presently utilize financial instruments to manage its exposures to foreign currency exchange rate movements.

Credit Risk

    In addition to the risks discussed above, Xcel Energy and its subsidiaries are exposed to credit risk in risk management activities. Credit risk relates to the risk of loss resulting from the nonperformance of a counterparty of its contractual obligations. As Xcel Energy continues to expand its gas and power marketing and trading activities, its exposure to credit risk and counterparty default may increase. Xcel Energy and its subsidiaries maintain credit policies intended to minimize overall credit risk.

    Xcel Energy and its subsidiaries conduct standard credit reviews for all of its counterparties. Xcel Energy employs additional credit risk control mechanisms when appropriate, such as letters of credit, parental guarantees and standardized master netting agreements that allow for offsetting of positive and negative exposures. The credit exposure is monitored and, when necessary, the activity with a specific counterparty is limited until credit enhancement is provided.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

    Cash provided by operating activities decreased slightly during 1999, compared with 1998, primarily due to a decrease in working capital due to timing of cash flows. Cash provided by operations increased in 1998, compared with 1997, primarily due to increased net income, higher depreciation and higher working capital in 1998.

    Cash used in investing activities increased during 1999, compared with 1998, primarily due to acquisitions of existing generating facilities by NRG and increased levels of utility capital expenditures.

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Cash used in investing activities decreased during 1998, compared with 1997, primarily due to the investment in Yorkshire Power and asset acquisitions by NRG in 1997.

    Cash provided by financing activities increased during 1999, compared with 1998, primarily due to the issuance of debt to finance NRG asset acquisitions in 1999. Cash provided by financing activities decreased during 1998, compared with 1997, primarily due to the issuance of long-term debt in 1997, primarily to fund the investment in Yorkshire Power and NRG's asset acquisitions. In addition, during 1998 the repayment of long-term debt and the redemption of preferred stock resulted in a use of cash by financing activities.

Prospective Capital Requirements

    The estimated cost as of Dec. 31, 1999, of the capital expenditure programs of Xcel Energy and its subsidiaries and other capital requirements for the years 2000, 2001 and 2002 are shown in the table below (in millions):

    The capital expenditure programs of Xcel Energy are subject to continuing review and modification. Actual utility construction expenditures may vary from the estimates, due to changes in the electric system projected load growth, the desired reserve margin and the availability of purchased power, as well as alternative plans for meeting Xcel Energy's long-term energy needs. In addition, Xcel Energy's ongoing evaluation of merger, acquisition and divestiture opportunities to support corporate strategies, to address restructuring requirements and to comply with future requirements to install emission control equipment may impact actual capital requirements. For more information, see Note 12 on Regulatory Matters and Note 14 on Commitments and Contingencies to the Supplemental Consolidated Financial Statements.

    Xcel Energy and its subsidiaries continue to evaluate opportunities to enhance shareholder returns and achieve long-term financial objectives through investments in projects or acquisitions of existing businesses. Xcel Energy's subsidiaries expect to invest significant amounts in nonregulated projects in the future. Financing requirements for nonregulated project investments will vary depending on the success, timing and level of involvement in projects currently under consideration. These investments could cause significant changes to the capital requirement estimates for nonregulated projects and property. Long-term financing may be required for such investments.

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    NRG expects to invest approximately $2.7 billion in 2000 for nonregulated projects and property, which include acquisitions and project investments. NRG's future capital requirements may vary significantly. For 2000, NRG's capital requirements reflect expected acquisitions of existing generation facilities, including Cajun, Killingholme A and the Conectiv fossil assets.

    Seren, a subsidiary of Xcel Communications, expects to spend approximately $180 million during 2000, which reflects the build-out of its broadband communications network in northern California. Seren's capital requirements for 2001-2002 may vary significantly depending on the success of development efforts under way.

    Xcel Energy also will have future financing requirements for the portion of nuclear plant decommissioning costs not funded externally. Based on the most recent decommissioning study approved by regulators, these amounts are anticipated to be approximately $363 million and are expected to be paid during the years 2010 to 2022.

Common Stock Dividend

    It is anticipated that Xcel Energy will initially adopt a dividend of $1.50 per share on an annual basis. The actual dividend level is dependent upon Xcel Energy's results of operations, financial position, cash flows and other factors, and will be evaluated by the Board of Directors of Xcel Energy.

Capital Sources

    Xcel Energy expects to meet future financing requirements by periodically issuing long-term debt, short-term debt, common stock and preferred securities to maintain desired capitalization ratios. Over the long term, Xcel Energy's equity investments in and acquisitions of nonregulated projects are expected to be financed at the nonregulated subsidiary level from internally generated funds or the issuance of subsidiary debt. Financing requirements for the nonregulated projects, in excess of equity contributions from partners, are expected to be fulfilled through project or subsidiary debt. Decommissioning expenses not funded by an external trust will be financed through a combination of internally generated funds, long-term debt and common stock. In addition, Seren is evaluating various financing options, including equity financing to third parties and project-secured debt. The financing needs are subject to continuing review and can change depending on market and business conditions and changes, if any, in the construction programs and other capital requirements of the Xcel Energy and its subsidiaries.

Registration Statements

    Effective at the time of the merger, Xcel Energy's Articles of Incorporation were amended to increase the authorized shares of common stock from 350 million to 1 billion. As of Dec. 31, 1999, Xcel Energy had approximately 335 million shares of common stock outstanding. In addition, Xcel Energy's Articles of Incorporation authorize the issuance of 7 million shares of $100 par value preferred stock. As of Dec. 31, 1999, Xcel Energy has 1,050,000 shares of preferred stock outstanding.

    PSCo has an effective shelf registration statement under which $300 million of senior debt securities are available for issuance.

    During the second half of 2000, NSP-Minnesota plans to file a $400 million universal debt shelf registration.

    During 1999, NSP-Wisconsin filed a shelf registration with the SEC to issue up to $80 million of long-term debt. NSP-Wisconsin currently expects to issue between $50 million and $80 million of unsecured long-term debt during 2000, primarily to reduce short-term debt levels.

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    In December 1999, NRG filed a shelf registration with the SEC to issue up to $500 million of unsecured debt. NRG expects to issue debt under this filing during 2000 for general corporate purposes, which may include financing development and construction of new facilities, additions to working capital and financing capital expenditures and pending or potential acquisitions. In addition to NRG corporate debt, NRG Northeast Generating LLC (N.E. Generating), a wholly owned subsidiary of NRG, issued $750 million of bonds in February 2000 to pay down short-term borrowings and reduce NRG's corporate debt issued to fund N.E. Generating (see Note 2 to the Supplemental Consolidated Financial Statements).

Short-Term Borrowing Arrangements

    Xcel Energy plans to secure various credit lines and borrowing arrangements subsequent to its creation in 2000. Until then, subsidiary credit facilities will provide financing to meet Xcel Energy's short-term capital requirements.

    At the end of 1999, 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 did not borrow or issue any letters of credit against this facility in 1998 or 1999.

    PSCo and its subsidiaries have available committed lines of credit to meet their short-term cash requirements. PSCo and its subsidiaries have a credit facility with several banks which provides $300 million in committed bank lines of credit and is used primarily to support the issuance of commercial paper by PSCo and PSCCC, and to provide for direct borrowings thereunder. The facility expires Nov. 17, 2000. Additionally, PSCo has a credit facility, which provides $300 million in committed lines of credit and expires on June 23, 2000. As of Dec. 31, 1999, PSCo had used $355.6 million of the total capacity available under its committed lines of credit. Generally, the banks participating in the credit facility would have no obligation to continue their commitments if there has been a material adverse change in the consolidated financial condition, operations, business or otherwise that would prevent PSCo and its subsidiaries from performing their obligations under these credit facilities. Individual PSCo arrangements for uncommitted bank lines of credit totaled $150 million at Dec. 31, 1999, none of which were used or outstanding.

    PSCCC may periodically issue medium-term notes to supplement the financing or purchase of PSCo's customer accounts receivable and fossil fuel inventories. As of Dec. 31, 1999, PSCCC had issued and had outstanding $100 million in medium-term notes. The level of financing of PSCCC is tied directly to daily changes in the level of PSCo's outstanding customer accounts receivable and monthly changes in fossil fuel inventories and will vary minimally from year to year although seasonal fluctuations in the level of assets will cause corresponding fluctuations in the level of associated financing.

    SPS has two credit facilities, which provide $250 million in committed bank lines of credit, each with a commitment termination date of Feb. 22, 2000. As of Dec. 31, 1999, SPS had used $181 million of the total capacity available under its committed lines of credit.

    At the end of 1999, banks provided $550 million of credit lines to NRG. At Dec. 31, 1999, NRG had borrowed $340 million against these lines.

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO XCEL ENERGY INC.:

    We have audited the consolidated balance sheets of New Century Energies, Inc. (a Delaware corporation) and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999 (not presented herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New Century Energies, Inc. and its subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with generally accepted accounting principles.

    We have also made a similar audit of the accompanying supplemental consolidated balance sheets and statements of capitalization of Xcel Energy Inc. and subsidiaries at December 31, 1999 and 1998, and the related supplemental consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999. The supplemental consolidated financial statements give retroactive effect to the merger between New Century Energies, Inc. and Northern States Power Company on August 18, 2000, which has been accounted for as a pooling of interests as described in Note 1. These supplemental financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these supplemental financial statements based on our audit.

    We did not audit the financial statements of Northern States Power Company included in the supplemental consolidated financial statements on Xcel Energy Inc., which statements reflect total assets and revenues constituting 54% percent and 50% percent, respectively, in 1999 and 49% percent and 47% percent, respectively, in 1998 and total revenues constituting 47% percent in 1997 of the related supplemental consolidated totals. These statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Northern States Power Company, is based solely upon the report of the other auditors.

    We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.

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    In our opinion, based upon our audit and the report of the other auditors, the supplemental consolidated financial statements referred to above present fairly, in all material respects, the financial position of Xcel Energy Inc. and its subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, after giving retroactive effect to the merger between New Century Energies, Inc. and Northern States Power Company as described in Note 1, all in conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP   
ARTHUR ANDERSEN LLP

Denver, Colorado,
August 18, 2000.

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Report of Independent Accountants

To the Shareholders of

Northern States Power Company:

    In our opinion, the consolidated balance sheets and statements of capitalization as of December 31, 1999 and 1998 and the related consolidated statements of income, of common stockholders' equity and of cash flows for each of the three years in the period ended December 31, 1999 of Northern States Power Company and its subsidiaries (not presented separately herein) present fairly, in all material respects, the financial position, results of operations and cash flows of Northern States Power Company and its subsidiaries at December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
January 31, 2000, except as to Note 2,
which is as of February 22, 2000

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XCEL ENERGY INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME

(Thousands of Dollars, Except per Share Data)

See Notes to Supplemental Consolidated Financial Statements

17

XCEL ENERGY INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

See Notes to Supplemental Consolidated Financial Statements

18

XCEL ENERGY INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS

Thousands of Dollars

See Notes to the Supplemental Consolidated Financial Statements.

19

XCEL ENERGY INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(Thousands of Dollars)