U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended June 30, 2003
Xcel Energy Inc.
(Name of Registered Holding Company)
800 Nicollet Mall, Minneapolis, Minnesota 55402
(Address of Principal Executives Offices)
Inquiries concerning this Form U-9C-3
may be directed to either:
David E. Ripka
Vice President and Controller
Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, MN 55401
(612) 330-2958
or
Michael C. Connelly
Deputy General Counsel
Xcel Energy Inc.
800 Nicollet Mall
Minneapolis, MN 55402
(612) 215-4580
XCEL ENERGY INC.
FORM U-9C-3
For the Quarter Ended June 30, 2003
Table of Contents
| Page | ||||
| Item 1. Organization Chart | 1 | |||
| Item 2. Issuances and Renewals of Securities and Capital Contributions | 10 | |||
| Item 3. Associated Transactions | 11 | |||
| Item 4. Summary of Aggregate Investment | 13 | |||
| Item 5. Other Investments | 14 | |||
| Item 6. Financial Statements and Exhibits | 15 | |||
| SIGNATURE | 17 | |||
Item 1. — ORGANIZATION CHART
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
| Xcel Energy Inc. (Xcel Energy) | ||||||||||||
Xcel Energy Retail Holdings Inc. (a) |
||||||||||||
XERS Inc. |
Energy related | December 4, 2000 | DE | 100 | % | Operates as a retailer of electric power in targeted U.S. markets. XERS functions as an intermediary between energy producers, resellers and end-users. | ||||||
Xcel Energy Cadence Inc. (a) |
Energy related | August 28, 1997 | CO | 100 | % | Holds energy-related company | ||||||
Cadence Network Inc. |
Energy related | September 3, 1997 | DE | 22.22 | % | Energy management and consulting services; also brokering and marketing of energy commodities | ||||||
Planergy International Inc. (a) |
Energy related | January 2, 1990 | TX | 100 | % | Energy service to commercial and industrial customers | ||||||
Planergy Services Inc. (a) |
Energy related | July 30, 1987 | DE | 100 | % | Industrial energy audits | ||||||
Planergy Services of California Inc. |
Energy related | November 6, 1984 | CA | 100 | % | No significant operations | ||||||
Planergy Capital Associates Inc. |
Energy related | June 19, 1981 | CA | 100 | % | No significant operations | ||||||
Planergy Energy Services Corp. |
Energy related | July 30, 1987 | DE | 100 | % | No significant operations | ||||||
Planergy Services of Houston Inc. |
Energy related | July 30, 1987 | DE | 100 | % | No significant operations | ||||||
Planergy Services USA Inc. |
Energy related | July 30, 1987 | DE | 100 | % | No significant operations | ||||||
Planergy Services of Texas Inc. |
Energy related | July 30, 1987 | DE | 100 | % | No significant operations | ||||||
Planergy Inc. (a) |
Energy related | August 19, 1977 | TX | 100 | % | Energy service company | ||||||
Planergy Limited |
Energy related | May 13, 1997 | Canada | 100 | % | Energy service company | ||||||
Xcel Energy Performance Contracting, Inc.
(a) |
Energy related | August 20, 1993 | MN | 100 | % | Provides energy marketing and performance contracting services | ||||||
Planergy Housing, Inc. |
Energy related | June 18, 2001 | DE | 100 | % | Holds public housing contracts | ||||||
e prime Energy Marketing Inc. |
Energy related | March 3, 1997 | CO | 100 | % | Provides retail gas marketing services | ||||||
e prime Florida Inc. |
Energy related | October 18, 1999 | CO | 100 | % | Provides retail gas marketing services | ||||||
* e prime Georgia Inc. |
Energy related | June 10, 1999 | GA | 100 | % | Inactive entity previously provided retail gas marketing services | ||||||
1
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
Xcel Energy Ventures Inc. (a) |
||||||||||||
Texas-Ohio Pipeline Inc. |
Energy related | June 22, 1990 | TX | 100 | % | Owns and operates gas pipeline | ||||||
Xcel Energy Wholesale Group Inc. (a) |
||||||||||||
NRG Energy, Inc. (a) |
Energy related | May 29, 1992 | DE | 100 | % | Develops, organizes, owns and operates non-regulated energy-related businesses | ||||||
James River Cogeneration Company |
Energy related | January 15, 2002 | NC | 50 | % | Owns the James River Station 110 MW facility in Virginia. | ||||||
NRG Power Marketing Inc. |
Energy related | August 18, 1997 | DE | 100 | % | Established to maximize the utilization and return of NRG’s generation assets and to mitigate the risk associated with those assets. | ||||||
NRG New Jersey Energy Sales LLC |
Energy related | March 22, 2002 | DE | 100 | % | Energy marketer in New Jersey. | ||||||
NRG PacGen Inc. (a) |
Energy related | October 28, 1997 | DE | 100 | % | Owns interests in cogeneration and competitive power producing projects. | ||||||
Pacific Generation Company (a) |
Energy related | August 3, 1984 | OR | 100 | % | Domestic holding company acquired by NRG; also a limited partner in Camas Power Boiler Limited Partnership | ||||||
Camas Power Boiler Limited Partnership |
Energy related | February 6, 1990 | OR | 100 | % | Owns waste-wood fired steam boiler in Camas paper mill in Washington | ||||||
Camas Power Boiler Inc. |
Energy related | February 6, 1990 | OR | 100 | % | General partner in Camas Boiler Limited Partnership | ||||||
Energy National Inc. (a) |
Energy related | September 13, 1984 | UT | 100 | % | Holding company | ||||||
Pacific Orrington Energy
Inc. (a) |
Energy related | November 24, 1992 | OR | 100 | % | Holds general and limited partner interests in Orrington Waste LTD, Limited Partnership | ||||||
Orrington Waste Ltd.,
Limited Partnership |
Energy related | January 13, 1993 | OR | 17 | % | Provides waste disposal services to municipalities to be delivered to waste disposal operators in Maine | ||||||
ESOCO Inc. (a) |
Energy related | February 1, 1989 | UT | 100 | % | Domestic holding company for individual ESOCO O&M companies | ||||||
ESOCO Orrington Inc. |
Energy related | February 1, 1989 | UT | 100 | % | Operates Penobscot Energy Recovery Company in Maine |
||||||
Pacific Crockett Holdings Inc. |
Energy related | February 14, 1991 | OR | 100 | % | Domestic holding company for Pacific Crockett Energy Inc. | ||||||
2
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
ONSITE Energy Inc. (a) |
Energy related | January 22, 1986 | OR | 100 | % | Domestic holding company of ONSITE Soledad Inc. and ONSITE Marianas Corporation; also indirectly holds general partner interest in Mt. Poso project and limited partner interest in Turner Falls project | ||||||
Pacific-Mt. Poso Corporation |
Energy related | June 8, 1997 | OR | 100 | % | General partner in Mt. Poso Cogeneration Company, a California Limited Partnership | ||||||
Turner Falls Limited
Partnership |
Energy related | June 19, 1987 | DE | 9 | % | Owns Turner Falls cogeneration facility in Massachusetts | ||||||
Pacific Generation Holdings Company |
Energy related | January 12, 1995 | OR | 100 | % | Domestic holding company for Pacific Generation Funding | ||||||
NRG Cadillac Inc. (a) |
Energy related | April 15, 1997 | DE | 100 | % | Domestic holding company in Cadillac Renewable Energy LLC | ||||||
Cadillac Renewable Energy LLC |
Energy related | February 27, 1997 | DE | 100 | % | Owns wood-fired electric generation plant in Mich | ||||||
O’Brien Cogeneration, Inc. II |
Energy related | December 31, 1985 | DE | 100 | % | Owns and/or operates cogeneration facilities. | ||||||
NEO Corporation (NEO) (a) |
Energy related | May 27, 1993 | MN | 100 | % | Develops, owns and operates landfill gas, hydroelectric and small cogeneration projects in the U.S. | ||||||
NM Colton Genco LLC |
Energy related | March 18, 2002 | DE | 50 | % | Owns and operates landfill gas fueled electric generating facility on Colton landfill. | ||||||
NM Mid Valley Genco LLC |
Energy related | March 18, 2002 | DE | 50 | % | Owns and operates landfill gas fueled electric generating facility on Mid Valley landfill. | ||||||
NM Milliken Genco LLC |
Energy related | March 18, 2002 | DE | 50 | % | Owns and operates landfill gas fueled electric generating facility on Milliken landfill. | ||||||
NEO Fresh Kills LLC (a) |
Energy related | December 20, 2001 | DE | 100 | % | 50% owner of Fresh Gas LLC | ||||||
Fresh Gas LLC |
Energy related | December 20, 2001 | DE | 50 | % | Owner of gas collection system in Fresh Kills, NY | ||||||
NEO Chester-Gen LLC |
Energy related | July 13, 2000 | DE | 100 | % | Owns 3.4 MW cogeneration facility at Crozer Chester Hospital in Chester, Pennsylvania | ||||||
NEO Freehold-Gen LLC |
Energy related | July 13, 2000 | DE | 100 | % | Formed to acquire landfill gas project | ||||||
NEO Toledo-Gen LLC
|
Energy related | July 13, 2000 | DE | 100 | % | Owns 1.0 MW cogeneration facility at Riverside Hospital in Toledo, Ohio | ||||||
NEO Landfill Gas Holdings Inc. |
Energy related | April 8, 1996 | DE | 100 | % | Domestic holding company-provides O&M services for landfill gas projects | ||||||
3
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
Four Hills LLC |
Energy related | August 19, 1996 | DE | 50 | % | Landfill gas collection system for Nashua project in New Hampshire | ||||||
NEO Ft Smith LLC |
Energy related | October 14, 1997 | DE | 100 | % | Landfill gas collection system for project in Arkansas | ||||||
NEO Hackensack LLC |
Energy related | January 6, 1997 | DE | 100 | % | Landfill gas collection system for HMDC/Balefill/Kingsland | ||||||
NEO Nashville LLC |
Energy related | June 20, 1997 | DE | 100 | % | Landfill gas collection system for project in Tenn. | ||||||
NEO Phoenix LLC |
Energy related | January 4, 1996 | DE | 100 | % | Landfill gas collection system for project in Arizona | ||||||
NEO Prima Deshecha LLC |
Energy related | January 16, 1997 | DE | 100 | % | Landfill gas collection system for project in Orange County, California | ||||||
NEO Tajiguas LLC |
Energy related | December 5, 1995 | DE | 100 | % | Landfill gas collection system for project in Santa Barbara, California | ||||||
NEO Woodville LLC |
Energy related | February 11, 1998 | DE | 100 | % | Landfill gas collection system for project in California | ||||||
NEO-Montauk Genco Management LLC |
Energy related | August 21, 2001 | DE | 100 | % | Manager of NEO-Montauk Genco LLC | ||||||
NEO-Montauk Genco LLC |
Energy related | August 17, 2001 | DE | 50 | % | Owner of landfill gas fueled power generation | ||||||
NEO San Bernardino LLC (a) |
Energy related | June 26, 1998 | DE | 100 | % | Landfill gas collection system for project in California | ||||||
San Bernardino Landfill Gas Limited Partnership |
Energy related | September 18, 1997 | DE | 95 | % | Limited partner to landfill gas collection system for project in California | ||||||
NEO ECO 11 LLC |
Energy related | May 9, 2000 | DE | 100 | % | Formed to acquire landfill gas project | ||||||
Minnesota Methane II LLC (a) |
Energy related | April 8, 1997 | DE | 50 | % | Owns and operates original 3 NEO/Ziegler landfill gas projects | ||||||
MM Burnsville Energy LLC |
Energy related | October 14, 1997 | DE | 50 | % | Landfill gas fueled power generation for Edward Kraemer landfill in Minnesota | ||||||
Suncook Energy LLC |
Energy related | October 14, 1997 | DE | 50 | % | Landfill gas fueled power generation for Nashua project in New Hampshire | ||||||
Landfill Power LLC |
Energy related | May 2, 1994 | WY | 50 | % | Owns and operates Flying Cloud landfill gas fueled power generation facility in Minnesota | ||||||
4
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
MM Biogas Power LLC |
Energy related | April 8, 1996 | DE | 50 | % | Domestic holding company-owns 100% interest
in landfill gas fueled power generation projects not yet financed |
||||||
MM Hackensack Energy LLC |
Energy related | April 8, 1997 | DE | 50 | % | Landfill gas fueled power generation for HMDC/Balefill/Kingsland O’Brien project in New Jersey | ||||||
MM Nashville Energy LLC |
Energy related | June 20, 1997 | DE | 50 | % | Landfill gas fueled power generation for project in Tennessee | ||||||
MM Phoenix Energy LLC |
Energy related | January 20, 1998 | DE | 50 | % | Landfill gas fueled power generation for project in Arizona | ||||||
MM Prima Deshecha Energy LLC |
Energy related | January 8, 1997 | DE | 50 | % | Landfill gas fueled power generation for project in Orange County, California | ||||||
MM Tajiguas Energy LLC |
Energy related | January 20, 1998 | DE | 50 | % | Landfill gas fueled power generation for project in California | ||||||
MM Woodville Energy LLC |
Energy related | February 11, 1998 | DE | 50 | % | Landfill gas fueled power generation for project in California | ||||||
MM San Bernardino Energy LLC |
Energy related | December 30, 1998 | DE | 50 | % | Transport landfill gas for resale | ||||||
NEO Landfill Gas Inc. |
Energy related | April 8, 1996 | DE | 100 | % | Domestic holding company-holds 99% interest in landfill gas collection system projects. | ||||||
Northbrook Acquisition Corp. |
Energy related | December 23, 1994 | DE | 50 | % | Domestic holding company in STS Hydropower | ||||||
Northbrook Carolina Hydro LLC |
Energy related | October 5, 1995 | DE | 50 | % | Owns and operates hydroelectric power plants in North Carolina and South Carolina | ||||||
Northbrook Energy, LLC |
Energy related | November 4, 1994 | DE | 50 | % | Develops hydroelectric power projects in the U.S. | ||||||
Northbrook New York, LLC |
Energy related | June 21, 1999 | DE | 30 | % | Holds interest in Northbrook Acquisition Corp | ||||||
O’Brien Biogas (Mazzaro) Inc |
Energy related | February 26, 1990 | DE | 50 | % | Landfill gas collection system for project in Pennsylvania | ||||||
O’Brien Standby Power Energy, Inc |
Energy related | December 6, 1988 | DE | 50 | % | Landfill gas fueled power generation for SKB project in Pennsylvania | ||||||
STS Hydropower Ltd. (a) |
Energy related | August 11, 1987 | MI | 50 | % | Owns and operates hydroelectric projects in California, Colorado, Michigan, Virginia and Wash. | ||||||
NRG Thermal LLC (a) |
Energy related | October 25, 1999 | DE | 100 | % | Provides district heating and cooling systems in several cities in the U.S. | ||||||
5
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
NRG Energy Center Smyrna LLC |
Energy related | December 20, 2001 | DE | 100 | % | Operator of 45 MW plant located in Smyrna, Delaware. | ||||||
NRG Energy Center Minneapolis LLC |
Energy related | October 27, 1999 | DE | 100 | % | Owns and operates the district heating and cooling system serving customers in the downtown Minneapolis area | ||||||
NRG Energy Center San Diego LLC |
Energy related | October 27, 1999 | DE | 100 | % | Formed to own and operate San Diego Power & Cooling, a chilled water plant serving customers in downtown San Diego area | ||||||
NRG Energy Center Rock Tenn LLC |
Energy related | October 27, 1999 | DE | 100 | % | Owns assets in connection with the sale of steam to Rock-Tenn Corporation in St. Paul | ||||||
NRG Energy Center Paxton LLC |
Energy related | April 25, 2000 | DE | 100 | % | Formed to own interest in cogeneration facility and sell steam to NRG Energy Center Harrisburg Inc. | ||||||
NRG Energy Center Washco LLC |
Energy related | October 27, 1999 | DE | 100 | % | Owns assets in connection with the sale of steam to Anderson Corporation and the State of Minnesota Correctional Facility | ||||||
NRG Energy Center Dover LLC |
Energy related | July 12, 2000 | DE | 100 | % | Own 18 MW cogeneration facility and 80 MW expansion project in Dover, Delaware | ||||||
NRG Thermal Services LLC |
Energy related | July 5, 2000 | DE | 100 | % | This entity formed to hold the chiller plant assets and diesel services business for NRG Energy Center Harrisburg Inc. | ||||||
NRG Energy Center Pittsburgh LLC |
Energy related | October 27, 1999 | DE | 100 | % | Formed to own and operate the Pittsburgh Thermal district heating and cooling plant which currently serves approx 25 customers in the Pittsburgh area. | ||||||
NRG Energy Center San Francisco LLC |
Energy related | July 30, 1991 | DE | 48.09 | % | Provides district heating and cooling services in California | ||||||
NRG Capital LLC (a) |
Energy related | April 9, 2001 | DE | 100 | % | Sole member of construction revolver borrower | ||||||
NRG Finance Company I LLC (a) |
Energy related | February 6, 2001 | DE | 100 | % | Borrower under proposed construction revolver | ||||||
NRG Turbines LLC |
Energy related | August 15, 2001 | DE | 100 | % | Owner for financing purposes of certain turbines prior to their assignment to project companies | ||||||
Utility Engineering Corporation (UE) (a) |
Energy related | August 14, 1985 | TX | 100 | % | Holds energy-related companies and is engaged in engineering, design and construction management, and invests in developing cogeneration and energy-related projects | ||||||
6
| Name of | Energy or | Percentage | Nature | |||||||||
| Reporting | Gas Related | Date of | State of | Of Voting | Of | |||||||
| Company | Company | Organization | Organization | Securities Held | Business | |||||||
Quixx Corporation (a) |
Energy related | August 14, 1985 | TX | 100 | % | Invests in developing cogeneration and energy-related projects | ||||||
Quixxlin Corporation (a) |
Energy related | July 16, 1997 | DE | 100 | % | Owns .5% general partnership interest in Quixx Linden | ||||||
Quixx Linden (GP) |
Energy related | June 25, 1996 | TX | 0.50 | % | Owns and operates gas-fired cogeneration facility | ||||||
Quixx Linden (LP) |
Energy related | June 25, 1996 | TX | 49.5 | % | Owns and operates gas-fired cogeneration facility | ||||||
Xcel Energy Markets Holdings Inc. (a) |
Holding company for subsidiaries providing energy marketing services |
|||||||||||
e prime Inc. (a) |
Energy related | January 30,1995 | CO | 100 | % | Holds energy-related companies and engages in energy marketing, trading and providing energy services | ||||||
Young Gas Storage Company (a) |
Energy related | July 6, 1993 | DE | 100 | % | Hold energy-related company | ||||||
Young Gas Storage Company Ltd. |
Energy related | June 30, 1993 | CO | 47.5 | % | Owns & operates underground gas storage facilities |
||||||
Johnstown Cogeneration Company LLC |
Energy related | February 8, 1996 | CO | 50 | % | Operates cogeneration facility | ||||||
Viking Gas Transmission (b) |
Gas related | February 2, 1988 | DE | 100 | % | Natural gas transmission | ||||||
NSP-Minnesota (a) |
||||||||||||
NSP Nuclear Corporation (a) |
Energy related | November 19, 1999 | MN | 100 | % | Owns 20% interest in Nuclear Management Co. | ||||||
Nuclear Management Company LLC |
Energy related | February 26, 1999 | WI | 20 | % | Nuclear operating company that manages several nuclear plants for 5 different utilities. | ||||||
Private Fuel Storage LLC |
Energy related | September 6, 1995 | DE | 9.9 | % | Storage facility of spent nuclear fuel in Utah | ||||||
(a) Directly and/or indirectly holds securities in energy/gas related companies.
(b) Entity was sold on January 17, 2003
# — new entity
* — inactive entity
LP: Limited Partner, GP: General Partner.
7
Narrative Description of Activities for Reporting Period
XERS Inc. — XERS, a nonregulated subsidiary of Xcel Energy, operates as a retailer of electric power in targeted U.S. markets. XERS functions as an intermediary between energy producers, resellers and end-users and is exposed to the business risks involved with these operations. Therefore, XERS enters into fixed or full requirements contracts ranging from one month to several years.
Cadence Network Inc. — Cadence Network Inc. provides a single source for both energy management services and products designed to lower energy costs for national companies that operate at multiple locations.
Planergy International Inc. and subsidiaries — Planergy International Inc. consists of operating subsidiaries providing energy management, consulting and demand side management services to industrial, commercial, utility and municipal customers.
e prime Energy Marketing Inc. — e prime Energy Marketing Inc. provides energy related products and services, which include natural gas marketing and trading.
e prime Florida Inc. — e prime Florida Inc. provides energy related products and services.
Texas-Ohio Pipeline Inc. — Small pipeline company that connects two major interstate pipelines.
James River Cogeneration Co. — Owns the James River Station 110 MW facility in Virginia.
NRG Power Marketing Inc. — Established to maximize the utilization and return of NRG’s generation assets and to mitigate the risk associated with those assets. NRG Power Marketing purchases and markets energy and energy related commodities including electricity, natural gas, oil, coal and emission allowances.
NRG PacGen Inc. — Owns interests in cogeneration and competitive power producing projects.
NRG Cadillac Inc. — Owns 50 percent of Cadillac Renewable Energy LLC, which owns a 38 MW wood fired plant located in Cadillac, Michigan.
O’Brien Cogeneration Inc. II — Owns and/or operates cogeneration facilities.
8
Narrative Description of Activities for Reporting Period (continued)
NEO Corporation — Develops, owns and operates landfill gas, hydroelectric and small cogeneration projects in the U.S.
NRG Thermal Corporation — Provides district heating and cooling systems in several cities in the U.S.
NRG Capital LLC — Sole member of construction revolver borrower.
Utility Engineering Corporation — Utility Engineering Corporation is engaged in engineering, design, construction management and other miscellaneous services. On January 1, 2000, UE acquired Quixx Corporation (“Quixx”) and its subsidiaries from NC Enterprises. Quixx’s primary business is investing in and developing cogeneration and energy-related projects. Quixx also holds water rights and certain other non-utility assets. Quixx currently has several subsidiaries, most of which hold interests in various energy-related investments.
Quixx Linden LP — Quixx Linden LP owns a 23 Mw natural gas fired cogeneration facility in Linden, New Jersey. Quixxlin Corporation, a wholly-owned subsidiary of Quixx, holds a 0.5% general partnership interest in this partnership. Quixx also directly holds a 49.5% limited partnership interest in Quixx Linden, L.P.
e prime Inc.(“e prime”) — e prime provides energy related products and services (directly and through its subsidiaries) which include, but are not limited to, energy marketing and trading and energy consulting. Also, e prime owns Young Gas Storage Company, which has a 47.5% interest in Young Gas Storage Company Ltd.
Johnstown Cogeneration Company LLC (“Johnstown”) — Johnstown is an electric cogeneration facility which e prime owns a 50% general partnership interest.
Nuclear Management Company — Nuclear operating company that manages several nuclear plants for 5 different utilities.
Private Fuel Storage LLC — Storage facility of spent nuclear fuel in Utah.
9
Item 2. — ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
ISSUANCES AND RENEWALS OF SECURITIES (in thousands of dollars):
| Company | Type of | Principal | Issue | Cost | Person to | Collateral | Consideration | |||||||||||||||||||||
| issuing | security | amount | or | of | whom security | given with | received for | |||||||||||||||||||||
| security | issued | of security | renewal | capital | was issued | security | each security | |||||||||||||||||||||
e prime Energy Marketing |
ST Debt | $ | 1,033 | Renewal | 2.46 | % | Xcel Energy Retail | None | $ | 1,033 | ||||||||||||||||||
e prime Energy Marketing |
ST Debt | 4,437 | Issue | 2.46 | % | Xcel Energy Retail | None | 4,437 | ||||||||||||||||||||
Xcel Energy Retail |
ST Debt | 933 | Renewal | 2.46 | % | Xcel Energy Cadence Inc. | None | 933 | ||||||||||||||||||||
Xcel Energy Retail |
ST Debt | 20,902 | Renewal | 2.46 | % | Planergy International Inc. | None | 20,902 | ||||||||||||||||||||
XERS Inc. |
ST Debt | 3,541 | Renewal | 2.46 | % | Xcel Energy Retail | None | 3,541 | ||||||||||||||||||||
Quixx Corporation |
ST Debt | 47,360 | Renewal | 2.46 | % | Utility Engineering Corp. | None | 47,360 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 413 | Renewal | 2.46 | % | Applied Power Associates | None | 413 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 2,150 | Renewal | 2.46 | % | Proto-Power Corporation | None | 2,150 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 800 | Renewal | 2.46 | % | Universal Utility Services | None | 800 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 150 | Issue | 2.46 | % | Universal Utility Services | None | 150 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 675 | Renewal | 2.46 | % | Precision Resource Co. | None | 675 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 56,300 | Renewal | 2.46 | % | Xcel Energy Wholesale Inc. | None | 56,300 | ||||||||||||||||||||
Utility Engineering Corp. |
ST Debt | 3,000 | Issue | 2.46 | % | Xcel Energy Wholesale Inc. | None | 3,000 | ||||||||||||||||||||
e prime, Inc. |
ST Debt | 14,030 | Issue | 2.46 | % | Xcel Energy Markets Inc. | None | 14,030 | ||||||||||||||||||||
Texas-Ohio Pipeline Inc. |
ST Debt | 110 | Renewal | 2.46 | % | Xcel Energy Ventures Inc. | None | 110 | ||||||||||||||||||||
Texas-Ohio Pipeline Inc. |
ST Debt | 5 | Issue | 2.46 | % | Xcel Energy Ventures Inc. | None | 5 | ||||||||||||||||||||
CAPITAL CONTRIBUTIONS (in thousands of dollars):
| Company | Company | Amount of | ||||||
| Contributing | Receiving | Capital | ||||||
| Capital | Capital | Contribution | ||||||
NSP Nuclear Corporation |
Nuclear Management Company | $ | 36 | |||||
NSP-Minnesota |
Private Fuel Storage | 1,136 | ||||||
10
Item 3. — ASSOCIATED TRANSACTIONS
Part I. — Transactions performed by reporting companies on behalf of associate companies (in thousands of dollars).
| Reporting Company | Associate Company | Direct | Indirect | Cost | Total | |||||||||||||||||||
| Rendering | Receiving | Costs | Costs | of | Amount | |||||||||||||||||||
| Services | Services | Types of Services Rendered | Charged | Charged | Capital | Billed | ||||||||||||||||||
Utility Engineering Corp. |
Public Service Company of Colorado | Engineering/Utility Professional Services | $ | 13,406 | — | — | $ | 13,406 | ||||||||||||||||
Utility Engineering Corp. |
Southwestern Public Service Company | Engineering/Utility Professional Services | 6,382 | — | — | 6,382 | ||||||||||||||||||
Utility Engineering Corp. |
Xcel Energy Services Inc. | Engineering/Utility Professional Services | 688 | — | — | 688 | ||||||||||||||||||
Utility Engineering Corp. |
NSP-Minnesota | Engineering/Utility Professional Services | 2,519 | — | — | 2,519 | ||||||||||||||||||
Utility Engineering Corp. |
Xcel International | Engineering/Utility Professional Services | 100 | — | — | 100 | ||||||||||||||||||
Utility Engineering Corp. |
NRG Energy Inc. | Engineering/Utility Professional Services | 152 | — | — | 152 | ||||||||||||||||||
e prime Inc. |
Southwestern Public Service Company | Gas purchased | 305 | — | — | 305 | ||||||||||||||||||
e prime Inc. |
Utility Engineering | Gas purchased | 3,010 | — | — | 3,010 | ||||||||||||||||||
Viking Gas Transmission Co. |
NSP-Minnesota | Gas transportation services | 19 | — | — | 19 | ||||||||||||||||||
11
Part II. — Transactions performed by associate companies on behalf of reporting companies (in thousands of dollars).
| Reporting Company | Associate Company | Direct | Indirect | Cost | Total | |||||||||||||||||||
| Receiving | Rendering | Costs | Costs | of | Amount | |||||||||||||||||||
| Services | Services | Types of Services Rendered | Charged | Charged | Capital | Billed | ||||||||||||||||||
Cadence Network Inc. |
Xcel Energy Services Inc. | Administrative support; management services | $ | 3 | $ | — | $ | — | $ | 3 | ||||||||||||||
Planergy International Inc. |
Xcel Energy Services Inc. | Administrative support; management services | 188 | 86 | 35 | 309 | ||||||||||||||||||
Quixx Linden LP |
Quixx Power Services | Power plant operating management fee and expenses | 706 | — | — | 706 | ||||||||||||||||||
Quixx Linden LP |
Quixx Corporation | Partnership management fee | 50 | — | — | 50 | ||||||||||||||||||
Utility Engineering Corporation |
Xcel Energy Services Inc. | Administrative support; management services | 821 | 776 | 11 | 1,608 | ||||||||||||||||||
e prime Inc. |
Xcel Energy Services Inc. | Administrative support; management services | 751 | 141 | 5 | 897 | ||||||||||||||||||
e prime Inc. |
Public Service Company of Colorado | Gas transportation services | 81 | — | — | 81 | ||||||||||||||||||
NRG Energy Inc. |
Xcel Energy Services Inc. | Administrative support; management services | 1,315 | 1,664 | 199 | 3,178 | ||||||||||||||||||
XERS Inc. |
Xcel Energy Services Inc. | Administrative support; management services | 1,413 | 31 | 2 | 1,446 | ||||||||||||||||||
Energy Masters International |
Xcel Energy Services Inc. | Administrative support; management services | 14 | 1 | — | 15 | ||||||||||||||||||
e prime Energy Marketing Inc. |
Xcel Energy Services Inc. | Administrative support; management services | 55 | 2 | — | 57 | ||||||||||||||||||
Viking Gas Transmission Co. |
Xcel Energy Services Inc. | Administrative support; management services | 104 | — | 2 | 106 | ||||||||||||||||||
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Item 4. — SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: |
(in thousands) | ||||||||||||||
Total consolidated capitalization as of June 30, 2003 |
$ | 11,246,193 | Line 1 | ||||||||||||
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) |
1,686,929 | Line 2 | |||||||||||||
Greater of $50 million or line 2 |
$ | 1,686,929 | Line 3 | ||||||||||||
Total current aggregate investment: |
|||||||||||||||
(categorized by major line of energy-related business) |
|||||||||||||||
Energy management services (Category I) |
116,981 | ||||||||||||||
Brokering/Marketing services (Category V) |
38,838 | ||||||||||||||
Utility engineering/construction services (Category VII) |
6,823 | ||||||||||||||
Developing/Ownership QF’s (Category VIII) |
1,054,001 | ||||||||||||||
Total current aggregate investment |
1,216,643 | Line 4 | |||||||||||||
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system
(line 3 less line 4) |
$ | 470,286 | Line 5 | ||||||||||||
Investments in gas-related companies:
NONE
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Item 5. — OTHER INVESTMENTS (in thousands)
| Major Line | Other | Other | ||||||||||
| of Energy-Related | Investment in Last | Investment in This | Reason for Difference in | |||||||||
| Business (a) | U-9C-3 Report | U-9C-3 Report | Other Investment | |||||||||
Brokering/Marketing services |
$ | 27,199 | $ | 27,199 | N/A | |||||||
Engineering and related services |
$ | 11,463 | $ | 11,463 | N/A | |||||||
Developing/Ownership QF’s |
$ | 85,713 | $ | 85,713 | N/A | |||||||
(a) Investments for these reporting companies, prior to March 23, 1997, were excluded from aggregate investments in Items 4. These reporting companies’ investments were subsidiaries, directly or indirectly, of Xcel Energy Inc.
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Item 6. — FINANCIAL STATEMENTS AND EXHIBITS
| A. | Financial Statements: | |
| Exhibit A-1 Financial statements of XERS, Inc. for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-2 Financial statements of Cadence Network Inc. for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-3 Consolidated financial statements of Planergy International Inc. and subsidiaries for the three and six months ended June 30, 2003 - filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-4 Financial statements of e prime Energy Marketing Inc. for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-5 Financial statements of e prime Florida Inc. for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-6 Financial statements of Texas-Ohio Pipeline Inc. for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-7 Consolidated financial statements of James River Cogeneration Co. and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-8 Consolidated financial statements of NRG Power Marketing Inc. and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-9 Consolidated financial statements of NRG PacGen Inc. and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-10 Consolidated financial statements of NRG Cadillac Inc. and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-11 Consolidated financial statements of O’Brien Cogeneration Inc. II and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-12 Consolidated financial statements of NEO Corporation and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-13 Consolidated financial statements of NRG Thermal Corporation and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). |
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Item 6. — FINANCIAL STATEMENTS AND EXHIBITS (continued)
| Exhibit A-14 Consolidated financial statements of NRG Capital LLC and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-15 Confidential financial statements of Utility Engineering Corporation and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-16 Financial statements of Quixx Linden, LP for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-17 Consolidated financial statements of e prime Inc. and subsidiaries for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). | ||
| Exhibit A-18 Financial statements of Johnstown Cogeneration Company LLC for the three and six months ended June 30, 2003 — filed under confidential treatment pursuant to Rule 104(b). |
16
SIGNATURE
The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
| Xcel Energy Inc. |
| /s/ Richard C. Kelly
Richard C. Kelly Vice President and Chief Financial Officer |
August 29, 2003
With the above signature, I also certify that the corresponding report on Form U-9C-3 for the second quarter of 2003 was filed with Xcel Energy Inc.’s interested state commissions whose names and addresses are listed below.
| Public Utilities Commission of the State of Colorado | South Dakota Public Utilities Commission | |
| 1580 Logan Street | 500 E. Capitol Ave. | |
| Denver, CO 80203 | Pierre, SD 57501 | |
| Public Service Commission of Wyoming | Public Service Commission of Wisconsin | |
| Hansen Building, Suite 300 | 610 North Whitney Way | |
| 2515 Warren Avenue | Madison, WI 53707 | |
| Cheyenne, WY 82002 | ||
| Public Utility Commission of Texas | Michigan Public Service Commission | |
| 1701 N. Congress Avenue | 6545 Mercantile Way, Suite 7 | |
| Austin, Texas 78711 | Lansing, MI 48911 | |
| New Mexico Public Regulation Commission | Arizona Corporation Commission | |
| 224 E. Palace Avenue | 1200 West Washington | |
| Santa Fe, NM 87503 | Phoenix, AZ 85007 | |
| Kansas Corporation Commission | ||
| 1500 SW Arrowhead Road | ||
| Topeka, KS 66604 | ||
| Oklahoma Corporation Commission | ||
| 2101 N. Lincoln Blvd., Suite 130 | ||
| Oklahoma City, OK 73105 | ||
| Minnesota Public Utilities Commission | ||
| 121 E. 7th Place, Suite 350 | ||
| St. Paul, MN 55101 | ||
| North Dakota Public Service Commission | ||
| 600 East Blvd | ||
| Bismarck, ND 58505 |
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