Edgar Filing: XCEL ENERGY INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM U-5S

ANNUAL REPORT

For the year ended December 31, 2003

Filed pursuant to the Public Utility Holding Company Act of 1935

XCEL ENERGY, INC.
800 NICOLLET MALL
SUITE 3000
MINNEAPOLIS, MN 55402

TABLE OF CONTENTS

Item 1 - System Companies and Investments Therein as of December 31, 2003

Item 2 - Acquisitions or Sales of Utility Assets

Item 3 - Issue, Sale, Pledge, Guarantee or Assumption of System Securities

Item 4 - Acquisition, Redemption or Retirement of System Securities

Item 5 - Investments in Securities of Nonsystem Companies

Item 6 - Officers and Directors

Item 7 - Contributions and Public Relations

Item 8 - Service, Sales and Construction Contracts

Item 9 - Wholesale Generators and Foreign Utility Companies

Item 10 - Financial Statements and Exhibits

Signature

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON ISSUER'S OWNER'S BRIEF
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER BOOK VALUE BOOK VALUE DESCRIPTION
---------------------------------------------- ------------ ----------------------- ----------- ---------- ------------------------
(in thousands)

XCEL ENERGY INC. (XCEL ENERGY) Holding Company
Cheyenne Light, Fuel and Power Co. (Cheyenne) 100 100% by Xcel Energy 33,883 33,883 Public utility (gas &
electric)
Cheyenne had $26,175,000 in net borrowings from the Money Pool at a rate of 1.02% at 12/31/03
Northern States Power Co., a Minnesota Corp.
(NSP-Minnesota) 1,000,000 100% by Xcel Energy 1,808,855 1,808,855 Public utility (gas &
electric)
NSP-Minnesota had $58,000,000 in short-term debt outstanding to Xcel Energy at an average rate of 4.08% at 12/31/03
NSP-Minnesota had $1,304,000 in short-term borrowings outstanding from UP&L at an average rate of 4.88% at 12/31/03
NSP Financing II* Inactive 100% by NSP-Minnesota Inactive Inactive Inactive

NSP Nuclear Corp. 40 100% by NSP-Minnesota 3,000 3,000 Holds NSP-Mn's interest
in Nuclear Management
Co. LLC

Nuclear Management Co. LLC (NMC) (2) 20% by NSP Nuclear Corp. 16,757 3,351 Operates Monticello and
Prairie Island nuclear
generating plants
NMC renewed its 364-day revolving credit agreement for $30,000,000 with LaSalle Bank in Chicago during 2003;
expiration date 05/2004

Private Fuel Storage LLC (6) (2) 30.9% by NSP Nuclear Corp. NA NA Develop private
temporary spent nuclear
fuel storage facility
United Power and Land Co. (UP&L) 40,200 100% by NSP-Minnesota 9,269 9,269 Holds non-utility real
estate
UP&L had $1,304,000 in short-term borrowings due
from Xcel Energy at an average rate of 4.88% at
12/31/03

Northern States Power Co., a Wisconsin Corp.
(NSP-Wisconsin) 933,000 100% by Xcel Energy 425,151 425,151 Public utility (gas &
electric)
Chippewa and Flambeau Improvement Co. 8,345 75.86% by NSP-Wisconsin 1,036 786 Operates hydro
reservoirs in
Wisconsin
Clearwater Investments, Inc. (Clearwater Inv) 100 100% by NSP-Wisconsin 2,432 2,432 Owns interests in
affordable housing
projects
CMS LLC (2) 33.3% by Clearwater Inv 65 (2) Owns interests in
affordable housing
projects
Plover LLC (2) 10% by Clearwater Inv 477 477 Owns interests in
affordable housing
projects
Shoe Factory Holdings LLC (2) 100% by Clearwater Inv 968 968 Owns interests in
affordable housing
projects
Woodsedge Eau Claire LP (2) 98% by Clearwater Inv 910 25 Owns interests in
affordable housing
projects

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NSP Land Inc.s 100 100% by NSP-Wisconsin 437 437 Holds non-utility real
estate in Wisconsin
Prescott Development LLC* Inactive 33.3% by NSP Lands Inc. Inactive Inactive Inactive
Public Service Co. of Colorado (PSCo) 100 100% by Xcel Energy 2,139,968 2,139,968 Public utility (gas,
electric & thermal)
PSCo had $8,830,000 in short-term borrowings outstanding from PSR Investments at an average rate of 2.85% at 12/31/03
1480 Welton Inc. 6,500 100% by PSCo 10,681 10,681 Holds real estate
Baugh Lateral Ditch Co. (1) 29.06% by PSCo (1) (1) Cooling water for
generating facilities
Beeman Ditch Co. (1) 46.26% by PSCo (1) (1) Cooling water for
generating facilities
Consolidated Extension Canal Co. 20 53.55% by PSCo (1) (1) Cooling water for
generating facilities
East Boulder Ditch Co. 10.600258 88.67% by PSCo (1) (1) Cooling water for
generating facilities
Enterprise Irrigating Ditch Co. 11.95 27.16% by PSCo (1) (1) Cooling water for
generating facilities
Fisher Ditch Co. (1) 22.02% by PSCo (1) (1) Cooling water for
generating facilities
Green and Clear Lakes Co. 2,500 100% by PSCo (1) (1) Water storage for Cabin
Creek Hydroelectric
facility
Hillcrest Ditch and Reservoir Co. 140 77.78% by PSCo (1) (1) Cooling water for
generating facilities
Jones and Donnelly Ditch Co. (1) 43.11% by PSCo (1) (1) Cooling water for
generating facilities
Las Animas Consolidated Canal Co. 430.329 76.57% by PSCo (1) (1) Cooling water for
generating facilities
PSR Investments Inc. 363,190 100% by PSCo (1) (1) Owns certain life
insurance policies
acquired prior to 1986
PSR Investments had $8,830,000 in short-term borrowings due from PSCo at an average rate of 2.85% at 12/31/03
United Water Co. 979.375 84.19% by PSCo (1) (1) Cooling water for
generating facilities
Southwestern Public Service Co. (SPS) 100 100% by Xcel Energy Public utility
(electric)
WestGas InterState Inc. 60,000 100% by Xcel Energy 510 510 Natural gas
transmission company

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON ISSUER'S OWNER'S BRIEF
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER BOOK VALUE BOOK VALUE DESCRIPTION
---------------------------------------------- ------------ ----------------------- ---------- ---------- -------------------------
(in thousands)

Intermediate holding
company for subsidiaries
providing broadband
Xcel Energy Communications Group Inc. (Xcel Comm) 100 100% by Xcel Energy 272,741 272,741 telecommunications and
related services
Xcel Comm had $228,000 in intercompany short-term debt outstanding to Xcel Energy at an average rate of 1.24% at 12/31/03
Xcel Comm had $1,605,000 in intercompany short-term debt outstanding to NCE Comm at an average rate of 1.24% at 12/31/03
NCE Communications Inc. (NCE Comm) 100 100% by Xcel Comm No operations
NCE Comm had $1,605,000 in intercompany short-term debt outstanding from Xcel Comm at an average rate of 1.24% at 12/31/03
Northern Colorado Telecommunications LLC (2) 53.75% by NCE Comm 12,971 9,311 Telecommunications
Seren Innovations Inc. 760 100% by Xcel Comm 264,921 264,921 Provides cable, telephone
and high speed internet
access system
Xcel Energy Foundation NA 100% by Xcel Energy NA NA Charitable activities
Xcel Energy International Inc. (Xcel Intl) 100 100% by Xcel Energy 39,372 39,372 Intermediate holding
company for international
subsidiaries
Xcel Intl had $32,300,000 in intercompany short-term debt outstanding to Xcel Energy at an average rate of 1.24% at 12/31/03
Xcel Intl had $32,427,194 in intercompany short-term debt outstanding from Xcel Argentina at an average rate of 1.24% at
12/31/03

Ekibastus Power Development Ltd. (2) 100% by Xcel Intl 2,500 2,500 Company holds coal
equipment
Independent Power Americas Inc.* Inactive 100% by Xcel Intl Inactive Inactive Inactive
Independent Power International Ltd.
(Indep Power Intl) (2) 100% by Xcel Intl 40 40 Holding company for
Independent Power UK
Limited
Independent Power UK Ltd. (2) 100% by Indep Power Intl (2) (2) Developed power plant
projects in the UK
Xcel Energy Argentina Inc. (Xcel
Argentina)(3) 100 100% by Xcel Intl 22,494 22,494 Holds CIESA assets in
Argentina
Xcel Argentina had $32,427,194 in intercompany short-term debt outstanding to Xcel Intl at an average rate of
1.24% at 12/31/03

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER
--------------------------------------------------------------------------------------------------

Corporacion Independiente de Energia SA (CIESA) (2) 100% by Xcel Argentina

Central Piedra Buena SA (2) 90% by CIESA
Hidroelectrica del Sur SA (Hidroelectrica del) (2) 60% by CIESA
Hidroelectrica Ameghino SA (2) 59% by Hidroelectrica del
Electrica del Sur SA (Electrica del) (2) 100% by CIESA
Energia del Sur SA (2) 40% by CIESA, 60% by Electrica del

IPC Operations Ltd. (2) 100% by Xcel Argentina

Xcel Energy Markets Holdings Inc. (Xcel Energy Mkts) 100 100% by Xcel Energy
Xcel Energy Mkts had $21,255,000 in intercompany short-term debt outstanding to Xcel Energy at
an average rate of 1.24% at 12/31/03
Xcel Energy Mkts had $11,490,000 in intercompany short-term debt outstanding to e prime at an
average rate of 1.24% at 12/31/03
e prime Inc. (e prime)* Inactive 100% by Xcel Energy Mkts

e prime had $11,490,000 in intercompany short-term debt outstanding to Xcel Energy Mkts at
an average rate of 1.24% at 12/31/03

Young Gas Storage Co. (Young Gas) 1,000 100% by e prime

Young Gas Storage Co. Ltd. NA 47.5% by Young Gas

Xcel Energy O&M Services Inc. 1000 100% by Xcel Energy

ISSUER'S OWNER'S BRIEF
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) BOOK VALUE BOOK VALUE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
(in thousands)

Corporacion Independiente de Energia SA (CIESA) 44,786 44,786 Holding company for Argentina assets

Central Piedra Buena SA 43,460 (2) Owns and operates a 620 MW power plant in Argentina
Hidroelectrica del Sur SA (Hidroelectrica del) 2,208 (2) Holding company
Hidroelectrica Ameghino SA (2) (2) Operates a 48 MW hydroelectric plant
Electrica del Sur SA (Electrica del) (1,017) (1,017) Holding company

Energia del Sur SA (2) (2) Operates a 76 MW power plant; currently shutdown for
potential maintenance

IPC Operations Ltd. (1,934) (1,934) Operates and manages three power plants in Argentina

Xcel Energy Markets Holdings Inc. (Xcel Energy Mkts) (7,524) (7,524) Intermediate holding company for subsidiaries
providing energy marketing services
Xcel Energy Mkts had $21,255,000 in intercompany short-term debt outstanding to Xcel Energy at
an average rate of 1.24% at 12/31/03
Xcel Energy Mkts had $11,490,000 in intercompany short-term debt outstanding to e prime at
an average rate of 1.24% at 12/31/03
e prime Inc. (e prime)* Inactive Inactive Inactive
e prime had $11,490,000 in intercompany short-term debt outstanding to Xcel Energy Mkts at
an average rate of 1.24% at 12/31/03

Young Gas Storage Co. (Young Gas) 3,279 3,279 Owns 47.5% interest in Young Gas Storage Company,
Ltd.

Young Gas Storage Co. Ltd. (2) (2) Owns and operates an underground gas storage
facility

Xcel Energy O&M Services Inc. NA NA Provide unregulated O&M services for gas
and electric distribution systems owned by others

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER
-------------------------------------------------------------------------------------------

Xcel Energy Retail Holdings Inc. (Xcel Retail) 100 100% by Xcel Energy
Xcel Retail had $16,730,000 in intercompany short-term debt outstanding to Xcel Energy at an average rate
of 1.24% at 12/31/03
Xcel Retail had $3,800,000 in intercompany short-term debt outstanding from e prime Energy Marketing Inc
at an average rate of 1.24% at 12/31/03
Xcel Retail had $20,286,785 in intercompany short-term debt outstanding from Planergy Intl at an average
rate of 1.24% at 12/31/03
Xcel Retail had $900,000 in intercompany short-term debt outstanding to Reddy Kilowatt Corp at an average
rate of 1.24% at 12/31/03
Xcel Retail had $1,120,000 in intercompany short-term debt outstanding from Xcel Energy-Cadence Inc at an
average rate of 1.24% at 12/31/03
Xcel Retail had $2,200,000 in intercompany short-term debt outstanding from Xcel Energy Performance
Contracting Inc at an average rate of 1.24% at 12/31/03
Xcel Retail had $4,708,000 in intercompany short-term debt outstanding to Xcel Energy Prod and Svcs at an
average rate of 1.24% at 12/31/03
Xcel Retail had $4,210,000 in intercompany short-term debt outstanding to XERS Inc at an average rate of
1.24% at 12/31/03
e prime Energy Marketing Inc. 100 100% by Xcel Retail
e prime Energy Marketing Inc had $3,800,000 in intercompany short-term debt outstanding from
Xcel Retail at an average rate of 1.24% at 12/31/03

e prime Florida Inc.* Inactive 100% by Xcel Retail
e prime Georgia Inc.* Inactive 100% by Xcel Retail
Planergy International Inc. (Planergy Intl) 1,000 100% by Xcel Retail
Planergy Intl had $20,286,785 in intercompany short-term debt outstanding to Xcel Retail at an
average rate of 1.24% at 12/31/03

Planergy Services Inc. (Planergy Svcs) 1,000 100% by Planergy Intl
Planergy Services of California Inc. 15,000 100% by Planergy Svcs
Planergy Capital Associates Inc. 1,500,000 100% by Planergy Svcs
Planergy Energy Services Corp. 25 100% by Planergy Svcs

Xcel Energy Retail Holdings Inc. (Xcel Retail) 10,926 10,926 Intermediate holding company for subsidiaries providing
services to retail customers
Xcel Retail had $16,730,000 in intercompany short-term debt outstanding to Xcel Energy at an average rate
of 1.24% at 12/31/03
Xcel Retail had $3,800,000 in intercompany short-term debt outstanding from e prime Energy Marketing Inc
at an average rate of 1.24% at 12/31/03
Xcel Retail had $20,286,785 in intercompany short-term debt outstanding from Planergy Intl at an average
rate of 1.24% at 12/31/03
Xcel Retail had $900,000 in intercompany short-term debt outstanding to Reddy Kilowatt Corp at an average
rate of 1.24% at 12/31/03
Xcel Retail had $1,120,000 in intercompany short-term debt outstanding from Xcel Energy-Cadence Inc at an
average rate of 1.24% at 12/31/03
Xcel Retail had $2,200,000 in intercompany short-term debt outstanding from Xcel Energy Performance
Contracting Inc at an average rate of 1.24% at 12/31/03
Xcel Retail had $4,708,000 in intercompany short-term debt outstanding to Xcel Energy Prod and Svcs at an
average rate of 1.24% at 12/31/03
Xcel Retail had $4,210,000 in intercompany short-term debt outstanding to XERS Inc at an average rate of
1.24% at 12/31/03
e prime Energy Marketing Inc. 8,568 8,568 Unregulated retail natural gas marketer
e prime Energy Marketing Inc had $3,800,000 in intercompany short-term debt outstanding from
Xcel Retail at an average rate of 1.24% at 12/31/03

e prime Florida Inc.* Inactive Inactive Inactive
e prime Georgia Inc.* Inactive Inactive Inactive
Planergy International Inc. (Planergy Intl) (17,157) (17,157) Intermediate holding company
Planergy Intl had $20,286,785 in intercompany short-term debt outstanding to Xcel Retail at an
average rate of 1.24% at 12/31/03

Planergy Services Inc. (Planergy Svcs) (2) (2) Energy services
Planergy Services of California Inc. (2) (2) Limit liability associated with borrowing agreements
Planergy Capital Associates Inc. (2) (2) Limit liability associated with borrowing agreements
Planergy Energy Services Corp. (2) (2) Limit liability associated with borrowing agreements

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER
-------------------------------------------------------------------------------------------------------------

Planergy Services of Houston Inc. 500 100% by Planergy Svcs
Planergy Services of Texas Inc. 500 100% by Planergy Svcs
Planergy Services USA Inc. 3,000 100% by Planergy Svcs
Planergy Inc. (Planergy) 875 100% by Planergy Intl
Planergy Limited 100 100% by Planergy
USA-Planergy LLC* Inactive 49% by Planergy
Reddy Kilowatt Corp. 13,435 100% by Xcel Retail
Reddy Kilowatt Corp had $900,000 in intercompany short-term debt outstanding from Xcel Retail at an
average rate of 1.24% at 12/31/03
Xcel Energy-Cadence Inc. 1,000 100% by Xcel Retail
Xcel Energy-Cadence Inc had $1,120,000 in intercompany short-term debt outstanding to Xcel Retail
at an average rate of 1.24% at 12/31/03
Cadence Network Inc. 3,375,000 22.22% by Xcel Energy-Cadence
Xcel Energy Performance Contracting Inc. (2) 100% by Xcel Retail
Xcel Energy Performance Contracting Inc had $2,200,000 in intercompany short-term debt outstanding
to Xcel Retail at an average rate of 1.24% at 12/31/03
Xcel Energy Products and Services Inc. (Xcel Prod and Svcs) 236.227 100% by Xcel Retail
Xcel Prod and Svcs had $4,708,000 in intercompany short-term debt outstanding from Xcel Retail at
an average rate of 1.24% at 12/31/03
Xcel Energy Wholesale Propane Inc.* Inactive 100% by Xcel Prod and Svcs
XERS Inc. 1,000 100% by Xcel Retail
XERS Inc had $4,210,000 in intercompany short-term debt outstanding from Xcel Retail at an average rate
of 1.24% at 12/31/03
Xcel Energy Services Inc. (Xcel Svcs) 1,000 100% by Xcel Energy
Xcel Svcs had $20,100,000 in intercompany short-term debt outstanding to Xcel Energy at an average
rate of 1.24% at 12/31/03

Planergy Services of Houston Inc. (2) (2) Limit liability associated with
borrowing agreements
Planergy Services of Texas Inc. (2) (2) Limit liability associated with
borrowing agreements
Planergy Services USA Inc. (2) (2) Limit liability associated with
borrowing agreements
Planergy Inc. (Planergy) (2) (2) Energy services
Planergy Limited Limit liability associated with
borrowing agreements
USA-Planergy LLC* Inactive Inactive Inactive
Reddy Kilowatt Corp. 5,175 5,175 Energy sales and marketing services
Reddy Kilowatt Corp had $900,000 in intercompany short-term debt outstanding from Xcel Retail at an
average rate of 1.24% at 12/31/03
Xcel Energy-Cadence Inc. 411 411 Partner in Cadence Network
Xcel Energy-Cadence Inc had $1,120,000 in intercompany short-term debt outstanding to Xcel Retail
at an average rate of 1.24% at 12/31/03
Cadence Network Inc. 743 (2) Business process outsourcer
Xcel Energy Performance Contracting Inc. 588 588 Sales of marketing and natural gas
Xcel Energy Performance Contracting Inc had $2,200,000 in intercompany short-term debt outstanding
to Xcel Retail at an average rate of 1.24% at 12/31/03
Xcel Energy Products and Services Inc. (Xcel Prod and Svcs) 4,213 4,213 Retail energy products and services
provider
Xcel Prod and Svcs had $4,708,000 in intercompany short-term debt outstanding from Xcel Retail at
an average rate of 1.24% at 12/31/03
Xcel Energy Wholesale Propane Inc.* Inactive Inactive Inactive
XERS Inc. 4,896 4,896 Unregulated electric retail marketer
XERS Inc had $4,210,000 in intercompany short-term debt outstanding from Xcel Retail at an average rate
of 1.24% at 12/31/03
Xcel Energy Services Inc. (Xcel Svcs) (38) (38) Service company for Xcel Energy system
Xcel Svcs had $20,100,000 in intercompany short-term debt outstanding to Xcel Energy at an average
rate of 1.24% at 12/31/03

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER
-------------------------------------------------- ------------ -------------------------

Xcel Energy Ventures Inc. (Xcel Ventures) 100 100% by Xcel Energy
Xcel Ventures had $11,170,000 in intercompany short-term debt outstanding
to Xcel Energy at an average rate of 1.24% at 12/31/03
Xcel Ventures had $5,650,000 in intercompany short-term debt outstanding
from Eloigne at an average rate of 1.24% at 12/31/03
Xcel Ventures had $110,200 in intercompany short-term debt outstanding
to Texas-Ohio Pipeline Inc at an average rate of 1.24% at 12/31/03

Eloigne Co. (Eloigne) (4) 820 100% by Xcel Ventures
Eloigne had $5,650,000 in intercompany short-term debt outstanding to Xcel Ventures at an average
rate of 1.24% at 12/31/03

Cottage Homesteads of Hillcrest LP NA 100% by Eloigne
Cottage Homesteads of Willow Ponds LP NA 100% by Eloigne
Marsh Run of Brainerd LP NA 100% by Eloigne
Safe Haven Homes LLC (5) NA 100% by Eloigne
Texas-Ohio Pipeline Inc.* Inactive 100% by Xcel Ventures
Texas-Ohio Pipeline Inc has $110,200 in intercompany short-term debt outstanding from Xcel Ventures
at an average rate of 1.24% at 12/31/03

Xcel Energy Transco Inc. (Xcel Transco) NA 100% by Xcel Ventures
TRANSLink Development Co. LLC NA 45.23% by Xcel Transco
Xcel Energy Wholesale Group Inc. (Xcel Wholesale) 1,000,000 100% by Xcel Energy
Xcel Wholesale had $87,300,000 in intercompany short-term debt outstanding to UE at an average rate of
1.24% at 12/31/03

Utility Engineering Corp. (UE) 72,000 100% by Xcel Wholesale
UE had $87,300,000 in intercompany short-term debt outstanding from
Xcel Wholesale at an average rate of 1.24% at 12/31/03
UE had $69,060,000 in intercompany short-term debt outstanding to Quixx at
an average rate of 1.24% at 12/31/03
UE had $412,500 in intercompany short-term debt outstanding from Applied Power
Associates Inc at an average rate of 1.24% at 12/31/03

ISSUER'S OWNER'S BRIEF
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) BOOK VALUE BOOK VALUE DESCRIPTION
-------------------------------------------------- ---------- ---------- ----------------------------------------------------
(in thousands)

Xcel Energy Ventures Inc. (Xcel Ventures) 55,563 55,563 Intermediate holding company for subsidiaries to
develop and manage new business ventures
Xcel Ventures had $11,170,000 in intercompany short-term debt outstanding
to Xcel Energy at an average rate of 1.24% at 12/31/03
Xcel Ventures had $5,650,000 in intercompany short-term debt outstanding
from Eloigne at an average rate of 1.24% at 12/31/03
Xcel Ventures had $110,200 in intercompany short-term debt outstanding to
Texas-Ohio Pipeline Inc at an average rate of 1.24% at 12/31/03

Eloigne Co. (Eloigne) (4) 57,252 57,252 Owns interests in affordable housing projects which
qualify for low income housing tax credits
Eloigne had $5,650,000 in intercompany short-term debt outstanding to Xcel Ventures at an average
rate of 1.24% at 12/31/03

Cottage Homesteads of Hillcrest LP 605 605 Owns interests in affordable housing projects
Cottage Homesteads of Willow Ponds LP 992 992 Owns interests in affordable housing projects
Marsh Run of Brainerd LP 1,508 1,508 Owns interests in affordable housing projects
Safe Haven Homes LLC (5) (2) (2) Owns interests in affordable housing projects
Texas-Ohio Pipeline Inc.* Inactive Inactive Inactive
Texas-Ohio Pipeline Inc has $110,200 in intercompany short-term debt outstanding from Xcel Ventures
at an average rate of 1.24% at 12/31/03

Xcel Energy Transco Inc. (Xcel Transco) (2) (2) Owns TRANSLink Development Co. LLC
TRANSLink Development Co. LLC (2) (2) Owned by Xcel Energy Transco Inc.
Xcel Energy Wholesale Group Inc. (Xcel Wholesale) 283,067 283,067 Intermediate holding company for subsidiaries
providing wholesale energy
Xcel Wholesale had $87,300,000 in intercompany short-term debt outstanding to UE at an average rate of
1.24% at 12/31/03

Utility Engineering Corp. (UE) 138,840 138,840 Engineering, construction management and related
services
UE had $87,300,000 in intercompany short-term debt outstanding from
Xcel Wholesale at an average rate of 1.24% at 12/31/03
UE had $69,060,000 in intercompany short-term debt outstanding to Quixx at
an average rate of 1.24% at 12/31/03
UE had $412,500 in intercompany short-term debt outstanding from Applied Power
Associates Inc at an average rate of 1.24% at 12/31/03

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

NUMBER
OF COMMON
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) SHARES OWNED PERCENT OF VOTING POWER
-------------------------------------------------- ------------ -------------------------

UE had $2,950,000 in intercompany short-term debt outstanding from Proto-Power
Corp at an average rate of 1.24% at 12/31/03

UE had $25,000 in intercompany short-term debt outstanding from Proto-Power
Michigan Inc at an average rate of 1.24% at 12/31/03

UE had $125,000 in intercompany short-term debt outstanding from Proto-Power New
York Inc at an average rate of 1.24% at 12/31/03

UE had $1,150,000 in intercompany short-term debt outstanding from Universal
Utility Services LLC at an average rate of 1.24% at 12/31/03

UE had $1,275,000 in intercompany short-term debt outstanding from Precision
Resource Co at an average rate of 1.24% at 12/31/03

Applied Power Associates Inc. 150,450 100% by UE

Applied Power Associates Inc had $412,500 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Precision Resource Co. 1,000 100% by UE

Precision Resource Co had $1,275,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Proto-Power Corp. 100 100% by UE

Proto-Power Corp had $2,950,000 in intercompany short-term debt outstanding
to UE at an average rate of 1.24% at 12/31/03

Proto-Power Michigan Inc. 100 100% by Proto-Power Corp.

Proto-Power Michigan Inc had $25,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Proto-Power New York Inc. 882.75 100% by UE

Proto-Power New York Inc had $125,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Quixx Corp. (Quixx) 51,000 100% by UE

Quixx had $69,060,000 in intercompany short-term debt outstanding from UE
at an average rate of 1.24% at 12/31/03

BCH Energy LP* Inactive 42.2% by Quixx

32% by Quixx, 0.01% by Quixx

Carolina Energy LP* Inactive Carolina

Dragon Energy Corp. (Dragon)* Inactive 100% by Quixx

KES Montego Inc. (KES Montego)* Inactive 100% by Quixx

ISSUER'S OWNER'S BRIEF
NAME OF COMPANY (ADD ABBREVIATION USED HEREIN) BOOK VALUE BOOK VALUE DESCRIPTION
-------------------------------------------------- ---------- ---------- -----------------------------------------
(in thousands)

UE had $2,950,000 in intercompany short-term debt outstanding from Proto-Power
Corp at an average rate of 1.24% at 12/31/03

UE had $25,000 in intercompany short-term debt outstanding from Proto-Power
Michigan Inc at an average rate of 1.24% at 12/31/03

UE had $125,000 in intercompany short-term debt outstanding from Proto-Power New
York Inc at an average rate of 1.24% at 12/31/03

UE had $1,150,000 in intercompany short-term debt outstanding from Universal
Utility Services LLC at an average rate of 1.24% at 12/31/03

UE had $1,275,000 in intercompany short-term debt outstanding from Precision
Resource Co at an average rate of 1.24% at 12/31/03

Applied Power Associates Inc. (317) (317) Civil engineering

Applied Power Associates Inc had $412,500 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Precision Resource Co. 686 686 Contract professional and technical
resources

Precision Resource Co had $1,275,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Proto-Power Corp. 4,882 4,882 Professional engineering

Proto-Power Corp had $2,950,000 in intercompany short-term debt outstanding
to UE at an average rate of 1.24% at 12/31/03

-- -- To meet licensing requirements for
Proto-Power Michigan Inc. engineering firm doing business in
Michigan

Proto-Power Michigan Inc had $25,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

806 806 To meet licensing requirements for
Proto-Power New York Inc. engineering firm doing business in
New York

Proto-Power New York Inc had $125,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Quixx Corp. (Quixx) 89,515 89,515 Energy related projects

Quixx had $69,060,000 in intercompany short-term debt outstanding from UE
at an average rate of 1.24% at 12/31/03

BCH Energy LP* Inactive Inactive Inactive

Carolina Energy LP* Inactive Inactive Inactive

Dragon Energy Corp. (Dragon)* Inactive Inactive Inactive

KES Montego Inc. (KES Montego)* Inactive Inactive Inactive

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

Quixx Borger Cogen Inc. (Quixx Borger) 10,000 100% by Quixx

Quixx Carolina Inc. (Quixx Carolina)* Inactive 100% by Quixx

Quixx Jamaica Inc. (Quixx Jamaica)* Inactive 100% by Quixx
99% by Quixx Jamaica, 1% by

KES Jamaica LP* Inactive KES Montego
43.18% by Quixx, 0.50% by

Quixx Linden LP (2) Quixxlin

Quixx Louisville LLC (2) 100% by Quixx

Quixx Mountain Holdings LLC (Quixx Mountain)* Inactive 100% by Quixx

Front Range Energy Associates LLC* Inactive 50% by Quixx Mountain

Quixx Power Services Inc. (Quixx Power) 1,000 100% by Quixx

ESOCO Crockett Inc. (ESOCO) 10 100% by Quixx Power

Quixx Resources Inc. (Quixx Resources) 10,000 100% by Quixx
43.4256% by Quixx Resources,

Borger Energy Associates LP (Borger) (2) 0.45% by Quixx Borger

Borger Funding Corp. 100 100% by Borger
99% by Quixx Resources, 1%
Quixx WRR LP (2) by Quixx

Quixx WPP94 Inc. (Quixx WPP94) 10,000 100% by Quixx

Quixxlin Corp. (Quixxlin) 10,000 100% by Quixx

US Power Fund LP (USPF) (3) (2) 11.2% by Quixx

Denver City Energy Associates LP (2) 100% by USPF
24.67% by Quixx, 0.33% by
Windpower Partners 1994 LP (2) Quixx WPP94

Universal Utility Services LLC (2) 100% by UE

Universal Utility Services LLC had $1,150,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

Quixx Borger Cogen Inc. (Quixx Borger) 82 82 Energy related projects

Quixx Carolina Inc. (Quixx Carolina)* Inactive Inactive Inactive

Quixx Jamaica Inc. (Quixx Jamaica)* Inactive Inactive Inactive

KES Jamaica LP* Inactive Inactive Inactive

Quixx Linden LP (2) (2) Energy related projects

Quixx Louisville LLC 4,721 4,721 Energy related projects

Quixx Mountain Holdings LLC (Quixx Mountain)* Inactive Inactive Inactive

Front Range Energy Associates LLC* Inactive Inactive Inactive

Quixx Power Services Inc. (Quixx Power) 996 996 Energy related projects

ESOCO Crockett Inc. (ESOCO) 295 295 Manage power plant partnerships

Quixx Resources Inc. (Quixx Resources) 791 791 Energy related projects

Borger Energy Associates LP (Borger) (2) (2) Energy related projects

Borger Funding Corp. (2) (2) Energy related projects

Quixx WRR LP 1 1 Energy related projects

Quixx WPP94 Inc. (Quixx WPP94) 43 43 Energy related projects

Quixxlin Corp. (Quixxlin) 22 22 Energy related projects

US Power Fund LP (USPF) (3) (2) (2) Private equity fund

Denver City Energy Associates LP (2) (2) Energy related projects

Windpower Partners 1994 LP (2) (2) Energy related projects

Universal Utility Services LLC 2,975 2,975 Cooling tower maintenance and repair

Universal Utility Services LLC had $1,150,000 in intercompany short-term debt
outstanding to UE at an average rate of 1.24% at 12/31/03

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003

Xcel Energy WYCO Inc. (Xcel WYCO) 100 100% by Xcel Energy 21,408 21,408 Finance and hold
50% interest in
WYCO Development
LLC
Xcel WYCO had $3,107,000 in intercompany
short-term debt outstanding to Xcel Energy
at an average rate of 1.24% at 12/31/03

WYCO Development LLC NA 50% by Xcel WYCO (2) (2) Acquire, own and
lease natural gas
transportation
facilities

*Indicates inactive entity

(1) PSCo holds a controlling interest in several relatively small ditch and
water companies whose capital requirements are not significant. The
investments relate to water needed for electric generating plants.

(2) Information about certain indirectly owned entities could not be
obtained. The value of the investment and equity of these indirectly
owned subsidiaries was immaterial to Xcel Energy Inc.

(3) An Exempt Wholesale Generator (EWG) or Foreign Utility Company (FUCO),
as defined.

(4) Many of Eloigne's investments are Variable Interest Entities (VIE's), as
defined by FIN 46. These are listed under Item 5, Investments in
Securities of Nonsystem Companies.

(5) Safe Haven Homes is legally separated from Eloigne Co., but is not
financially separable from Eloigne Co. Safe Haven Homes is the general
partner and Eloigne Co. is the limited partner of some of Eloigne's
affordable housing limited partnerships.

(6) A Variable Interest Entity, as defined by FIN 46.

ITEM 1 - FOOTNOTES

SUBSIDIARIES OF MORE THAN ONE SYSTEM COMPANY ARE:

SYSTEM COMPANY SYSTEM COMPANY OWNERS INVESTMENT BY OWNER
---------------------------- -------------------------------------------------- -------------------

Borger Energy Associates LP 43.4256% by Quixx Resources, 0.45% by Quixx Borger Reported above

Carolina Energy LP* 32% by Quixx, 0.01% by Quixx Carolina Reported above

KES Jamaica LP* 99% by Quixx Jamaica, 1% by KES Montego Reported above

Plover LLC 90% by Eloigne, 10% by Clearwater Investments Reported above

Quixx Linden LP 43.18% by Quixx, 0.5% by Quixxlin Reported above

Quixx WRR, LP 99% by Quixx Resources, 1% by Quixx Reported above

Windpower Partners 1994 LP 24.67% by Quixx, 0.33% by Quixx WPP94 Reported above

*Indicates inactive entity

NONCORPORATE SUBSIDIARIES ARE:

NAME OF SUBSIDIARY TYPE OF ORGANIZATION EQUITY INVESTMENT
--------------------------------------------- -------------------- -----------------

Albany Countryside LP Limited Partnership Reported Above

BCH Energy LP* Limited Partnership Reported Above

Bemidji Townhouse LP Limited Partnership Reported Above

Blaine North Pointe LP Limited Partnership Reported Above

Bloomington Southview LP Limited Partnership Reported Above

Borger Energy Associates LP Limited Partnership Reported Above

Brooklyn Center Leased Housing Associates LP Limited Partnership Reported Above

Carolina Energy LP* Limited Partnership Reported Above

Central Towers LP Limited Partnership Reported Above

Chaska Brickstone LP Limited Partnership Reported Above

Civic Center Apartments LLLP Limited Partnership Reported Above

CMS LLC LLC Reported Above

Colfax Prairie Homes LP Limited Partnership Reported Above

Cottage Court LP Limited Partnership Reported Above

Cottage Homesteads of Hillcrest LP Limited Partnership Reported Above

Cottage Homesteads of Willow Ponds LP Limited Partnership Reported Above

Cottages of Spring Lake Park LP Limited Partnership Reported Above

Cottages of Vadnais Heights LP Limited Partnership Reported Above

Crown Ridge Apartments LP Limited Partnership Reported Above

Dakotah Pioneer LP Limited Partnership Reported Above

Driftwood Partners LP Limited Partnership Reported Above

East Creek LP Limited Partnership Reported Above

Edenvale Family Housing LP Limited Partnership Reported Above

Ekibastus Power Development Ltd. Limited Partnership Reported Above

Fairview Ridge LP Limited Partnership Reported Above

Farmington Family Housing LP Limited Partnership Reported Above

Farmington Townhomes LP Limited Partnership Reported Above

ITEM 1 - FOOTNOTES (CONTINUED)

NONCORPORATE SUBSIDIARIES ARE (CONTINUED):

NAME OF SUBSIDIARY TYPE OF ORGANIZATION EQUITY INVESTMENT
----------------------------------------- -------------------- -----------------

Front Range Energy Associates LLC* LLC Reported Above

Granite Hill LP Limited Partnership Reported Above

Groveland Terrace Townhomes LP Limited Partnership Reported Above

Hearthstone Village LP Limited Partnership Reported Above

Independent Power International Ltd. Limited Partnership Reported Above

Independent Power UK Ltd. Limited Partnership Reported Above

IPC Operations Ltd. Limited Partnership Reported Above

J & D 14-93 LP Limited Partnership Reported Above

Jefferson Heights of Zumbrota LP Limited Partnership Reported Above

KES Jamaica LP* Limited Partnership Reported Above

Lakeville Court LP Limited Partnership Reported Above

Lauring Green LP Limited Partnership Reported Above

Links Lane LP Limited Partnership Reported Above

Lyndale Avenue Townhomes LP Limited Partnership Reported Above

Mahtomedi Woodland LP Limited Partnership Reported Above

Majestic View LP Limited Partnership Reported Above

Mankato Townhomes I LP Limited Partnership Reported Above

Marsh Run of Brainerd LP Limited Partnership Reported Above

Marvin Garden LP Limited Partnership Reported Above

MDI LP #44 Limited Partnership Reported Above

Moorhead Townhomes LP Limited Partnership Reported Above

Northern Colorado Telecommunications LLC LLC Reported Above

NSP Financing II* Business Trust Reported Above

Nuclear Management Co. LLC LLC Reported Above

Oakdale Leased Housing Associates LP Limited Partnership Reported Above

Park Rapids Townhomes LP Limited Partnership Reported Above

Planergy Limited Limited Partnership Reported Above

Plover LLC LLC Reported Above

Polynesian Village 1994 LP Limited Partnership Reported Above

Prescott Development LLC LLC Reported Above

Private Fuel Storage LLC LLC Reported Above

Quixx Linden LP Limited Partnership Reported Above

Quixx Louisville LLC LLC Reported Above

Quixx Mountain Holdings LLC* LLC Reported Above

Quixx WRR LP Limited Partnership Reported Above

R & W LP Limited Partnership Reported Above

Rochester Townhomes LP Limited Partnership Reported Above

Rushford Housing LP Limited Partnership Reported Above

RWIC Credit Fund LP Limited Partnership Reported Above

ITEM 1 - FOOTNOTES (CONTINUED)

NONCORPORATE SUBSIDIARIES ARE (CONTINUED):

NAME OF SUBSIDIARY TYPE OF ORGANIZATION EQUITY INVESTMENT
-------------------------------------- -------------------- -----------------

Safe Haven Homes LLC LLC Reported Above

Shade Tree Apartments LP Limited Partnership Reported Above

Shakopee Boulder Ridge LP Limited Partnership Reported Above

Shenandoah Woods LP Limited Partnership Reported Above

Shoe Factory Holdings LLC LLC Reported Above

Sioux Falls Housing Equity Fund I LP Limited Partnership Reported Above

Sioux Falls Partners LP Limited Partnership Reported Above

Sioux River LP Limited Partnership Reported Above

St. Cloud Housing LP Limited Partnership Reported Above

Stratford Flats LP Limited Partnership Reported Above

Tower Terrace LP Limited Partnership Reported Above

TRANSLink Development Co. LLC LLC Reported Above

US Power Fund LP Limited Partnership Reported Above

USA-Planergy LLC* LLC Reported Above

Windpower Partners 1994 LP Limited Partnership Reported Above

Woodland Village LP Limited Partnership Reported Above

Woodsedge Eau Claire LP Limited Partnership Reported Above

WYCO Development LLC LLC Reported Above

Wyoming LP Limited Partnership Reported Above

Wyoming LP II Limited Partnership Reported Above

Xcel Energy Foundation Charitable Foundation Reported Above

Young Gas Storage Co. Ltd. Limited Partnership Reported Above

*Indicates inactive entity

SUBSIDIARIES ADDED DURING THE YEAR WERE:

DATE OF STATE OF
NAME OF SUBSIDIARY INCORP./ACQUIRED INCORPORATION DESCRIPTION
------------------------- ---------------- ------------- ---------------

Proto-Power Michigan Inc. 08/11/2003 Michigan Reported above

Proto-Power New York Inc. 02/19/2003 New York Reported above

US Power Fund 11/8/2003 Delaware Reported above

CHANGES IN THE STATUS OF EXISTING SUBSIDIARIES WERE:

DATE OF
STATUS DESCRIPTION STATE OF DESCRIPTION
NAME OF SUBSIDIARY CHANGE OF CHANGE INCORPORATION OF BUSINESS
----------------------- ---------- ----------- ---------------------- ------------------------

Bear Energy Corp. 6/30/2003 Dissolved British Virgin Islands Energy related projects

Black Mountain Gas Co. 10/21/2003 Sold Minnesota Distributes natural gas

ITEM 1 - FOOTNOTES (CONTINUED)

CHANGES IN THE STATUS OF EXISTING SUBSIDIARIES WERE (CONTINUED):

DATE OF
STATUS DESCRIPTION STATE OF DESCRIPTION
NAME OF SUBSIDIARY CHANGE OF CHANGE INCORPORATION OF BUSINESS
--------------------------------- ---------- ----------- ------------------- ----------------------------------------------

Brooklyn Center Leased Housing Owns interests in affordable

Associates LP 6/2003 Sold Minnesota housing projects

CPC Limited Partnership 9/18/2003 Dissolved Cayman Islands Inactive

Energy Masters International Inc. 1/27/2003 Name Change Minnesota Changed to - Xcel Energy Performance
Contracting Inc.

Guardian Pipeline LLC 1/17/2003 Sold Delaware Construct, own and operate interstate gas
transmission pipeline from IL to WI

Johnstown Cogeneration Co. LLC 12/5/2003 Dissolved Colorado Operates a 3 MW natural gas turbine generator

Natural Station Equipment LLC 4/1/2003 Dissolved Delaware Sales to gas industry

NRG Energy Inc. 12/5/2003 Divestiture Delaware Nonregulated energy products and services

NSP Energy Marketing Inc. 2/11/2003 Dissolved Minnesota Organizational documents were never drafted

NSP Financing I 9/15/2003 Cancelled Delaware Special purpose business trust

Planergy Housing Inc. 12/12/2003 Sold Delaware Holds public housing contracts

Quixx Mustang Station Inc. 8/20/2003 Entity Change Delaware Changed to - Quixx Mustang Station LLC

Quixx Mustang Station LLC 12/10/2003 Sold Delaware Any business activity permitted under the laws
of the State of Texas

Ultra Power Technologies Inc. 6/13/2003 Dissolved Minnesota Inactive

Viking Gas Transmission Co. 1/17/2003 Sold Delaware Natural gas transmission

Xcel Energy - Centrus Inc. 3/31/2003 Dissolved Colorado Established to hold 1/3 interest in Centrus
LLP

XECC Group Inc. 2/21/2003 Dissolved Delaware Inactive

XEM Inc. 2/21/2003 Dissolved Delaware Inactive

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

During 2003, there was one sale of utility assets, which involved consideration
of more than $1 million:

1 - PSCo sold distribution facilities to Keystone Ski Resort for $1,450,000, to
be paid in three annual payments.

During 2003, there were no acquisitions of utility assets, which involved
consideration of more than $1 million.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

Excluding transactions reported in a certificate filed pursuant to Rule 24, the
table below provides a brief description of issuances, sales or pledges of
securities of system companies or guaranty or assumption by system companies of
securities of other persons, including system companies or exempted
subsidiaries.

NAMES OF COMPANY
NAME OF ISSUER ISSUING, GUARANTEEING, OR DATE OF AUTHORIZATION
AND TITLE OF ISSUE ASSUMING SECURITIES TRANSACTION CONSIDERATION OR EXEMPTION
(1) (2) (3) (4) (5)
------------------------------------------- ------------------------- ----------- ------------- ------------

Xcel Energy Performance Contracting Inc. Xcel Energy
Surety Bonds for notary bonds Performance
End of year balance Contracting Inc. 12/31/2003 $ 12,500 Rule 45
Highest balance during the year 1/31/2003 $1,202,000

Northern States Power Company-Minnesota Northern States Power
Surety Bonds for various purposes including Company-Minnesota
performance bonds, right of way bonds and
various license and permits.
End of year balance 12/31/2003 $153,250 Rule 45
Highest balance during the year 1/31/2003 $222,250

Public Service Company of Colorado Public Service Company
Surety Bonds for performance and payment of Colorado
End of year balance 12/31/2003 $500,000 Rule 45
Highest balance during the year 12/31/2003 $500,000

Utility Engineering Utility Engineering
Surety Bonds for performance and payment
End of year balance 12/31/2003 $550,148,969 Rule 45
Highest balance during the year 12/31/2003 $550,148,969

Seeley Bank Northern States Power 09/23/2003 $62,351 Rule 52
Short-Term Promissory Note Company - Minnesota

United Power & Land United Power & Land 12/19/2003 $282,593 Rule 52
Public Improvement Assessment

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

The table below provides a brief description of any system securities acquired,
redeemed or retired, whether the securities have been extinguished or held for
further disposition, and the authorization or exemption relied upon.

NAMES OF COMPANY
NAME OF ISSUER ACQUIRING, REDEEMING
AND TITLE OF ISSUE OR RETIRING SECURITIES CONSIDERATION
------------------ ---------------------- -------------
(1) (2) (3)

NSP-MINNESOTA
First Mortgage Bonds - NSP-Minnesota (80,000,000)
First Mortgage Bonds - NSP-Minnesota (100,000,000)
First Mortgage Bonds - Minneapolis Pollution Control NSP-Minnesota (5,450,000)
First Mortgage Bonds - Mankato Pollution Control NSP-Minnesota (3,400,000)
First Mortgage Bonds - Red Wing Pollution Control NSP-Minnesota (4,850,000)
First Mortgage Bonds - Series Q - Ramsey NSP-Minnesota (2,155,000)
First Mortgage Bonds - GA Monticello Pollution Control NSP-Minnesota (2,975,000)
First Mortgage Bonds - GA Monticello Pollution Control NSP-Minnesota (1,225,000)
First Mortgage Bonds - GA Monticello Pollution Control NSP-Minnesota (3,500,000)
First Mortgage Bonds - GA Red Wing Pollution Control NSP-Minnesota (20,750,000)
First Mortgage Bonds - Anoka Resource Recovery - Series 1999 NSP-Minnesota (2,100,000)
Junior Subordinated Debentures NSP-Minnesota (206,190,000)
Public Improvement Assessments - Sherco NSP-Minnesota (33,187)
Mankato Service Center Mortgage NSP-Minnesota (56,609)
NSP-WISCONSIN
First Mortgage Bonds - 7.25% NSP-Wisconsin (110,000,000)
First Mortgage Bonds - NSP-Wisconsin (40,000,000)
Ft. McCoy Acquisition Loan NSP-Wisconsin (33,785)
PSCO
First Mortgage Bonds - 8.75% PSCo (146,340,000)
First Collateral Trust Bonds - 6% PSCo (250,000,000)
Junior Subordinated Debentures PSCo (200,000,000)
First Mortgage Bonds - Secured Med Term
Note - Series B PSCo (15,000,000)
First Mortgage Bonds - Secured Med Term
Note - Series B PSCo (15,000,000)
Obligation Under Capital Lease PSCo (2,096,899)

EXTINGUISHED (EXT)
NAME OF ISSUER OR HELD (H) FOR AUTHORIZATION
AND TITLE OF ISSUE FURTHER DISPOSITION OR EXEMPTION
------------------ ------------------- ------------
(1) (4) (5)

NSP-MINNESOTA
First Mortgage Bonds - EXT Rule 42
First Mortgage Bonds - EXT Rule 42
First Mortgage Bonds - Minneapolis Pollution Control EXT Rule 42
First Mortgage Bonds - Mankato Pollution Control EXT Rule 42
First Mortgage Bonds - Red Wing Pollution Control EXT Rule 42
First Mortgage Bonds - Series Q - Ramsey EXT Rule 42
First Mortgage Bonds - GA Monticello Pollution Control EXT Rule 42
First Mortgage Bonds - GA Monticello Pollution Control EXT Rule 42
First Mortgage Bonds - GA Monticello Pollution Control EXT Rule 42
First Mortgage Bonds - GA Red Wing Pollution Control EXT Rule 42
First Mortgage Bonds - Anoka Resource Recovery - Series 1999 EXT Rule 42
Junior Subordinated Debentures EXT Rule 42
Public Improvement Assessments - Sherco EXT Rule 42
Mankato Service Center Mortgage EXT Rule 42
NSP-WISCONSIN
First Mortgage Bonds - 7.25% EXT Rule 42
First Mortgage Bonds - EXT Rule 42
Ft. McCoy Acquisition Loan EXT Rule 42
PSCO
First Mortgage Bonds - 8.75% EXT Rule 42
First Collateral Trust Bonds - 6% EXT Rule 42
Junior Subordinated Debentures EXT Rule 42
First Mortgage Bonds - Secured Med Term
Note - Series B EXT Rule 42
First Mortgage Bonds - Secured Med Term
Note - Series B EXT Rule 42
Obligation Under Capital Lease EXT Rule 42

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (CONTINUED)

NAMES OF COMPANY EXTINGUISHED (EXT)
NAME OF ISSUER ACQUIRING, REDEEMING OR HELD (H) FOR AUTHORIZATION
AND TITLE OF ISSUE OR RETIRING SECURITIES CONSIDERATION FURTHER DISPOSITION OR EXEMPTION
------------------ ---------------------- ------------- ------------------- -------------
(1) (2) (3) (4) (5)

SPS
Junior Subordinated Debentures SPS (103,092,783) EXT Rule 42
CHEYENNE
First Mortgage Bonds - Cheyenne (4,000,000) EXT Rule 42
ELOIGNE
Affordable Housing Project Mortgages Eloigne (2,214,009) EXT Rule 42
PLANERGY
PESC Nisshinbo Planergy (32,371) EXT Rule 42
PESC Domtar Planergy (56,803) EXT Rule 42
PESC Newark Planergy (37,362) EXT Rule 42
PESC Mobil Planergy (186,348) EXT Rule 42
PESC Chevron Planergy (419,661) EXT Rule 42
PSTI Fina Planergy (29,273) EXT Rule 42
PSTI Mobil Bevil Oaks Planergy (86,180) EXT Rule 42
PSTI Mobil Fairfield Planergy (86,180) EXT Rule 42
PSTI Mobil Grapeland Planergy (210,359) EXT Rule 42
PSTI Mobil Keller Planergy (147,442) EXT Rule 42
PSHI Tejas Planergy (184,751) EXT Rule 42
PI Academic Capital Ohio Planergy (172,092) EXT Rule 42
PI Academic Capital Ontario Planergy (179,446) EXT Rule 42
PI ABB Kentucky Planergy (783,808) EXT Rule 42

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

For each system company, excluding subsidiaries exempted from regulation as such
pursuant to Section 3(d), securities representing obligations of customers
incurred in the ordinary course of business, and temporary cash report as of the
end of the year:

(1) Aggregate amount of investments in persons operating in the retail service
area of the owner, or of its subsidiaries. State the number of persons included.
If investments were made pursuant to State law, cite the State law under which
they were made.

AGGREGATE AMOUNT OF
INVESTMENTS IN
PERSONS (ENTITIES)
OPERATING IN RETAIL NUMBER OF PERSONS
NAME OF COMPANY SVC AREA OF OWNER (ENTITIES) INCLUDED DESCRIPTION
--------------------------- -------------------- ------------------- ----------------------------

NSP-Minnesota $1,808,691 1 Economic Development Loans
NSP-Minnesota $2,437,070 1 Affordable Housing
NSP-Minnesota $879,610 1 Other Investments
NSP-Wisconsin $5,363,492 1 Economic Development Loans
PSCo $3,832,482 1 Special Deposits
PSCo $23,796,061 1 Restricted Cash - Collateral
PSCo $1,687 1 Other Investments
SPS $46,027 1 Special Deposits
SPS $2,200,000 1 Restricted Cash - Collateral

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (CONTINUED)

(2) With respect to securities owned not included in category 1, state the name
of the issuer, describe the securities, including number of shares and
percentage of voting power as to equity securities, indicate the general nature
of the issuer's business, and state the owner's book value of the investment.

# OF
COMMON ISSUER'S
NAME OF COMPANY (ADD SHARES PERCENT OF BOOK OWNER'S BRIEF
ABBREVIATION USED HEREIN) OWNED VOTING POWER VALUE BOOK VALUE DESCRIPTION
----------------------------------- ------ ------------- -------- ----------- ---------------------------------------------
(in thousands)

Beaver Ditch Co.(1) (2) 8% by PSCo (2) (2) Cooling water for generating facilities
Dry Creek No. 2 Ditch Co. (1) (2) 9.37% by PSCo (2) (2) Cooling water for generating facilities
McDonald (Prairie) Ditch Co. (1) (2) 7.93% by PSCo (2) (2) Cooling water for generating facilities
Mutual Lateral Ditch Co. (1) (2) 5% by PSCo (2) (2) Cooling water for generating facilities
Westmoor Acres Irrigation Co. (1) (2) 9.09% by PSCo (2) (2) Cooling water for generating facilities
Albany Countryside LP (4) NA NA 375 243 Owns interests in affordable housing projects
Bemidji Townhouse LP (4) NA NA 818 884 Owns interests in affordable housing projects
Blaine North Pointe LP (4) NA NA 1,231 1,230 Owns interests in affordable housing projects
Bloomington Southview LP (4) NA NA 2,477 2,477 Owns interests in affordable housing projects
Central Towers LP (4) NA NA 4,076 2,640 Owns interests in affordable housing projects
Chaska Brickstone LP (4) NA NA 1,573 1,662 Owns interests in affordable housing projects
Civic Center Apartment LLLP (4) NA NA 5,697 7,168 Owns interests in affordable housing projects
Colfax Prairie Homes LP (4) NA NA 428 419 Owns interests in affordable housing projects
Cottage Court LP (4) NA NA 592 (2) Owns interests in affordable housing projects
Cottages of Spring Lake Park LP (4) NA NA (2) (2) Owns interests in affordable housing projects
Cottages of Vadnais Heights LP (4) NA NA 777 661 Owns interests in affordable housing projects
Crown Ridge Apartments LP (4) NA NA 439 429 Owns interests in affordable housing projects
Dakotah Pioneer LP (4) NA NA 1,561 1,049 Owns interests in affordable housing projects
Driftwood Partners LP (4) NA NA 1,673 808 Owns interests in affordable housing projects
East Creek LP (4) NA NA 1,421 1,405 Owns interests in affordable housing projects
Edenvale Family Housing LP (4) NA NA 1,471 (2) Owns interests in affordable housing projects

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (CONTINUED)

(2) (continued)

Fairview Ridge LP (4) NA NA 1,758 1,848 Owns interests in affordable housing projects
Farmington Family Housing LP (4) NA NA 1,824 1,908 Owns interests in affordable housing projects
Farmington Townhomes LP (4) NA NA 721 721 Owns interests in affordable housing projects
Granite Hill LP (4) NA NA 328 177 Owns interests in affordable housing projects
Hearthstone Village LP (4) NA NA 222 161 Owns interests in affordable housing projects
J & D 14-93 LP (4) NA NA -- -- Owns interests in affordable housing projects
Jefferson Heights of Zumbrota LP (4) NA NA 563 517 Owns interests in affordable housing projects
Lakeville Court LP (4) NA NA 1,307 1,105 Owns interests in affordable housing projects
Lauring Green LP (4) NA NA 284 (2) Owns interests in affordable housing projects
Links Lane LP (4) NA NA 1,318 1,305 Owns interests in affordable housing projects
Lyndale Avenue Townhomes LP (4) NA NA 1,883 1,825 Owns interests in affordable housing projects
Mahtomedi Woodland LP (4) NA NA 1,634 1,646 Owns interests in affordable housing projects
Majestic View LP (4) NA NA 335 332 Owns interests in affordable housing projects
Mankato Townhomes I LP (4) NA NA 1,449 1,418 Owns interests in affordable housing projects
Marvin Garden LP (4) NA NA 283 314 Owns interests in affordable housing projects
MDI LP #44 (4) NA NA 297 290 Owns interests in affordable housing projects
Moorhead Townhomes LP (4) NA NA 1,865 (2) Owns interests in affordable housing projects
Oakdale Leased Housing Associates LP (4) NA NA 1,133 (2) Owns interests in affordable housing projects
Park Rapids Townhomes LP (4) NA NA 758 754 Owns interests in affordable housing projects
Plover LLC (4) NA NA 477 477 Owns interests in affordable housing projects
Polynesian Village 1994 LP (4) NA NA 152 189 Owns interests in affordable housing projects
Rochester Townhomes LP (4) NA NA 1,273 (2) Owns interests in affordable housing projects

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (CONTINUED)

(2) (continued)

Rushford Housing LP (4) NA NA 1,036 1,005 Owns interests in affordable housing projects
RWIC Credit Fund LP (4) NA NA 321 942 Owns interests in affordable housing projects
Shade Tree Apartments LP (4) NA NA 1,460 (2) Owns interests in affordable housing projects
Shakopee Boulder Ridge LP (4) NA NA 1,775 1,865 Owns interests in affordable housing projects
Shenandoah Woods LP (4) NA NA 1,406 (2) Owns interests in affordable housing projects
Sioux Falls Housing Equity Fund I LP
(3)(4) NA NA 535 (2) Owns interests in affordable housing projects
Sioux Falls Partners LP (4) NA NA 343 (2) Owns interests in affordable housing projects
Sioux River LP (4) NA NA (2) (2) Owns interests in affordable housing projects
St. Cloud Housing LP (4) NA NA 2,065 2,103 Owns interests in affordable housing projects
Stratford Flats LP (4) NA NA 520 522 Owns interests in affordable housing projects
Tower Terrace LP (4) NA NA 931 673 Owns interests in affordable housing projects
Woodland Village LP (4) NA NA 711 293 Owns interests in affordable housing projects
Wyoming LP (4) NA NA 881 881 Owns interests in affordable housing projects
Wyoming LP II (4) NA NA 1,242 1,142 Owns interests in affordable housing projects

* Indicates inactive entity

(1) PSCo holds a controlling interest in several relatively small ditch and
water companies whose capital requirements are not significant. The investments
relate to water needed for generating facilities.

(2) Information about certain indirectly owned entities was not readily
available. The value of the investment and equity of these indirectly owned
subsidiaries was not material to Xcel Energy Inc.

(3) Eloigne's investment in Cumberland and North Cleveland is combined and
reported on the Sioux Falls Housing Equity Fund I LP line.

(4) A Variable Interest Entity (VIE), as defined in FIN 46.

ITEM 6. OFFICERS AND DIRECTORS

PART I

As of December 31, 2003, the officers and directors of all system companies are
as follows:

LEGEND OF ABBREVIATIONS

AC Assistant Controller
AS Assistant Secretary
AT Assistant Treasurer
AVP Assistant Vice President
C Controller
CB Chairman of the Board
CEO Chief Executive Officer
CFO Chief Financial Officer
COO Chief Operating Officer
D Director
EVP Executive Vice President
GC General Counsel
P President
PFO Principal Financial Officer
S Secretary
SVP Senior Vice President
T Treasurer
VC Vice Chairman of the Board
VP Vice President

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

1480 WELTON, INC. Bulloch, Gina L. Denver, CO D
Delaney, Judith A. Denver, CO AT
Evans, Cynthia A. Denver, CO D
Hart, Cathy J. Minneapolis, MN VP, S
Lesher, Cynthia L. Minneapolis, MN D, CB, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN VP, T
Widdel, Susan G. Minneapolis, MN D, VP
Ziebell, Anne M. Minneapolis, MN AS
APPLIED POWER ASSOCIATES, INC. Barron, Eddie T. Denver, CO D, P, COO
Corbell, Royce W. Amarillo, TX C, AS
Henderson, Billy B. Amarillo, TX D, T, CFO
McCausland, Robert Ross Amarillo, TX D, VP, S
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
BORGER ENERGY ASSOCIATES, LP Hardenbergh, Frank E. Amarillo, TX Mgmt Comm Rep
Heller, Clarence Amarillo, TX Mgmt Comm Rep
Jackson, Rachel Amarillo, TX Mgmt Comm Rep
Johnson, Doug Amarillo, TX Mgmt Comm Rep
McCausland, Robert Ross Amarillo, TX Mgmt Comm Rep
Murphy, Mel Amarillo, TX Mgmt Comm Rep
Steele, James J. Amarillo, TX Mgmt Comm Rep
Witzing, Michael Amarillo, TX Mgmt Comm Rep
Zenner, Thomas H. Amarillo, TX Mgmt Comm Rep

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

BORGER FUNDING CORPORATION Darby, Terrence Amarillo, TX D
Delaney, Judith A. Denver, CO AT
Gross, Scott I. Amarillo, TX VP, S, T
McCausland, Robert Ross Amarillo, TX P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Schroeder, Andrew E. Amarillo, TX VP
Sinclair, Stephen J. Amarillo, TX D, VP
CADENCE NETWORK, INC. Alvaro, Jay Cincinnatti, OH S
Case, Janice B. Cincinnatti, OH D
Christopher, James Cincinnatti, OH VP, COO
Collins, Jack A. Cincinnatti, OH VP
Doyle, William F. Cincinnatti, OH D
King, Stephen M. Cincinnatti, OH AS
Ingle, Donald B. Cincinnatti, OH D
Jaeger, Douglas W. Eau Clair, WI D
Lieberman, Jeff Cincinnatti, OH D
Ludlow, Madeleine Cincinnatti, OH D, P, CEO
Noonan, Sheila Cincinnatti, OH VP
CHEYENNE LIGHT, FUEL AND POWER CO. Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB
Delaney, Judith A. Denver, CO AT
Evans, Cynthia A. Denver, CO VP
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Gray, William W. Cheyenne, WY AS
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kaysen, Richard L. Cheyenne, WY P, CEO
Kelly, Richard C. Minneapolis, MN D, VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Ziebell, Anne M. Minneapolis, MN AS
CHIPPEWA AND FLAMBEAU IMPROVEMENT CO. Berg, William L. Eau Clair, WI D
Blevins, W. Eau Clair, WI D
Everson, Karen L. Eau Claire, WI D, S, T
Swenson, Michael L. Eau Claire, WI D, P
Zawacki, William P. Eau Claire, WI D, VP

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

CLEARWATER INVESTMENTS, INC. Everson, Karen L. Eau Claire, WI AT
Ewanika, Robert H. Minneapolis, MN VP
Fox, Jeanne C. Eau Claire, WI AS
Fowke, Ben G.S. III Minneapolis, MN D, VP, T
Gray, Eric V. Minneapolis, MN AT
Hart, Cathy J. Minneapolis, MN VP, S
Peterson, Carol J. Denver, CO AS
Reck, Donald R. Eau Claire, WI D, VP
Reecy, Jacqueline S. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Swenson, Michael L. Eau Claire, WI D, P
Ziebell, Anne M. Minneapolis, MN AS
CONSOLIDATED EXTENSION CANAL CO. Gardner, Loyde Golden, CO D
Gryniewski, Amy Golden, CO D, S, T
Halffield, Donald R. Jr. Golden, CO D, P
Rhodes, Randolph A. Golden, CO D, VP
Ridley, Harrell Golden, CO D
EAST BOULDER DITCH CO. Gryniewski, Amy Golden, CO D, S, T
Rhodes, Randolph A. Golden, CO D, P
TenEyck, Greg Golden, CO D, VP
EKIBASTUS POWER DEVELOPMENT LTD. Schiburr, Laura L. Minneapolis, MN D
Shah, Paras M. Minneapolis, MN D
E PRIME ENERGY MARKETING, INC. Delaney, Judith A. Denver, CO AT
Figoli, Darla Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kawakami, Timothy Denver, CO D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS
E PRIME FLORIDA, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kawakami, Timothy Denver, CO D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

E PRIME GEORGIA, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kawakami, Timothy Denver, CO D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS
E PRIME, INC. Bonavia, Paul J. Denver, CO D, CB, P, CEO
Delaney, Judith A. Denver, CO AT
Figoli, Darla Denver, CO VP
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN S
Kelly, Richard C. Minneapolis, MN D
McDaniel, Marvin Denver, CO VP
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Wilks, David M. Golden, CO D
Ziebell, Anne M. Minneapolis, MN AS
ELOIGNE CO. Ewanika, Robert H. Minneapolis, MN D, P
Fowke, Ben G.S. III Minneapolis, MN D, CB
Gray, Eric V. Minneapolis, MN T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
McCarten, Laura Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Tyson, George E. II Minneapolis, MN AT
Schell, Mary P. Minneapolis, MN AT
Winter, Nancy B. Minneapolis, MN C
Ziebell, Anne M. Minneapolis, MN AS
ENTERPRISE IRRIGATING DITCH CO. Gryniewski, Amy Golden, CO D, S, T
Neibur, Jay Golden, CO D, P
Rhodes, Randolph A. Golden, CO D, VP
ESOCO CROCKETT, INC. Johnson, Doug Amarillo, TX VP, S
McCausland, Robert Ross Amarillo, TX D, EVP, COO
Murphy, Mel Amarillo, TX D, VP
Rugg, Raymond F. Denver, CO D, P, CEO

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

FISHER DITCH CO. Fiore, Larry Golden, CO D
Gavito, Kenneth L. Denver, CO D, VP
Gryniewski, Amy Golden, CO D, S, T
Halffield, Donald R. Jr. Golden, CO D, P
Paulino, Mike Golden, CO D
FRONT RANGE ENERGY ASSOCIATES, LLC Gross, Scott I. Amarillo, TX S
Hopper, Jay Lakewood, CO Mgmt Comm Rep, CB
McCausland, Robert Ross Amarillo, TX Mgmt Comm Rep, VC
Robeson, Rose Lakewood, CO AT
Wyrsch, Martha B. Lakewood, CO AS
GREEN AND CLEAR LAKES CO. Bulloch, Gina L. Denver, CO D
Delaney, Judith A. Denver, CO AT
Evans, Cynthia A. Denver, CO D
Hart, Cathy J. Minneapolis, MN VP, S
Lesher, Cynthia L. Minneapolis, MN D, CB, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN VP, T
Widdel, Susan G. Minneapolis, MN D, VP
Ziebell, Anne M. Minneapolis, MN AS
HILLCREST DITCH AND RESERVOIR CO. Alexander, Rob Golden, CO D, VP
Gryniewski, Amy Golden, CO D, S, T
Rhodes, Randolph A. Golden, CO D, P
INDEPENDENT POWER AMERICAS, INC. Connelly, Michael C. Minneapolis, MN VP
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D, CB
Peterson, Carol J. Denver, CO AS
Schiburr, Laura L. Minneapolis, MN D, VP
Shah, Paras M. Minneapolis, MN D, P
Stoering, Mark E. Minneapolis, MN D
Yazvec, Michael J. Minneapolis, MN VP, T
INDEPENDENT POWER INTERNATIONAL, LTD. Kelly, Richard C. Minneapolis, MN D
Stoering, Mark E. Minneapolis, MN D
INDEPENDENT POWER UK, LTD. Hart, Cathy J. Minneapolis, MN S
Kelly, Richard C. Minneapolis, MN D
Stoering, Mark E. Minneapolis, MN D
IPC OPERATIONS, LTD. Hart, Cathy J. Minneapolis, MN S
Schiburr, Laura L. Minneapolis, MN D
Shah, Paras M. Minneapolis, MN D
Smith, Thomas A. Burnsville, MN D
Yazvec, Michael J. Minneapolis, MN D

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

KES MONTEGO, INC. Gross, Scott I. Amarillo, TX VP, S, T
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
LAS ANIMAS CONSOLIDATED CANAL CO. Brown, Glen Golden, CO D
Elder, Bill J. Golden, CO D
Gryniewski, Amy Golden, CO D, S, T
Halffield, Donald R. Jr. Golden, CO D, P
Rhodes, Randolph A. Golden, CO D, VP
NCE COMMUNICATIONS, INC. Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, VP
Ziebell, Anne M. Minneapolis, MN AS
NORTHERN COLORADO TELECOMMUNICATIONS, LLC Cole, Perry Denver, CO Mgmt Comm Rep
Fowke, Ben G.S. III Minneapolis, MN Mgmt Comm Rep
Pederson, Jerry Denver, CO Mgmt Comm Rep
Vincent, Patricia K. Denver, CO Mgmt Comm Rep
NORTHERN STATES POWER COMPANY - MN Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB, CEO
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kelly, Richard C. Minneapolis, MN D, P, COO
Larson, Kent T. St. Paul, MN VP
Lesher, Cynthia L. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Rechek, Peter F. Minneapolis, MN AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Wilks, David M. Golden, CO VP
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

NORTHERN STATES POWER COMPANY - WI Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Fox, Jeanne C. Eau Claire, WI AS, AT
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kelly, Richard C. Minneapolis, MN D, VP
Lesher, Cynthia L. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Swenson, Michael L. Eau Claire, WI D, P, CEO
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Wilks, David M. Golden, CO VP
Ziebell, Anne M. Minneapolis, MN AS
NSP LANDS, INC. Bulloch, Gina L. Denver, CO D
Everson, Karen L. Eau Claire, WI T
Flynn, Ronald F. Eau Claire, WI VP
Fox, Jeanne C. Eau Claire, WI AS
Hart, Cathy J. Minneapolis, MN VP, S
Lesher, Cynthia L. Minneapolis, MN P
Musso, James A. Eau Claire, WI D, VP
Pagel, Lori R. Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Reck, Donald R. Eau Claire, WI D, VP
Schell, Mary P. Minneapolis, MN AT
Swenson, Michael L. Eau Claire, WI D
Widdel, Susan G. Minneapolis, MN VP
Ziebell, Anne M. Minneapolis, MN AS
NSP NUCLEAR CORPORATION Brunetti, Wayne H. Minneapolis, MN D, CB, P, CEO
Delaney, Judith A. Denver, CO AT
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D, VP, T, CFO
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Wilks, David M. Golden, CO D, VP
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

NUCLEAR MANAGEMENT COMPANY, LLC Anderson, Roy A. Hudson, WI EVP
Bohn, Lyle H. Hudson, WI SVP
Brunetti, Wayne H. Minneapolis, MN D
Cayia, Fred Two Rivers, WI VP
Cooper, Douglas E. Hudson, WI VP
Coutu, Tom Two Rivers, WI VP
Cowan, John P. Hudson, WI Chief Nuclear Officer
Ekstrom, Dean E. Hudson, WI SVP
Ewers, Benjamin J. Jr. Hudson, WI SVP, T, CFO
Forbes, Jeffrey S. Hudson, WI SVP
Nazar, Mano Welch, MN SVP
Peifer, Mark A. Hudson, WI VP
Reddemann, Mark Two Rivers, WI SVP
Rogoff, Jonathan M. Hudson, WI VP, GC, S
Sellman, Michael B. Hudson, WI P, CEO
Solymossy, Joseph M. Welch, MN VP
Wadley, Michael D. Hudson, WI SVP
Wilks, David M. Golden, CO D
Wilson, David L. Hudson, WI VP
PLANERGY CAPITAL ASSOCIATES, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY ENERGY SERVICES CORPORATION Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

PLANERGY, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY INTERNATIONAL, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Kelly, Richard C. Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY LIMITED Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY SERVICES OF CALIFORNIA, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

PLANERGY SERVICES OF HOUSTON, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY SERVICES OF TEXAS, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY SERVICES, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
PLANERGY SERVICES USA, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

PRECISION RESOURCE COMPANY Barron, Eddie T. Denver, CO D
Brazille, Doris Amarillo, TX D
Ewell, Kenneth A. Groton, CT D
Gresham, Robert Denver, CO D
McNabb, Barbara F. Amarillo, TX S
Musick, Monica A. Amarillo, TX VP
Rugg, Raymond F. Denver, CO D, CB, CEO
Splawn, Gwen B. Amarillo, TX P, COO
Troublefield, Daniel B. Amarillo, TX VP
PRESCOTT DEVELOPMENT, LLC Durhman, Neil E. Eau Claire, WI D, P
Hagness, Larry B. Eau Claire, WI D, VP
Kenas, Vern R. Eau Claire, WI D, S, T
PROTO-POWER CORPORATION Everett, Kenneth L. Groton, CT D, S, T
Ewell, Kenneth A. Groton, CT D, P, VP, CEO
Henderson, Billy B. Amarillo, TX AT
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS
PROTO-POWER MICHIGAN, INC. Collette, Paul H. Groton, CT D, VP
Ewell, Kenneth A. Groton, CT D, P
Henderson, Billy B. Amarillo, TX AT
Rugg, Raymond F. Denver, CO D, CB, S, T
Ziebell, Anne M. Minneapolis, MN AS
PROTO-POWER NEW YORK, INC. Barron, Eddie T. Denver, CO D, VP
Collette, Paul H. Groton, CT VP
Everett, Kenneth L. Groton, CT S, T
Ewell, Kenneth A. Groton, CT D, P, CEO
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS
PSR INVESTMENTS, INC. Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN D, CB, P
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D
Lewis, Nicolai A. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN D, VP, C
Schell, Mary P. Minneapolis, MN VP, T
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

PUBLIC SERVICE COMPANY OF COLORADO Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB, CEO
Delaney, Judith A. Denver, CO AT
Evans, Cynthia A. Denver, CO VP
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kelly, Richard C. Minneapolis, MN D, P, COO
Lesher, Cynthia L. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Wilks, David M. Golden, CO VP
Ziebell, Anne M. Minneapolis, MN AS
QUIXX BORGER COGEN, INC. Delaney, Judith A. Denver, CO AT
Gross, Scott I. Amarillo, TX VP, S, T, D
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP, D
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
QUIXX CAROLINA, INC. Gross, Scott I. Amarillo, TX VP, S, T
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
QUIXX CORPORATION Brunetti, Wayne H. Minneapolis, MN D
Corbell, Royce W. Amarillo, TX C
Delaney, Judith A. Denver, CO AT
Gross, Scott I. Amarillo, TX VP
Henderson, Billy B. Amarillo, TX S, T
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, CB
McCausland, Robert Ross Amarillo, TX EVP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, P, CEO
Schell, Mary P. Minneapolis, MN AT
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

QUIXX JAMAICA, INC. Gross, Scott I. Amarillo, TX VP, S, T
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
QUIXX LINDEN, LP Jones, Doug Lynden, NJ Mgmt Comm Rep
McCausland, Robert Ross Amarillo, TX Mgmt Comm Rep
Murphy, Mel Amarillo, TX Mgmt Comm Rep
Steele, James J. Lynden, NJ Mgmt Comm Rep
Zenner, Thomas H. Lynden, NJ Mgmt Comm Rep
QUIXX MOUNTAIN HOLDINGS, LLC Gross, Scott I. Amarillo, TX S, T
McCausland, Robert Ross Amarillo, TX VP, AS
Rugg, Raymond F. Denver, CO P
QUIXX POWER SERVICES, INC. Delaney, Judith A. Denver, CO AT
Gross, Scott I. Amarillo, TX VP, S, T
Kelly, Richard C. Minneapolis, MN D
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
QUIXX RESOURCES, INC. Gross, Scott I. Amarillo, TX D, CB, P
McCausland, Robert Ross Amarillo, TX VP
Miller, Monte L. Amarillo, TX D, S, T
QUIXX WPP94, INC. Gross, Scott I. Amarillo, TX VP, S, T
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS
QUIXXLIN CORPORATION Delaney, Judith A. Denver, CO AT
Gross, Scott I. Amarillo, TX D, VP, S, T
McCausland, Robert Ross Amarillo, TX D, P, COO
Murphy, Mel Amarillo, TX D, VP
Peterson, Carol J. Denver, CO AS
Rugg, Raymond F. Denver, CO D, CB, CEO
Ziebell, Anne M. Minneapolis, MN AS

\
ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

REDDY KILOWATT CORPORATION Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
SAFE HAVEN HOMES, LLC Ewanika, Robert H. Minneapolis, MN Manager
Fowke, Ben G.S. III Minneapolis, MN Manager
SEREN INNOVATIONS, INC. Delaney, Judith A. Denver, CO AT
Derechin, Laurie A. Minneapolis, MN VP
Fowke, Ben G.S. III Minneapolis, MN CFO, T
Fuchs, Nancy J. Minneapolis, MN VP, C
Gackle, Cresston W. Minneapolis, MN AS
Gamble, James H. Minneapolis, MN VP
Glass, Peter M. Minneapolis, MN VP, GC
Gogel, Raymond E. Denver, CO D
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kaphing, William L. Jr. Minneapolis, MN VP
Kelly, Richard C. Minneapolis, MN D, CB
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Wietecki, Keith H. Minneapolis, MN D, P, CEO
Ziebell, Anne M. Minneapolis, MN AS
Zuehlke, Brad Minneapolis, MN VP
SOUTHWESTERN PUBLIC SERVICE COMPANY Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Gibson, Gary L. Amarillo, TX D, P, CEO
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kelly, Richard C. Minneapolis, MN D, VP
Marshall, JoEllen Amarillo, TX AS
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Wilks, David M. Golden, CO VP
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

TEXAS-OHIO PIPELINE, INC. Bonavia, Paul J. Denver, CO D
Delaney, Judith A. Denver, CO AT
Figoli, Darla Denver, CO T
Fowke, Ben G.S. III Minneapolis, MN VP
Hart, Cathy J. Minneapolis, MN S
Kelly, Richard C. Minneapolis, MN D, CB
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
UNITED POWER AND LAND COMPANY Bulloch, Gina L. Denver, CO D
Delaney, Judith A. Denver, CO AT
Gray, Eric V. Minneapolis, MN AT
Hart, Cathy J. Minneapolis, MN VP, S
Lesher, Cynthia L. Minneapolis, MN D, CB, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN VP, T
Widdel, Susan G. Minneapolis, MN D, VP
Ziebell, Anne M. Minneapolis, MN AS
UNITED WATER COMPANY Buczek, Sonny Denver, CO D, VP
Dugan, Jim Golden, CO D
Gryniewski, Amy Golden, CO D, S, T
Halffield, Donald R. Jr. Golden, CO D, P
Hickman, John Golden, CO D
UTILITY ENGINEERING CORPORATION Barron, Eddie T. Denver, CO SVP, COO
Brunetti, Wayne H. Minneapolis, MN D
Corbell, Royce W. Amarillo, TX C
Delaney, Judith A. Denver, CO AT
Ewell, Kenneth A. Groton, CO SVP
Gresham, Robert A. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Henderson, Billy B. Amarillo, TX SVP, CFO, T, AS
Henke, Daniel E. Amarillo, TX VP
Hessen, Corey N. Denver, CO VP
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, CB
Peterson, Carol J. Denver, CO AS
Richey, Barry L. Omaha, NE VP
Rugg, Raymond F. Denver, CO D, P, CEO
Schell, Mary P. Minneapolis, MN AT
Williams, Jimmy D. Amarillo, TX VP
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

WESTGAS INTERSTATE, INC. Basler, Donald J. Denver, CO VP
Delaney, Judith A. Denver, CO AT
Evans, Cynthia A. Denver, CO D
Fowke, Ben G.S. III Minneapolis, MN VP, T
Haeger, Kurtis J. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P, CEO
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY ARGENTINA, INC. Connelly, Michael C. Minneapolis, MN VP
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D, CB
Peterson, Carol J. Denver, CO AS
Schiburr, Laura L. Minneapolis, MN D, VP
Shah, Paras M. Minneapolis, MN D, P
Stoering, Mark E. Minneapolis, MN D
Yazvec, Michael J. Minneapolis, MN VP, T
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY - CADENCE, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Jaeger, Douglas W. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P, CEO
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY COMMUNICATIONS GROUP, INC. Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, CB, P, CEO
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

XCEL ENERGY, INC. Brunetti, Wayne H. Minneapolis, MN D, CB, CEO
Burgess, C. Coney Amarillo, TX D
Christensen, David A. Sioux Falls, SD D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Hart, Cathy J. Minneapolis, MN VP, S
Hemminghaus, Roger R. San Antonio, TX D
Hirschfield, A. Barry Denver, CO D
Johnson, Gary R. Minneapolis, MN VP, GC
Jones, Catherine A. Minneapolis, MN AS
Kelly, Richard C. Minneapolis, MN P, COO
Leatherdale, Douglas W. Minneapolis, MN D
Moreno, Albert F. San Francisco, CA D
Peterson, Carol J. Denver, CO AS
Preska, Margaret R. Mankato, MN D
Ripka, David E. Minneapolis, MN VP, C
Sampson, A. Patricia Plymouth, MN D
Schell, Mary P. Minneapolis, MN AT
Schuman, Allan L. St. Paul, MN D
Slifer, Rodney E. Vail, CO D
Stephens, W. Thomas Denver, CO D
Tyson, George E. II Minneapolis, MN AT
Weatherby, Scott L. Minneapolis, MN AC
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY FOUNDATION Brunetti, Wayne H. Minneapolis, MN D, P
Evans, Cynthia A. Denver, CO D
Kelly, Richard C. Minneapolis, MN D, T
Lesher, Cynthia L. Minneapolis, MN D
Willis, Elizabeth A. Minneapolis, MN D, S
XCEL ENERGY INTERNATIONAL, INC. Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP
Kelly, Richard C. Minneapolis, MN D, CB, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

XCEL ENERGY MARKETS HOLDINGS, INC. Bonavia, Paul J. Denver, CO D, P, CEO
Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, VP
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY O&M SERVICES, INC. Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, VP
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY PERFORMANCE CONTRACTING, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Gill, Natalie D. Richmond, CA VP
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Sprangers, John C. Minneapolis, MN EVP
Vincent, Patricia K. Denver, CO D, CB, P
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY PRODUCTS AND SERVICES, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Jaeger, Douglas W. Minneapolis, MN D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

XCEL ENERGY RETAIL HOLDINGS, INC. Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kawakami, Timothy Denver, CO VP
Kelly, Richard C. Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, P, CEO
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY SERVICES, INC. Bonavia, Paul J. Denver, CO VP
Brunetti, Wayne H. Minneapolis, MN D, CB, CEO
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, CFO, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D, VP, GC
Kelly, Richard C. Minneapolis, MN D, P, COO
Lesher, Cynthia L. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Ripka, David E. Minneapolis, MN VP, C
Schell, Mary P. Minneapolis, MN AT
Sparby, David M. Minneapolis, MN VP
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Wilks, David M. Golden, CO VP
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY TRANSCO, INC. Delaney, Judith A. Denver, CO AT
Fisher, Mary J. Denver, CO P, CEO
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Johnson, James P. Minneapolis, MN VP
Kelly, Richard C. Minneapolis, MN D, CB
Mertz, Douglas J. Minneapolis, MN VP
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

XCEL ENERGY VENTURES, INC. Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, CB, P, CEO
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY WHOLESALE GROUP, INC. Brunetti, Wayne H. Minneapolis, MN D
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Gogel, Raymond E. Denver, CO VP
Hart, Cathy J. Minneapolis, MN VP, S
Johnson, Gary R. Minneapolis, MN D
Kelly, Richard C. Minneapolis, MN D, CB, P, CEO
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO VP
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY WHOLESALE PROPANE, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kawakami, Timothy Denver, CO D, P
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB
Ziebell, Anne M. Minneapolis, MN AS
XCEL ENERGY WYCO, INC. Bonavia, Paul J. Denver, CO D, VP
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Tyson, George E. II Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P, CEO
Ziebell, Anne M. Minneapolis, MN AS

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I (CONTINUED)

PRINCIPAL
SUBSIDIARY NAME BUSINESS ADDRESS POSITION(S) HELD
------------------------------------------------------------------------------------------------------------------------

XERS, INC. Delaney, Judith A. Denver, CO AT
Gersack, Michael C. Denver, CO VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kawakami, Timothy Denver, CO VP
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Vincent, Patricia K. Denver, CO D, CB, P, CEO
Ziebell, Anne M. Minneapolis, MN AS
YOUNG GAS STORAGE COMPANY, LTD. Fowke, Ben G.S. III Minneapolis, MN Mgmt Comm Rep
Zinko, Donald J. Colorado Springs, CO Mgmt Comm Rep
YOUNG GAS STORAGE COMPANY Bonavia, Paul J. Denver, CO D, CB
Delaney, Judith A. Denver, CO AT
Fowke, Ben G.S. III Minneapolis, MN VP, T
Hart, Cathy J. Minneapolis, MN VP, S
Kelly, Richard C. Minneapolis, MN D
Peterson, Carol J. Denver, CO AS
Schell, Mary P. Minneapolis, MN AT
Wilks, David M. Golden, CO D
Ziebell, Anne M. Minneapolis, MN AS

PART II

With respect to each officer and director with a financial connection within the
provisions of Section 17(c) of the Act, show:

NAME OF DIRECTOR NAME AND LOCATION OF POSITION HELD IN APPLICABLE
OR OFFICER (1) FINANCIAL INSTITUTION (2) FINANCIAL INSTITUTION (3) EXTENSION RULE (4)
-------------------- ------------------------------------ ------------------------- ------------------

C. Coney Burgess Herring Bancorp Inc., Vernon, TX Chairman 70(a)
Herring National Bank Chairman & Director
Herring Bankshares Inc., Altus, OK Chairman
Monarch Trust Co., Amarillo, TX Pres., Chm. & Director

Rodney E. Slifer Alpine Banks of Colorado, Vail,CO Director 70(a)

W. Thomas Stephens The Putnam Funds, Boston, MA Director 70(b)

David A. Christensen Wells Fargo & Co., San Francisco, CA Director until April 2003 70(b)

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III

State the disclosures made in each system company's most recent proxy statement
and annual report on Form 10-K with respect to:

(a) The compensation of directors and executive officers of system
companies;

(b) Their interest in the securities of system companies including
options or other rights to acquire securities;

(d) Their indebtedness to system companies

(e) Their participation in bonus and profit-sharing arrangements
and other benefits;

(f) Their rights to indemnity.

FROM THE PROXY STATEMENT OF XCEL ENERGY INC.:

DIRECTORS' COMPENSATION FOR 2003

The following table provides information on our compensation and reimbursement
practices during 2003 for non-employee directors. The director who is employed
by Xcel Energy, Mr. Wayne Brunetti, does not receive any compensation for his
Board activities.

Annual Director Retainer $ 33,600
Board Meeting Attendance Fees (per meeting) $ 1,200
Telephonic Meeting Attendance Fees (per meeting) $ 500
Committee Meeting Attendance Fees (per meeting) $ 1,200
Governance, Compensation & Nominating Committee $ 3,000
Operations & Nuclear Committee $ 3,000
Audit Committee $ 6,000
Finance Committee $ 5,000
Stock Equivalent Units $ 52,800

We have had a Stock Equivalent Plan for Non-Employee Directors to more closely
align directors' interests with those of our shareholders. Under this Stock
Equivalent Plan, directors may receive an annual award of stock equivalent units
with each unit having a value equal to one share of our common stock. Stock
equivalent units do not entitle a director to vote and are only payable as a
distribution of whole shares of the Company's common stock upon a director's
disability or termination of service. The stock equivalent units fluctuate in
value as the value of our common stock fluctuates. Additional stock equivalent
units are accumulated upon the payment of and at the same value as dividends
declared on our common stock. The approval of an amended and restated stock
equivalent plan is one of the matters to be considered at this Annual Meeting.

On June 12, 2003, non-employee directors of Xcel Energy received an award of
3,415.27 stock equivalent units representing approximately $52,800 in cash
value. Additional stock equivalent units were accumulated during 2003 as
dividends were paid on our common stock. The number of stock equivalents for
each non-employee director is listed in the share ownership chart which is set
forth below.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

DIRECTORS COMPENSATION FOR 2003 (CONTINUED)

Directors also may participate in a deferred compensation plan which provides
for deferral of director retainer and meeting fees until after retirement from
the Board. A director may defer director retainer and meeting fees into the
Stock Equivalent Plan. A director who elects to defer compensation under this
plan may receive a premium of 20% of the compensation that is deferred.

COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning beneficial ownership of
our common stock as of March 22, 2004, for: (a) each director and the nominees
for director; (b) named executive officers set forth in the Summary Compensation
Table; and (c) the directors and executive officers as a group. Unless otherwise
indicated, each person has sole investment and voting power (or shares such
powers with his or her spouse) with respect to the shares set forth in the
following table. None of the individuals listed in the Beneficial Ownership
Table below owned more than 0.27% of Xcel Energy's common stock. None of these
individuals owns any shares of Xcel Energy's preferred stock.

BENEFICIAL OWNERSHIP TABLE

OPTIONS
EXERCISABLE
NAME AND PRINCIPAL COMMON STOCK WITHIN RESTRICTED
POSITION OF BENEFICIAL OWNER STOCK EQUIVALENTS 60 DAYS STOCK (3) TOTAL
------------------------------------------------- ---------- ----------- ----------- ---------- ------------

Wayne H. Brunetti 126,734.59 13,518.80 692,850.00 246,395.12 1,079,498.51
Chairman of the Board and Chief Executive Officer

Richard H. Anderson 300.00 -- -- -- 300.00
Nominee for Director

C. Coney Burgess 8,986.62 19,059.05 -- -- 28,045.67
Director

David A. Christensen 1,000.00 44,089.52 -- -- 45,089.52
Director

Roger R. Hemminghaus 6,602.38 28,510.51 -- -- 35,112.89
Director

A. Barry Hirschfield 13,886.09 21,693.77 -- -- 35,579.86
Director

Douglas W. Leatherdale 1,100.00 42,819.86 -- -- 43,919.86
Director

Albert F. Moreno 2,325.00 27,870.00 -- -- 30,195.00
Director

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

BENEFICIAL OWNERSHIP TABLE (CONTINUED)

OPTIONS
EXERCISABLE
NAME AND PRINCIPAL COMMON STOCK WITHIN RESTRICTED
POSITION OF BENEFICIAL OWNER STOCK EQUIVALENTS 60 DAYS STOCK TOTAL
-------------------------------------------------------- ---------- ----------- ------------ ---------- ------------

Ralph R. Peterson -- -- -- -- --
Nominee for Director

Margaret R. Preska 1,300.00 31,311.10 -- -- 32,611.10
Director

A. Patricia Sampson 1,310.76 28,631.52 -- -- 29,942.28
Director

Allan L. Schuman 200.00 27,306.86 -- -- 27,506.86
Director

Rodney E. Slifer 18,783.13 32,123.49 -- -- 50,906.62
Director

W. Thomas Stephens 11,513.77 28,472.29 -- -- 39,986.06
Director

Richard C. Kelly (1) 33,566.88 4,449.21 224,750.00 62,660.89 327,426.98
President and COO and Nominee for Director

Gary R. Johnson 20,673.28 -- 100,365.00 35,570.75 156,609.03
Vice President and General Counsel

Paul J. Bonavia 11,526.51 1,510.46 186,000.00 35,114.76 234,151.73
President, Energy Markets and Commercial Enterprises

Patricia K. Vincent 4,268.65 2,079.46 37,200.00 31,009.76 74,557.87
President, Customer and Field Operations

J.T. Petillo 16,039.15 -- 112,530.00 31,465.75 160,034.90
Former President, Energy Delivery (2)

Directors and Executive Officers as a Group (27 persons) 406,214.60 361,704.86 1,719,767.00 576,491.88 3,064,178.34

(1) Mr. Kelly's wife owns 407.84 of these shares and 4,497 of these shares are
held in a trust for which Mr. Kelly serves as trustee. Mr. Kelly disclaims
beneficial ownership of these shares.

(2) Mr. Petillo retired in August 2003.

(3) Includes performance-based restricted stock units, which vest on March 29,
2004, in the following amounts: Mr. Brunetti, 196,427.96; Mr. Kelly, 60,986.97;
Mr. Johnson, 35,570.75; Mr. Bonavia, 35,114.76; Ms. Vincent, 31,009.76 and Mr.
Petillo, 31,465.75.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
officers to file with the Securities and Exchange Commission reports regarding
their ownership and changes in ownership of our stock. We are required to
disclose whether we have knowledge that any person required to file such a
report may have failed to do so in a timely manner. We believe that during 2003,
all of our officers subject to such reporting obligations have satisfied all
Section 16(a) filing requirements. In making this statement, we have relied upon
examination of the copies of Forms 3, 4, and 5 and the written representations
of our directors and executive officers.

EXECUTIVE COMPENSATION

The following tables set forth cash and non-cash compensation for each of the
last three fiscal years ended December 31, 2003, for the Company's Chief
Executive Officer, each of the four next most highly compensated executive
officers serving as officers at December 31, 2003 and one former officer who
would have been among such four next most highly compensated executive officers
but for the fact that he was not serving as an officer at December 31, 2003
(collectively, the "Named Executive Officers"). As set forth in the footnotes,
the data presented in this table and the tables that follow include amounts paid
to the Named Executive Officers in 2003 by Xcel Energy or any of its
subsidiaries.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ------------------------------------------
AWARDS PAYOUTS
-------------------------- --------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)

NUMBER OF
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPENSATION STOCK OPTIONS AND LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) ($)(2) AWARDS ($)(3) SAR'S (#) PAYOUTS ($)(4) ($)(5)
----------------------- ---- ---------- ------------ ------------ ------------- ----------- -------------- ------------

Wayne H. Brunetti 2003 1,065,000 1,175,542 3,288 -- -- -- 217,841
Chairman and Chief 2002 1,065,000 -- 9,836 -- -- -- 95,832
Executive Officer 2001 895,000 953,873 9,267 -- -- 902,271 81,360

Richard C. Kelly 2003 532,361 1,000,000 2,127 -- -- -- 89,850
President and COO* 2002 510,000 -- 3,814 -- -- -- 45,917
2001 425,417 338,588 1,208 -- -- 269,633 39,077

Gary R. Johnson 2003 390,000 500,000 1,091 -- -- -- 17,589
Vice President and 2002 390,000 -- 1,329 -- -- -- 26,656
General Counsel 2001 340,000 236,656 3,934 -- -- 175,206 27,640

Paul J. Bonavia 2003 385,000 264,405 11,198 -- -- -- 110,333
President, Commercial 2002 385,000 -- 3,956 -- -- -- 9,278
Enterprises 2001 350,000 262,920 15,416 -- -- 180,338 16,503

Patricia K. Vincent 2003 368,333 283,235 3,806 -- -- -- 34,993
President, Customer & 2002 340,000 -- 2,982 -- -- -- 13,780
Field Operations 2001 266,370 186,396 12,137 -- 47,000 69,877 7,683

James T. Petillo 2003 230,000 -- 4,063 -- -- -- 2,813,665
Former President, 2002 345,000 -- 1,617 -- -- -- 15,157
Energy Deliver Supply** 2001 316,250 200,463 12,978 -- -- 149,408 15,562

*Elected as President and Chief Operating Officer (COO) effective October 2003.

**Retired effective August 2003.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

SUMMARY COMPENSATION TABLE (CONTINUED)

(1) The amounts in this column represent awards earned under the Xcel Energy
Executive Annual Incentive Award program. For Mr. Brunetti, the amounts for 2003
include the value of 40,535 shares of restricted common stock he received in
lieu of a portion of the cash payment to which he was otherwise entitled under
the Xcel Energy Executive Annual Incentive Award program. For Mr. Bonavia, the
amount for 2003 includes the pre-tax value of 7,977 shares of common stock he
received in lieu of a portion of the cash payment to which he was otherwise
entitled under the Xcel Energy Executive Annual Incentive Award program. For Mr.
Brunetti, Mr. Kelly and Mr. Petillo, the amounts for 2001 include the value of
25,068, 4,449 and 10,536 shares, respectively, of restricted common stock they
received in lieu of a portion of the cash payments to which they were otherwise
entitled under the Xcel Energy Executive Annual Incentive Award program. For Mr.
Bonavia, the amount for 2001 includes the pre-tax value of 3,023 shares of
common stock he received in lieu of a portion of the cash payment to which he
was otherwise entitled under the Xcel Energy Executive Annual Incentive Award
program.

(2) The amounts shown include reimbursements for taxes on certain personal
benefits, including perquisites received by the named executives.

(3) At December 31, 2003, Messrs. Brunetti and Kelly held shares of restricted
stock. As of December 31, 2003, Mr. Brunetti held 25,245.98 and Mr. Kelly held
3,312.14 shares of restricted stock with an aggregate value of $428,677 and
$56,240, respectively. Restricted stock vests in three equal annual installments
and the holders are entitled to receive dividends at the same rate as paid on
all other shares of common stock. The dividends are reinvested in additional
shares of stock which is also restricted for the same periods as the underlying
restricted stock on which the dividends are paid.

(4) The amounts shown for 2001 include cash payments made under the Xcel Energy
Long-Term Incentive Program. No amounts were paid under such Program for 2002 or
2003. No performance cash awards under the NCE Value Creation Plan for Messrs.
Brunetti, Kelly, Bonavia, Petillo and Ms. Vincent were paid during 2001 or 2002.

(5) The amounts represented in the "All Other Compensation" column for the year
2003 for the Named Executive Officers include the following:

VALUE OF THE
REMAINDER OF
INSURANCE IMPUTED EARNINGS
PREMIUMS INCOME AS A ACCRUED
COMPANY CONTRIBUTIONS PAID BY THE RESULT OF UNDER
MATCHING TO THE COMPANY UNDER THE LIFE DEFERRED
401(k) NON-QUALIFIED THE OFFICER INSURANCE PAID COMPENSATION SEVERANCE
CONTRIBUTIONS SAVINGS PLAN BENEFIT PLAN BY THE PLAN PAYMENTS
NAME ($) ($) ($) COMPANY ($) ($) ($) TOTAL ($)
------------------- ------------- ------------- ------------- -------------- ------------ ------------- ----------

Wayne H. Brunetti 8,000 34,600 n/a 5,337 169,904 -- 217,841

Richard C. Kelly 8,000 13,294 n/a 2,550 66,006 -- 89,850

Gary R. Johnson 1,400 -- 179 2,142 13,868 -- 17,589

Paul J. Bonavia 8,000 7,400 n/a 1,324 93,609 -- 110,333

Patricia K. Vincent 8,000 6,733 n/a -- 20,260 -- 34,993

James T. Petillo -- -- -- 952 5,824 2,806,889 (1) 2,813,665

(1) This amount represents payments related to non-competition provisions in the
severance agreement which Mr. Petillo entered into in connection with the
termination of his employment on August 31, 2003. Approximately $2 million
related to non-competition provision in the severance agreement. Additional
payments include a $87,749 lump sum related to Xcel Energy's qualified pension
plan, a $10,833 lump sum related to Xcel Energy's non-qualified pension plan and
a $708,307 lump sum related to Xcel Energy's Senior Executive Retirement Plan.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table indicates for each of the named executives the number and
value of exercisable and unexercisable options and SARs as of December 31, 2003.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARs AT FY-END (#) OPTIONS/SARs AT FY-END ($)(1)
ACQUIRED ON VALUE ------------------------------------- ------------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------- ------------ ------------ ----------- ------------- ----------- -------------

Wayne H. Brunetti -- -- 692,850 756,000 -- --

Richard C. Kelly -- -- 224,750 228,000 -- --

Gary R. Johnson -- -- 109,505 147,000 -- --

Paul J. Bonavia -- -- 186,000 153,000 -- --

Patricia K. Vincent -- -- 37,200 107,000 -- --

James T. Petillo -- -- 112,530 126,000 -- --

(1) Option values were calculated based on a $16.98 closing price of Xcel Energy
common stock, as reported on the New York Stock Exchange at December 31, 2003.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR (1)

The following table shows information on awards granted during 2003 under the
Company's Omnibus Incentive Plan for each person in the Summary Compensation
Table.

PERFORMANCE OF ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLANS
SHARES, UNITS OR UNTIL MATURATION ------------------------------------------------
NAME OTHER RIGHTS(2) OR PAYOUT THRESHOLD ($)(3) TARGET ($)(#) MAXIMUM ($)
------------------- ---------------- ------------------- --------------- -------------- -------------

Wayne H. Brunetti 218,277 (3) 1/1/03-12/31/05 $605,719 $ 2,422,875 $ 4,845,750
187,384 (4) 3/28/03-3/28/07 (4) 187,384 units 187,384 units

Richard C. Kelly 67,770 (3) 1/1/03-12/31/05 $188,063 $ 752,250 $ 1,504,500
58,179 (4) 3/28/03-3/28/07 (4) 58,179 units 58,179 units

Gary R. Johnson 39,527 (3) 1/1/03-12/31/05 $109,688 $ 438,750 $ 877,500
33,933 (4) 3/28/03-3/28/07 (4) 33,933 units 33,933 units

Paul J. Bonavia 39,020 (3) 1/1/03-12/31/05 $108,281 $ 433,125 $ 866,250
33,498 (4) 3/28/03-3/28/07 (4) 33,498 units 33,498 units

Patricia K. Vincent 34,459 (3) 1/1/03-12/31/05 $ 95,624 $ 382,495 $ 764,990
29,582 (4) 3/28/03-3/28/07 (4) 29,582 units 29,582 units

James T. Petillo 34,966 (3) 1/1/03-12/31/05 $ 97,031 $ 388,128 $ 776,250
30,017 (4) 3/28/03-3/28/07 (4) 30,017 units 30,017 units

(1) The amounts in this table for the year 2003 represent awards made under the
performance-based restricted stock unit and performance share components
described under "Long-Term Incentives" in the Report of the Governance,
Compensation and Nominating Committee.

(2) Each performance share or performance-based restricted stock unit represents
the value of one share of Xcel Energy common stock.

(3) Represents performance shares component. If the threshold for the
performance share component of the 35th percentile is achieved, the payout could
range between 25% and 200%. The amounts are based on a stock price of $11.10,
which was the average high/low price on January 2, 2003.

(4) Represents the performance-based restricted stock unit component.
Restrictions on the performance-based restricted stock units will lapse, but not
before one year from the date of grant, after the achievement of a 27 percent
total shareholder return ("TSR") for 10 consecutive business days and other
criteria relating to Xcel Energy's common equity ratio. If the TSR target and
other criteria relating to Xcel Energy's common equity ratio is not met within
four years, the grant will be forfeited. TSR is measured using the market price
per share of Xcel Energy common stock, which at the grant date was $12.93, plus
common dividends paid after grant date. Additional units are credited during the
restricted period at the same rate as dividends paid on all other shares of
outstanding common stock. The dividend equivalents are subject to all terms of
the original grant. As of December 31, 2003, the following dividend equivalents
have been credited: Mr. Brunetti, 6,931; Mr. Kelly, 2,152; Mr. Johnson, 1,255;
Mr. Bonavia, 1,239; Ms. Vincent, 1,094; and Mr. Petillo, 1,110.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

PENSION PLAN TABLE

The following table shows estimated combined pension benefits payable to a
covered participant form the qualified and non-qualified defined benefit plans
maintained by Xcel Energy and its subsidiaries and the Xcel Energy Supplemental
Executive Retirement Plan (the "SERP"). The Named Executive Officers are all
participants in the SERP and the qualified and non-qualified defined benefit
plans sponsored by us.

YEARS OF SERVICE
HIGHEST AVERAGE -------------------------------------
COMPENSATION 10 YEARS 15 YEARS 20 OR MORE YEARS
--------------- -------- -------- ----------------

200,000 55,000 82,500 110,000
225,000 61,875 92,813 123,750
250,000 68,750 103,125 137,500
275,000 75,625 113,438 151,250
300,000 82,500 123,750 165,000
350,000 96,250 144,375 192,500
400,000 11,000 165,000 220,000
450,000 123,750 185,625 247,500
500,000 137,500 206,250 275,000
600,000 165,000 247,500 330,000
700,000 192,500 288,750 385,000
800,000 220,000 330,000 440,000
900,000 247,500 371,250 495,000
1,000,000 275,000 412,500 550,000
1,100,000 302,500 453,750 605,000
1,200,000 330,000 495,000 660,000
1,300,000 357,500 536,250 715,000
1,400,000 385,000 577,500 770,000
1,500,000 412,500 618,750 825,000
1,600,000 440,000 660,000 880,000
1,700,000 467,500 701,250 935,000
1,800,000 495,000 742,500 990,000
1,900,000 522,500 783,750 1,045,000
2,000,000 550,000 825,000 1,100,000
2,100,000 577,500 866,250 1,155,000
2,200,000 605,000 907,500 1,210,000

The benefits listed in the Pension Plan Table are not subject to any deduction
or offset. The compensation used to calculate the SERP benefits is base salary
as of December 31 plus annual incentive. The Salary and Bonus columns of the
Summary Compensation Table for 2003 reflect the covered compensation used to
calculate SERP benefits.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

PENSION PLAN TABLE (CONTINUED)

The SERP benefit accrues ratably over 20 years and, when fully accrued, is equal
to (a) 55% of the highest three years covered compensation of the five years
preceding retirement or termination minus (b) any other qualified or
non-qualified benefits. The SERP benefit is payable as an annuity for 20 years,
or as a single lump-sum amount equal to the actuarial equivalent present value
of the 20-year annuity. Benefits are payable at age 62, or as early as age 55,
but would be reduced 5% for each year that the benefit commencement date
precedes age 62. The approximate credited years of service under the SERP as of
December 31, 2003, were as follows:

Mr. Brunetti 16 years
Mr. Kelly 36 years
Mr. Johnson 25 years
Mr. Bonavia 6 years
Ms. Vincent 10 years
Mr. Petillo 7 years

Notwithstanding any special provisions related to pension benefits described
under "Employment Agreements and Severance Arrangements," the Company has
granted additional credited years of service to Mr. Brunetti and Ms. Vincent for
purposes of SERP accrual. The additional credited years of service
(approximately seven years for Mr. Brunetti and five years for Ms. Vincent) are
included in the above table. Additionally, the Company has agreed to grant full
accrual of SERP benefits to Mr. Brunetti at age 62 and to Mr. Bonavia at age 57
and 8 months, if they continue to be employed by the Company until such age.

REPORT OF THE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE OF THE BOARD OF
DIRECTORS

The executive compensation and benefit programs of the Company are administered
by the Governance, Compensation and Nominating Committee of the Board of
Directors (the "Compensation Committee"). The Compensation Committee is composed
of W. Thomas Stephens, Chair, C. Coney Burgess, David A. Christensen, A. Barry
Hirschfield, Douglas W. Leatherdale, and A. Patricia Sampson, all of whom are
independent directors as defined by the listing standards of the New York Stock
Exchange, "non-employee directors" of the Company, as defined by Section 16(b)
of the Securities Exchange Act of 1934 (the "1934 Act"), and "outside directors"
as defined within the meaning of Section 162(m) of the Internal Revenue Code of
1986. The Board has delegated to the Compensation Committee the responsibility
of establishing the Company's compensation philosophy, as well as the
compensation package for the Chairman and Chief Executive Officer and other
named executives of the Company. This includes establishing and administering
the Company's base salary program, executive annual and long-term incentive
programs, and executive benefit programs. The Compensation Committee also
recommends and administers compensation and benefit programs for all Company
executives and key talent.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

COMPENSATION PHILOSOPHY

The Compensation Committee's goal is to attract, retain, and motivate the
outstanding executive talent needed to deliver superior returns to shareholders
and provide the highest quality of service to customers. The Company's executive
compensation philosophy uses a combination of salary and performance-based
(incentive) compensation, delivered through annual and long-term incentives, to
align management's interests with those of shareholders. This philosophy results
in a targeted compensation mix for senior officers in which annual and long-term
incentives account for more than 50 percent of the executives' annual
compensation. In addition, the Company's compensation program helps to reinforce
management's link to shareholders by establishing plans that compensate
executives based on corporate, business unit, and individual performance goals.
Finally, significant use of equity-based incentives encourages management to
respond to business challenges and opportunities as owners as well as employees.

In establishing a compensation strategy for the Company, the Compensation
Committee worked with an independent, nationally recognized compensation and
benefits consulting firm and took into account several factors:

- The desire to align management interests with those of shareholders.

- The desire to strongly link management pay to both annual and long-term
Company performance.

- The need to attract talent from broader markets as the utility industry
changes, to retain individuals of outstanding ability and to motivate
such individuals to achieve superior performance.

As a result, the Compensation Committee has approved a compensation strategy
designed to meet these objectives and encourage executives to achieve in a
highly evolving competitive environment. Base salaries and annual incentive
opportunities are set to the median of utility industry and, where appropriate,
general industry levels to provide an incentive for executives to optimize the
Company's performance. Long-term incentive targets are set at the 75th
percentile of the utility industry and are linked to both relative and absolute
shareholder return. Base salaries are reviewed annually, with increases tied to
such factors as individual performance, the executive's duties and
responsibilities, financial results, and changes in the marketplace. Federal tax
law limits the deductibility of executive compensation in excess of $1,000,000
unless certain exceptions are met. It is the Committee's intent to maintain the
deductibility of executive compensation to the extent reasonably practicable and
to the extent consistent with its other compensation objectives.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

BASE SALARY

The Compensation Committee targeted base salaries to the 50th percentile of
similarly sized utility and general industry companies (on a revenue adjusted
basis) as described above. Under the terms of his employment agreement, Mr.
Brunetti was entitled to a base salary not less than his salary immediately
prior to the merger between NSP and NCE that formed Xcel Energy (the "Merger"),
which was $685,000. In connection with the assumption of increased
responsibilities following the Merger, effective August 2000, Mr. Brunetti
received a salary adjustment to $895,000. Effective January 2002, Mr. Brunetti
received a salary adjustment to $1,065,000. Mr. Brunetti did not receive any
additional salary adjustment for 2003. Similarly, the other Named Executive
Officers did not receive salary adjustments for 2003, except for Mr. Kelly,
whose salary was adjusted in connection with the assumption of increased
responsibilities as President and COO, and Ms. Vincent whose salary was adjusted
in connection with the assumption of increased responsibilities following the
merging of the two business units that she now oversees. These base salaries are
included in the "Salary" column of the Summary Compensation Table.

ANNUAL INCENTIVES

Annual incentives are administered under the Xcel Energy Executive Annual
Incentive Award Plan (the "Xcel Annual Incentive Plan"), which was approved by
shareholders in 2000. Annual incentive awards are targeted to the 50th
percentile of blended utility industry and general industry levels, as discussed
above, and are based on achieving corporate financial and operational goals and
business unit operational goals.

Target Annual Incentive Awards for 2003

Corporate goals include targeted earnings per share, a customer loyalty index
(which includes customer service measurements), safety and reliability. Business
Unit goals include customer service, reliability, safety and meeting budget,
measured at a business unit level.

Target annual incentive awards (as a percent of base salary) are set for all
Xcel Energy officers, ranging from 85% of salary for Mr. Brunetti to 55% of
salary for the other Named Executive Officers. Maximum awards may be up to two
times the target awards. With the approval of the Compensation Committee, an
award may be multiplied by a leadership rating factor from zero to two.

The annual incentive formula is calculated using predetermined performance
measures. For Messrs. Brunetti and Kelly, the formula is weighted 100% to
attaining corporate goals. For the other executive officers, including Named
Executive Officers, the formula is weighted 67% to attaining corporate goals and
33% to attaining business unit operational goals.

In order to encourage increased share ownership by executive officers, the Xcel
Annual Incentive Plan provides the option for executives to receive their
payments in shares of common stock or shares of restricted common stock (which
vests in equal annual installments over a three-year period) in lieu of cash. A
5% premium is added to amounts paid in shares of common stock, and a 20% premium
is added to amounts paid in shares of restricted common stock.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

ANNUAL INCENTIVES (CONTINUED)

Calculation and Payment of 2003 Annual Incentive Awards

Based on corporate performance during 2003, payouts under the corporate
performance component were 130% of the corporate target. Business unit
performance resulted in payouts ranging from 108% to 170% of the target for the
business unit goals. As a result, and taking into account adjustments for their
individual leadership rating factors, the executive officers received from 125%
to 246% of their targeted annual incentive awards. These annual incentive
payments are included in the "Bonus" column of the Summary Compensation Table.

LONG-TERM INCENTIVES

Long-term incentives are administered under the Xcel Energy Inc. Omnibus
Incentive Plan, approved by shareholders in 2000. This plan allows for several
forms of incentive compensation from which the Compensation Committee may select
in designing long-term incentives.

For 2003 the Xcel Energy long-term incentive plan had two components:

- performance-based restricted stock units; and

- performance shares.

Long-term incentive opportunities ranges from 455% of base salary for Mr.
Brunetti to 225% of base salary for the other Xcel Energy Named Executive
Officers. Performance-based restricted stock units are targeted to deliver 50%
of each officer's long-term incentive opportunity, with the remaining 50%
delivered through the performance share component.

Performance-Based Restricted Stock Unit Component. On March 28, 2003, the
Compensation Committee granted performance-based restricted stock units to
executive officers. Each unit represented one share of our common stock. Prior
to the expiration of the restricted period, the performance-based restricted
stock units may not be sold or otherwise transferred by the recipients. The
restricted period will end, and restrictions on transfer of the
performance-based restricted stock units will lapse, when our common stock
achieves a 27 percent total shareholder return ("TSR") for 10 consecutive days
and when our common equity ration exceeds 24 percent; provided, however, that
even if such TSR and common equity ratio goals have been achieved, under no
circumstances will the restrictions lapse until one year after the date of
grant.

If the TSR target and common equity ratio were not met within four years from
the date of grant, the performance-based restricted stock units would be
forfeited. For these purposes, TSR is measured by the appreciation in the market
price of our common stock since the date of grant (at which time the market
price was $12.93) plus common dividends paid after grant date. Effective
November 11, 2003, both the TSR and common equity ratios had been achieved and,
accordingly, the restrictions on the performance-based restricted stock units
lapsed on March 29, 2004 and each recipient received shares of common stock
equal to the number of performance-based restricted stock units then held by
such recipient.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

LONG-TERM INCENTIVES (CONTINUED)

The number of performance-based restricted stock units awarded was calculated by
dividing the executive's target award by $12.93, the average of the high and low
prices of our common stock on the date of the grant.

Mr. Brunetti was awarded 187,384 performance-based restricted stock units. Other
Named Executive Officers were awarded from 58,179 to 29,582 performance-based
restricted stock units. These awards are included in the Long-Term Incentive
Plan Awards in Last Fiscal Year Table.

Performance Share Component. The performance share component uses a single
measure, Total Shareholder Return ("TSR"). Xcel Energy's TSR will be measured
over a three-year period, using overlapping cycles. Xcel Energy's TSR is
compared to the TSR of other companies in the EEI Electrics Index as a peer
group. At the end of each three-year period, the performance unit component
provides for payment at target for performance at the 50th percentile of the
peer group and at 200% of target for performance at or above the 75th percentile
of the peer group. The performance unit component provides smaller payments for
performance below the 50th percentile. No payment would be made for performance
below the 35th percentile.

Awards in the performance share component are made in shares, each of which
represents the value of one share of Xcel Energy common stock. The number of
shares awarded is calculated by dividing the executive's target award by the
fair market value of Xcel Energy common stock on the date of the grant.

For the measurement cycle that ended in 2003, the TSR was below the 35th
percentile resulting in no payout.

For the 2003 to 2005 measurement cycle, Mr. Brunetti was awarded 218,277 shares.
Other Named Executive Officers were awarded from 34,459 to 67,770 shares. These
awards are included in the Long-Term Incentive Plan Awards in Last Fiscal Year
Table.

Other Perquisites and Benefits

Other perquisites and benefits provided to executives generally are not tied to
the Company's financial performance, but are primarily designed to attract and
retain executives. Among the perquisites and benefits provided by the Company in
2003 to its executives are Company-paid life insurance in an amount equal to
four times base pay, and benefits provided under the Xcel Energy Inc.
Nonqualified Deferred Compensation Plan and the Xcel Energy Supplemental
Executive Retirement Plan that make up for retirement benefits that cannot be
paid under the Company's qualified retirement plans due to Internal Revenue Code
limitations and the exclusion of certain elements of pay from pension-covered
earnings. The level of retirement benefits provided by these plans in the
aggregate is reflected in the Pension Plan Table.

Certain executive officers, including three of the Named Executive Officers, may
receive severance benefits in accordance with the Xcel Energy Senior Executive
Severance and Change in Control Policy, which is described in more detail under
the section below entitled "Employment Agreements and Severance Arrangements."

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

STOCK OWNERSHIP GUIDELINES

The Compensation Committee believes that it is essential to align management's
interests with those of the shareholders. In order to emphasize this belief,
Xcel Energy adopted stock ownership guidelines for the executives. The
Compensation Committee believes that linking a significant portion of an
executive's current and potential future net worth to Xcel Energy's success, as
reflected in the stock price, ensures that executives have a stake similar to
that of Xcel Energy shareholders. Such guidelines also encourage the long-term
management of the Company for the benefit of the shareholders. The share
ownership guideline for each executive is based on the executive's position. The
guideline for the Chairman of the Board and Chief Executive Officer is five
times base salary. The guideline for the President & COO is four times base
salary. Other Business Unit Heads have a guideline of three times base salary.
All other Company officers have share ownership guidelines of two times base
salary. Each executive is expected to achieve the applicable ownership
guidelines by August 1, 2005, and each is expected to reach interim milestones
at August 1, 2003 and August 1, 2004. All shares that the executive is entitled
to vote counts toward compliance with the ownership guidelines and the number of
shares necessary to satisfy the guidelines is based on an assumed valuation of
$18 per share.

CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation of Wayne H. Brunetti, Chairman of the Board and Chief Executive
Officer, is determined by the process described in the base salary, short-term
and long-term performance components above, namely base salary, annual
incentive, performance share, and performance-based restricted stock units. For
2003, Mr. Brunetti received a long-term incentive opportunity of 455% of base
salary and an annual incentive award target of 85% of base salary. As discussed
above, he was awarded 187,384 performance-based restricted stock units and
218,277 performance shares.

Mr. Brunetti received no base salary adjustment for the year 2003. His base
salary is included in the "Salary" column of the Summary Compensation Table
above.

CONCLUSION

The Compensation Committee believes that Xcel Energy's executive compensation
package effectively serves the interests of the Company and its shareholders.
The balance of base pay and annual and long-term incentives provides increased
motivation to executives to contribute to and participate in the Company's
long-term success. The Compensation Committee is dedicated to ensuring that the
Company's total compensation package continues to meet the needs of the Company
and will monitor and revise compensation policies as necessary.

SUBMITTED BY THE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE OF THE XCEL
ENERGY BOARD OF DIRECTORS

W. Thomas Stephens, Chair A. Barry Hirschfield
C. Coney Burgess Douglas W. Leatherdale
David A. Christensen A. Patricia Sampson

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

XCEL ENERGY STOCK PERFORMANCE GRAPH

The following compares our cumulative total shareholder return on common stock
with the cumulative total return of the Standard & Poor's 500 Composite Stock
Price Index, and the EEI Electrics Index over the last five fiscal years
(assuming a $100 investment in each vehicle on December 31, 1998 and the
reinvestment of all dividends).

The EEI Electrics Index currently includes 65 companies and is a broad measure
of industry performance.

(Xcel Energy Comparative Total Return graph omitted).

1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----

Xcel Energy/NSP $100 $ 75 $119 $120 $ 51 $ 83
EEI Electrics $100 $ 81 $120 $110 $ 94 $116
S&P 500 $100 $120 $107 $ 93 $ 72 $ 90

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS

Wayne H. Brunetti Employment Agreement

At the time of the Merger, NCE and NSP also entered into a new employment
agreement with Mr. Brunetti, which replace his existing employment agreement
with NCE when the Merger was completed. The initial term of the agreement was
four years, with automatic one-year extensions beginning at the end of the
second year and continuing each year thereafter unless notice is given by either
party that the agreement will not be extended. Under the terms of the agreement,
Mr. Brunetti served as Chief Executive Officer and President and a member of the
board of directors of Xcel Energy for one year following the Merger, and,
commencing August 18, 2001 (one year after the Merger) began serving as Chief
Executive Officer, President and Chairman of the Board of Directors of Xcel
Energy. Mr. Brunetti is required to perform the majority of his duties at the
headquarters of Xcel Energy in Minneapolis, Minnesota, and was required to
relocate the residence at which he spends the majority of his time to the Twin
Cities area. His agreement also provides that if Mr. Brunetti becomes entitled
to receive severance benefits, he will be forbidden from competing with Xcel
Energy and its affiliates for two years following the termination of his
employment, and from disclosing confidential information of Xcel Energy and its
affiliates.

Under his employment agreement, Mr. Brunetti will receive the following
compensation and benefits:

- a base salary not less than his base salary immediately before the
Merger;

- the opportunity to earn annual and long-term incentive compensation
amounts not less than he was able to earn immediately before the
Merger;

- life insurance coverage and participation in a supplemental executive
retirement plan; and

- the same fringe benefits as he received under his NCE employment
agreement, or, if greater, as those of the next higher executive
officer of Xcel Energy.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

Wayne H. Brunetti Employment Agreement (continued)

If Mr. Brunetti's employment were to be terminated by Xcel Energy without cause
or if he were to terminate his employment for good reason, he would be entitled
to receive the compensation and benefits described above as if he had remained
employed for the employment period remaining under his employment agreement and
then retired, at which time he would be eligible for all retiree benefits
provided to retired senior executives of Xcel Energy. In determining the level
of his compensation following termination of employment, the amount of incentive
compensation he would receive would be based upon the target level of incentive
compensation he would have received in the year in which his termination
occurred, and he would have received cash equal to the value of stock options,
restricted stock and other stock-based awards he would have received instead of
receiving the awards. In addition, the restrictions on his restricted stock
would lapse and his stock options would have become vested. Finally, Xcel Energy
would be obligated to make Mr. Brunetti whole for any excise tax on severance
payments that he incurs.

Mr. Brunetti also had a change-of-control employment agreement with NCE. The
Merger did not cause a "change of control" under this agreement, so it did not
become effective as a result of the Merger. However, in case this agreement
becomes effective because of a later change of control, Mr. Brunetti has waived
his right to receive any severance benefits under the change-of-control
employment agreement to the extent they would duplicate severance benefits under
his employment agreement.

Paul J. Bonavia Employment Agreement

In connection with and effective upon completion of the Merger, we and Paul J.
Bonavia entered into an amendment to an employment agreement between Mr. Bonavia
and NCE. Except as discussed below, the original agreement expired December 14,
2000. In connection with the Merger, Mr. Bonavia's position changed from Senior
Vice President, General Counsel and President of NCE's International Business
Unit to President of our Energy Markets Business Unit. In the amendment, Mr.
Bonavia agreed not to assert before January 6, 2003 that his duties and
responsibilities had been diminished, and thus he has waived the right to claim
certain benefits under the Xcel Energy Senior Executive Severance Policy
relating to this change in his status prior to that date. If certain conditions
were met on January 6, 2003 or within seven business days thereafter, which
conditions include the termination of Mr. Bonavia's employment, Mr. Bonavia
would have been entitled to severance benefits comparable to those provided to
the other senior executives under the Xcel Energy 1999 Senior Executive
Severance Policy. Mr. Bonavia and we have entered into another amendment to this
agreement. As part of this amendment, Mr. Bonavia agreed to continue his
employment through August 31, 2003. Mr. Bonavia also agreed not to assert that
his duties and responsibilities have been diminished. In return, we agreed that
if we terminate Mr. Bonavia's employment for any reason other than cause, or if
Mr. Bonavia terminates his employment for any reason after August 31, 2003, then
he will be entitled to severance benefits comparable to those provided to the
other senior executives under the Xcel Energy 1999 Senior Executive Severance
Policy.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

1999 Severance Policy

NSP and NCE each adopted a 1999 senior executive severance policy in March 1999.
These policies were combined into a single Xcel Energy Senior Executive
Severance Policy, which terminated on August 18, 2003 on its scheduled
termination date. All of our executive officers other than Mr. Brunetti
participated in the policy until its termination.

Under the 1999 policy, a participant whose employment was terminated at any time
before August 18, 2003, the third anniversary of the Merger, received severance
benefits unless:

- the employer terminated the participant for cause;

- the termination was because of the participant's death, disability or
retirement;

- the participant's division or subsidiary was sold and the buyer agreed
to continue the participant's employment with specified protections for
the participant; or

- the participant terminated voluntarily without good reason.

To receive the severance benefits, the participant must have also signed an
agreement releasing all claims against the employer and its affiliates, and
agreeing not to compete with the employer and its affiliates and not to solicit
their employees and customers.

The severance benefits for executive officers under the 1999 policy included the
following:

- a cash payment equal to 2.5 times the participant's annual base salary,
annual bonus and annualized long-term incentive compensation, prorated
incentive compensation for the year of termination and perquisite
allowance;

- a cash payment equal to the additional amounts that would have been
credited to the executive under pension and retirement savings plans,
if the participant had remained employed for another 2.5 years;

- continued welfare benefits for 2.5 years;

- financial planning benefit for two years, and outplacement services
costing not more than $30,000; and

- an additional cash payment to make the participant whole for any excise
tax on excess severance payments that he or she may incur, with certain
limitations specified in the policies.

James T. Petillo Severance Agreement

Our former President, Energy Delivery, James T. Petillo, terminated his
employment on August 31, 2003. In connection with the termination of his
employment, Mr. Petillo entered into an agreement with us under which he waived
claims to certain benefits he would have received under our 1999 senior
executive severance policy had he terminated his employment prior to the
expiration of the 1999 policy under circumstances covered by the 1999 policy.
Mr. Petillo received a cash payment of $2 million, continued welfare benefits
for 2.5 years, financial planning benefits for two years and outplacement
services costing no more than $30,000. The agreement with Mr. Petillo also
contains non-competition, non-solicitation and non-disparagement clauses.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

2003 Severance and Change in Control Policy

In October of 2003, we adopted the Xcel Energy Senior Executive Severance and
Change in Control Policy. The 2003 policy was intended to replace the 1999
policy and, in many ways, operates similarly to the 1999 policy. Each of our
named executive officers, other than Mr. Brunetti and Mr. Bonavia, are
participants in the 2003 policy. Additional participants may be named by the
Board or the Governance, Compensation and Nominating Committee from time to
time.

Under the 2003 policy, a participant whose employment is terminated will receive
severance benefits unless:

- the employer terminated the participant for cause (as defined in the
2003 policy);

- termination was because of the participant's death, disability or
retirement;

- the participant's division, subsidiary or business unit was sold and
the buyer agreed to continue the participant's employment with
specified protections for the participant; or

- the participant terminated voluntarily.

The severance benefits for executive officers under the 2003 policy include the
following:

- a cash payment equal to two times the participant's annual base salary
and target annual incentive award;

- prorated target annual incentive compensation for the year of
termination;

- financial planning benefit for two years and outplacement services
costing not more than $30,000;

- a cash payment equal to value of the additional amounts that would have
been credited to or paid on behalf of the participant under pension and
retirement savings plans, if the participant had remained employed for
another two years;

- continued medical, dental and life insurance benefits for two years;
and

- continued perquisite allowance for two years.

If the participant is terminated, including a voluntary termination following a
diminution in salary, benefits or responsibilities, within two years following a
change in control (as defined in the 2003 policy), the participant will receive
benefits under the 2003 policy similar to the severance benefits above, except
that for certain of our executive officers, including those of our named
executive officers who are participants, the cash payment will be equal to three
times the participant's annual base salary and target annual incentive award,
the cash payment for the value of additional retirement savings and pension
credits will be for three years instead of two and medical, dental and life
insurance, financial planning and perquisite allowance benefits will be
continued for three years instead of two. In addition, each of the participants
entitled to enhanced benefits upon a change-in-control will be entitled to
receive an additional cash payment to make the participant whole for any excise
tax on excess parachute payments that he or she may incur, with certain
limitations specified in the 2003 policy.

To receive the benefits under the 2003 policy, the participant must also sign an
agreement releasing all claims against the employer and its affiliates, and
agreeing not to compete with the employer and its affiliates and not to solicit
their employees and customers.

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

NUMBER OF SECURITIES
REMAINING AVAILABLE
NUMBER OF SECURITIES FOR FUTURE ISSUANCE
TO BE ISSUED UPON WEIGHTED-AVERAGE UNDER EQUITY
EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN THE FIRST COLUMN)
-------------------------------- -------------------- ------------------- ------------------------------

Equity compensation plans
approved by security holders (1) 19,121,135 $26.49 5,379,682

Equity compensation plans not
approved by security holders N/A N/A (2)

(1)

PSCo Omnibus Incentive Plan 295,768 $21.86 --

Xcel Energy Inc. Omnibus
Incentive Plan 10,507,959 (3) $26.55 3,992,041 (4)

NRG Long-Term Incentive
Compensation Plan 2,012,008 $31.92 --

NCE Omnibus Incentive Plan 3,177,431 $26.34 --

NSP Executive Long-Term
Incentive Award Stock Plan 3,127,969 $23.45 --

Xcel Energy Inc. Executive Annual
Incentive Award Plan -- -- 1,387,641

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART III (CONTINUED)

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS (CONTINUED)

(2) Xcel Energy had a Stock Equivalent Plan for Non-Employee Directors to more
closely align director's interests with those of our shareholders. Under this
Stock Equivalent Plan, directors could receive an annual award of stock
equivalent units with each unit having a value equal to one share of our common
stock. Stock equivalent units do not entitle a director to a vote and are only
payable as a distribution of whole shares of the Company's common stock upon a
director's termination of service. The stock equivalent units fluctuate in value
as the value of our common stock fluctuates. The number of stock equivalent
units that could be awarded under this Stock Equivalent Plan was not limited.
The shares of the Company's common stock to be used for distribution under this
Stock Equivalent Plan are purchased on the open market. As discussed under
Proposal No. 3 above, the Board amended and restated this Stock Equivalent Plan,
subject to shareholder approval. If the Plan is not approved by the
shareholders, no additional awards under the Plan will be made.

(3) Includes reinvested dividend equivalents.

(4) Awards under the Omnibus Incentive Plan can take the form of stock options,
stock appreciation rights, restricted stock or restricted stock units, or
performance shares or performance units.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

DATE CONTRIBUTOR RECIPIENT PURPOSE AMOUNT
---- ----------- ---------------------------------------------------- ---------------------- ----------

COLORADO:

2003 Xcel Energy CCI (Colorado Counties Inc.) Annual Membership/Dues $ 500

2003 Xcel Energy CLEER (Center for Legislative Energy & Environmental
Research) Annual Membership/Dues $ 3,020

2003 Xcel Energy LAMPAC Annual Membership/Dues $ 2,000

2003 Xcel Energy West Associates Annual Membership/Dues $ 40,000

2003 Xcel Energy Western Business Roundtable Annual Membership/Dues $ 20,000

MINNESOTA:

2003 Xcel Energy Agri-Growth Council Annual Membership/Dues $ 1,500

2003 Xcel Energy Minnesota Chamber of Commerce Annual Membership/Dues $ 22,000

2003 Xcel Energy Minnesota Business Partners Annual Membership/Dues $ 26,000

2003 Xcel Energy MECLI (Minnesota Environmental Coalition of Labor &
Industry) Annual Membership/Dues $ 5,000

2003 Xcel Energy MGRC (Minnesota Government Relations Council) Annual Membership/Dues $ 700

2003 Xcel Energy Minnesota Taxpayers Association Annual Membership/Dues $ 400

2003 Xcel Energy US Chamber of Commerce Annual Membership/Dues $ 25,000

NEW MEXICO:

2003 Xcel Energy New Mexico Association of Electric Companies Annual Membership/Dues $ 10,000

2003 Xcel Energy Broadcasters Association of New Mexico Annual Membership/Dues $ 1,500

2003 Xcel Energy Retail Association of New Mexico Annual Membership/Dues $ 2,000

TEXAS:

2003 Xcel Energy AECT (Association of Electric Companies) Annual Membership/Dues $ 72,000

2003 Xcel Energy CAP-PSI (Public Relations Consultant for AECT) Annual Membership/Dues $ 110,000

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

PART I

SERVING RECEIVING
TRANSACTION COMPANY COMPANY COMPENSATION
--------------------------------------------- ----------------------------- ----------------------------------- -------------

Construction Support PSCo Cheyenne (1)
Engineering Services Utility Engineering PSCo $30.1 million
Engineering Services Utility Engineering SPS $15.9 million
Engineering Services Utility Engineering NSP-Minnesota $ 5.9 million
Engineering Services Utility Engineering Xcel International $ 0.1 million
Engineering Services PSCo Cheyenne (1)
Engineering Services Cheyenne PSCo (1)
Field Engineering Services NSP-Wisconsin NSP Lands (1)
Gas Storage Services Young Gas Storage Co, Ltd PSCo (1)
Incidental Services Operating Companies Operating Companies (1)
Lease Facilities 1480 Welton, WYCO Development PSCo (1)
Lease Fiber Optic Network NCE Communications PSCo (1)
Lease Rail Cars NSP-Minnesota PSCo (1)
Management of Water Rights for Hydro Facility Chippewa & Flambeau NSP-Wisconsin (1)
Nuclear Power Plant Operating Services NMC NSP (1)
Operations & Maintenance Service PSCo SPS, Cheyenne, WestGas, 1480 Welton,
Utility Engineering (1)
Operations & Maintenance Service SPS, NSP-Minnesota PSCo (1)
Partnership Agreement Quixx Corp Quixx Linden $ 0.1 million
Power Plant Management Quixx Power Services Quixx Linden $ 1.4 million
Purchase Demand Side Management Resources e prime PSCo (1)
Supply Chain Services, Materials and Supplies PSCo SPS, Cheyenne, 1480 Welton, Utility
Engineering (1)

(1) Compensation data for each contract is not available and would be burdensome
to create.

PART II

None

PART III

None

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

PART I

(a) Xcel Energy International, Inc. ("Xcel Intl") was formed to hold
certain foreign investments. Specifically, it owns a 100 percent
interest in Xcel Energy Argentina, a U.S. company that is in the
business of developing, owning, and operating foreign generating
plants. In addition, Xcel Energy Argentina owns interests in two EWGs,
namely Central Piedra Buena & Central S.A. Libertador (CPB) and
Corporacion Independiente de Energia S.A. (CIESA). It also owns a 100
percent interest in Independent Power International Ltd., a holding
company for Independent Power UK Ltd.

(b) The total amount invested by Xcel Energy in Xcel Energy Argentina was
approximately $121.0 million and the total amount invested by Xcel
Energy in Independent Power International Ltd. was approximately $5.7
million.

(c) The ratio of debt to common equity and the earnings of Xcel Energy
Argentina and Independent Power International Ltd. was:

Debt to equity ratio:
Xcel Energy Argentina -
Independent Power International -

Net income (in millions):
Xcel Energy Argentina $13.6
Independent Power International $0

(d) There were no service contracts.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (CONTINUED)

PART I (CONTINUED)

(a) U.S. Power Fund LP ("USPF"), a subsidiary owned 11.2 percent by Quixx,
owns 100 percent of Denver City Energy Associates, LP, a partnership
which owns a 50 percent interest in Mustang Station, a 488 megawatt
combined cycle generating facility.

(b) The total amount invested by Xcel Energy in Denver City Associates LP
was approximately $7.5 million.

Debt to equity ratio: -
Net income (in millions): $1.5

(d) Detail of service contracts, if any, were not available.

PART II

The relationship of each EWG and foreign utility company to other system
companies is shown in Item 1.

PART III

Xcel Energy's aggregate investment in EWGs and foreign utility companies at
December 31, 2003 was $134.2 million(1). The ratio of aggregate investment in
EWGs and foreign utility companies to the aggregate capital investment in
domestic public utility subsidiary companies was 2.6 percent.

(1) On Dec. 5, 2003, Xcel Energy divested its ownership in NRG Energy, Inc. As a
result of that divestiture, Xcel Energy's investment in NRG Energy, Inc. has
been excluded.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

XCEL ENERGY INC. AND SUBSIDIARIES
DECEMBER 31, 2003

CONSOLIDATING BALANCE SHEETS
(THOUSANDS OF DOLLARS)

OTHER AND
XCEL ENERGY NSP- NSP- ELIMINATIONS
INC. MINNESOTA WISCONSIN PSCO SPS (FILED
CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONFIDENTIALLY)

ASSETS
Current Assets $ 3,131,239 $ 797,988 $ 109,854 $ 933,312 $ 220,023 $ 1,070,062
Net Property, Plant and Equipment 13,667,116 4,833,186 901,188 5,589,187 1,924,282 419,273
Total Other Assets 3,407,025 1,851,928 113,829 551,362 299,815 590,091

------------ ------------ ------------ ------------ ------------ ------------
Total Assets $ 20,205,380 $ 7,483,102 $ 1,124,871 $ 7,073,861 $ 2,444,120 $ 2,079,426
------------ ------------ ------------ ------------ ------------ ------------

LIABILITIES AND EQUITY
Current Liabilities $ 2,671,066 $ 673,740 $ 82,745 $ 925,651 $ 222,193 $ 766,737
Deferred Credits and Other Liabilities 5,743,760 3,059,549 303,565 1,696,808 582,285 101,553
Minority Interest 281 - - - - 281

CAPITALIZATION
Long-Term Debt 6,518,853 1,940,958 313,410 2,311,434 825,147 1,127,904
Preferred Stock 104,980 - - - - 104,980
Common Stockholders' Equity 5,166,440 1,808,855 425,151 2,139,968 814,495 (22,029)

------------ ------------ ------------ ------------ ------------ ------------
Total Liabilities and Equity $ 20,205,380 $ 7,483,102 $ 1,124,871 $ 7,073,861 $ 2,444,120 $ 2,079,426
------------ ------------ ------------ ------------ ------------ ------------

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)

XCEL ENERGY INC. AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2003

CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS)

XCEL ENERGY INC. NSP-MINNESOTA NSP-WISCONSIN
CONSOLIDATED CONSOLIDATED CONSOLIDATED

OPERATING REVENUES $7,937,516 $3,177,452 $ 602,171
OPERATING EXPENSES 6,852,269 2,782,220 496,764
Operating Income 1,085,247 395,232 105,407

Less: Minority Interest - - -
Other Income (Expense) 35,717 9,874 1,697
---------- ---------- ----------
Total Other Income (Expense) 35,717 9,874 1,697
---------- ---------- ----------

Interest on Long-Term Debt 429,571 126,453 22,598
Distribution on Redeemable Preferred Securities 22,731 9,187 -
---------- ---------- ----------
Total Interest Charges and Financing Costs 452,302 135,640 22,598
---------- ---------- ----------

Income Taxes 158,642 76,524 27,036
Discontinued Operations - net of tax 112,372 - -
---------- ---------- ----------
Net Income (Loss) 622,392 192,942 57,470
---------- ---------- ----------

Dividend Requirements and Redemption Premiums
on Preferred Stock 4,241 - -
---------- ---------- ----------
Earnings Available for Common Shareholders $ 618,151 $ 192,942 $ 57,470
---------- ---------- ----------

OTHER AND
PSCO SPS ELIMINATIONS (FILED
CONSOLIDATED CONSOLIDATED CONFIDENTIALLY)

OPERATING REVENUES $3,024,113 $1,201,337 $ (67,557)
OPERATING EXPENSES 2,550,033 1,019,294 3,958
Operating Income 474,080 182,043 (71,515)

Less: Minority Interest - - -
Other Income (Expense) 1,360 4,617 18,169
---------- ---------- ----------
Total Other Income (Expense) 1,360 4,617 18,169
---------- ---------- ----------

Interest on Long-Term Debt 151,924 46,854 81,742
Distribution on Redeemable Preferred Securities 7,372 6,172 -
---------- ---------- ----------
Total Interest Charges and Financing Costs 159,296 53,026 81,742
---------- ---------- ----------

Income Taxes 88,211 51,341 (84,470)
Discontinued Operations - net of tax - - 112,372
---------- ---------- ----------
Net Income (Loss) 227,933 82,293 61,754
---------- ---------- ----------

Dividend Requirements and Redemption Premiums
on Preferred Stock - - 4,241
---------- ---------- ----------
Earnings Available for Common Shareholders $ 227,933 $ 82,293 $ 57,513
---------- ---------- ----------

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)

XCEL ENERGY INC. AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2003

CONSOLIDATING STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)

OTHER AND
ELIMINATIONS
XCEL ENERGY INC. NSP-MINNESOTA NSP-WISCONSIN PSCO SPS (FILED
CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONSOLIDATED CONFIDENTIALLY)
---------------- ------------- ------------- ------------ ------------ ---------------

TOTAL OPERATING $ 1,377,986 $ 352,353 $ 95,765 $ 535,583 $ 146,975 $ 247,310

TOTAL INVESTING (926,096) (401,434) (55,845) (442,032) (102,500) 75,715

TOTAL FINANCING (366,872) (179,242) (39,881) 5,626 (95,306) (58,069)

Change in Cash - Discontinued Operations 3,521 - - - - 3,521
----------- ----------- ----------- ----------- ----------- -----------

CHANGE IN CASH 88,539 (228,323) 39 99,177 (50,831) 268,477

CASH AND CASH EQUIVALENTS AT 484,700 310,338 98 25,924 60,700 87,640
BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT
----------- ----------- ----------- ----------- ----------- -----------
END OF YEAR $ 573,239 $ 82,015 $ 137 $ 125,101 $ 9,869 $ 356,117
----------- ----------- ----------- ----------- ----------- -----------

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)

XCEL ENERGY INC. AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 2003

CONSOLIDATING STATEMENT OF RETAINED EARNINGS
(THOUSANDS OF DOLLARS)

XCEL ENERGY INC. NSP-MINNESOTA NSP-WISCONSIN
CONSOLIDATED CONSOLIDATED CONSOLIDATED
---------------- ------------- -------------

Retained Earnings at Beginning of Year $ (100,942) $ 987,158 $ 262,459
Net Income (loss) Available for Common Shareholders 622,392 192,942 57,470
Common Stock Dividends (149,606) (214,220) (50,413)
Preferred Stock Dividends (3,181) - -

----------- ----------- -----------
Retained Earnings at End of Year $ 368,663 $ 965,880 $ 269,516
----------- ----------- -----------

OTHER AND
ELIMINATIONS
PSCO SPS (FILED
CONSOLIDATED CONSOLIDATED CONFIDENTIALLY)
------------ ------------ ---------------

Retained Earnings at Beginning of Year $ 430,997 $ 421,976 $(2,203,532)
Net Income (loss) Available for Common Shareholders 227,933 82,293 $ 61,754
Common Stock Dividends (237,316) (96,637) $ 448,980
Preferred Stock Dividends - - $ (3,181)

----------- ----------- -----------
Retained Earnings at End of Year $ 421,614 $ 407,632 $(1,695,979)
----------- ----------- -----------

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)

EXHIBITS

Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the SEC and are incorporated herein by reference
and a part hereof. Exhibits not so identified are filed herewith, unless
otherwise stated.

EXHIBIT A*

Annual reports of Xcel Energy (File No. 1-3034), NSP-Minnesota (File No.
0-31709), NSP-Wisconsin (File No. 1-3140), PSCo (File No. 1-3280), SPS (File No.
1-3789), and NRG Energy, Inc. (File No. 000-25569) are incorporated herein by
reference to their Annual Reports on Form 10-K for the year ended December 31,
2003.

EXHIBIT B

XCEL ENERGY

B-1.1* Agreement and Plan of Merger, dated as of March 24, 1999, by and
between Northern States Power Co. and New Century Energies, Inc. (Filed
as Exhibit 2.1 to the Report on Form 8-K (File No. 1-12907) of New
Century Energies, Inc. dated March 24, 1999.)

B-1.2* Articles of Incorporation and Amendments of the Company (Filed as
Exhibit 4.01 to the Report on Form 8-K (File No. 1-1034) filed on
August 21, 2000.)

B-1.3* By-Laws of the Company (Filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (File No. 333-48590) filed on
October 25, 2000.)

NSP-MINNESOTA

B-2.1* Articles of Incorporation and Amendments of the Company (Filed as
Exhibit 3.01 to Form 10-12G (File No. 0-31709) dated October 5, 2000.)

B-2.2* By-Laws of the Company (Filed as Exhibit 3.02 to Form 10-12G (File No.
0-31709) dated October 5, 2000.)

NSP-WISCONSIN

B-3.1* Amended and Restated Articles of the Company (Filed as Exhibit 3.01 to
Form S-4 (File No. 333-112033) dated January 21, 2004.)

B-3.2* By-Laws of the Company as Amended (Filed as Exhibit 3.02 to Form S-4
(File No. 333-112033) dated January 21, 2004.)

PSCO

B-4.1* Amended and Restated Articles of Incorporation dated July 10, 1998
(Filed as Exhibit 3(a)(1) to the Report on Form 10-K (File No. 1-3280)
for the year ended December 31, 1998.)

B-4.2* By-Laws dated November 20, 1997 (Filed as Exhibit 3(b)(1) to the Report
on Form 10-K (File No. 1-3280) for the year ended December 31, 1997.)

SPS

B-5.1* Amernded and Restated Articles of Incorporation dated September 30,
1997 (Filed as Exhibit 3(a)(2) to the Report on Form 10-K (File No.
1-3789) for the year ended December 31, 1997.)

B-5.2* By-Laws dated September 29, 1997 (Filed as Exhibit 3(b)2 to the Report
on Form 10-K (File No. 1-3789) for the year ended December 31, 1997.)

OTHER SUBSIDIARIES

B-6.1* Articles of Incorporation and By-Laws for other subsidiary companies
(Filed as Exhibit B on Form U-5-S (File No. 001-03034) for the year
ended December 31, 2002.)

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)

EXHIBIT C*

Instruments defining the rights of security holders, including indentures, have
been previously filed with the SEC and are identified in the exhibit index in
the Form 10-K's for the year ended December 31, 2003.

EXHIBIT D*

Xcel Energy and subsidiary companies agreement for filing consolidated Federal
income tax return, allocation of consolidated Federal income tax return, and for
allocation of consolidated Federal income tax liabilities and benefits is filed
as Exhibit D to the Form U-5S (File No. 1-03034) for the year ended December 31,
2000.

EXHIBIT E

None

EXHIBIT F

F-1.1 Opinion of the independent accountants as to the consolidated financial
statements and the footnotes to such statements for the year ended
December 31, 2003.

F-1.2 Consolidating balance sheets and statements of income, cash flows and
retained earnings, to the extent available for subsidiaries that are
not considered a majority-owned associate company, are filed
confidentially pursuant to Rule 104(b) of the PUHCA.

F-1.3 Reproductions of classified utility plant accounts, related
depreciation or amortization reserve schedules and schedules of other
property or investments as included in the annual report of the
companies to its utility commissions.

EXHIBIT G

The relationship of each EWG or foreign utility company in which the system
holds an interest to other system companies is reflected in Item 1.

EXHIBIT H

Balance sheets and statements of income and cash flows, to the extent available,
for EWGs and foreign utility companies are filed as part of Exhibit F-1.2, and
are filed confidentially pursuant to Rule 104(b) of the PUHCA.

SIGNATURE

Each undersigned system company has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company of 1935. The signature of
each undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.

Xcel Energy Inc.
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(Name of Reporting Company)

By /s/ Teresa S. Madden
_______________________________________________
(Signature of Signing Officer)

Teresa S. Madden, Vice President and Controller
_______________________________________________
(Printed Name and Title of Signing Officer)