Edgar Filing: XCEL ENERGY INC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-----------------------------------------------------
In the Matter of
CERTIFICATE
Xcel Energy Inc.
OF
File No. 70-9635
NOTIFICATION
(Public Utility Holding Company
Act of 1935)
----------------------------------------------------

This Certificate of Notification is filed by Xcel Energy Inc. ("Xcel
Energy"), a Minnesota corporation, pursuant to Rule 24. Such filing is made
pursuant to Xcel Energy's Form U-1 Application-Declaration, as amended (the
"Application-Declaration"), and the order of the Securities and Exchange
Commission (the "Commission") dated August 22, 2000 (HCAR No. 27218) (the
"Order") in the above-referenced file. The Order directed that Xcel Energy file
with the Commission certificates pursuant to Rule 24 on a quarterly basis within
60 days from the end of the first three quarters and within 90 days from the end
of the last calendar quarter. This certificate reports transactions from July 1,
2001 through September 30, 2001 (the "Third Quarter").

a.) FOLLOWING IS A COMPUTATION UNDER RULE 53(a) SETTING FORTH XCEL ENERGY'S
CONSOLIDATED RETAINED EARNINGS AND AGGREGATE INVESTMENT IN ALL EWGS AND
FUCOS:

Average consolidated retained earnings: $ 2,398.5 million
Aggregate investment in all EWGs and FUCOs*: $ 910.1 million

* The balance includes $781.9 million of Xcel Energy's entire
investment in NRG Energy, Inc., not just EWGs and FUCOs.

b.) FOLLOWING IS A LISTING OF XCEL ENERGY'S AGGREGATE INVESTMENT IN EACH EWG:

(in millions)

Investment in EWGs:
NRG Energy, Inc.* $ 781.9
Independent Power International 37.3
Xcel Energy Argentina Inc. ** 17.4
Denver City Energy Associates, L.P. 7.5
---------
844.1
Investment in FUCOs 66.0
---------
$ 910.1
=========

* The aggregate investment represents Xcel Energy's entire investment
in NRG Energy, Inc., not just EWGs and FUCOs.

** Xcel Energy Argentina Inc. is an intermediate subsidiary that holds
interests in EWGs.

c.) XCEL ENERGY'S CONSOLIDATED CAPITALIZATION RATIO AS OF SEPTEMBER 30, 2001:

Debt as a percentage of capitalization 65.3%
(including approximately $2,211 million of short-term debt)

Common stock equity as a percentage of capitalization* 31.9%

Preferred equity as a percentage of capitalization 2.8%
(including mandatorily redeemable preferred securities)

* Common stock equity includes par value, premium, retained earnings,
shares held by ESOP, accumulated other comprehensive income and $651
million of minority interest.

d.) MARKET-TO-BOOK RATIO OF XCEL ENERGY'S COMMON STOCK AS OF SEPTEMBER 30,
2001:

Market-to-book ratio at September 30, 2001 1.56

e.) NEW EWG PROJECTS IN WHICH XCEL ENERGY INVESTED OR COMMITTED TO INVEST
DURING THE THIRD QUARTER:

During the third quarter of 2001, Xcel Energy, through Xcel Energy
International, assumed financial responsibility of substantially all of the
investments of Independent Power International. Xcel Energy Argentina Inc.,
a wholly-owned subsidiary of Xcel Energy International, was formed to hold
these investments. Subsequent to this purchase, Xcel Energy International
contributed an additional $17.9 million to Xcel Energy Argentina Inc. to
provide financing to pay off outstanding debt and for general corporate
purposes.

f.) GROWTH IN CONSOLIDATED EARNINGS (SEGREGATING TOTAL EARNINGS GROWTH
ATTRIBUTABLE TO EWG PROJECTS FROM THE REVENUE ATTRIBUTABLE TO ALL OTHER
SUBSIDIARIES OF XCEL ENERGY):

(in millions)

Retained earnings growth from EWG projects $ 452.3
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments) (192.3)
-------------
Total increase in consolidated retained earnings for the year
ended September 30, 2001 $ 260.0
=============

g.) YEAR-TO-DATE REVENUES AND NET INCOME OF EACH EWG THROUGH SEPTEMBER 30,
2001:

Revenue Net income
------------ ------------
(in millions)

NRG Energy, Inc. $ 1,391.6 $ 452.2
Independent Power International 22.8 (1.5)
Xcel Energy Argentina Inc. 20.8 (0.5)
Denver City Energy Associates, L.P. 25.8 2.1

h.) PURCHASE PRICE PER SHARE OF REPORTED SALES OF XCEL ENERGY COMMON STOCK AND
THE MARKET PRICE PER SHARE AT THE DATE OF THE AGREEMENT OF SALE.

None sold (other than through dividend reinvestment or benefit plans as
described below).

i.) THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED DURING THE THIRD QUARTER
UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY SYSTEM
EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS.

Xcel Energy issued 653,102 shares under its dividend reinvestment plan and
163,391 shares under its system employee benefit and executive compensation
plans.

j.) THE NAMES OF THE GUARANTORS AND OF THE BENEFICIARIES OF ANY XCEL ENERGY OR
SUBSIDIARY GUARANTEE OR OTHER FORM OF CREDIT SUPPORT ISSUED DURING THE
THIRD QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE.

1. The following guarantees were issued during the Third Quarter:

Guarantor Beneficiary Amount Matures Purpose
-------------------------- ----------------------------------- ------------------- --------------- ------------------------------

Xcel Energy e prime, inc. $ 23,000,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 2,000,000 07/31/02 Gas Trading
Xcel Energy e prime, inc. $ 2,000,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 7,000,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 5,000,000 07/30/02 Gas Trading
Xcel Energy e prime, inc. $ 2,000,000 08/31/02 Gas Trading
NRG Energy, Inc. NRG Power Marketing, Inc. $ 1,000,000 11/30/02 Energy/financial transactions
NRG Energy, Inc. NRG Power Marketing, Inc. $ 10,000,000 09/30/02 Futures Agreement
NRG Energy, Inc. NRG Power Marketing, Inc. $ 10,000,000 07/31/02 Transmission
NRG Energy, Inc. NRG Power Marketing, Inc. $ 10,000,000 Continuing Futures Agreement
NRG Energy, Inc. Pacasmayo Energia SA $ 1,553,752 10/2002 Credit Agreement Obligations
NRG Energy, Inc. Pacasmayo Energia SA $ 1,290,000 10/2002 Credit Agreement Obligations
NRG Energy, Inc. Pacasmayo Energia SA $ 1,553,752 10/2002 Credit Agreement
Obligations
NRG Energy, Inc. Indian River Power LLC $ 1,022,200 Indefinite Landfill closure
NRG Energy, Inc. Entrade GmbH $ 10,000,000 Indefinite Credit Agreement Obligations

NRG Energy, Inc. Meriden Gas Turbine LLC $ 9,157,500 10/2002 Construction
NRG Energy, Inc. NEO California Power LLC $ 5,832,000 Indefinite Reliability Agreement
NRG Northeast
Generating LLC
("NRG NE") NRG Power Marketing, Inc. $ 3,000,000 08/31/02 Electric Agreements
NRG NE NRG Power Marketing, Inc. $ 3,000,000 07/31/02 Electric Agreements
NRG South Central
Generating LLC ("NRG SC")

NRG Power Marketing, Inc. $ 300,000 07/31/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 3,000,000 08/31/02 Electric and Gas Agreements
NRG SC NRG Power Marketing, Inc. $ 5,000,000 08/31/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 2,000,000 08/31/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 4,000,000 08/31/02 Electric Agreements

2. The following letters of credit were increased during the Third Quarter:

Issuing Entity Beneficiary Amount Expiration Date
-------------------------- ----------------------------------- ----------------------------------- ------------------------------

NRG Energy, Inc. NRG Energy, Inc. $ 1,600,000 07/15/02
NRG Energy, Inc. NRG Energy, Inc. $ 1,250,000 09/14/02

3. Xcel Energy guaranteed an additional $46,946,519 of surety bonds in the
Third Quarter. Such guarantees are exempt under Rule 45 (b)(6).

k.) THE AMOUNT AND TERMS OF ANY SHORT-TERM DEBT ISSUED BY XCEL ENERGY DURING
THE THIRD QUARTER.

Xcel Energy borrows and repays short-term debt on an on-going basis. As of
September 30, 2001, Xcel Energy had $261,900,000 in short-term debt
outstanding at an average cost of 3.74%.

l.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY THAT ARE NOT EXEMPT UNDER RULE 52.

On an on-going basis Cheyenne Light, Fuel and Power Company (Cheyenne)
borrows and repays short-term debt to Xcel Energy. As of September 30,
2001, Cheyenne had $19,910,000 in short-term debt outstanding at an average
cost of 3.86%.

On an on-going basis Black Mountain Gas Company borrows and repays
short-term debt to Xcel Energy. As of September 30, 2001, Black Mountain
Gas Company had $3,518,913 in short-term debt outstanding at an average
cost of 3.86%.

m.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE THIRD QUARTER THAT ARE NOT EXEMPT UNDER RULE 52.

1. Certain short-term inter-company notes are issued and repaid on an
on-going basis. The proceeds are used for general corporate purposes.
As of September 30, 2001, the following such inter-company notes were
outstanding with an average interest rate of 3.86%:

Amount
Lender Borrower Outstanding
---------------------------------------- ------------------------------------------------------------ ----------------------

Xcel Energy Xcel Energy WYCO Inc. $ 825,000
Xcel Energy Xcel Energy Services Inc. $ 44,470,000
Xcel Energy Xcel Energy International Inc. $ 20,150,000
Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 17,900,000
NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 2,593,000
Xcel Energy Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 28,175,000
Xcel Retail e prime Energy Marketing, Inc. $ 7,010,000
Xcel Retail Xcel Energy Cadence $ 860,500
Xcel Retail The Planergy Group $ 21,031,350
Xcel Retail Natrogas, Inc. $ 200,000
Xcel Energy Centrus Xcel Retail $ 315,000
XERS Inc. Xcel Retail $ 1,180,000
Utility Engineering Xcel Energy Wholesale Group, Inc. $ 67,000,000
Quixx Corporation Utility Engineering $ 37,050,000
Xcel Energy Xcel Energy Wholesale Group, Inc. $ 79,755,000
Utility Engineering Applied Power Associates, Inc. $ 800,000
Utility Engineering Proto-Power Corporation $ 1,150,000
Utility Engineering Universal Utility Services $ 1,750,000
Utility Engineering Precision Resource Company $ 775,000
Xcel Energy Xcel Energy Markets Holdings, Inc. $ 11,825,000
Xcel Energy Markets Holdings, Inc. e prime, inc. $ 9,700,000
Xcel Energy Markets Holdings, Inc. Viking Gas Transmission Company $ 2,147,000
Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 170,000

n.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE THIRD QUARTER UNDER THE EXEMPTION PROVIDED UNDER RULE
52.

Northern States Power Company (Minnesota)

On August 16, 2001, Northern States Power Company (Minnesota) renewed its
$300 million credit agreement with several banks until August 15, 2002. The
interest rate per annum under the agreement is the Eurodollar Rate plus a
spread of .475%. The credit agreement is primarily used as a backup line of
credit to support Northern States Power Company's (Minnesota ) commercial
paper program that is used to fund general corporate needs.

Utility Subsidiaries Short-term Debt

On an on-going basis the Utility Subsidiaries borrow and repay short-term
debt. As of September 30, 2001, the Utility Subsidiaries listed below had
outstanding short-term debt as follows:

Utility Subsidiary Amount Avg. Rate
-------------------------------------------------- -------------------- ---------------

Public Service Company of Colorado $178,050,000 3.76%
Southwestern Public Service Company $539,406,000 3.68%
Northern States Power-Minnesota $218,385,000 3.68%
Northern States Power-Wisconsin $ 7,200,000 3.68%

Public Service Company of Colorado

As of September 30, 2001, Public Service Company of Colorado had short-term
borrowings outstanding from two of its subsidiaries at an average rate of
3.88%. The amount outstanding for each was $2,484,000 from 1480 Welton,
Inc. and $1,498,000 from P.S.R. Investments, Inc.

o.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE THIRD QUARTER UNDER THE EXEMPTION PROVIDED UNDER RULE
52.

1.) On an on-going basis PS Colorado Credit Corporation borrows and repays
short-term debt. As of September 30, 2001, PS Colorado Credit
Corporation had $82,225,000 outstanding at an average cost of 3.68%.

2.) In July 2001, NRG Energy, Inc. sold $340,000,000 principal amount of
6.75% Senior Notes due July 2006 and $160,000,000 principal amount of
8.625% Senior Notes due April 2031. These unsecured notes were sold
under the following terms and conditions.

Per Senior Note Per Senior Note
due 2006 due 2031
---------------- ---------------

Price to Public 99.875% 105.763%
Underwriting Discount 00.600% 00.875%
Proceeds to NRG Energy, Inc. 99.275% 104.888%

The proceeds to NRG Energy, Inc. were used to pay down its revolving
credit facility, other general corporate purposes and to provide
capital for planned acquisitions.

3.) In August 2001, NRG Energy, Inc. entered into a $290,700,000 loan
agreement that rolls over day to day. Proceeds will be used to
purchase plant assets.

4.) In September 2001, Saguaro Power Company assumed a $97,000,000 loan
agreement that terminates on April 30, 2005. As of September 30, 2001,
there was outstanding $52,389,919 with an interest rate of 4.575%.

5.) In August 2001, Timber Energy Resources Inc. assumed $7,285,000
Industrial Development Refunding Revenue Bonds that mature on December
1, 2002. The interest rate on the bonds is 7%.

6.) In August 2001, Eloigne Company refinanced a first mortgage on one of
its properties. The amount of the refinancing was $850,000 at a rate
of 7.0% and a maturity of September 1, 2009.

7.) Nuclear Management Company, LLC (of which Xcel Energy, Inc. owns 20%)
entered into a capital lease for IT equipment on September 1, 2001.
The lease is for 48 months and has an interest rate of 8.9%.

p.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR
ANTICIPATORY HEDGE ENTERED INTO DURING THE THIRD QUARTER AND THE IDENTITY
OF THE PARTIES TO SUCH INSTRUMENTS.

NRG Energy, Inc. entered into the following interest rate hedges:

Notional Amount 10 year Effective Expiration
Swap Rate Date Date Counterparty
------------------------ ------------------- ----------------- --------------- -----------------------

$ 86,142,112 6.680% 09/28/01 02/29/17 Credit Lyonnais
$ 90,000,000 6.150% 07/31/03 06/30/28 ABN Amro
$ 94,762,500 6.710% 02/23/93 05/02/05 Credit Lyonnais

Additionally, NRG Energy, Inc. reports changes to the following interest
rate hedges:

Notional Amount 10 year Effective Expiration
Swap Rate Date Date Counterparty
------------------------ ------------------- ----------------- --------------- -----------------------

$ 11,451,919 7.65% 08/05/97 09/03/02 Heleba
$137,624,677 8.42% 12/17/99 12/31/10 Various
$135,000,000 4.79% 06/29/01 07/31/03 ABN Amro
$ 69,216,000 7.07% 01/01/00 06/28/02 Societe Generale
$ 69,216,000 7.07% 06/28/02 09/29/06 Societe Generale
$ 50,500,000 7.195% 01/01/00 06/28/02 ABN Amro
$ 50,500,000 7.312% 06/01/00 06/28/02 ABN Amro
$ 50,000,000 6.26% 12/29/00 09/29/06 ABN Amro
$125,000,000 4.243% 05/31/01 06/30/02 ABN Amro
$ 46,144,000 7.195% 06/30/02 09/29/06 ABN Amro
$ 46,144,000 7.312% 06/30/02 09/29/06 ABN Amro

q.) THE NAME, PARENT COMPANY AND AMOUNT INVESTED IN ANY NEW INTERMEDIATE
SUBSIDIARY OR FINANCING SUBSIDIARY DURING THE THIRD QUARTER.

None.

r.) CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE THIRD QUARTER AND SEPARATE
BALANCE SHEETS AS OF THE END OF THE THIRD QUARTER FOR EACH COMPANY,
INCLUDING XCEL ENERGY, THAT HAS ENGAGED IN FINANCING TRANSACTIONS DURING
THE THIRD QUARTER.

The consolidated balance sheets of Xcel Energy, Public Service Company of
Colorado, Southwestern Public Service Company, Northern States Power
Company (Minnesota), Northern States Power Company (Wisconsin), NRG Energy,
Inc., NRG Northeast Generating LLC and NRG South Central Generating LLC as
of September 30, 2001 are incorporated by reference. Such balance sheets
were filed with the respective company's Form 10-Q for September 30, 2001.
The file numbers are as follows:

Xcel Energy 1-3034
Public Service Company of Colorado 1-3280
Southwestern Public Service Company 1-3789
Northern States Power Company (Minnesota) 000-31709
Northern States Power Company (Wisconsin) 10-3140
NRG Energy, Inc. 001-15981
NRG Northeast Generating LLC 333-42638
NRG South Central Generating LLC 333-48900

The following balance sheets as of September 30, 2001 were filed under
confidential treatment pursuant to Rule 104(b):

Exhibit 1 Xcel Energy Wyco Inc.
Exhibit 2 Xcel Energy Services Inc.
Exhibit 3 Xcel Energy International Inc.
Exhibit 4 Xcel Energy Communications Group, Inc.
Exhibit 5 NCE Communications, Inc.
Exhibit 6 Xcel Energy Retail Holdings, Inc.
Exhibit 7 Xcel Energy Cadence
Exhibit 8 The Planergy Group
Exhibit 9 Viking Gas Transmission
Exhibit 10 Xcel Energy Wholesale Group, Inc.
Exhibit 11 Applied Power Associates, Inc.
Exhibit 12 Proto-Power Corporation
Exhibit 13 Universal Utility Services
Exhibit 14 Precision Resource Company
Exhibit 15 Xcel Energy Markets Holdings, Inc.
Exhibit 16 e prime, inc.
Exhibit 17 Texas-Ohio Pipeline, Inc.
Exhibit 18 Quixx Corporation
Exhibit 19 Xcel Energy Centrus
Exhibit 20 Utility Engineering
Exhibit 21 Cheyenne Light, Fuel and Power Company
Exhibit 22 Black Mountain Gas Company
Exhibit 23 Xcel Energy Ventures Inc.
Exhibit 24 Eloigne Company
Exhibit 25 1480 Welton, Inc.
Exhibit 26 P.S.R. Investments, Inc.

Exhibit 27 PS Colorado Credit Corporation
Exhibit 28 e prime Energy Marketing, Inc.
Exhibit 29 Natrogas, Inc.
Exhibit 30 XERS Inc.
Exhibit 31 NRG Power Marketing, Inc.
Exhibit 32 Saguaro Power Company - not available
Exhibit 33 Meriden Gas Turbine LLC.
Exhibit 34 Pacasmayo Energia SA - not available
Exhibit 35 Indian River Power LLC
Exhibit 36 Entrade Gmbh
Exhibit 37 NEO California Power LLC
Exhibit 38 Timber Energy Resources Inc.
Exhibit 39 NSP Nuclear Corporation
Exhibit 40 Nuclear Management Company, LLC
Exhibit 41 Xcel Energy Argentina Inc. - not available

s.) REGISTRATION STATEMENTS FILED DURING THE THIRD QUARTER

The following registration statements were filed:

None.

I, Paul E. Pender, Treasurer of Xcel Energy Inc., certify that transactions
included in this Certificate of Notification have been carried out in
accordance with the terms and conditions of and for the purposes
represented in the Application-Declaration.

XCEL ENERGY INC.

By: /s/ Paul E. Pender
-------------------------------------
Paul E. Pender
Treasurer

Dated: November 29, 2001