e11vk
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

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

For the Fiscal Year Ended Dec. 31, 2003

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

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

Commission file number 001-03034

XCEL ENERGY INC.

(Name of issuer of the securities held pursuant to the plan)

800 Nicollet Mall
Minneapolis, Minn. 55402
(Address of principal executive offices)

 


TABLE OF CONTENTS

         
    Page(s)

Financial Statements

       
       
    2  
    3  
    4  
       
    5  
    6  
    7  
    8-14  
       
-BU Savings Plan (Schedules 1-2)
    15-16  
-EIP Savings Plan (Schedules 3-4)
    17-18  
    19  
       
 Exhibit 23.01: Consent of Ind Reg Pub Acctg Firm

1


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of net assets available for benefits of New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees as of December 31, 2003 and 2002, 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. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ DELOITTE AND TOUCHE LLP

June 11, 2004

2


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,

                 
    2003
  2002
ASSETS:
               
Investments, at fair value:
               
Xcel Energy Common Stock fund (notes 1, 5 and 10)
               
Participant directed
  $ 8,012,039     $ 4,378,451  
Non-participant directed
    45,103,356       28,681,202  
 
   
 
     
 
 
 
    53,115,395       33,059,653  
Investments in registered investment companies:
               
Vanguard PRIMECAP fund
    80,669,887       60,474,791  
Vanguard Wellington fund
    39,455,674       34,893,891  
Vanguard 500 Index fund
    15,735,619       11,341,072  
Vanguard Total Bond Market Index fund
    14,869,168       16,109,231  
American Century Value fund
    3,906,736       3,065,887  
American Funds EuroPacific Growth fund
    2,381,698       1,890,120  
American Funds SMALLCAP World fund
    2,386,905       1,443,075  
 
   
 
     
 
 
 
    159,405,687       129,218,067  
Investments in common/collective trusts:
               
Vanguard Retirement Savings Trust fund
    36,149,275       35,948,844  
 
Participant loans (note 6)
    5,654,184       5,978,200  
 
   
 
     
 
 
Total investments
    254,324,541       204,204,764  
 
   
 
     
 
 
Receivables:
               
Xcel Energy contributions (notes 1 and 3)
    6,145,542       3,959,914  
Employee contributions (notes 1 and 3)
          343,495  
Dividend receivable
    586,522       563,517  
 
   
 
     
 
 
Total receivables
    6,732,064       4,866,926  
 
Total assets
    261,056,605       209,071,690  
 
   
 
     
 
 
Net assets available for benefits
  $ 261,056,605     $ 209,071,690  
 
   
 
     
 
 

See Notes to Financial Statements

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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DEC. 31,

                 
    2003
  2002
Net investment (loss)/income:
               
Interest and dividend income
  $ 6,315,996     $ 7,422,023  
Interest income on participant loans
    332,297       377,509  
Net (depreciation)/appreciation in fair value of:
               
Xcel Energy Common Stock fund (note 10)
    18,258,298       (44,180,861 )
Registered investment companies
    32,480,518       (30,997,926 )
Common/collective trusts
          783  
 
   
 
     
 
 
 
    57,387,109       (67,378,472 )
Contributions:
               
Xcel Energy contributions
    6,145,542       3,956,308  
Participant contributions
    10,207,099       10,552,740  
 
   
 
     
 
 
 
    16,352,641       14,509,048  
Withdrawals, distributions and expenses:
               
Distributions to participants – cash and common stock
    (19,739,047 )     (16,530,295 )
Dividends paid to participants
    (2,015,788 )     (3,447,239 )
 
   
 
     
 
 
 
    (21,754,835 )     (19,977,534 )
Net increase/(decrease) in net assets available for benefits
    51,984,915       (72,846,958 )
 
Net assets available for benefits at beginning of year
  $ 209,071,690     $ 281,918,648  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 261,056,605     $ 209,071,690  
 
   
 
     
 
 

See Notes to Financial Statements

4


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

New Century Energies Employee Investment Plan
  For Bargaining Unit Employees and
  Former Non-Bargaining Unit Employees

We have audited the accompanying statements of net assets available for benefits of New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees as of December 31, 2003 and 2002, 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. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ DELOITTE AND TOUCHE LLP

June 11, 2004

5


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,

                 
    2003
  2002
ASSETS:
               
Investments, at fair value:
               
Xcel Energy Common Stock fund (notes 1, 5 and 10):
               
Participant directed
  $ 19,906,474     $ 12,337,090  
Non-participant directed
    11,145,066       7,249,246  
 
   
 
     
 
 
 
    31,051,540       19,586,336  
Investments in registered investment companies:
               
Vanguard PRIMECAP fund
    719,425       375,914  
Vanguard Wellington fund
    250,006       157,267  
Vanguard 500 Index fund
    484,171       237,677  
Vanguard Total Bond Market Index fund
    459,325       438,290  
American Century Value fund
    2,143,772       1,643,297  
American Funds EuroPacific Growth fund
    801,091       563,065  
American Funds SMALLCAP World fund
    72,638       38,106  
 
   
 
     
 
 
 
    4,930,428       3,453,616  
Investment in common/collective trusts:
               
Vanguard Retirement Savings Trust fund
    347,190       255,266  
 
   
 
     
 
 
Total investments
    36,329,158       23,295,218  
 
   
 
     
 
 
Receivables:
               
Xcel Energy contributions (notes 1 and 3)
    117,760       280,759  
Employee contributions (notes 1 and 3)
          88,746  
Dividend receivable
    342,884       333,858  
 
   
 
     
 
 
Total receivables
    460,644       703,363  
 
   
 
     
 
 
Total assets
    36,789,802       23,998,581  
 
   
 
     
 
 
Net assets available for benefits
  $ 36,789,802     $ 23,998,581  
 
   
 
     
 
 

See Notes to Financial Statements

6


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
FOR THE YEARS ENDED DEC. 31,

                 
    2003
  2002
Net investment income:
               
Interest and dividend income
  $ 1,452,519     $ 1,976,444  
Net (depreciation)/appreciation in fair value of:
               
Xcel Energy Common Stock fund (note 10)
    10,637,978       (26,903,919 )
Registered investment companies
    925,596       (621,096 )
Common/collective trusts
    4,177        
 
   
 
     
 
 
 
    13,020,270       (25,548,571 )
Contributions:
               
Xcel Energy contributions
    451,329       1,001,490  
Participant contributions
    2,223,740       2,434,489  
 
   
 
     
 
 
 
    2,675,069       3,435,979  
Withdrawals, distributions and expenses:
               
Distributions to participants — cash and common stock
    (1,563,575 )     (2,686,343 )
Dividends paid to participants
    (1,340,543 )     (2,165,840 )
 
   
 
     
 
 
 
    (2,904,118 )     (4,852,183 )
 
   
 
     
 
 
Net increase/(decrease) in net assets available for benefits
    12,791,221       (26,964,775 )
 
Net assets available for benefits at beginning of year
  $ 23,998,581     $ 50,963,356  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 36,789,802     $ 23,998,581  
 
   
 
     
 
 

See Notes to Financial Statements

7


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 FINANCIAL STATEMENTS

1.   DESCRIPTION OF PLANS
 
    The following includes plan descriptions of the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (BU Savings Plan) and the New Century Energies, Inc. Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees (EIP Savings Plan). The BU Savings Plan and EIP Savings Plan are collectively known as the “Plans”. Participants should refer to each Plan’s agreement and to the “Prospectus and Supplemental Summary Plan Description Report” for a more complete description of each Plan’s provisions. The Notes to Financial Statements generally apply to both plans and specific disclosures are presented to address matters for individual plans, where applicable.
 
    On Aug. 18, 2000 Northern States Power Co. (NSP) and New Century Energies, Inc. (NCE) merged and formed Xcel Energy Inc. (Xcel Energy).
 
    General - The Plans are employee benefit plans which provide eligible employees of participating subsidiaries of Xcel Energy the opportunity to participate in tax deferred savings plans. Each plan also provides for the ownership of Xcel Energy common stock through employee contributions and employer matching contributions. The Plans are defined contribution plans and the BU Savings Plan includes an employee stock ownership plan. Each Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    Plan and Trust Management – The Plan Administrator of each plan is appointed by Xcel Energy’s Board of Directors and has authority to control and manage the operation and administration of each plan. The Plans’ assets are held by a trustee under a trust agreement(s) as adopted or amended by Xcel Energy. Each plan values the individual participants’ accounts daily based on the current market value of each type of asset. The Vanguard Group is the recordkeeper and Vanguard Fiduciary Trust Co. is the trustee for the Plans.
 
    Participation -
 
    BU Savings Plan
 
    The BU Savings Plan allows for a full-time employee covered by a collective bargaining agreement to become a participant of this plan on or after the date the full-time employee first performs an hour of service for Xcel Energy, while a 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. substantially employees who terminated or retired before July 1, 1998) continue to participate in the BU Savings Plan. Temporary employees are not eligible to participate in the BU Savings Plan.

8


Table of Contents

    EIP Savings Plan
 
    The EIP Savings Plan allows for a full-time employee covered by a collective bargaining agreement to become a participant in this plan on or after the first day of the calendar quarter the employee completes one year of service. Certain former non-bargaining unit employees (i.e. substantially employees who terminated or retired before July 1, 1998) continue to participate in the EIP Savings Plan. Part-time and temporary employees are not eligible to participate in the EIP Savings Plan.
 
    Employee and Xcel Energy Contributions - Each plan allows participants to contribute a portion of their pre-tax compensation and allows for a discretionary Xcel Energy matching contribution (see Note 3). The BU Savings Plan also allows an after-tax contribution.
 
    Vesting - Employees in each plan are immediately vested in all contributions, their own as well as Xcel Energy matching contributions.
 
    Distributions - Distributions of the full balance of a participant’s accounts can only be made for the following reasons: 1) upon retirement, 2) upon total and permanent disability, 3) at death of a plan member (payment made to beneficiary), or 4) upon separation from Xcel Energy, including its participating subsidiaries.
 
    Members of these plans who become eligible for distributions will receive their vested account balances in the funds and Xcel Energy common stock shares already allocated to the member as soon as is practical following the receipt of completed forms by the recordkeeper. Certain payment elections can also be made by telephone or online. Any amount not invested in Xcel Energy common stock will be paid in cash. For the BU Savings Plan, Xcel Energy common stock can be transferred in shares, or cash, or a combination of both (all fractional shares will be paid in cash). For the EIP Savings Plan, Xcel Energy common stock can be transferred in shares (fractional shares paid in cash).
 
    For each plan, if the total amount of the member’s vested account exceeds $5,000, such plan cannot make a distribution until the member reaches age 65, unless the member consents in writing to an earlier date. If the total amount is less than $5,000, the amount will be distributed as soon as administratively possible.
 
    All vested account balances remaining in these plans after the member decides to terminate employment with Xcel Energy for any reason, will be invested in the funds of the member’s choice (except that Xcel Energy contributions will continue to be held in the Xcel Energy Common Stock fund). For the BU Savings Plan which provides for participant loans (see Note 6), the member will not be eligible for loans or withdrawals. If the member has an outstanding loan when they or their beneficiary are to receive a distribution, the loan balance will be deducted from their distribution. The member will continue to receive their share of investment earnings and dividend distributions until the account is completely distributed.
 
    Participants who are age 55 or older and who have completed at least ten years of participation in the Plan may elect to diversify a portion of their Xcel Energy common stock fund investment held in an Employee Stock Ownership Program as allowed in the Internal Revenue Code (IRC).
 
    Termination of the Plans – While Xcel Energy expects to continue the Plans, it reserves the right in its sole and absolute discretion to amend, modify, change or terminate these plans or any other benefit plan Xcel Energy may currently provide. Xcel Energy makes no commitments or representations concerning the continuation of these Plans. If Xcel Energy were to terminate the Plans, assets would be distributed in accordance with ERISA.
 
    Administrative Expenses – Xcel Energy pays certain administrative expenses of the Plans. Certain investment advisory, trustee and recordkeeping fees are paid by the Plans.

9


Table of Contents

    Dividends -
 
    BU Savings Plan
 
    For the BU Savings Plan, dividends earned on the common stock purchased with Xcel Energy contributions are distributed quarterly to these plan participants in cash and are taxed to the participants as ordinary dividend income. Dividends earned on the common stock purchased with employee contributions are automatically reinvested in the common stock fund and are considered taxable income when they are distributed from the BU Savings Plan.
 
    EIP Savings Plan
 
    For the EIP Savings Plan, dividends earned on the common stock purchased with Xcel Energy and employee contributions are distributed quarterly to these plan participants in cash and are taxed to the participants as ordinary dividend income.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting - The accompanying financial statements of each plan have been prepared under the accrual method of accounting.
 
    Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
 
    Investment Valuation and Income Recognition - Registered Investment Companies - The investments of the Plans are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by these plans at year-end. Xcel Energy’s common stock is valued at its quoted market price. The change in the difference between fair value and the cost of investments, including realized gains and losses and unrealized appreciation (depreciation) is reflected in the statements of changes in net assets available for benefits.
 
    Investment Valuation and Income Recognition - Common/Collective Trusts - The Vanguard Retirement Savings Trust fund invests mainly in guaranteed investment contracts and alternative investment contracts. These contracts are carried in the Vanguard Retirement Savings Trust fund’s audited financial statements at fair value, which approximates contract value. The investment in the Vanguard Retirement Savings Trust fund in the accompanying financial statements is valued at the appropriate plan’s proportionate interest in the fund as of the financial statement date. Interest rates earned on the investment change daily. In general, the investments in this fund are of a high credit quality and short-term average maturities.
 
    Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date.
 
    Payment of Benefits – Benefit disbursements are recorded when paid.
 
3.   PLAN FUNDING
 
    Employee and Xcel Energy Contributions (EIP Savings Plan) - Participants may elect to contribute (in multiples of 1 percent) up to 15 percent of their pre-tax annual compensation, as defined in the EIP Savings Plan. On Aug. 1, 2003, a “catch-up” contribution feature was added to the EIP Savings Plan. Participants age 50 or older, or turning 50 during the plan year, may make additional pre-tax contributions (subject to an annual dollar

10


Table of Contents

    limit) in excess of the plan limit or statutory limit. Xcel Energy, at its discretion, may make matching contributions and/or additional discretionary contributions to this plan each plan quarter in cash or shares of Xcel Energy’s common stock. Xcel Energy contributions are subject to certain limitations. For the years ended Dec. 31, 2003 and 2002 Xcel Energy contributed amounts to this plan in accordance with the EIP Savings Plan agreement. Management considers dividends paid to participants on shares of Xcel Energy common stock, the tax savings resulting from these dividends and Xcel Energy matching contributions to this plan when determining the quarterly discretionary contribution. Xcel Energy’s contributions for a plan year may be made at any time during the plan year or soon after the end of the plan year.
 
    Participants may direct 100 percent of their rollover contributions. Until April 1, 2003, EIP Savings Plan participants could direct up to 25 percent of their pre-tax contributions and the Xcel Energy matching contributions. Beginning on April 1, 2003, participants can now direct 100 percent of their pre-tax contributions to any of the nine investment funds under the Plan. Effective with the 2003 plan year, all Xcel Energy matching contributions will be fully invested in the Xcel Energy Common Stock fund. Any dividends and interest earned on investments directed by participants will be reinvested in each of those same investments automatically. If participants did not select one of the investment options, all of their contributions will be invested in the Xcel Energy Common Stock fund.
 
    The Employee Investment Plan provides for two levels of discretionary Xcel Energy contributions: (1) matching contributions based on employee deferrals, and (2) contributions based on each eligible employee’s covered base pay. The amount of these contributions, if any, is based on the tax savings resulting from the Xcel Energy contribution and the payment of the pass through dividends, and is allocated to each eligible participant’s account on a quarterly basis. Xcel Energy contributions were approximately $0.5 million for the 2003 plan year and $1.0 million for the 2002 plan year. The reduction in the dividend rate on Xcel Energy common stock had a proportional effect on the amount of the 2003 Xcel Energy contributions.
 
    Employee Contributions (BU Savings Plan) - The BU Savings Plan allows employees to contribute (in multiples of 1 percent) between 1 percent and 15 percent of their annual compensation in pre-tax contributions and between 1 percent and 8 percent in after-tax contributions. The combination of pre-tax and after-tax contributions cannot exceed 15 percent. Contributions may be deferred for income tax purposes, up to the IRC Section 402(g) limit. On Aug. 1, 2003 a “catch-up” contribution feature was added to the BU Savings Plan. Participants age 50 or older, or turning 50 during the plan year, may make additional pre-tax contributions (subject to an annual dollar limit) in excess of the plan limit or statutory limit. A member can change their percentage of authorized compensation to be contributed to the plan on a daily basis, to become effective the first day of the payroll period following receipt of the change by The Vanguard Group.
 
    Xcel Energy Contributions (BU Savings Plan) - Xcel Energy may contribute cash or shares of common stock of Xcel Energy to the BU Savings Plan. Xcel Energy’s contributions for a plan year may be made at any time during the plan year or soon after the end of the plan year. Xcel Energy contributed Xcel Energy common stock valued at approximately $6.1 million for the 2003 plan year and approximately $4.0 million for the 2002 plan year. The number of shares of common stock contributed was determined using Xcel Energy’s average common stock price for the plan year, and each participant’s annual contribution eligible for matching (100 percent of the first 3 percent, and 50 percent of the next 4 percent of a participant’s contribution).
 
4.   FEDERAL INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed Xcel Energy by letters dated Oct. 9, 2003 that the BU Savings Plan and the EIP Savings Plan are designed in accordance with applicable sections of the IRC. The EIP Savings Plan and the BU Savings Plan have been amended since receiving the determination letter; however, the Plan sponsor believes that they are currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been made in the EIP Savings Plan’s or BU Savings Plan’s financial statements.

11


Table of Contents

5.   NONPARTICIPANT – DIRECTED INVESTMENTS
 
    Information on the net assets and the significant components of the change in net assets available for benefits relating to each Plan’s nonparticipant – directed investment (Xcel Energy Common Stock fund) is shown below:
                 
    Dec. 31,
    2003
  2002
Net Assets:
               
BU Savings Plan
               
Xcel Energy Common Stock fund
  $ 45,103,356     $ 28,681,202  
Xcel Energy contribution receivable
    6,145,542       3,959,914  
 
   
 
     
 
 
 
  $ 51,248,898     $ 32,641,116  
 
   
 
     
 
 
EIP Savings Plan:
               
Xcel Energy Common Stock fund
  $ 11,145,066     $ 7,249,246  
Xcel Energy contribution receivable
    115,268       251,717  
 
   
 
     
 
 
 
  $ 11,260,334     $ 7,500,963  
 
   
 
     
 
 
                 
    For the year ended Dec. 31, 2003
    BU Savings   EIP Savings
    Plan
  Plan
Changes in Net Assets Available for Benefits:
               
Net appreciation in fair value of investments
  $ 15,736,317     $ 3,853,246  
Contributions
    6,145,542       451,329  
Withdrawals, distributions and expenses
    (3,227,659 )     (562,482 )
Transfers to participant-directed investments, net
    (46,418 )     17,278  
 
   
 
     
 
 
Net increase
  $ 18,607,782     $ 3,759,371  
 
   
 
     
 
 

6.   PARTICIPANT LOANS
 
    BU Savings Plan
 
    A participant may elect to borrow funds from their account in any amount greater than $1,000, but less than 50 percent of the participant’s pre-tax account balance. In no event can a member borrow more than $50,000, minus the participant’s highest outstanding loan balance in the previous 12 months. Loans are for a period not to exceed 5 years for non-home loans or 15 years for home loans. The loans bear interest at a rate determined by Xcel Energy based on prevailing market rates. A participant can only have one loan outstanding at a time. Repayment of the loans, plus interest, is credited to each participant’s account, as paid.
 
7.   RELATED PARTY TRANSACTIONS
 
    Certain investments of the Plans are shares of Xcel Energy Common Stock. Also, certain investments of the Plans are shares of common/collective trust funds and short-term investments managed by Vanguard Fiduciary Trust. Vanguard is the trustee as defined by the Plans. These transactions are considered exempt party-in-interest transactions.

12


Table of Contents

8.   RISKS AND UNCERTAINTIES
 
    The Plans provide for investment in a variety of investment funds. Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of the investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
 
9.   SIGNIFICANT PLAN ASSETS
 
    At Dec. 31 the market value of each of the following investments was in excess of 5 percent of the Plans’ net assets:
                 
    2003
  2002
BU Savings Plan
               
Xcel Energy Common Stock (note 10)
  $ 52,857,210     $ 32,884,029  
Vanguard PRIMECAP fund
    80,669,887       60,474,791  
Vanguard Wellington fund
    39,455,674       34,893,891  
Vanguard 500 Index fund
    15,735,619       11,341,072  
Vanguard Total Bond Market Index fund.
    14,869,168       16,109,231  
Vanguard Retirement Savings Trust fund
    36,149,275       35,948,844  
EIP Savings Plan:
               
Xcel Energy Common Stock (note 10)
  $ 30,900,603     $ 19,482,287  
American Century Value fund
    2,143,772       1,643,297  

10.   XCEL ENERGY STOCK FUND

BU Savings Plan:

                                 
    2003   2002
    Employee   Employer   Employee   Employer
    directed
  directed
  directed
  directed
Shares of Xcel Energy common stock
    469,558       2,634,352       395,926       2,593,531  
Xcel Energy common stock
  $ 7,973,094     $ 44,884,116     $ 4,355,191     $ 28,528,838  
VGI prime money market
    48,809       274,768       17,242       112,942  
Receivables, payables and other
    (9,864 )     (55,528 )     6,018       39,422  
 
   
 
     
 
     
 
     
 
 
Total
  $ 8,012,039     $ 45,103,356     $ 4,378,451     $ 28,681,202  
 
   
 
     
 
     
 
     
 
 

EIP Savings Plan

                                 
    2003   2002
    Employee   Employer   Employee   Employer
    directed
  directed
  directed
  directed
Shares of Xcel Energy common stock
    1,166,650       653,174       1,115,596       655,521  
Xcel Energy common stock
  $ 19,809,711     $ 11,090,892     $ 12,271,551     $ 7,210,736  
VGI prime money market
    121,270       67,895       48,581       28,546  
Receivables, payables and other
    (24,507 )     (13,721 )     16,957       9,964  
 
   
 
     
 
     
 
     
 
 
Total
  $ 19,906,474     $ 11,145,066     $ 12,337,089     $ 7,249,246  
 
   
 
     
 
     
 
     
 
 

13


Table of Contents

11.   LEGAL CONTINGENCY
 
    On Sept. 23, 2002, Xcel Energy Inc. representatives were made aware of a complaint filed in Federal District Court for the District of Colorado (the “Complaint”). The Plaintiffs include two participants in the New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit Employees and the Xcel Energy 401(k) Savings Plan. The Complaint names as Defendants Xcel Energy Inc. as well as the Board of Directors and certain company officers. The Complaint also asserts that the Defendants breached their fiduciary duties under ERISA by; (a) investing an unreasonably large percentage of the Plan’s assets in company stock, (b) failing adequately to investigate and monitor the merits of the investments in company stock, (c) failing to take steps to eliminate or reduce the amount of company stock in the plans, (d) choosing to communicate with plan participants about these matters and then failing to give them accurate and adequate information, and (e) maintaining restrictions on the company stock held in the plans. As a result of such alleged violations, the Plaintiffs seek unspecified damages, including equitable relief, costs and attorney’s fees.
 
    Xcel Energy denies all allegations, and intends to defend itself vigorously on all accounts. Xcel Energy has successfully consolidated all suits in Federal District Court in Minnesota. Xcel Energy has filed motions for dismissal, and those motions were heard and decided in March 2004, denying the motions to dismiss in part and granting them in part.

14


Table of Contents

Schedule 1

NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES

Schedule of Assets (Held at Year End)
As of Dec. 31, 2003

New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030

Attachment to Form 5500, Schedule H, Line 4(i):

                     
Identity of Issue
  Investment Type
  Cost
  Current Value
American Century Value fund
  Registered Investment Co.   $ 3,346,763     $ 3,906,736  
American Funds EuroPacific Growth fund
  Registered Investment Co.     2,598,400       2,381,698  
American Funds SMALLCAP World fund
  Registered Investment Co.     2,691,166       2,386,904  
* Vanguard 500 Index fund
  Registered Investment Co.     13,781,251       15,735,619  
* Vanguard PRIMECAP fund
  Registered Investment Co.     61,961,770       80,669,887  
* Vanguard Total Bond Market Index fund
  Registered Investment Co.     14,491,271       14,869,168  
* Vanguard Wellington fund
  Registered Investment Co.     36,119,392       39,455,675  
* Vanguard Retirement Savings Trust
  Common/Collective Trust     36,149,275       36,149,275  
* Xcel Energy Inc. common stock in Xcel Energy stock fund
  Company Stock Fund     55,039,459       52,857,210  
* VGI money market in Xcel Energy stock fund
  Company Stock Fund     323,577       323,577  
* Receivables, payables, and other in Xcel Energy stock fund
  Company Stock Fund     (65,392 )     (65,392 )
* Loan fund
  5.00% - 7.83%           5,654,184  
 
       
 
     
 
 
 
      $ 226,436,932     $ 254,324,541  
 
       
 
     
 
 

*   Party in Interest

15


Table of Contents

Schedule 2

NEW CENTURY ENERGIES, INC. ESSOP FOR BARGAINING UNIT EMPLOYEES

Schedule of Reportable Transactions *
Year Ended Dec. 31, 2003

New Century Energies, Inc. ESSOP for Bargaining Unit Employees, EIN 41-0448030

Attachment to Form 5500, Schedule H, Line 4(j):

                                 
    Description of Asset                    
    (include interest rate and maturity in                   Historical Cost
Identity of Party Involved
  the case of a loan)
  Purchase Price
  Selling Price
  of Asset
The Vanguard Group
  Xcel Energy Inc. common stock   $ 7,713,171     $       $    
The Vanguard Group
  Xcel Energy Inc. common stock             5,915,726       6,535,558  

     

[Additional columns below]

[Continued from above table, first column(s) repeated]

                         
            Current Value of    
    Description of Asset   Asset on    
    (include interest rate and maturity in   Transaction   Historical Gain
Identity of Party Involved
  the case of a loan)
  Date
  (Loss)
The Vanguard Group
  Xcel Energy Inc. common stock   $ 7,713,171     $    
The Vanguard Group
  Xcel Energy Inc. common stock     5,915,726       (619,832 )

*   Transactions or a series of transactions in excess of 5 percent of the current value of the Plan’s assets as of the beginning of the plan year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.

16


Table of Contents

Schedule 3

NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES

Schedule of Assets (Held at Year End)
As of Dec. 31, 2003

New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030

Attachment to Form 5500, Schedule H, Line 4(i):

                     
Identity of Issue
  Investment Type
  Cost
  Current Value
American Century Value Fund
  Registered Investment Company   $ 1,842,686     $ 2,143,772  
American Funds EuroPacific Gro
  Registered Investment Company     886,382       801,091  
SMALLCAP World
  Registered Investment Company     77,060       72,639  
* Vanguard 500 Index Inv
  Registered Investment Company     490,564       484,171  
* Vanguard PRIMECAP Fund
  Registered Investment Company     707,677       719,425  
* Vanguard Total Bond Mkt Index
  Registered Investment Company     450,963       459,325  
* Vanguard Wellington Inv
  Registered Investment Company     240,803       250,006  
* Vanguard Retirement Savings Trust
  Common/Collective Trust     347,189       347,189  
* Xcel Energy Inc. common stock in Xcel Energy stock fund
  Company Stock Fund     34,586,378       30,900,603  
* VGI money market in Xcel Energy stock fund
  Company Stock Fund     189,165       189,165  
* Receivables, payables, and other in Xcel Energy stock fund
  Company Stock Fund     (38,228 )     (38,228 )
 
       
 
     
 
 
Total assets held for investment purposes
      $ 39,780,639     $ 36,329,158  
 
       
 
     
 
 

*   Party in Interest

17


Table of Contents

Schedule 4

NEW CENTURY ENERGIES, INC. EIP FOR BARGAINING UNIT EMPLOYEES

Schedule of Reportable Transactions *
Year Ended Dec. 31, 2003

New Century Energies, Inc. EIP for Bargaining Unit Employees, EIN 41-0448030

Attachment to Form 5500, Schedule H, Line 4(j):

                                 
    Description of Asset                    
    (include interest rate and maturity in                   Historical Cost
Identity of Party Involved
  the case of a loan)
  Purchase Price
  Selling Price
  of Asset
The Vanguard Group
  Xcel Energy Inc. common stock   $ 1,340,543     $       $    
The Vanguard Group
  Xcel Energy Inc. common stock             1,340,543       1,340,543  
The Vanguard Group
  Xcel Energy Inc. common stock     2,638,503                  
The Vanguard Group
  Xcel Energy Inc. common stock             1,808,715       2,463,274  

     

[Additional columns below]

[Continued from above table, first column(s) repeated]

                         
            Current Value of    
    Description of Asset   Asset on    
    (include interest rate and maturity in   Transaction   Historical Gain
Identity of Party Involved
  the case of a loan)
  Date
  (Loss)
The Vanguard Group
  Xcel Energy Inc. common stock   $ 1,340,543     $    
The Vanguard Group
  Xcel Energy Inc. common stock     1,340,543        
The Vanguard Group
  Xcel Energy Inc. common stock     2,638,503          
The Vanguard Group
  Xcel Energy Inc. common stock     1,808,715       (654,559 )

*   Transactions or a series of transactions in excess of 5 percent of the current value of the Plan’s assets as of the beginning of the plan year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.

18


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, 2004.

     
 
  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/ PARKER W. NEWCOMB
 
  Parker W. Newcomb
  Vice President, Human Resources
  Member, Pension Trust Administration Committee

19


Table of Contents

Exhibit Index

     
Exhibit no.
  Description
23.01
  Consent of Ind Reg Pub Acctg Firm