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 April
1, 2001 through June 30, 2001 (the "Second 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: $ 2,331.3 million
Aggregate investment in all EWGs and FUCOs*: $ 899.1 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 40.9
Denver City Energy Associates, L.P. 7.5
----------
830.3
Investment in FUCOs 68.8
-----------
$ 899.1
===========

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

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

Debt as a percentage of capitalization 64.4%
(including approximately $2,269 million of short-term debt)

Common stock equity as a percentage of capitalization* 32.6%

Preferred equity as a percentage of capitalization 3.0%
(including mandatorily redeemable preferred securities)

* Common stock equity includes par value, premium, retained earnings,
shares held by ESOP, accumulated other comprehensive income and $574
million of minority interest.

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

Market-to-book ratio at June 30, 2001 1.63

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

During the second quarter of 2001, Xcel Energy invested an additional
$37.7 million in Independent Power International.

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 $ 210.6
Retained earnings growth from all other Xcel Energy
subsidiaries (reflects dividend payments) (93.1)
--------------
Total increase in consolidated retained earnings for the year
ended June 30, 2001 $ 117.5
=============

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

Revenue Net Income
--------------- ----------------

(IN MILLIONS)
NRG Energy, Inc. $ 862.9 $ 210.6
Independent Power International 22.6 (1.5)
Denver City Energy Associates, L.P. 18.0 1.5

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 SECOND
QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY
SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS. Xcel Energy
issued 585,467 shares under its dividend reinvestment plan and 995,792
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 SECOND QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE.

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

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

Xcel Energy e prime, inc. $ 5,000,000 04/04/02 Gas Trading
Xcel Energy e prime, inc. $ 5,000,000 Continuing Financial
Xcel Energy e prime, inc. $ 3,000,000 05/01/02 Gas Trading
Xcel Energy e prime, inc. $ 1,500,000 03/01/02 Gas Trading
Xcel Energy e prime, inc. $ 50,000 05/02/02 Gas Trading
Xcel Energy e prime, inc. $ 3,000,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 1,000,000 05/31/02 Gas Trading
Xcel Energy e prime, inc. $ 2,000,000 08/17/02 Gas Trading
Xcel Energy e prime, inc. $ 5,000,000 10/11/01 Gas Trading
Xcel Energy e prime, inc. $ 2,000,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 250,000 Continuing Gas Trading
Xcel Energy e prime, inc. $ 500,000 Continuing Gas Trading
Xcel Energy e prime Energy Marketing, Inc. $ 3,000,000 09/30/02 Performance/Payment
Xcel Energy XERS Inc. $ 100,000 05/22/02 Payment Obligations
Xcel Energy Cheyenne Light, Fuel and Power $ 2,000,000 04/26/02 Support Gas
Company Purchase Agreement
Xcel Energy Seren Innovations, Inc. $ 2,000,000 Continuing Payment Guarantee
Xcel Energy Seren Innovations, Inc. $ 250,000 Continuing Payment Guarantee
Xcel Energy Energy Masters International, Inc. $ 3,199,772 04/01/23 Payment Guarantee
Xcel Energy Utility Engineering $ 7,706,188 01/30/03 Performance/Payment
NRG Energy, Inc. Sabine River Works $ 10,000,000 Indefinite Payment Obligations
NRG Energy, Inc. Sabine River Works $ 12,500,000 Indefinite Payment Obligations
NRG Energy, Inc. Sabine River Works $ 25,000,000 Indefinite Payment Obligations
NRG Energy, Inc. Sabine River Works $ 2,500,000 Indefinite Payment Obligations
NRG Energy, Inc. Brazos Valley $ 7,300,000 Indefinite Payment Obligations
NRG Energy, Inc. Brazos Valley $ 300,000 Indefinite Payment Obligations
NRG Energy, Inc. NRG Midatlantic Generating LLC $ 2,400,000 Indefinite Performance Obligations
NRG Energy, Inc. NRG Midatlantic Generating LLC $ 20,000,000 12/05 Payment Obligations
NRG Energy, Inc. Killingholme $ 1,410,000 Indefinite Energy Trading

NRG Energy, Inc. Killingholme $ 2,115,000 Indefinite Energy Trading
NRG Northeast
Generating LLC
("NRG NE") NRG Power Marketing, Inc. $ 2,000,000 06/30/02 Gas Agreements
NRG NE NRG Power Marketing, Inc. $ 2,000,000 06/30/01 Gas Agreements
NRG NE NRG Power Marketing, Inc. $ 5,000,000 06/30/02 Electric Agreements
NRG NE NRG Power Marketing, Inc. $ 10,000,000 06/30/02 Financial
NRG NE NRG Power Marketing, Inc. $ 1,000,000 06/30/02 Electric Agreements
NRG NE NRG Power Marketing, Inc. $ 500,000 06/30/02 Gas Agreements
NRG NE NRG Power Marketing, Inc. $ 8,000,000 06/01/02 Physical/Financial
NRG NE NRG Power Marketing, Inc. $ 300,000 12/31/01 Contract Agreements
NRG NE NRG Power Marketing, Inc. $ 10,000,000 05/31/02 Fuel oil Agreements
NRG NE NRG Power Marketing, Inc. $ 5,000,000 05/08/02 Financial
NRG NE NRG Power Marketing, Inc. $ 4,000,000 05/31/02 Electric Agreements
NRG NE NRG Power Marketing, Inc. $ 200,000 05/31/02 Electric Agreements
NRG NE NRG Power Marketing, Inc. $ 5,000,000 04/30/02 Financial
NRG NE NRG Power Marketing, Inc. $ 7,000,000 04/05/02 Electric Agreements
NRG South Central
Generating LLC ("NRG SC") NRG Power Marketing, Inc. $ 250,000 06/30/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 2,000,000 06/30/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 2,000,000 06/07/02 Commodities
NRG SC NRG Power Marketing, Inc. $ 1,000,000 06/30/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 1,000,000 05/31/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 5,000,000 05/01/02 Physical/Financial
NRG SC NRG Power Marketing, Inc. $ 5,000,000 04/30/02 Electric Agreements
NRG SC NRG Power Marketing, Inc. $ 5,000,000 04/30/02 Electric Agreements

2. The following letters of credit were issued during the Second Quarter:

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

NRG Energy, Inc. NRG Power Marketing, Inc. $ 2,200,000 05/30/02

3. Xcel Energy guaranteed an additional $3,637,763 of surety bonds in the
Second 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 SECOND QUARTER. Xcel Energy borrows and repays short-term
debt on an on-going basis. As of June 30, 2001, Xcel Energy had
$219,375,000 in short-term debt outstanding at an average cost of
4.75%.

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 June 30, 2001, Cheyenne had
$28,610,000 in short-term debt outstanding at an average cost of 4.75%.

On an on-going basis Black Mountain Gas Company borrows and repays
short-term debt to Xcel Energy. As of June 30, 2001, Black Mountain Gas
Company had $3,518,913 in short-term debt outstanding at an average
cost of 4.75%.

m.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE SECOND 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 June 30, 2001, the following such
inter-company notes were outstanding with an average interest
rate of 4.75%:

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

Xcel Energy Xcel Energy WYCO Inc. $ 775,000
Xcel Energy Xcel Energy Services Inc. $ 29,275,000
Xcel Energy Xcel Energy International Inc. $ 28,550,000
NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 2,595,000
Xcel Energy Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 8,885,000
Xcel Retail Xcel Energy Centrus $ 135,000
Xcel Retail Xcel Energy Cadence $ 875,500
Xcel Retail The Planergy Group $ 4,931,350
Xcel Retail Natural Station LLC $ 281,800
Xcel Retail Natrogas, Inc. $ 1,500,000
Utility Engineering Xcel Energy Wholesale Group, Inc. $ 61,000,000
Xcel Retail e prime Energy Marketing, Inc. $ 750,000
Quixx Corporation Utility Engineering $ 36,200,000
Xcel Energy Xcel Energy Wholesale Group, Inc. $ 84,240,000
Utility Engineering Applied Power Associates, Inc. $ 800,000
Utility Engineering Proto-Power Corporation $ 650,000
Utility Engineering Universal Utility Services $ 1,750,000
Utility Engineering Precision Resource Company $ 675,000
e prime, inc. Xcel Energy Markets Holdings, Inc. $ 6,100,000
Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 150,000

n.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE SECOND QUARTER UNDER THE EXEMPTION PROVIDED
UNDER RULE 52.
NORTHERN-STATES POWER COMPANY (MINNESOTA)
Northern-States Power Company (Minnesota) issued or renewed the
following letters of credit:

Issue/
Beneficiary Renew Amount Expiration Date
--------------------------------------------- --------------- ------------------------ ----------------

Riverside Renew $ 375,000 04/13/02
Energy Insurance Issue $ 500,000 05/30/02
Energy Insurance Renew $ 10,000,000 06/30/02
City of Maple Grove Issue $ 10,000 05/15/02

SOUTHWESTERN PUBLIC SERVICE COMPANY
Southwestern Public Service Company renewed a letter of credit for
$2,146,939 for the benefit of Southwest Power Pool. The expiration date
of the letter of credit was extended to July 1, 2002.

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

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

Public Service Company of Colorado $ 64,000,000 4.70%
Southwestern Public Service Company $644,189,000 4.74%
Northern States Power-Minnesota $307,861,000 4.44%
Northern States Power-Wisconsin $ 21,800,000 4.44%

PUBLIC SERVICE COMPANY OF COLORADO
On June 29, 2001, Public Service Company of Colorado renewed its $600
million credit agreement with several banks until June 28, 2002. The
interest rate per annum under the agreement is the Prime Rate or the
Eurodollar Rate plus a spread of .625%. The credit agreement is
primarily used as a backup line of credit to support Public Service
Company of Colorado's commercial paper program that is used to fund
general corporate needs.

As of June 30, 2001, Public Service Company of Colorado had short-term
borrowings outstanding from two of its subsidiaries at an average rate
of 4.70%. The amount outstanding for each was $1,685,000 from 1480
Welton, Inc. and $850,000 from P.S.R. Investments, Inc.

o.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE SECOND 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 June 30, 2001, PS Colorado
Credit Corporation had $95,775,000 outstanding at an average
cost of 4.77%.

2.) Utility Engineering entered into a $30,000,000 revolving
credit agreement on May 21, 2001 with several banks. This
credit agreement matures on May 21, 2003. The use of proceeds
is for general operations.

3.) On June 22, 2001, NRG Energy, Inc. entered into a $600 million
term loan facility with several lenders. The expiration date
for the loan is June 21, 2002. The interest rate is LIBOR plus
80 basis points. Proceeds will be used for general corporate
purposes.

4.) On April 5, 2001, NRG Energy, Inc. sold $350,000,000 principal
amount of 7.75% Senior Notes due April 1, 2011 and
$340,000,000 principal amount of 8.625% Senior Notes due April
1, 2031. These unsecured notes were sold under the following
terms and conditions.

Per Senior Note Per Senior Note
Due 2011 Due 2031
-------- --------

Price to Public 99.734% 99.874%
Underwriting Discount 00.650% 00.875%
Proceeds to NRG Energy, Inc. 99.084% 98.999%

The proceeds to NRG Energy, Inc. were used to repay short-term
debt incurred to fund acquisitions and other general corporate
purposes.

5.) In June 2001, NRG Midatlantic Generating LLC entered into a
$580 million loan agreement that terminates in November 2005.
Interest rates under the facility are floating rates. Proceeds
will be used to finance, in part, the acquisition of certain
generating facilities from Conectiv.

6.) In May 2001, NRG Energy, Inc. entered into a $2 billion
revolving credit facility with various lenders. The facility
terminates in May 2006. Proceeds from borrowings under this
facility will be used to finance the acquisition, development
and construction of power generating plants located in the
United States and to finance the acquisition of turbines for
such facilities.

7.) In June 2001, Brazos Valley Energy LP and Brazos Valley
Technology LP entered into a $189.5 million loan agreement
that terminates in June 2008. Interest rates under the
facility are floating rates. Proceeds will be used for the
construction of plants.

p.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR
ANTICIPATORY HEDGE ENTERED INTO DURING THE SECOND QUARTER AND THE
IDENTITY OF THE PARTIES TO SUCH INSTRUMENTS. NRG Energy, Inc. entered
into the following interest rate hedges:

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

$125,000,000 4.243% 05/31/01 06/30/02 ABN Amro
$ 50,311,000 7.195% 06/30/02 09/29/06 ABN Amro
$ 50,311,000 7.312% 06/30/02 09/29/06 ABN Amro
$ 21,291,288 4.790% 06/29/01 07/31/03 ABN Amro
$125,000,000 4.243% 05/31/01 06/30/02 ABN Amro
$ 90,000,000 6.540% 07/31/03 06/30/08 ABN Amro
$ 75,466,500 7.070% 06/28/02 09/29/06 ABN Amro
$ 42,076,000 7.195% 01/12/00 06/28/02 ABN Amro
$ 42,076,000 7.312% 06/01/00 06/28/02 ABN Amro
$ 50,000,000 6.260% 12/29/00 09/29/06 ABN Amro

q.) THE NAME, PARENT COMPANY AND AMOUNT INVESTED IN ANY NEW INTERMEDIATE
SUBSIDIARY OR FINANCING SUBSIDIARY DURING THE SECOND QUARTER. A new
intermediate subsidiary, Xcel Energy Argentina Inc., was incorporated
on June 21, 2001. Xcel Energy International Inc. is the parent company
of this new intermediate subsidiary and holds 100 shares of Xcel Energy
Argentina Inc.'s common stock, par value $1.00.

r.) CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE SECOND QUARTER AND
SEPARATE BALANCE SHEETS AS OF THE END OF THE SECOND QUARTER FOR EACH
COMPANY, INCLUDING XCEL ENERGY, THAT HAS ENGAGED IN FINANCING
TRANSACTIONS DURING THE SECOND 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 June 30, 2001 are incorporated by reference. Such
balance sheets were filed with the respective company's Form 10-Q for
June 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 June 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 Natural Station LLC
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 Seren Innovations, Inc.
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 Energy Masters International, Inc.
Exhibit 31 NRG Power Marketing, Inc.
Exhibit 32 NRG Midatlantic Generating LLC
Exhibit 33 XERS Inc.
Exhibit 34 Killingholme
Exhibit 35 Sabine River Works
Exhibit 36 Brazos Valley Energy LP - not available
Exhibit 37 Brazos Valley Technology LP - not available

s.) REGISTRATION STATEMENTS FILED DURING THE SECOND QUARTER The following
registration statements were filed: Form S-3 file number 333-62958
filed June 14, 2001 by NRG Energy, Inc.
Form S-3 file number 333-59098 filed April 17, 2001 by Northern States
Power Company (Minnesota) Form S-3 file number 333-63254 filed June 18,
2001 by Southwestern Public Service Company

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: August 29, 2001