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 January 1,
2002 through March 31, 2002 (the "First 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: $ 2,506.6 million
Aggregate investment in all EWGs and FUCOs*: $ 1,247.3 million

* The balance includes $1,081.9 million of Xcel Energy's entire
investment in NRG Energy, Inc., not just EWGs and FUCOs. The NRG
Energy, Inc. investment includes a $300 million investment made during
the first quarter of 2002. The NRG Energy, Inc. investment does not
include a $300 million commitment made in the second quarter of 2002 or
the exchange offer to acquire the remaining publicly held outstanding
common stock of NRG (approximately 51 million shares) for 0.50 shares
of Xcel Energy common stock. The exchange offer is subject to SEC
approval. The value of the investment pursuant to the exchange offer
will be determined based on the market price of Xcel Energy stock at
the time of closing.

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

Investment in EWGs:
NRG Energy, Inc.* $1,081.9
Independent Power International 5.7
Xcel Energy Argentina Inc. 115.3
Denver City Energy Associates, L.P. 7.5
----------
1,210.4
Investment in FUCOs 36.9
-----------
$ 1,247.3
===========

* 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 MARCH 31, 2002:

Debt as a percentage of capitalization 65%
(including approximately $2,182.7 million of short-term debt)

Common stock equity as a percentage of capitalization* 32%

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

* Common stock equity includes par value, premium, retained earnings,
shares held by ESOP, accumulated other comprehensive income and $652
million of minority interest.

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

Market-to-book ratio at March 31, 2002 1.40

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

In March 2002, Xcel Energy commenced an exchange offer under which Xcel
Energy would acquire all of the publicly held outstanding common stock
of NRG. Xcel Energy currently owns 74 percent of NRG's outstanding
common stock and class A common stock, representing 97 percent of the
total voting power of such stock. Under the offer terms, each of NRG's
public stockholders would receive 0.50 of a share of Xcel Energy common
stock in a tax-free exchange for each outstanding share of NRG common
stock they hold.

Completion of the offer is conditioned on NRG's public shareholders
tendering enough shares so that, when taken together with the shares of
common stock that Xcel Energy would hold upon conversion of its Class A
shares, Xcel Energy would own at least 90 percent of NRG's common
stock. Xcel Energy must also receive approval of the SEC under the
Public Utility Holding Company Act. At a meeting on May 29, 2002, the
Securities and Exchange Commission approved the offer, subject to
receipt of an updated fairness opinion.

In February 2002, NRG issued to Xcel Energy a $300-million subordinated
convertible note. Xcel Energy, at its option, may cause NRG to convert
the note into an aggregate number of shares of NRG's common stock equal
to the sum of the then outstanding principal amount of the note and all
accrued but unpaid interest divided by the price per share on the date
specified in the notice to convert. Xcel Energy will cancel this debt
if the exchange offer is completed, thereby effectively making a
capital contribution to NRG. If the exchange offer is not completed,
Xcel Energy intends to convert the note into NRG common stock.

Also during the first quarter of 2002, Xcel Energy, through Xcel Energy
Argentina Inc., contributed an additional $3.2 million to Corporacion
Independiente de Energia S. A., a wholly-owned subsidiary of Xcel
Energy Argentina, to provide financing to pay off outstanding debt and
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 $ 10.4
Retained earnings growth from all other Xcel Energy subsidiaries
(reflects dividend payments) (46.7)
--------------
Total increase in consolidated retained earnings for the quarter
ended March 31, 2002 $ (36.3)
==============

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

Revenue Net income
------- ----------
(in millions)

NRG Energy, Inc. $ 320.1 $ 10.4
Independent Power International - -
Xcel Energy Argentina Inc. 9.7 (0.6)
Denver City Energy Associates, L.P. 11.8 1.0

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 sold 20,000,000 shares of common stock at $22.50 to the
public on February 28, 2002. In addition to the 20,000,000 shares,
another 3,000,000 shares were purchased by the underwriters at a price
of $22.50. The market price per share on the date of sale was $23.65.

I.) THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED DURING THE FIRST
QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY
SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS.

Xcel Energy issued 758,425 shares under its dividend reinvestment plan
and 627,417 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 FIRST QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE.

1. The following guarantees were issued/revised during the
First Quarter:

Increased
Original Decreased
Guarantor Beneficiary Amount Amount New Amount Matures Purpose
-------------------- -------------------- --------------- --------------- --------------- -------------- -------------------------

Xcel Energy e prime, Inc. $ 2,000,000 N/A N/A 01/31/03 Gas Trading
Xcel Energy e prime, Inc. $ 5,000,000 $ 5,000,000 $ 10,000,000 10/11/02 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 2,000,000 $ 16,000,000 $ 18,000,000 Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 5,000,000 N/A N/A 09/30/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 500,000 $ 1,500,000 $ 2,000,000 12/31/02 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 1,500,000 N/A N/A Continuing Gas Trading/Financial
Xcel Energy e prime, Inc. $ 1,000,000 N/A N/A 01/31/03 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 3,000,000 N/A N/A 02/28/03 Gas Trading
Xcel Energy e prime, Inc. $ 1,000,000 N/A N/A 02/28/03 Gas Trading
Xcel Energy e prime, Inc. $ 4,000,000 N/A N/A 03/31/03 Gas Trading
Xcel Energy e prime, Inc. $ 2,000,000 N/A N/A 05/31/03 Gas Trading
Xcel Energy e prime, Inc. $ 10,000,000 $ 5,000,000 $ 15,000,000 10/11/02 Gas Trading/Financial
Xcel Energy e prime, Inc. $ 15,000,000 N/A N/A Continuing Financial
Xcel Energy e prime, Inc. $ 5,000,000 $10,000,000 $ 15,000,000 07/31/03 Gas Trading/Transport
Xcel Energy e prime, Inc. $ 50,000 $ 1,800,000 $ 1,850,000 05/02/02 Gas Trading/Transport
Xcel Energy e prime, Inc. $ 250,000 $ 250,000 $ 500,000 Continuing Gas Trading/Transport
Electric/Gas
Xcel Energy XERS Inc. $ 10,000,000 N/A N/A Continuing Trading/Financial
Xcel Energy XERS Inc. $ 500,000 N/A N/A Continuing Scheduling Agreement
Xcel Energy XERS Inc. $ 58,000 N/A N/A Continuing Debt Service
e prime Energy Electric/Gas
Xcel Energy Marketing, Inc. $ 1,500,000 $ 1,500,000 $ 3,000,000 10/31/02 Trading/Financial
NRG Energy, NRG Power
Inc. Marketing, Inc. $ 10,000,000 N/A N/A 10/31/02 Electric Agreements
NRG Energy, NRG Power
Inc. Marketing, Inc. $ 300,000 N/A N/A 10/31/02 Electric Agreements
NRG Energy, NRG Power Electric/ Gas
Inc. Marketing, Inc. $ 10,000,000 N/A N/A 11/30/02 Agreements

NRG Energy, NRG Power Electric/Gas
Inc. Marketing, Inc. $ 3,000,000 N/A N/A 11/30/02 Agreements/Financial
NRG Energy, NRG Power
Inc. Marketing, Inc. $ 1,500,000 N/A N/A 12/31/02 Electric Agreements
NRG Energy, NRG Power
Inc. Marketing, Inc. $ 200,000 N/A N/A 11/30/02 Transmission
NRG Energy, NRG Power
Inc. Marketing, Inc. $ 1,000,000 N/A N/A 12/31/02 Gas Agreements
NRG Energy, NRG Power Transportation
Inc. Marketing, Inc. $ 1,000,000 N/A N/A 10/31/02 Agreements
NRG Northeast
Generating LLC NRG Power
("NRG NE") Marketing, Inc. $ 3,200,000 N/A N/A 12/31/02 Supply of Coal
NRG Power Derivative
NRG NE Marketing, Inc. $ 15,000,000 N/A N/A 10/31/02 transactions
NRG Power
NRG NE Marketing, Inc. $ 7,000,000 N/A N/A Continuing Electric Agreements
NRG Power
NRG NE Marketing, Inc. $ 3,000,000 N/A N/A 10/31/02 Coal
NRG Power Transportation
NRG NE Marketing, Inc. $ 3,000,000 N/A N/A 12/31/02 Agreements
NRG Power Derivative
NRG NE Marketing, Inc. $ 5,000,000 N/A N/A 12/31/02 transactions
NRG Power
NRG NE Marketing, Inc. $ 3,000,000 N/A N/A 10/31/02 Supply of Coal
NRG South Central
Generating LLC NRG Power
("NRG SC") Marketing, Inc. $ 5,000,000 N/A N/A 11/01/02 Electric Agreements
NRG Power
NRG SC Marketing, Inc. $ 2,000,000 N/A N/A 11/30/02 Electric Agreements
NRG Power
NRG SC Marketing, Inc. $ 2,000,000 N/A N/A 11/30/02 Electric Agreements
NRG Power
NRG SC Marketing, Inc. $ 3,000,000 N/A N/A 11/30/02 Gas Agreements

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

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

Xcel Energy e prime, Inc. 01/01/02 01/01/03 $ 300,000 Gas and Power Trading
Xcel Energy e prime, Inc. 01/30/02 02/28/03 $ 3,000,000 Gas Trading

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

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

Xcel Energy Nations Bank Renewed $ 1,000,000 03/25/03
Xcel Energy Utility Engineering Corp Board of Directors Renewed $ 833,333 01/19/03
Seren Innovations, Inc. City of St. Cloud Renewed $ 20,000 01/20/03
Seren Innovations, Inc. City of Sartell Renewed $ 5,000 03/01/03
Seren Innovations, Inc. City of Waite Park Renewed $ 5,000 02/20/03
Seren Innovations, Inc. City of Sauk Rapids Renewed $ 5,000 02/05/03
NRG Energy, Inc. Atlantic City Electric Company Issued $ 21,500,000 02/19/03
NRG Energy, Inc. Yankee Gas Services Company Issued $ 4,000,000 01/31/03
NRG Energy, Inc. City of Woodland Issued $ 250,000 03/27/03
NRG Energy, Inc. National Australia Bank Issued $ 4,219,200 03/31/03
NRG Energy, Inc. LMC, AMI, AMMI, API, NATL Issued $ 1,100,000 01/31/03
NRG Energy, Inc. MISO Issued $ 300,000 01/31/03
NRG Energy, Inc. BP Canada Marketing Corp Renewed $ 10,000,000 04/09/02
NRG Energy, Inc. MN Pollution Control Agency Renewed $ 2,850,000 07/01/03
NRG Energy, Inc. Lumberman's Underwriting Renewed $ 1,240,000 02/15/03
NRG Energy, Inc. New England Power Renewed $ 404,173 01/31/03
NRG Energy, Inc. Commonwealth Edison Corp Renewed $ 5,500,000 10/15/02

4. Xcel Energy guaranteed an additional $4,995,209 of surety
bonds in the First 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 FIRST QUARTER.
Xcel Energy borrows and repays short-term debt on an on-going basis. As
of March 31, 2002, Xcel Energy had $241,903,000 in short-term debt
outstanding at an average cost of 2.53%.

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 March 31,
2002, Cheyenne had $23,500,000 in short-term debt outstanding at an
average cost of 2.62%.

On an on-going basis Black Mountain Gas Company borrows and repays
short-term debt to Xcel Energy. As of March 31, 2002, Black Mountain
Gas Company had $3,307,967 in short-term debt outstanding at an average
cost of 2.62%.

M.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE FIRST 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 March 31, 2002, the following such
inter-company notes were outstanding with an average interest
rate of 2.62%:

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

Xcel Energy Xcel Energy WYCO Inc. $ 1,994,000
Xcel Energy Xcel Energy Services Inc. $ 20,175,000
Xcel Energy Xcel Energy International Inc. $ 29,727,691
Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 23,912,006
NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 2,534,000
Xcel Energy Xcel Energy Retail Holdings, Inc. ("Xcel Retail") $ 17,732,000
Xcel Retail e prime Energy Marketing, Inc. $ 50,000
Xcel Retail Xcel Energy Cadence $ 825,500
Xcel Retail The Planergy Group $ 26,281,350
XERS Inc. Xcel Retail $ 1,843,000
Xcel Energy Centrus Xcel Retail $ 47,000
Utility Engineering Xcel Energy Wholesale Group, Inc. $ 72,000,000
Quixx Corporation Utility Engineering $ 45,900,000
Xcel Energy Xcel Energy Wholesale Group, Inc. $ 78,410,000
Utility Engineering Applied Power Associates, Inc. $ 225,000
Utility Engineering Proto-Power Corporation $ 1,150,000
Utility Engineering Universal Utility Services $ 750,000
Utility Engineering Precision Resource Company $ 775,000
Viking Gas Transmission
Company Xcel Energy Markets Holdings, Inc. $ 9,675,000
Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 153,000
Reddy Kilowatt Xcel Energy Retail Holdings $ 2,000,000
Xcel Energy Retail Propane Xcel Energy Retail Holdings $ 6,440,714
e prime, inc. Xcel Energy Markets Holdings, Inc. $ 4,380,000

N.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY
SUBSIDIARY DURING THE FIRST 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 March 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) $518,425,000 2.59%
Southwestern Public Service Company (SPS) $ 0 -
Northern States Power-Minnesota (NSP-MN) $375,859,000 2.44%
Northern States Power-Wisconsin $ 8,800,000 2.44%

Utility Subsidiaries Letters of Credit Issued/Renewed

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

NSP-MN Pathfinder Renewed $ 750,000 03/15/02
NSP-MN City of Maple Grove Renewed $ 10,000 03/15/02
SPS Southwest Power Pool Issued $ 75,000 01/01/03

PSCo
As of March 31, 2002, PSCo had short-term borrowings outstanding from
its subsidiary P.S.R. Investments, Inc. of $8,717,000 at an average
rate of 2.69%.

Northern States Power-Minnesota (NSP-MN)
As of March 31, 2002, Northern States Power-Minnesota (NSP-MN) had
short-term borrowings outstanding from its subsidiary First Midwest
Auto Park of $1,300,000 at an average rate of 2.54% and from its
subsidiary United Power & Land of $1,500,000 at an average rate of
2.54%.

SPS
On February 19, 2001, SPS renewed its credit agreement with several
banks until February 18, 2003. With this renewal, the size of the
credit agreement was reduced from $300 million to $250 million. The
interest rate per annum under the agreement is the Prime Rate or the
Eurodollar Rate plus a spread of 0.625%. The credit agreement is
primarily used as a backup line of credit to support SPS's commercial
paper program that is used to fund general corporate needs.

O.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY
SUBSIDIARY DURING THE FIRST 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 March 31, 2002
was 3.456%. There was $980,000,000 outstanding on March 31,
2002. This line of credit replaced NRG Energy, Inc.'s
$500,000,000 line of credit that terminated March 8, 2002.

2.) On January 11, 2002, Commonwealth Atlantic entered into a term
loan facility for $123,000,000. The rate is 3.6588% and the
termination date is December 31, 2012. At the end of March 2002,
there was $76,797,262 outstanding. In addition, Commonwealth
Atlantic entered into a working capital facility for $2,000,000.
The termination date is December 31, 2012.

3.) On March 28, 2002, NRG South Central Generating LLC renewed a
$40,000,000 revolving credit agreement with Bank of Tokyo,
Mitsubishi. The expiration date of the renewed facility is June
28, 2002. The borrowings under this facility are at the LIBOR
rate.

4.) In February 2002, NRG Energy, Inc. issued a $300 million
subordinated convertible note to Xcel Energy to evidence a loan
from Xcel Energy to NRG Energy, Inc. in the amount of $300
million. The note bears interest at a per annum rate equal to
the 30-day LIBOR plus 0.90%.

P.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR
ANTICIPATORY HEDGE ENTERED INTO DURING THE FIRST 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
------------------------- ---------------------- ------------- --------------- ----------------------------

$10,389,852 7.600% 12/07/92 10/01/07 Credit Lyonnais
$28,521,916 5.680% 02/05/01 10/01/07 Bank of Montreal
$31,169,556 7.600% 12/07/92 10/01/07 TD

Additionally, NRG Energy, Inc. reports changes to the following
interest rate hedges:

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

$100,000,000 6 mo LIBOR + 1.14% 01/15/02 07/15/06 Bank of America

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

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

S.) REGISTRATION STATEMENTS FILED DURING THE FIRST QUARTER
The following registration statements were filed:
Form S-3 file number 333-82352 filed February 7, 2002 by Xcel Energy

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: May 30, 2002