Edgar Filing: XCEL ENERGY INC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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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) as amended
by orders dated March 7, 2002 (HCAR No. 27494) and November 7, 2002 (HCAR No.
27597) (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 October 1, 2002 through December 31, 2002 (the "Fourth 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: $ 1,297.5 million
Aggregate investment in all EWGs and FUCOs*: $ 2,366.5 million

* The balance includes $2,232.6 million of Xcel Energy's entire
investment in NRG Energy, Inc., not just EWGs and FUCOs. The NRG
Energy, Inc. investment includes the acquisition of NRG Energy, Inc.'s
minority common shares of $647.8 million. In addition, the investment
includes a $502.9 million investment (including forgiveness of
interest) made during the year ended 2002. The NRG Energy, Inc.
investment also includes a $300 million commitment made in May 2002
pursuant to a Support and Capital Subscription Agreement. All
investments were made at a time that Xcel Energy was in compliance with
Rule 53 or orders of the Commission.

B.) FOLLOWING IS A LISTING OF XCEL ENERGY'S AGGREGATE INVESTMENT IN EACH
EWG AND FUCO:
(in millions)
Investment in EWGs and FUCOs:
NRG Energy, Inc.* $ 2,232.6
Independent Power International 5.7
Xcel Energy Argentina Inc. 120.7
Denver City Energy Associates, L.P. 7.5
---------
$ 2,366.5
=========

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

C.) XCEL ENERGY'S CONSOLIDATED CAPITALIZATION RATIO* AS OF DECEMBER 31,
2002:

Debt as a percentage of capitalization 74%
(including approximately $1,542.0 million of adjusted short-term debt)

Common stock equity as a percentage of capitalization 23%

Preferred equity as a percentage of capitalization 3%
(including mandatorily redeemable preferred securities)

* Common stock equity includes par value, premium, retained earnings,
accumulated other comprehensive income and minority interest.
Consistent with the SEC order in Release No. 35-27597, dated November
7, 2002, ratios also include the effects on capitalization from the
disposition by NRG or its subsidiaries of their ownership of the
Killingholme generation facility in England and the Brazos Valley
generation facility in Texas, which facilities NRG or its subsidiaries
are in the process of transferring to lenders even though legal title
has not been transferred to the lenders as of December 31, 2002.

D.) MARKET-TO-BOOK RATIO OF XCEL ENERGY'S COMMON STOCK AS OF DECEMBER 31,
2002:

Market-to-book ratio at December 31, 2002 0.94

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

None

F.) GROWTH IN CONSOLIDATED RETAINED 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 $ (1,405.6)
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments and $2.5 billion asset impairment
at NRG) (1,253.7)
--------------
Total decrease in consolidated retained earnings for the year
ended December 31, 2002 $ (2,659.3)
==============

G.) YEAR-TO-DATE REVENUES AND NET INCOME OF EACH EWG THROUGH DECEMBER 31,
2002:

Revenue Net income
------- ----------

(in millions)
NRG Energy, Inc. $ 1,577.9 $ (1,396.4)
Independent Power International - (2.7)
Xcel Energy Argentina Inc. 36.8 (9.5)
Denver City Energy Associates, L.P. 58.8 3.4

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.

I.) THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED DURING THE FOURTH
QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY
SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS.
Xcel Energy issued zero shares under its dividend reinvestment plan and
zero shares under its system employee benefit and executive
compensation plans.

J.) XCEL ENERGY LONG-TERM DEBT ISSUED DURING THE FOURTH QUARTER.
1. On November 21, 2002 Xcel Energy sold $230,000,000 principal
amount 7.5% convertible senior notes due November 21, 2007. The
notes are convertible into shares of common stock at a conversion
price of $12.33. The notes were sold under the following terms and
conditions:

Per Senior Note
---------------

Price to investors 100%
Initial purchasers' discount 3%
Proceeds, before expenses, to the company 97%

The offering was made in a private placement to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933. A portion of the net proceeds from the
sale was used to redeem the $100 million principal amount of 8%
convertible senior notes issued on November 8, 2002 which, in

turn, were issued to refinance Xcel Energy's credit facility that
matured in November 2002.

K.) 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 FOURTH QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE.

1. The following guarantees were renewed during the Fourth Quarter:

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

NRG Power Electric Power -- Financial
Xcel Energy Marketing, Inc. $ 60,000,000 12/31/03 Assurance

NRG Power $ 500,000 05/01/03 Electric Power Agreements
NRG Energy, Inc. Marketing, Inc.

2. The following letters of credit were renewed during the Fourth Quarter:

Issued/
Issuing Entity Beneficiary Renewed Amount Expiration Date
----------------------------------------------------------------------------------------------------------------
NRG Energy, Inc. NRG Power Marketing Inc. Renewed $ 100,000 10/31/03

3. Xcel Energy guaranteed an additional $3,351,223 of surety bonds
in the Fourth Quarter. Such guarantees are exempt under
Rule 45 (b)(6).

L.) THE AMOUNT AND TERMS OF ANY SHORT-TERM DEBT ISSUED BY XCEL ENERGY
DURING THE FOURTH QUARTER.
On November 8, 2002 Xcel Energy sold $100,000,000 of 8% senior
convertible debt securities. The offering was made in a private
placement to qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933. The proceeds were used to
refinance Xcel Energy's credit facility that matured in November 2002.
These notes were redeemed on November 21, 2002.

M.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY THAT ARE NOT EXEMPT UNDER RULE 52.
Cheyenne Light, Fuel and Power Company (Cheyenne) had $18,425,000 in
short-term debt outstanding to Xcel Energy at an average cost of 2.99%.

As of December 31, 2002, Black Mountain Gas Company had $3,097,021 in
short-term debt outstanding to Xcel Energy at an average cost of 2.99%.

N.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE FOURTH QUARTER THAT ARE NOT EXEMPT UNDER RULE 52.
None.

O.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE FOURTH QUARTER UNDER THE EXEMPTION PROVIDED UNDER
RULE 52.
Utility Subsidiaries Short-term Debt
On an on-going basis the Utility Subsidiaries borrow and repay
short-term debt. As of December 31, 2002, the Utility Subsidiaries
listed below had outstanding short-term debt as follows:

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

Public Service Company of Colorado (PSCo) $ 88,074,240 2.66%
Southwestern Public Service Company (SPS) $ 0 -
Northern States Power-Minnesota (NSP-MN) $ 0 -
Northern States Power-Wisconsin (NSP-WI) $ 6,880,000 4.40%

PSCo
As of December 31, 2002, PSCo had short-term borrowings outstanding
from its subsidiary P.S.R. Investments, Inc. of $21,288,000 at an
average rate of 2.83%.

Northern States Power-Minnesota (NSP-MN)
As of December 31, 2002, NSP-MN had short-term borrowings due from its
subsidiary First Midwest Auto Park of $1,250,000 at an average rate of
4.40%. As of December 31, 2002, NSP-MN had short-term borrowings
outstanding from its subsidiary United Power & Land of $1,304,000 at an
average rate of 4.40%.

SPS
On December 1, 2002, SPS and the Bank of New York entered into a
replacement Standby Bond Purchase Agreement related to SPS's
$25,000,000 Adjustable Rate Tender Securities (ARTS) (Pollution Control
Revenue Refunding Bonds, Southwestern Public Service Company Project)
Series 1996.

Cheyenne
On December 9, 2002, Cheyenne renewed an existing Standby Bond Purchase
Agreement with Wells Fargo Bank, National Association related to its
$10,000,000 Adjustable Rate Industrial Development Revenue Bonds
(Cheyenne Light, Fuel and Power Company Project) Series 1997A. The
expiration date is March 1, 2004.

Nuclear Management Company
Nuclear Management Company renewed its Credit Facility on November 6
with LaSalle Bank in Chicago for $25,000,000. This credit facility has
an expiration date of November 5, 2003.

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

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 December 31, 2002, the following such inter-company notes were
outstanding with an average interest rate of 2.99%:

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

Xcel Energy Xcel Energy WYCO Inc. $ 3,153,500

Xcel Energy Xcel Energy Services Inc. $ 65,909,000

Xcel Energy Xcel Energy International Inc. $ 38,770,000

Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 32,427,194

NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 875,700

e prime Energy Marketing, Inc. Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 1,412,000

Xcel Energy Xcel Retail $ 7,744,000

Xcel Retail Xcel Energy Cadence $ 923,000

Xcel Retail The Planergy Group $ 15,446,785

XERS Inc. Xcel Retail $ 1,642,000

Xcel Energy Centrus Xcel Retail $ 240,000

Utility Engineering Xcel Energy Wholesale Group, Inc. $ 72,800,000

Quixx Corporation Utility Engineering $ 47,360,000

Xcel Energy Xcel Energy Wholesale Group, Inc. $ 80,380,000

Utility Engineering Applied Power Associates, Inc. $ 412,500

Utility Engineering Proto-Power Corporation $ 2,150,000

Utility Engineering Universal Utility Services $ 1,500,000

Utility Engineering Precision Resource Company $ 675,000

Xcel Energy Markets Holdings, Inc. Viking Gas Transmission Company $ 9,366,469

Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 112,000

Reddy Kilowatt Xcel Retail $ 900,000

Xcel Energy Retail Propane Xcel Retail $ 4,781,000

Xcel Energy Markets Holdings, Inc. e prime, Inc. $ 17,170,000

Xcel Energy Xcel Energy Markets Holdings, Inc. $ 25,996,000

Xcel Energy Xcel Energy Ventures, Inc. $ 1,443,000

Q.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR
ANTICIPATORY HEDGE ENTERED INTO DURING THE FOURTH QUARTER AND THE
IDENTITY OF THE PARTIES TO SUCH INSTRUMENTS.
NRG Energy, Inc. entered into the following interest rate hedges which
are permitted under Rule 52:

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

$11,451,919 3.650% 10/04/02 06/29/07 Heleba

R.) THE NAME, PARENT COMPANY AND AMOUNT INVESTED IN ANY NEW INTERMEDIATE
SUBSIDIARY OR FINANCING SUBSIDIARY DURING THE FOURTH QUARTER.
None.

S.) CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE FOURTH QUARTER AND
SEPARATE BALANCE SHEETS AS OF THE END OF THE FOURTH QUARTER FOR EACH
COMPANY, INCLUDING XCEL ENERGY, THAT HAS ENGAGED IN FINANCING
TRANSACTIONS DURING THE FOURTH 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 December 31, 2002 are incorporated by reference.
Such balance sheets were filed with the respective company's Form 10-K
for December 31, 2002. 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 December 31, 2002 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 Company

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 Reddy Kilowatt
Exhibit 25 Xcel Energy Retail Propane
Exhibit 26 P.S.R. Investments, Inc.
Exhibit 27 NRG Power Marketing, Inc.
Exhibit 28 e prime Energy Marketing, Inc.
Exhibit 29 XERS Inc.
Exhibit 30 Xcel Energy Argentina Inc.
Exhibit 31 First Midwest Auto Park
Exhibit 32 United Power & Land
Exhibit 33 Nuclear Management Company

T.) REGISTRATION STATEMENTS FILED DURING THE FOURTH QUARTER.
Form S-4 file number 333-101531 filed November 27, 2002 by NSP-MN.
Form S-4 file number 333-101913 filed December 17, 2002 by PSCo.

I, Ben G.S. Fowke III, Vice President and 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/ Ben G.S. Fowke III
-------------------------------
Ben G.S. Fowke III
Vice President and Treasurer

Dated: March 31, 2003