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) as amended
by order dated March 7, 2002 (HCAR No. 27494) (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, 2002
through June 30, 2002 (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: $ 2,521.0 million
Aggregate investment in all EWGs and FUCOs*: $ 2,106.5 million

* The balance includes $1,932.6 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 interest) made during
the first six months of 2002. The NRG Energy, Inc. investment does not
include a $300 million commitment made in May 2002 pursuant to a
Support and Capital Subscription Agreement.

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

Investment in EWGs:
NRG Energy, Inc.* $ 1,932.6
Independent Power International 5.7
Xcel Energy Argentina Inc. 123.8
Denver City Energy Associates, L.P. 7.5
----------
2,069.6
36.9
Investment in FUCOs ----------
$ 2,106.5
==========

* 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, 2002:

Debt as a percentage of capitalization 67%
(including approximately $2,512.4 million of short-term debt)

Common stock equity as a percentage of capitalization* 31%

Preferred equity as a percentage of capitalization 2%
(including mandatorily redeemable preferred securities)

* Common stock equity includes par value, premium, retained earnings,
shares held by ESOP, accumulated other comprehensive income and $78
million of minority interest.

d.) MARKET-TO-BOOK RATIO OF XCEL ENERGY'S COMMON STOCK AS OF JUNE 30, 2002:

Market-to-book ratio at June 30, 2002 0.90

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

During the second quarter of 2002, Xcel Energy acquired all of the 26
percent of NRG shares not then owned by Xcel Energy through a tender
offer and merger involving a tax-free exchange of 0.50 shares of Xcel
Energy common stock for each outstanding share of NRG common stock. The
NRG board of directors, on the recommendation of its Special Committee,
recommended that NRG's stockholders tender their shares in the offer.
SEC approval of the transaction was obtained on May 29, 2002. The
transaction was effected on June 3, 2002.

The exchange of NRG common shares for Xcel common shares was accounted
for as a purchase. The 25,764,852 shares of Xcel stock issued were
valued at $25.14 per share, based on the average market price of Xcel
Energy shares for 3 days before and after April 4, 2002, when the
revised terms of the exchange were announced and recommended by the
independent members of the NRG Board. Including other costs of
acquisition, this resulted in a total purchase price to acquire NRG's
shares of approximately $650 million as of June 30, 2002. Due to the
acquisition occurring near quarter-end, some additional acquisition
costs are expected to be recorded in the third quarter of 2002.

From January 2002 through June 30, 2002, Xcel Energy has provided NRG
with cash equity infusions of $502.9 million (including interest). In
May 2002, Xcel Energy and NRG entered into a Support and Capital
Subscription Agreement pursuant to which Xcel Energy agreed under
certain circumstances to provide up to $300 million to NRG. Xcel Energy
has not, to date, provided funds to NRG under this agreement. Under
limitations imposed by the Public Utility Holding Company Act of 1935,
Xcel Energy could invest an additional $415 million into NRG at June
30, 2002. Xcel Energy currently does not intend to make any additional
investments in NRG except possibly upon a restructuring of the debt of
NRG.

Also during the second quarter of 2002, Xcel Energy contributed an
additional $8.5 million to Xcel Energy Argentina Inc. to provide
financing 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 $ 47.0
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments) (146.0)
--------------
Total decrease in consolidated retained earnings for the year
ended June 30, 2002 $ (99.0)
==============

g.) YEAR-TO-DATE REVENUES AND NET INCOME OF EACH EWG THROUGH JUNE 30, 2002:

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

(in millions)
NRG Energy, Inc. $ 701.6 $ 45.4
Independent Power International - -
Xcel Energy Argentina Inc. 12.6 (0.5)
Denver City Energy Associates, L.P. 26.8 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.
Xcel Energy's tender offer for the outstanding common stock of NRG
Energy, Inc. expired on May 31, 2002. As a result of the tender offer,
a total of 22,745,684 shares of Xcel Energy were given for the
45,491,367 (including shares subject to guaranteed delivery) NRG
Energy, Inc. shares that were tendered. An additional 3,019,168 shares
of Xcel Energy were given for the 6,038,336 shares of NRG Energy, Inc.
that were exchanged in the short-form merger. The Xcel Energy shares
were issued at $25.14 per share. The effective date for the issuance of
the shares was June 3, 2002 and Xcel Energy stock closed at $21.20 per
share on that date.

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 860,248 shares under its dividend reinvestment plan
and 125,945 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/revised during the Second
Quarter:

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

Xcel Energy e prime, Inc. $ 5,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 6,000,000 03/31/03 Gas Trading
Xcel Energy e prime, Inc. $12,000,000 Continuing Gas Trading/Financial
Gas Transport/Gas
Xcel Energy e prime, Inc. $ 5,000,000 04/30/03 Trading
Xcel Energy e prime, Inc. $ 1,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 5,000,000 04/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $14,000,000 Continuing Financial
Xcel Energy e prime, Inc. $ 500,000 03/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 1,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,500,000 03/31/03 Gas Trading
Xcel Energy e prime, Inc. $ 5,000,000 04/30/04 Gas Trading
Xcel Energy e prime, Inc. $ 600,000 Continuing Gas Trading/Transport
Xcel Energy e prime, Inc. $ 2,000,000 06/23/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 3,000,000 01/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,000,000 07/05/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 5,000,000 Continuing Financial
Xcel Energy e prime, Inc. $ 3,000,000 07/31/03 Financial
Xcel Energy e prime, Inc. $ 420,000 05/31/04 Gas Transport/Financial
Xcel Energy e prime, Inc. $ 165,000 08/15/03 Gas Trading
Xcel Energy e prime, Inc. $ 1,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 5,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 1,000,000 06/30/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 205,000 05/31/04 Gas Trading/Financial
Energy Masters Energy Conservation
Xcel Energy International, Inc. $ 9,221,369 06/1/21 Project
e prime Energy Electric & Gas
Xcel Energy Marketing, Inc. $ 3,000,000 05/1/03 Trading/Financial

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

e prime Energy Financial/Electric & Gas
Xcel Energy Marketing, Inc. $ 2,000,000 05/1/03 Agreements
Xcel Energy XERS Inc. $ 400,000 Continuing Financial
Xcel Energy NRG Energy, Inc. $ 21,500,000 07/31/03 Electric Power
NRG Power Physical Purchase of
NRG Energy, Inc. Marketing, Inc. $ 2,000,000 04/01/03 Coal/Financial
NRG Power Physical Purchase of
NRG Energy, Inc. Marketing, Inc. $ 2,000,000 04/30/03 Emissions Allowances
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 500,000 04/30/03 Transportation of Gas
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 12,000,000 04/30/03 Transmission
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 5,000,000 07/31/03 Transmission
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 100,000 04/30/03 Transmission
NRG Power Electric Power
NRG Energy, Inc. Marketing, Inc. $ 1,000,000 05/31/03 Agreements
NRG Power Electric Power
NRG Energy, Inc. Marketing, Inc. $ 1,000,000 05/31/03 Agreements
NRG Power Electric Power
NRG Energy, Inc. Marketing, Inc. $ 5,000,000 05/31/03 Agreements
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 1,000,000 05/31/03 Gas Agreements
NRG Power Electric Power
NRG Energy, Inc. Marketing, Inc. $ 15,000,000 05/24/03 Agreements/Derivatives
NRG Peaker
NRG Energy, Inc. Finance Company $ 32,500,000 06/10/19 Debt Service
NRG Northeast
Generating LLC NRG Power
("NRG NE") Marketing, Inc. $ 2,000,000 06/30/03 Gas Agreements
NRG Power
NRG NE Marketing, Inc. $ 500,000 06/30/03 Gas Agreements
NRG Power Electric Power
NRG NE Marketing, Inc. $ 1,000,000 06/30/03 Agreements
NRG Power Electric Power
NRG NE Marketing, Inc. $ 4,000,000 07/31/03 Agreements
NRG Power Electric Power
NRG NE Marketing, Inc. $ 5,000,000 07/31/03 Agreements/Derivatives
NRG Power Electric Power
NRG NE Marketing, Inc. $ 3,000,000 07/31/03 Agreements
NRG Power
NRG NE Marketing, Inc. $ 1,000,000 05/31/03 Transportation of Gas

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

NRG Power Electric Power
NRG NE Marketing, Inc. $ 2,000,000 05/31/03 Agreements
NRG Power Term Agreement for the
NRG NE Marketing, Inc. $ 5,000,000 12/31/02 Supply of Coal
NRG Power Wholesale Power
NRG NE Marketing, Inc. $ 7,000,000 02/01/03 Products/Derivatives
NRG Power Electric and Gas
NRG NE Marketing, Inc. $ 12,000,000 04/30/03 Agreements
NRG Power Wholesale Power
NRG NE Marketing, Inc. $ 10,000,000 04/30/03 Products/Derivatives
NRG Power
NRG NE Marketing, Inc. $ 2,000,000 03/31/03 Purchase and Sale of Oil
NRG Power Electric Power
NRG NE Marketing, Inc. $ 7,000,000 03/31/03 Agreements/Derivatives
NRG Power Physical Purchase Oil
NRG NE Marketing, Inc. $ 5,000,000 03/31/03 Products/Derivatives
NRG Power Physical Purchase Oil
NRG NE Marketing, Inc. $ 100,000 03/31/03 and Gas Products
NRG South
Central Generating NRG Power Electric Power
LLC ("NRG SC") Marketing, Inc. $ 2,500,000 04/30/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 2,000,000 04/30/03 Agreements
Physical Purchase of
NRG Power Wholesale Power
NRG SC Marketing, Inc. $ 3,000,000 02/19/03 Products
NRG Power Electric Power
NRG SC Marketing, Inc. $ 1,000,000 06/30/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 300,000 07/31/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 2,000,000 06/30/03 Agreements
NRG Power Electric and Gas
NRG SC Marketing, Inc. $ 2,000,000 06/30/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 1,000,000 06/30/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 1,000,000 06/30/03 Agreements
NRG Power Electric Power
NRG SC Marketing, Inc. $ 250,000 06/30/03 Agreements

In addition, $160,500,00 of outstanding NRG guarantees were assigned to
Xcel Energy on June 17, 2002. These guarantees have been reported on prior
Rule 24 filings.

2. The following guarantees had revised maturity dates during the
Second Quarter:

Original Revised
Guarantor Beneficiary Maturity Date Maturity Date Amount Purpose
--------------------- ----------------- ----------------- ------------------- ----------------- -------------------------

Xcel Energy e prime, Inc. 05/31/02 05/31/04 $ 1,500,000 Gas Transport
Gas Trading/
Xcel Energy e prime, Inc. 08/17/02 08/17/03 $ 5,000,000 Financial
Gas & Power
Xcel Energy e prime, Inc. 05/16/02 05/16/03 $ 2,000,000 Trading/Financial
Gas Trading/
Xcel Energy e prime, Inc. 05/17/02 05/17/03 $ 5,000,000 Financial

3. The following letters of credit were issued/renewed during the
Second Quarter:

Issued/
Issuing Entity Beneficiary Renewed Amount Expiration Date
---------------------------- --------------------------------------------- ---------------- ------------------- -------------------

Nuclear Management
Company, LLC Liberty Mutual Insurance Company Issued $ 100,000 10/31/02
Nuclear Management
Company, LLC Liberty Mutual Insurance Company Issued $ 100,000 10/31/02
Seren Innovations, Inc. Contra Costa County Issued $ 50,000 04/23/03
NRG Energy, Inc. National Australia Bank Issued $ 7,119,900 06/30/03
NRG Energy, Inc. ISO New England NEPOOL Issued $ 7,600,000 12/31/02
NRG Energy, Inc. General Electric Credit Corp Renewed $ 4,800,000 07/15/03
NRG Energy, Inc. Consumer Energy Company Issued $ 250,000 07/15/02
NRG Energy, Inc. NYISO Renewed $ 3,000,000 05/17/03
NRG Energy, Inc. BP Canada Marketing Corp Renewed $10,000,000 04/09/03
NRG Energy, Inc. Yankee Gas Services Company Renewed $10,000,000 04/05/03
NRG Energy, Inc. National Australia Bank Renewed $ 4,219,200 03/31/03
NRG Energy, Inc. Commonwealth Edison Renewed $ 5,500,000 03/15/03
NRG Energy, Inc. Automated Power Exchange Inc Renewed $ 1,000,000 05/30/03

4. Xcel Energy guaranteed an additional $3,404,511 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, 2002, Xcel Energy had $506,245,000 in short-term debt
outstanding at an average cost of 2.54%.

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, 2002,
Cheyenne had $21,435,000 in short-term debt outstanding at an average
cost of 2.63%.

On an on-going basis Black Mountain Gas Company borrows and repays
short-term debt to Xcel Energy. As of June 30, 2002, Black Mountain Gas
Company had $3,307,967 in short-term debt outstanding at an average
cost of 2.63%.

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, 2002, the following such
inter-company notes were outstanding with an average interest
rate of 2.63%:

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

Xcel Energy Xcel Energy WYCO Inc. $ 2,424,000
Xcel Energy Xcel Energy Services Inc. $ 41,360,000
Xcel Energy Xcel Energy International Inc. $ 39,650,000
Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 32,427,194
NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 3,150,000
Xcel Energy Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 9,268,000
Xcel Retail e prime Energy Marketing, Inc. $ 2,350,000
Xcel Retail Xcel Energy Cadence $ 854,500
Xcel Retail The Planergy Group $ 15,246,785
XERS Inc. Xcel Retail $ 2,695,000
Xcel Energy Centrus Xcel Retail $ 487,500
Utility Engineering Xcel Energy Wholesale Group, Inc. $ 58,500,000
Quixx Corporation Utility Engineering $ 48,550,000
Xcel Energy Xcel Energy Wholesale Group, Inc. $ 90,045,000
Utility Engineering Applied Power Associates, Inc. $ 175,000
Utility Engineering Proto-Power Corporation $ 2,150,000
Utility Engineering Universal Utility Services $ 1,500,000
Utility Engineering Precision Resource Company $ 775,000
Viking Gas Transmission
Company Xcel Energy Markets Holdings, Inc. $ 6,650,000
Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 152,000
Reddy Kilowatt Xcel Retail $ 900,000
Xcel Energy Retail Propane Xcel Retail $ 6,041,000
Xcel Energy Markets Holdings, Inc. e prime, Inc. $ 2,387,000

n.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE SECOND QUARTER UNDER THE EXEMPTION PROVIDED UNDER
RULE 52.
Utility Subsidiaries Short-term Debt
On an on-going basis the Utility Subsidiaries borrow and repay
short-term debt. As of June 30, 2002, the Utility Subsidiaries listed
below had outstanding short-term debt as follows:

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

Public Service Company of Colorado (PSCo) $547,580,000 2.47%
Southwestern Public Service Company (SPS) $ 15,000,000 2.10%
Northern States Power-Minnesota (NSP-MN) $419,000,000 2.05%
Northern States Power-Wisconsin $ 0 -

Utility Subsidiaries Letters of Credit Issued/Renewed

Issued/ Expiration
Issuing Entity Beneficiary Renewed Amount Date
----------------------- -------------------------------------------- ------------- ------------------ --------------

SPS Southwest Power Pool Renewed $ 2,146,939 07/01/03
SPS Southwest Power Pool Renewed $ 2,091,304 06/01/03

PSCo
As of June 30, 2002, PSCo had short-term borrowings outstanding from
its subsidiary P.S.R. Investments, Inc. of $11,685,000 at an average
rate of 2.57%.

On June 28, 2002, PSCo renewed its credit agreement with several banks
until June 27, 2003. With this renewal, the size of the credit
agreement was reduced from $600 million to $530 million. The interest
rate per annum under the agreement is the Prime Rate or the Eurodollar
Rate plus a spread of 1.00%. The credit agreement is used as a backup
line of credit to support PSCo's commercial paper program that is used
for general corporate purposes.

Northern States Power-Minnesota (NSP-MN)
As of June 30, 2002, Northern States Power-Minnesota (NSP-MN) had
short-term borrowings outstanding from its subsidiary First Midwest
Auto Park of $75,000 at an average rate of 2.15% and from its
subsidiary United Power & Land of $1,565,000 at an average rate of
2.15%.

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 March 8, 2002, NRG Energy, Inc was issued a line of credit from
various banks in the amount of $1,000,000,000 which terminates on
March 7, 2003. The average rate on June 30, 2002 was 3.375%. There
was $1,000,000,000 outstanding on June 30, 2002.
2. On June 18, 2002, NRG Peaker Finance Company LLC issued $325
million in Series A Floating Rate Senior Secured Bonds with a
maturity of 2019. The

proceeds from the bonds were used to fund
the operation of five peaker facilities. The coupon is paid
quarterly starting September 10, 2002 and the rate is
USD-LIBOR-BBA plus 1.07%.

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:

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

$244,912,001 8.70% 03/15/02 03/15/05 Bank of America

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 Transco Inc., was
incorporated on June 3, 2002. Xcel Energy Ventures, Inc. is the parent
company of this new intermediate subsidiary. No investment has been
made to Xcel Energy Transco Inc.

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, 2002 are incorporated by reference. Such
balance sheets were filed with the respective company's Form 10-Q for
June 30, 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 June 30, 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 Seren Innovations, Inc.
Exhibit 28 e prime Energy Marketing, Inc.
Exhibit 29 XERS Inc.
Exhibit 30 Xcel Energy Argentina Inc.
Exhibit 31 NRG Power Marketing, Inc.
Exhibit 32 First Midwest Auto Park
Exhibit 33 United Power & Land
Exhibit 34 Nuclear Management Company, LLC
Exhibit 35 Energy Masters International, Inc.
Exhibit 36 NRG Peaker Finance Company LLC

s.) REGISTRATION STATEMENTS FILED DURING THE SECOND QUARTER
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: August 29, 2002