Document
 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended Dec. 31, 2016

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

For the transition period from           to

Commission file number:  1-3034
 
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:


New Century Energies, Inc.
Employees’ Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees

and

New Century Energies, Inc.
Employee Investment Plan for Bargaining Unit Employees and
Former Non-Bargaining Unit Employees
 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


XCEL ENERGY INC.
414 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55401
(612) 330-5500









 
 
 
 
 



TABLE OF CONTENTS

 
 
Page(s)
Financial Statements
 
 
 
 
 
 
 
 
New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (BU Savings Plan)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Century Energies, Inc. Employee Investment Plan For Bargaining Unit Employees and Former Non-Bargaining Unit Employees (EIP Savings Plan)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-
 
 
 
 
 
Supplemental Schedules:
 
 
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
Exhibits
 
 
 
 
 
 
 

Note:  All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Trustees and Participants of
New Century Energies, Inc. Employees’ Savings and
Stock Ownership Plan for Bargaining Unit Employees and
Former Non-Bargaining Unit Employees
Minneapolis, Minnesota

We have audited the accompanying statements of net assets available for benefits of the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (the "Plan") as of December 31, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.



/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
June 28, 2017


3

Table of Contents

NEW CENTURY ENERGIES, INC.
EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

Statements of Net Assets Available for Benefits
 
 
Dec. 31, 2016
 
Dec. 31, 2015
Assets
 
 
 
 
Investments at fair value:
 
 
 
 
General investments (Note 6)
 
$
348,971,529

 
$
335,499,320

Value of interest in Master Trust (Note 4, 6 and 7)
 
82,077,030

 
82,042,680

Total investments
 
431,048,559

 
417,542,000

 
 
 
 
 
Receivables:
 
 
 
 
Xcel Energy contributions (Note 3 and 7)
 
8,200,921

 
7,954,064

Participant contributions (Note 3)
 
5,980

 

Notes receivable from participants (Note 8)
 
6,173,661

 
6,649,213

Total receivables
 
14,380,562

 
14,603,277

 
 
 
 
 
Net assets available for benefits
 
$
445,429,121

 
$
432,145,277


The accompanying notes are an integral part of the financial statements


4

Table of Contents

NEW CENTURY ENERGIES, INC.
EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

Statements of Changes in Net Assets Available for Benefits
 
 
Year Ended Dec. 31
 
 
2016
 
2015
Contributions:
 
 
 
 
Xcel Energy
 
$
8,200,921

 
$
7,954,064

Participants
 
17,888,000

 
16,850,333

Total contributions
 
26,088,921

 
24,804,397

 
 
 
 
 
Investment income:
 
 

 
 

Plan interest in income from Master Trust (Note 4)
 
13,514,120

 
2,586,907

Interest and dividends
 
9,994,004

 
11,356,954

Net appreciation (depreciation) in fair value of interest in mutual funds, self-directed brokerage accounts, and collective trusts
 
16,597,671

 
(10,911,797
)
Total investment income
 
40,105,795

 
3,032,064

 
 
 
 
 
Interest on notes receivable from participants
 
273,325

 
290,572

 
 
 
 
 
Benefits paid to participants
 
(52,883,632
)
 
(41,570,674
)
Administrative expenses (Note 1)
 
(300,565
)
 
(269,106
)
 
 
 
 
 
Net increase (decrease) in net assets available for benefits
 
13,283,844

 
(13,712,747
)
 
 
 
 
 
Net assets available for benefits at beginning of year
 
432,145,277

 
445,858,024

Net assets available for benefits at end of year
 
$
445,429,121

 
$
432,145,277

 
The accompanying notes are an integral part of the financial statements


5

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Participants of
New Century Energies, Inc. Employee Investment Plan
for Bargaining Unit Employees and
Former Non-Bargaining Unit Employees
Minneapolis, Minnesota

We have audited the accompanying statements of net assets available for benefits of the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (the "Plan") as of December 31, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.



/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
June 28, 2017


6

Table of Contents

NEW CENTURY ENERGIES, INC.
EMPLOYEE INVESTMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

Statements of Net Assets Available for Benefits
 
 
Dec. 31, 2016
 
Dec. 31, 2015
Assets
 
 
 
 
Investments at fair value:
 
 
 
 
General investments (Note 6)
 
$
57,537,908

 
$
50,893,012

Value of interest in Master Trust (Note 4 and 6)
 
44,283,804

 
40,528,356

Total investments
 
101,821,712

 
91,421,368

 
 
 
 
 
Receivables:
 
 
 
 
Xcel Energy contributions (Note 3)
 
1,855,036

 
1,660,096

Notes receivable from participants (Note 8)
 
3,158,700

 
2,928,220

Total receivables
 
5,013,736

 
4,588,316

 
 
 
 
 
Net assets available for benefits
 
$
106,835,448

 
$
96,009,684


The accompanying notes are an integral part of the financial statements


7

Table of Contents

NEW CENTURY ENERGIES, INC.
EMPLOYEE INVESTMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

Statements of Changes in Net Assets Available for Benefits
 
 
Year Ended Dec. 31
 
 
2016
 
2015
Contributions:
 
 
 
 
Xcel Energy
 
$
1,855,036

 
$
1,660,096

Participants
 
5,122,658

 
4,810,851

Total contributions
 
6,977,694

 
6,470,947

 
 
 
 
 
Transfer of Plan assets (Note 1)
 

 
(126,046
)
 
 
 
 
 
Investment income:
 
 

 
 

Plan interest in income from Master Trust (Note 4)
 
6,854,204

 
1,451,376

Interest and dividends
 
1,227,284

 
1,197,033

Net appreciation (depreciation) in fair value of interest in mutual funds, self-directed brokerage accounts, and collective trusts
 
3,209,452

 
(1,445,928
)
Total investment income
 
11,290,940

 
1,202,481

 
 
 
 
 
Interest on notes receivable from participants
 
131,850

 
123,103

 
 
 
 
 
Benefits paid to participants
 
(7,450,326
)
 
(8,083,604
)
Administrative expenses (Note 1)
 
(124,394
)
 
(114,068
)
 
 
 
 
 
Net increase (decrease) in net assets available for benefits
 
10,825,764

 
(527,187
)
 
 
 
 
 
Net assets available for benefits at beginning of year
 
96,009,684

 
96,536,871

Net assets available for benefits at end of year
 
$
106,835,448

 
$
96,009,684

 
The accompanying notes are an integral part of the financial statements


8

Table of Contents

NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR
BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
and
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT
EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES

NOTES TO THE FINANCIAL STATEMENTS
 
1.    DESCRIPTION OF PLANS

The following includes a brief description of the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (BU Savings Plan) and the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (EIP Savings Plan), collectively the “Plans.” Participants should refer to their respective Plan Document or Summary Plan Description for more complete information.  The notes to the financial statements generally apply to the Plans and specific disclosures are presented to address matters for individual plans, where applicable.

General The Plans are employee benefit plans which provide eligible employees of participating subsidiaries of Xcel Energy Inc. (Xcel Energy or the Company) the opportunity to contribute to a qualified retirement savings plan.  Each Plan also provides for the ownership of Xcel Energy common stock through employee contributions and employer matching contributions, as applicable.  The Plans are defined contribution plans and include an employee stock ownership plan.  Each Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

For the EIP Savings Plan, Xcel Energy pays the employer match contribution in cash. These investments are being made directly into the funds elected by the participants.

For the BU Savings Plan, Xcel Energy began paying the employer match contribution in cash, instead of Xcel Energy common stock, effective for the 2015 contribution paid in 2016. Xcel Energy had previously determined employee and employer contributions that were used to purchase common stock as non-participant directed investments until they were reinvested in other investment elections by the participant.

Plan and Trust Management – The plan administrator of each Plan is appointed by the Xcel Energy Board of Directors and has authority to control and manage the operation and administration of each Plan.  Each Plan’s assets are held by a trustee under a separate trust agreement as adopted or amended by Xcel Energy.  Each Plan’s assets invested in Xcel Energy common stock are held in the Xcel Energy Stock Fund within the Master Trust. See Note 4 for further discussion. The Xcel Energy Stock Fund also holds an immaterial amount of cash equivalents for operational purposes. Each Plan values the individual participants’ accounts daily based on the current market value of each type of asset.  The Vanguard Group is the record keeper and Vanguard Fiduciary Trust Company (VFTC) serves as trustee for the Plans.

Transfer of Plan Assets – In 2015, participant assets of $126,046 were transferred from the EIP Savings Plan to the Xcel Energy 401(k) Savings Plan. They are reported on the Statements of Changes in Net Assets Available for Benefits. In 2016 and 2015, no participant assets were transferred from the BU Savings Plan. Assets are typically transferred amongst plans when a participant moves from one benefit plan to another within Xcel Energy.

Eligibility

BU Savings Plan
The BU Savings Plan allows for a regular, full-time employee covered by a collective bargaining agreement to become a participant of this Plan on or after the date the eligible employee first performs an hour of service for Xcel Energy, while a regular, part-time employee (one who works less than 40 hours per week) must complete one year and 1,000 hours of service to become eligible. Certain former non-bargaining unit employees (i.e., employees who terminated or retired before July 1, 1998) continue to participate in the BU Savings Plan.

EIP Savings Plan
The EIP Savings Plan allows for a regular, full-time employee covered by a collective bargaining agreement to enroll in the Plan as soon as it is administratively feasible following their date of hire.  Certain former non-bargaining unit employees (i.e., employees who terminated or retired before July 1, 1998) continue to participate in the EIP Savings Plan.


9

Table of Contents

Employee and Employer Contributions – Each Plan allows participants to contribute a portion of their pre-tax compensation and allows for a discretionary employer matching contribution (see Note 3). The BU Savings Plan also allows employee after-tax contributions. The EIP Savings Plan allows Roth 401(k) after-tax contributions.

Vesting – Employee contributions, matching contributions made by Xcel Energy and earnings in each Plan are immediately vested.

Distributions

BU Savings Plan
Benefits are distributed upon retirement, termination of employment, total disability, or death (payable to beneficiary) in the form of a single lump sum or rollover to an IRA or another employer’s qualified plan.  

EIP Savings Plan
Benefits are distributed upon retirement, termination of employment, total disability, or death (payable to beneficiary) in the form of a single lump sum, rollover to an IRA or another employer’s qualified plan or installments.

For each of the Plans, if the total amount of the participant’s vested account balance exceeds $1,000, the participant may defer distribution until age 70½, unless the participant consents in writing to an earlier date.  If the total amount is less than $1,000, the Plan Administrator may schedule a payment date and the amount will be distributed as soon as it is administratively possible. All vested account balances remaining in the Plans after the participant decides to terminate employment with Xcel Energy for any reason, will be invested in the funds of the participant’s choice.  The participant will continue to receive their share of investment earnings and dividend distributions until the account is completely distributed.

Participant Accounts – For both Plans, each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and allocations of Plan earnings or losses.  Allocations are based on the number of participant shares that make up participant account balances.

Plan Termination – While Xcel Energy expects to continue the Plans, it reserves the right at its sole and absolute discretion to amend, modify, change or terminate the Plans or any other benefit plan Xcel Energy may currently provide. Xcel Energy makes no commitments or representations concerning the continuation of these Plans. If Xcel Energy were to terminate the Plans, assets would be distributed in accordance with ERISA guidelines.

Administrative Expenses – Xcel Energy pays certain administrative expenses of the Plans. Certain investment advisory, trustee and recordkeeping fees are paid by the Plans or by the participant.  Certain non-Vanguard fund asset based fees are paid by the participant or respective fund company.  The Vanguard Brokerage Option annual account maintenance fee and the annual plan recordkeeping fee are paid by the participant.  Loan set-up fees are paid by Xcel Energy under the BU Savings Plan.  Loan set-up fees and annual maintenance fees are paid by the participant under the EIP Savings Plan. In addition, an annual fixed administration fee is charged by Vanguard for both Plans.

Dividends

BU Savings Plan
Dividends earned on the common stock purchased with Xcel Energy contributions are paid quarterly to Plan participants in cash as a taxable distribution.  Dividends earned on the common stock purchased with employee contributions are automatically reinvested in the Xcel Energy Stock Fund held within the Master Trust and are considered taxable income when they are distributed from the Plan.

EIP Savings Plan
Participants can elect to receive their quarterly Xcel Energy common stock dividends in cash as a taxable distribution or to reinvest in the Xcel Energy Stock Fund held within the Master Trust.
 

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2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting – The accompanying financial statements of the Plans have been prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).
 
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period.  Actual results could differ from those estimates.
 
Risks and Uncertainties – The Plans provide for investment in a variety of investment funds.  Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk.  Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of the investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
 
Fair Value Measurements – The Plans present money market funds and mutual funds (registered investment companies), the Xcel Energy Stock Fund held within the Master Trust, collective trusts, and self-directed brokerage accounts investments at fair value in its financial statements.
 
The fair values of money market funds are based on quoted net asset value, calculated as $1 per share, and thus are included in the Fair Value hierarchy as Level 1 investments (see note 6).  The fair values of mutual funds and Xcel Energy common stock are based on quoted market prices.

Collective trusts consist of investments in retirement target date trusts, which have been assigned as Level 2, and are valued at the underlying investments’ net asset value at the close of the day multiplied by the number of shares in the fund. These assets did not have any unfunded commitments at Dec. 31, 2016, and 2015, and there are no restrictions on redemption.
 
The self-directed brokerage accounts are a fund option that allows participants to self-direct investments in a wider variety of mutual funds, equity securities, and debt securities.  Within the self-directed brokerage accounts, the fair value of mutual funds and equity securities are based on quoted market prices, while the fair values of debt securities are based on market interest rate curves and recent trades of similarly rated securities.

Investments – The Plans’ net asset investments include money market funds, various mutual funds, collective trusts, a portion of the Master Trust, and self-directed brokerage accounts. Each participant elects the percentage of his or her account balance to be invested in each investment option.  Investment income includes interest and dividends.  Realized gains and losses on the sale of investments and unrealized gains or losses in the fair value of investments are shown as net appreciation (depreciation) in the fair value of investments. Total investment income is allocated to each fund based on the number of units in each fund. Security transactions are recognized on the trade date (the date the order to buy or sell is executed).  
 
Income Recognition – The difference between the fair value and the cost of investments, including realized and unrealized gains and losses, is reflected in the Statements of Changes in Net Assets Available for Benefits.  Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
 
Payment of Benefits – Benefit payments are recorded when paid.
 
Notes Receivable from Participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are recorded as deemed distributions based on the terms of the Plan document.


11

Table of Contents

Recently Issued Accounting Pronouncements

Classification and Measurement of Financial Instruments – In January 2016, the Financial Accounting Standards Board (FASB) issued Recognition and Measurement of Financial Assets and Financial Liabilities, Subtopic 825-10 (Accounting Standards Update (ASU) 2016-01), which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for fiscal years beginning after Dec. 15, 2018. The Plans are currently evaluating the impact of adopting ASU 2016-01 on the Plans’ financial statements.

Recently Adopted Accounting Pronouncements
 
Fair Value Measurement – In May 2015, the FASB issued Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent), Topic 820 (ASU No. 2015-07), which eliminates the requirement to categorize fair value measurements using NAV methodology in the fair value hierarchy. The guidance was implemented Jan. 1, 2016.

Plan Accounting – In July 2015, the FASB issued Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), (ASU No. 2015-12), which among other changes in accounting and disclosure requirements, eliminates the requirement to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by investment type. The guidance also simplifies the disaggregation requirements for investments that are measured using fair value. The guidance was implemented Jan. 1, 2016, and the implementation did not have a material impact on the Plans’ financial statements.

3.    PLAN FUNDING
 
Employee Contributions
 
BU Savings Plan
Participants may elect to contribute up to 20 percent of their annual compensation in pre-tax contributions and up to 8 percent in after-tax contributions.  The combination of pre-tax contributions up to $18,000 in 2016 and 2015, and after-tax contributions cannot exceed 20 percent of their annual compensation.  Employees who are age 50 or older during the Plan year may make additional pre-tax (catch-up) contributions up to $6,000 in 2016 and 2015. The Plan is required to make corrective distributions when the IRS limits are exceeded due to excess deferrals, excess contributions and excess annual additions, which are returned to employees during the subsequent Plan year.
 
EIP Savings Plan
Participants may elect to make either regular 401(k) pre-tax deferrals, Roth 401(k) after-tax deferrals or a combination of both not to exceed 30 percent of their base pay or $18,000 in 2016 and 2015.  Employees who are age 50 or older during the Plan year, may make additional catch-up contributions (pre-tax and/or Roth) up to $6,000 in 2016 and 2015.  The Plan is required to make corrective distributions when the IRS limits are exceeded due to excess deferrals, excess contributions and excess annual additions, which are returned to employees during the subsequent Plan year.
 
The EIP Savings Plan has an automatic enrollment program for newly hired/rehired full-time employees in regular status.  Eligible employees who do not make an affirmative election or do not waive participation in the Plan within 30 days from date of hire/rehire are automatically enrolled at an initial percentage of base pay (4 percent pre-tax in 2016 and 2015), contribution rates are automatically increased each year by 1 percent (capped at 10 percent), and their accounts are automatically invested in an age-appropriate target-date fund for immediate diversification.  Participants who are automatically enrolled can opt out of the default options and make their own independent choices at any time.
 

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Employer Contributions
 
BU Savings Plan
Xcel Energy may contribute cash or shares of Xcel Energy stock as a matching contribution equal to 100 percent of the first 3 percent, and 50 percent of the next 4 percent of a participant’s pre-tax contribution during the Plan year.  All employees participating in the Plan are eligible for the matching contribution, regardless of their employment status at year-end.  Employer contributions may be made at any time during the Plan year or after its close, but not later than 60 days after the close of the Plan year. The 2016 employer contributions were paid in February 2017. The number of shares of common stock contributed, if applicable, is determined by using Xcel Energy’s average common stock price for the Plan year, and each participant’s annual contribution and compensation eligible for a match as defined in the Plan Document.
 
EIP Savings Plan
Xcel Energy may contribute cash or shares of Xcel Energy stock as a matching contribution equal to 50 percent of the first 8 percent of base pay contributed by the participant on a pre-tax and/or Roth 401(k) after-tax basis during the Plan year.  All employees participating in the Plan are eligible for a matching contribution, regardless of their employment status at year-end.  Matching contributions are allocated after the close of the Plan year, typically during the first quarter. The 2016 employer contributions were paid in February 2017.  The number of shares of common stock contributed, if applicable, is determined by using Xcel Energy’s average common stock price for the Plan year, and each participant’s annual contribution and compensation eligible for a match as defined in the Plan Document.
 
Investment of Employee and Employer Contributions – Participants may invest their contributions among the various investment funds offered by the Plans. Any dividends and interest earned on their investments will be reinvested in each of those same investments automatically.  For the 2016 and 2015 Plan years, Xcel Energy matching contributions made to the BU Savings Plan and the EIP Savings Plan were paid in cash and invested in accordance with the participant’s investment election.

4.    INTEREST IN MASTER TRUST
 
The value of each Plan’s interest in the Master Trust is based on the beginning of the year value of the interest in the Master Trust plus actual contributions, transfers and allocated investment income or loss less actual distributions and allocated administrative expenses. Investment income and administrative expenses related to the Master trust are allocated to the individual plans based upon the daily valuation of the balances invested by each plan.

The net change in value from participation in the Master Trust is reported as one line item in the accompanying Statements of Changes in Net Assets Available for Benefits and each Plan’s interest in the Master Trust is reported as a single line item in the accompanying Statements of Net Assets Available for Benefits.

The BU Savings Plan’s interest in the Master Trust was approximately 1,999,928 shares, or 19.7 percent, and 2,264,496 shares, or 20.5 percent, at Dec. 31, 2016 and 2015, respectively. The EIP Savings Plan’s interest in the Master Trust was approximately 1,079,040 shares, or 10.7 percent, and 1,118,641 shares, or 10.1 percent at Dec. 31, 2016 and 2015, respectively. Interest in income from the Master Trust for the BU Savings Plan was 20.1 percent and 19.0 percent, respectively, as of and for the years ended Dec. 31, 2016 and 2015. Interest in income from the Master Trust for the EIP Savings Plan was 10.2 percent and 10.9 percent, respectively, as of and for the years ended Dec. 31, 2016 and 2015. The Plan has an undivided interest in each security in the Master Trust.
 
A summary of the net assets of the Master Trust as of Dec. 31, 2016 and 2015 are summarized below:
 
 
2016
 
2015
Investments at fair value:
 
 
 
 
Xcel Energy Stock Fund
 
$
415,588,745

 
$
400,791,266

 
 
 
 
 
BU Savings Plan value of interest in Master Trust
 
$
82,077,030

 
$
82,042,680

 
 
 
 
 
EIP Savings Plan value of interest in Master Trust
 
$
44,283,804

 
$
40,528,356

 

 

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Table of Contents

Master Trust income for the years ended Dec. 31, 2016, and 2015 is as follows:
 
 
2016
 
2015
Total interest, dividend and other income
 
$
14,274,470

 
$
14,719,316

Realized and unrealized gain (loss) in Xcel Energy Stock Fund
 
52,793,462

 
(1,350,658
)
Total Master Trust net gain
 
$
67,067,932

 
$
13,368,658

 
 
 
 
 
BU Savings Plan interest in income from Master Trust
 
$
13,514,120

 
$
2,586,907

 
 
 
 
 
EIP Savings Plan interest in income from Master Trust
 
$
6,854,204

 
$
1,451,376


The BU Savings Plan interest in income from the Master Trust of $13,514,120 includes interest and dividend income of $2,857,681 and appreciation of $10,656,439 for the year ended Dec. 31, 2016. For the year ended Dec. 31, 2015, interest in income from the Master Trust of $2,586,907 includes interest and dividend income of $3,065,716 and depreciation of $(478,809).

The EIP Savings Plan interest in income from the Master Trust of $6,854,204 includes interest and dividend income of $1,483,113 and appreciation of $5,371,091 for the year ended Dec. 31, 2016. For the year ended Dec. 31, 2015, interest in income from the Master Trust of $1,451,376 includes interest and dividend income of $1,544,928 and depreciation of $(93,552).

 
5.    FEDERAL INCOME TAX STATUS

The Internal Revenue Service (IRS) has determined and informed Xcel Energy by letters dated March 24, 2017 and March 13, 2017, respectively, that the BU Savings Plan and the EIP Savings Plan meet the requirements of Section 401(a) of the Internal Revenue Code (IRC) of 1986, as amended. Xcel Energy believes that the Plans are currently designed and being operated in compliance with the applicable requirements of the IRC and the Plans continues to be tax-exempt.  Therefore, no provision for income taxes has been included in the financial statements of the Plans.

The Plans’ management evaluates tax positions taken by the Plan and recognizes a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrators have analyzed the tax positions taken by the Plans, including the assertion that the Plans are exempt from income tax, and has not identified any uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements as of Dec. 31, 2016 and 2015. The Plans are subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The statute of limitations applicable to the Plans’ 2013 federal tax returns expires in October 2017.
 
6.    FAIR VALUE MEASUREMENTS
 
The accounting guidance for fair value measurements and disclosures provides a single definition of fair value and requires certain disclosures about assets and liabilities measured at fair value. A hierarchal framework for disclosing the observability of the inputs utilized in measuring assets and liabilities at fair value was established by this guidance. The three levels in the hierarchy are as follows:
 
Level 1 – Quoted prices are available in active markets for identical assets as of the reporting date. The types of assets included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as listed mutual funds and money market funds.
 
Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reporting date.  The types of assets included in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, as is the case with preferred stock. The Retirement Target Date Trusts are collective trusts which are not actively traded on an exchange.
 
Level 3 – Significant inputs to pricing have little or no observability as of the reporting date.  The types of assets included in Level 3 are those with inputs requiring significant management judgment or estimation.
 

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The following tables present, for each of these hierarchy levels, the Plans’ assets that are measured at fair value on a recurring basis:
BU Savings Plan
 
Dec. 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
Mutual Funds
 
$
268,187,398

 
$

 
$

 
$
268,187,398

Collective Trusts
 

 
42,457,296

 

 
42,457,296

Self-Directed Brokerage Accounts
 
6,200,825

 

 

 
6,200,825

Money Market Funds
 
32,126,010

 

 

 
32,126,010

Plan Interest in Master Trust:
 
 
 
 
 
 
 
 
Xcel Energy Stock Fund
 
82,077,030

 

 

 
82,077,030

Total
 
$
388,591,263

 
$
42,457,296

 
$

 
$
431,048,559


 
 
Dec. 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
Mutual Funds
 
$
257,606,518

 
$

 
$

 
$
257,606,518

Collective Trusts
 

 
37,867,665

 

 
37,867,665

Self-Directed Brokerage Accounts
 
9,631,663

 
7,090

 

 
9,638,753

Money Market Funds
 
30,386,384

 

 

 
30,386,384

Plan Interest in Master Trust:
 
 
 
 
 
 
 
 
Xcel Energy Stock Fund
 
82,042,680

 

 

 
82,042,680

Total
 
$
379,667,245

 
$
37,874,755

 
$

 
$
417,542,000


EIP Savings Plan
 
Dec. 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
Mutual Funds
 
$
41,188,124

 
$

 
$

 
$
41,188,124

Collective Trusts
 

 
12,105,842

 

 
12,105,842

Self-Directed Brokerage Accounts
 
170,432

 

 

 
170,432

Money Market Funds
 
4,073,510

 

 

 
4,073,510

Plan Interest in Master Trust:
 
 
 
 
 
 
 
 
Xcel Energy Stock Fund
 
44,283,804

 

 

 
44,283,804

Total
 
$
89,715,870

 
$
12,105,842

 
$

 
$
101,821,712


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Table of Contents


 
 
Dec. 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
Mutual Funds
 
$
36,362,524

 
$

 
$

 
$
36,362,524

Collective Trusts
 

 
9,792,205

 

 
9,792,205

Self-Directed Brokerage Accounts
 
109,072

 

 

 
109,072

Money Market Funds
 
4,629,211

 

 

 
4,629,211

Plan Interest in Master Trust:
 
 
 
 
 
 
 
 
Xcel Energy Stock Fund
 
40,528,356

 

 

 
40,528,356

Total
 
$
81,629,163

 
$
9,792,205

 
$

 
$
91,421,368


For the years ended Dec. 31, 2016 and 2015, there were no transfers in or out of Levels 1 or 2.
 
7.    NON-PARTICIPANT DIRECTED INVESTMENTS

BU Savings Plan
For the BU Savings Plan, Xcel Energy began paying the employer match contribution in cash, instead of Xcel Energy common stock, effective for the 2015 contribution paid in 2016. The Xcel Energy contribution receivable of $8,416,598 at the beginning of 2015 was paid in shares of company stock during the year. Accordingly, all assets are considered participant directed as of Dec. 31, 2015 (Note 1).

EIP Savings Plan
The EIP Savings Plan employer match is settled in cash instead of Xcel Energy common stock for all employee groups included in the Plan. Accordingly, all assets are considered participant directed (Note 1).
 
8.    NOTES RECEIVABLE FROM PARTICIPANTS

The Plans allow participants to borrow against funds held in their account in any amount greater than $1,000 but less than 50 percent of the participant’s vested account balance.  In no event can a participant borrow more than $50,000 less the participant’s highest outstanding loan balance during the preceding 12 months.  Only one outstanding loan is permitted at any time and may not exceed a period of 5 years for a general-purpose loan or 15 years for a principal residence loan.  The loan shall bear a rate of interest equal to the prime rate in effect on the first business day of the month in which the loan request is approved plus one percent, and stays in effect until the loan is repaid. Repayment of the loan plus interest is made through automatic payroll deductions and is credited to each participant’s account as paid. If a participant retires or terminates employment for any reason, the outstanding loan balance must be repaid within 90 days from the date of termination, unless the participant elects to continue making monthly installment payments in accordance with the procedures established by the Plan Administrator.  For the BU Savings Plan, interest rates on outstanding loans at Dec. 31, 2016 range from 4.25 percent to 6.25 percent with maturities ranging from 2017 to 2031.  Interest rates on outstanding loans at Dec. 31, 2015 range from 4.25 percent to 6.25 percent with maturities ranging from 2016 to 2030. For the EIP Savings Plan, interest rates on outstanding loans at Dec. 31, 2016 range from 4.25 percent to 8.25 percent with maturities ranging from 2017 to 2031.  Interest rates on outstanding loans at Dec. 31, 2015 range from 4.25 percent to 8.25 percent with maturities ranging from 2016 to 2030.
 

9.    EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
The Plans’ investments include shares of Xcel Energy common stock.  For the BU Savings Plan, on the Statement of Net Assets Available for Benefits, the value of interest in Master Trust included dividends declared and payable to the Plan of $679,975 at Dec. 31, 2016, and $724,639 at Dec. 31, 2015.  For the EIP Savings Plan, on the Statement of Net Assets Available for Benefits, the value of interest in Master Trust included dividends declared and payable to the Plan of $366,874 at Dec. 31, 2016, and $357,965 at Dec. 31, 2015.
 

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Table of Contents

The Plans also invest in shares of mutual funds and collective trusts managed by an affiliate of VFTC.  VFTC acts as trustee for only those investments as defined by the Plans.  Transactions in such investments qualify as party-in-interest transactions that are exempt from the prohibited transaction rules.  The BU Savings Plan incurred fees for investment management and recordkeeping services of $300,565 for the year ended Dec. 31, 2016, and $269,106 for the year ended Dec. 31, 2015.  The EIP Savings Plan incurred fees for investment management and recordkeeping services of $124,394 for the year ended Dec. 31, 2016, and $114,068 for the year ended Dec. 31, 2015.

10.    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
 
The following is a reconciliation of net assets available for benefits and net increase in net assets available for benefits per the financial statements to net assets and net income per the Form 5500 as of Dec. 31, 2016 and 2015, and for the years ended Dec. 31, 2016 and 2015, as applicable:

BU Savings Plan:
 
 
2016
 
2015
Net assets available for benefit per the financial statements
 
$
445,429,121

 
$
432,145,277

Deemed distributions of participant loans
 
(14,156
)
 
(6,835
)
Net assets available for benefit per the Form 5500
 
$
445,414,965

 
$
432,138,442


 
 
2016
 
2015
Increase (decrease) in net assets available for benefit per the financial statements
 
$
13,283,844

 
$
(13,712,747
)
Deemed distributions activity
 
(7,321
)
 
9,107

Net income per the 5500
 
$
13,276,523

 
$
(13,703,640
)

EIP Savings Plan:
 
 
2016
 
2015
Net assets available for benefit per the financial statements
 
$
106,835,448

 
$
96,009,684

Deemed distributions of participant loans
 
(4,580
)
 
(4,580
)
Net assets available for benefit per the Form 5500
 
$
106,830,868

 
$
96,005,104


 
 
2016
 
2015
Increase (decrease) in net assets available for benefit per the financial statements
 
$
10,825,764

 
$
(527,187
)
Transfer of Plan Assets
 

 
126,046

Deemed distributions activity
 

 

Net income per the 5500
 
$
10,825,764

 
$
(401,141
)



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Table of Contents

NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR BARGAINING UNIT  EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
Schedule 1
(EIN: 41-0448030) (Plan #005)
 
 
 
Form 5500, Schedule H, Part IV, Line 4i
 
Schedule of Assets (Held at Year End) as of Dec. 31, 2016
 
 
Identity of Issue
Investment Type
 
Current Value
*
Vanguard PRIMECAP Fund Admiral Shares
Registered Investment Company
 
$
90,362,616

*
Plan's Interest in Master Trust
Master Trust
 
82,077,030

*
Vanguard Wellington Fund Admiral Shares
Registered Investment Company
 
48,779,864

*
Vanguard Institutional Index Fund Plus Shares
Registered Investment Company
 
33,015,100

*
Vanguard Federal Money Market Fund
Money Market Fund
 
32,126,010

*
Vanguard Total Bond Market Index Fund Institutional Plus Shares
Registered Investment Company
 
29,030,399

*
Vanguard Developed Markets Index Fund Institutional Plus Shares
Registered Investment Company
 
20,587,808

*
Vanguard Mid-Cap Index Fund Institutional Plus Shares
Registered Investment Company
 
14,117,112

*
Vanguard Target Retirement 2020 Trust I
Common/Collective Trust
 
11,135,584

*
Vanguard Small-Cap Index Fund Institutional Plus Shares
Registered Investment Company
 
8,813,599

*
Vanguard Inflation-Protected Securities Fund Institutional Shares
Registered Investment Company
 
6,686,672

*
PIMCO Total Return Fund Institutional Class
Registered Investment Company
 
6,597,898

*
Vanguard Value Index Fund Institutional Shares
Registered Investment Company
 
6,255,029

*
Self-Directed Brokerage Accounts
Self-Directed Brokerage
 
6,200,825

*
Vanguard Target Retirement 2035 Trust I
Common/Collective Trust
 
4,866,840

*
Vanguard Target Retirement 2015 Trust I
Common/Collective Trust
 
4,863,993

*
Vanguard Target Retirement 2025 Trust I
Common/Collective Trust
 
4,832,702

*
Vanguard Emerging Markets Stock Index Fund Admiral Shares
Registered Investment Company
 
3,941,301

*
Vanguard Target Retirement 2045 Trust I
Common/Collective Trust
 
3,670,568

*
Vanguard Target Retirement 2040 Trust I
Common/Collective Trust
 
2,878,268

*
Vanguard Target Retirement Income Trust I
Common/Collective Trust
 
2,847,107

*
Vanguard Target Retirement 2010 Trust I
Common/Collective Trust
 
2,260,728

*
Vanguard Target Retirement 2050 Trust I
Common/Collective Trust
 
2,233,104

*
Vanguard Target Retirement 2030 Trust I
Common/Collective Trust
 
1,943,310

*
Vanguard Target Retirement 2055 Trust I
Common/Collective Trust
 
695,818

*
Vanguard Target Retirement 2060 Trust I
Common/Collective Trust
 
229,274

 
Total Investments
 
 
$
431,048,559

 
 
 
 
 
*
Notes Receivable from Participants, less Deemed Distributions
4.25%-6.25% with maturities ranging from 2017 thru 2031
 
$
6,159,505

*
Party in Interest
 
 
 
 
See accompanying Report of Independent Registered Public Accounting Firm


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Table of Contents

NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER NON-BARGAINING UNIT EMPLOYEES
Schedule 1
(EIN: 41-0448030) (Plan #006)
 
 
 
Form 5500, Schedule H, Part IV, Line 4i
 
Schedule of Assets (Held at Year End) as of Dec. 31, 2016
 
 
Identity of Issue
Investment Type
 
Current Value
*
Plan's interest in Master Trust
Master Trust
 
$
44,283,804

*
Vanguard Institutional Index Fund Plus Shares
Registered Investment Company
 
7,801,823

*
Vanguard Developed Markets Index Fund Institutional Plus Shares
Registered Investment Company
 
6,077,390

*
Vanguard Wellington Fund Admiral Shares
Registered Investment Company
 
5,590,432

*
Vanguard Total Bond Market Index Fund Institutional Plus Shares
Registered Investment Company
 
5,455,775

*
Vanguard PRIMECAP Fund Admiral Shares
Registered Investment Company
 
4,495,729

*
Vanguard Mid-Cap Index Fund Institutional Plus Shares
Registered Investment Company
 
4,099,250

*
Vanguard Federal Money Market Fund
Money Market Fund
 
4,073,510

*
Vanguard Value Index Fund Institutional Shares
Registered Investment Company
 
3,016,095

*
Vanguard Target Retirement 2020 Trust I
Common/Collective Trust
 
1,889,768

*
Vanguard Small-Cap Index Fund Institutional Plus Shares
Registered Investment Company
 
1,868,393

*
Vanguard Target Retirement 2025 Trust I
Common/Collective Trust
 
1,759,114

*
Vanguard Target Retirement 2030 Trust I
Common/Collective Trust
 
1,473,492

*
Vanguard Target Retirement 2050 Trust I
Common/Collective Trust
 
1,413,760

*
Vanguard Target Retirement 2045 Trust I
Common/Collective Trust
 
1,381,110

*
Vanguard Target Retirement 2040 Trust I
Common/Collective Trust
 
1,215,090

*
Vanguard Emerging Markets Stock Index Fund Institutional Shares
Registered Investment Company
 
1,090,403

*
Vanguard Target Retirement 2035 Trust I
Common/Collective Trust
 
1,059,400

*
PIMCO Total Return Fund Institutional Class
Registered Investment Company
 
955,304

*
Vanguard Target Retirement 2055 Trust I
Common/Collective Trust
 
819,973

*
Vanguard Target Retirement 2015 Trust I
Common/Collective Trust
 
740,963

*
Vanguard Inflation-Protected Securities Fund Institutional Shares
Registered Investment Company
 
737,530

*
Vanguard Target Retirement Income Trust I
Common/Collective Trust
 
183,697

*
Self-Directed Brokerage Accounts
Self-Directed Brokerage
 
170,432

*
Vanguard Target Retirement 2060 Trust I
Common/Collective Trust
 
121,897

*
Vanguard Target Retirement 2010 Trust I
Common/Collective Trust
 
47,578

 
Total Investments
 
 
$
101,821,712

 
 
 
 
 
*
Notes Receivable from Participants, less Deemed Distributions
4.25%-8.25% with maturities ranging from 2017 thru 2031
 
$
3,154,120

*
Party in Interest
 
 
 

See accompanying Report of Independent Registered Public Accounting Firm


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Table of Contents

XCEL ENERGY INC.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Xcel Energy Inc. has duly caused this annual report on Form 11-K to be signed on its behalf by the undersigned, thereunto duly authorized on June 28, 2017.
 
NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND
STOCK OWNERSHIP PLAN FOR BARGAINING UNIT EMPLOYEES
AND FORMER NON-BARGAINING UNIT EMPLOYEES
 
NEW CENTURY ENERGIES, INC. EMPLOYEE INVESTMENT
PLAN FOR BARGAINING UNIT EMPLOYEES AND FORMER
NON-BARGAINING UNIT EMPLOYEES

 
By
/s/ Jeffrey S. Savage
 
 
Senior Vice President, Controller
 
 
Member, Pension Trust Administration Committee


20