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 July 1, 2002 through September 30, 2002 (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: $ 1,962.4 million
Aggregate investment in all EWGs and FUCOs*: $ 2,369.6 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 interest) made during
the first nine months of 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. 123.8
Denver City Energy Associates, L.P. 7.5
---------
$ 2,369.6
=========

* 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 SEPTEMBER 30,
2002:

Debt as a percentage of capitalization 73%
(including approximately $2,004 million of short-term debt)

Common stock equity as a percentage of capitalization 25%

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

* Liabilities reclassified as Held for Sale (formerly classified as
debt and minority interest) have been added back for this calculation.
Common stock equity includes par value, premium, retained earnings,
shares held by ESOP, 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 at this time.

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

Market-to-book ratio at September 30, 2002 0.71

E.) NEW EWG PROJECTS IN WHICH XCEL ENERGY INVESTED OR COMMITTED TO INVEST
DURING THE THIRD 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 $ 131.6
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments and $2.9 billion asset impairment
at NRG) (2,380.4)
----------
Total decrease in consolidated retained earnings for the year
ended September 30, 2002 $ (2,248.8)
==========

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

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

(in millions)
NRG Energy, Inc.* $ 1,082.9 $ 127.2
Independent Power International - -
Xcel Energy Argentina Inc. 28.4 1.5
Denver City Energy Associates, L.P. 41.9 2.9

* Revenues and net income represent Xcel Energy's entire investment in
NRG, Energy, Inc., not just EWGs.

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 THIRD
QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY
SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS.
Xcel Energy issued 1,773,995 shares under its dividend reinvestment
plan and zero 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/revised during the Third
Quarter:

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

Xcel Energy e prime, Inc. $ 2,500,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,000,000 07/31/03 Gas Trading

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

Xcel Energy e prime, Inc. $ 3,000,000 07/31/04 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 5,000,000 04/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,500,000 07/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 3,000,000 12/31/04 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,000,000 07/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 7,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,500,000 08/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 1,000,000 03/01/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 3,500,000 10/31/02 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 3,000,000 02/28/03 Gas Trading
Xcel Energy e prime, Inc. $ 1,000,000 05/16/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 8,000,000 07/31/03 Power Trading
Xcel Energy e prime, Inc. $ 500,000 07/31/03 Power Trading
Southwestern Transmission Service
Xcel Energy Public Service Co. $ 3,200,000 Continuing Agreement
e prime Energy Purchase & Sale of
Xcel Energy Marketing, Inc. $ 3,000,000 08/01/03 Energy/Derivatives
e prime Energy Purchase & Sale of
Xcel Energy Marketing, Inc. $ 3,000,000 08/01/03 Energy/Derivatives
NRG Power Written Commodity
NRG Energy, Inc. Marketing, Inc. $ 3,000,000 09/30/03 Futures Agreement
NRG Power
NRG Energy, Inc. Marketing, Inc. $ 1,100,000 07/31/03 Transmission
NRG Power Physical Purchase or
NRG Energy, Inc. Marketing, Inc. $ 500,000 07/31/03 Exchange/Options
NRG Northeast
Generating LLC NRG Power Physical Purchase or
("NRG NE") Marketing, Inc. $15,000,000 10/31/03 Exchange/Options
Spot and Forward
NRG Power Purchase and Sale
NRG NE Marketing, Inc. $10,000,000 06/30/03 Agreements
NRG South
Central Generating NRG Power Electric Power
LLC Marketing, Inc. $ 2,000,000 08/01/03 Agreements

In addition, $17,000,000 of outstanding NRG Energy, Inc. guarantees
were assigned to Xcel Energy on August 6, 2002 and $14,000,000 of
outstanding NRG NE guarantees were assigned to Xcel Energy between July
30, 2002 and August 19, 2002. These guarantees have been reported on
prior Rule 24 filings.

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

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

Gas Trading/
Xcel Energy e prime, Inc. 07/23/02 07/23/03 $ 1,000,000 Financial
Gas Trading/
Xcel Energy e prime, Inc. 08/08/02 08/08/03 $ 3,000,000 Financial
Gas Trading/
Xcel Energy e prime, Inc. 08/31/02 08/31/03 $ 5,000,000 Financial
Gas Trading/
Xcel Energy e prime, Inc. 04/01/02 04/01/04 $ 750,000 Financial

Gas Trading/
Xcel Energy e prime, Inc. 09/30/02 09/30/03 $ 1,500,000 Financial
NRG Power
Xcel Energy Marketing, Inc. 08/31/02 08/31/03 $ 10,000,000 Swap Transactions
NRG Power
Xcel Energy Marketing, Inc. 09/30/02 09/30/03 $ 15,000,000 Physical Power

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

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

Seren Innovations, Inc. City of Concord Renewed $ 50,000 08/04/03
NRG Energy, Inc. Societe Generale Renewed $ 65,518,000 07/17/03
NRG Energy, Inc. Societe Generale Renewed $ 15,000,000 07/17/03
NRG Energy, Inc. Southwest Power Pool Issued $ 4,000,000 06/30/03

4. Xcel Energy guaranteed an additional $39,153,775 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, 2002, Xcel Energy had $799,000,000 in short-term debt
outstanding at an average cost of 2.80%.

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,
2002, Cheyenne had $21,745,000 in short-term debt outstanding at an
average cost of 2.97%.

On an on-going basis Black Mountain Gas Company borrows and repays
short-term debt to Xcel Energy. As of September 30, 2002, Black
Mountain Gas Company had $3,307,967 in short-term debt outstanding at
an average cost of 2.97%.

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, 2002, the following
such inter-company notes were outstanding with an average
interest rate of 2.97%:

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

Xcel Energy Xcel Energy WYCO Inc. $ 2,629,500

Xcel Energy Xcel Energy Services Inc. $ 64,191,000

Xcel Energy Xcel Energy International Inc. $ 7,600,000

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

NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 2,975,700

e prime Energy Marketing, Inc. Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 5,612,000

Xcel Retail Xcel Energy Cadence $ 854,500

Xcel Retail The Planergy Group $ 15,246,785

XERS Inc. Xcel Retail $ 5,340,000

Xcel Energy Centrus Xcel Retail $ 482,000

Utility Engineering Xcel Energy Wholesale Group, Inc. $ 64,300,000

Quixx Corporation Utility Engineering $ 49,400,000

Xcel Energy Xcel Energy Wholesale Group, Inc. $ 91,070,000

Utility Engineering Applied Power Associates, Inc. $ 562,500

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

Utility Engineering Universal Utility Services $ 1,500,000

Utility Engineering Precision Resource Company $ 575,000

Xcel Energy Markets Holdings, Inc. Viking Gas Transmission Company $ 9,900,000

Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 116,000

Reddy Kilowatt Xcel Retail $ 900,000

Xcel Energy Retail Propane Xcel Retail $ 6,296,000

e prime, Inc. Xcel Energy Markets Holdings, Inc. $ 500,000

Xcel Energy Xcel Energy Markets Holdings, Inc. $ 8,715,000

Xcel Energy Xcel Energy Ventures, Inc. $ 142,000

N.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE THIRD QUARTER UNDER THE EXEMPTION PROVIDED UNDER
RULE 52.
Utility Subsidiaries Short-term Debt
On an on-going basis the Utility Subsidiaries borrow and repay
short-term debt. As of September 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) $ 88,074,240 3.46%
Southwestern Public Service Company (SPS) $ 0 -
Northern States Power-Minnesota (NSP-MN) $100,000,000 4.75%
Northern States Power-Wisconsin $ 0 -

Utility Subsidiaries Letters of Credit Issued/Renewed

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

NSP-MN City of Sioux Falls Renewed $ 5,000 10/22/02

PSCo
As of September 30, 2002, PSCo had short-term borrowings outstanding
from its subsidiary P.S.R. Investments, Inc. of $19,597,000 at an
average rate of 3.64%.

On July 12, 2002, PSCo was issued a bridge credit facility from various
banks in the amount of $200,000,000 that terminated on September 27,
2002. The outstanding amount of the loan, $150,000,000, was paid in
full on September 26, 2002.

On September 10, 2002, PSCo issued and delivered $48,750,000 aggregate
principal amount of its First Collateral Trust Bonds, Series No. 7 due
2019 to Ambac Assurance Company ("Ambac") pursuant to an Insurance
Agreement dated as of January 21, 1999. These bonds were issued to
secure PSCo's reimbursement obligations under the Insurance Agreement
and do not bear interest. PSCo entered into the Insurance Agreement
with Ambac as part of the consideration for the delivery by Ambac of
municipal bond insurance policies for PSCo's Adams County and Pueblo
County Pollution Control Refunding Revenue Bonds (PSCo Colorado
Projects) Series 1999.

In September 2002, PSCo sold $600,000,000 principal amount of 7.875%
Series 8 First Collateral Trust Bonds due October 2012. These secured
notes were sold under the following terms and conditions:

7.875% FCTBs
due 2012
--------

Price to Public 100.00%
Underwriting Discount 1.00%
Proceeds to PSCo 99.00%

The proceeds to PSCo were used to pay down its bridge credit facility
and its revolving credit facility.

On September 26, 2002, PSCo issued and delivered $530,000,000 aggregate
principal amount of its First Collateral Trust Bonds, Series No. 9 due
2003 to Bank of America, N.A. pursuant to The First Amendment to Second
Amended and Restated 364-Day Credit Agreement dated as of September 6,
2002 between PSCo and Bank of America, N.A. The First Collateral Trust
Bonds, Series No. 9 do not bear interest. The First Amendment required
PSCo to cause the principal amount of PSCo's obligations under the
Second Amended and Restated 364-Day Credit Agreement to be ratably
secured with all indebtedness of the Company under the 1993 Indenture,
as a condition to, and as consideration for, the obligation of the
lenders under the Second Amended and Restated 364-Day Credit Agreement
to continue to make loans under the credit agreement.

Northern States Power-Minnesota (NSP-MN)
As of June 30, 2002, NSP-MN had short-term borrowings due from its
subsidiary First Midwest Auto Park of $1,250,000 at an average rate of
4.90%. As of September 30, 2002, NSP-MN had short-term borrowings
outstanding from its subsidiary United Power & Land of $1,514,000 at an
average rate of 4.90%.

On August 15, 2002, NSP-MN renewed its 364-day $300,000,000 revolving
credit agreement with several banks. The interest rate per annum under
the agreement is the Prime Rate or the Eurodollar Rate plus a spread of
72.5 basis points. The credit agreement is used as a backup line of
credit to support NSP-MN's commercial paper program that is used for
general corporate purposes. In connection with this renewal, NSP-MN
also issued and delivered $308,000,000 aggregate principal amount of
First Mortgage Bonds Series due August 15, 2003 to Wells Fargo Bank,
N.A. pursuant to the credit agreement. The obligations under the credit
agreement will be secured by this series of bonds. The bonds will be
secured pari passu with all other bonds outstanding under the Trust
Indenture dated February 1, 1937.

In July 2002, NSP-MN sold $175,000,000 principal amount of 8.00% Public
Income Notes (PINES) due 2024. These unsecured notes were sold under
the following terms and conditions:

8.00% PINES due 2024
--------------------

Initial Public Offering Price 100.00%
Underwriting Discounts 3.15%
Proceeds to NSP-MN 96.85%

The proceeds to NSP-MN were used to pay down its revolving credit
facility, for other general corporate purposes and to provide capital.
The lead underwriter, Salomon Smith Barney, exercised the option to
purchase additional notes totaling $10,000,000 principal amount under
the same terms above on July 19, 2002 bringing the total principal
amount to $185,000,000.

In September 2002, NSP-MN sold $450,000,000 principal amount of 8.00%
First Mortgage Bonds due August 2012. These secured notes were sold
under the following terms and conditions:

FMBs due 2012
-------------

Price to Public 100.00%
Underwriting Discount 1.00%
Proceeds to NSP-MN 99.00%

The proceeds to NSP-MN were used to pay down its revolving credit
facility, other general corporate purposes including working capital
and capital expenditures.

On August 27, 2002, NSP-MN closed on the conversion of several
tax-exempt pollution control bonds totaling $196,000,000 from variable
rate to fixed rate of 8.50%. The first call date on these bonds is
August 27, 2012. As part of the conversion, $69,000,000 million of the
bonds were collateralized. (The remaining bonds were collateralized in
1997.) These are the specific bonds that were converted from variable
to fixed rate:
1) $27,900,000 City of Becker Pollution Control Revenue Bonds, Series
1992-A
2) $50,000,000 City of Becker Pollution Control Revenue Bonds,
Series 1993-A
3) $50,000,000 City of Becker Pollution Control Revenue Bonds, Series
1993-B
4) $69,000,000 City of Becker Pollution Control Revenue Refunding
Bonds, Series 2000-A

On July 3, 2002, NSP-MN obtained a Bridge Loan Agreement from Salomon
Smith Barney in the amount of $250,000,000 with a termination date of
September 27, 2002. This facility was terminated and never drawn upon.

On August 19, 2002, NSP-MN obtained a Bridge Loan Agreement from Lehman
Brothers in the amount of $100,000,000 with a termination date of
October 18, 2002. This facility was terminated and never drawn upon.

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 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 September 30, 2002 was 5.75%.
There was $1,000,000,000 outstanding on September 30, 2002.
2. On July 3, 2002, NRG Energy Center Minneapolis, LLC issued $55
million in Series A Senior Secured Notes with a maturity of 2017.
The proceeds from the notes were used to restructure NRG Thermal
debt. The coupon rate is 7.25%.
3. On July 3, 2002, NRG Energy Center Minneapolis, LLC issued $20
million in Series B Senior Secured Notes with a maturity of 2017.
The proceeds from the notes were used to restructure NRG Thermal
debt. The coupon rate is 7.12%.

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:

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

$325,000,000 3 mo LIBOR + 06/18/02 06/10/19 Goldman Sachs
1.87938%

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, 2002 are incorporated by reference.
Such balance sheets were filed with the respective company's Form 10-Q
for September 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 September 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 NRG Energy Center Minneapolis, LLC

S.) REGISTRATION STATEMENTS FILED DURING THE THIRD QUARTER
None

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: November 25, 2002