SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

In the Matter of    
    CERTIFICATE
Xcel Energy Inc.    
    OF
File No. 70-9635    
File No. 70-10275   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 (i) Xcel Energy's Form U-1 Application-Declaration in File No. 70-9635 and the order of the Securities and Exchange Commission (the "Commission") dated September 30, 2003 (HCAR No. 27731) (the "2003 Order") and (ii) Xcel Energy's Form U-1 Application- Declaration in File No. 70-10275 and the order of the Commission dated June 20, 2005 (HCAR No. 27985) (the "2005 Order"). The 2003 Order and the 2005 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 is being filed pursuant to each of the 2003 Order (See Part 1 below) and the 2005 Order (see Part 2 below) and reports transactions from April 1, 2005 through June 30, 2005 (the "Second Quarter").

PART 1    Reporting Requirements set forth in the 2003 Order (File No. 70-9635):

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 as of June 30, 2005:

Average consolidated retained earnings:   $ 416.9 million
Aggregate investment in all EWGs and FUCOs*:   $ 6.1 million
b.)
Following is a listing of Xcel Energy's aggregate investment in each EWG and FUCO:
 
  (in millions)

Investment in EWGs and FUCOs:      
US Power Fund *   $ 6.1 million
c.)
Xcel Energy's consolidated capitalization ratio* as of June 30, 2005:
Debt as a percentage of capitalization and total dollars in millions (including approximately $295.0 million of short-term debt)   57 % $ 7,013

Common stock equity as a percentage of capitalization

 

42

%

$

5,252
Preferred equity as a percentage of capitalization   1 % $ 105

 
  NSP-
Minnesota

  NSP-
Wisconsin

  PSCo
  SPS
 
Debt as a percentage of capitalization (including short-term debt)   50 % 45 % 46 % 53 %
Common stock equity as a percentage of capitalization   50 % 55 % 54 % 47 %
 
  NSP-
Minnesota

  NSP-
Wisconsin

  PSCo
  SPS
Debt (including short-term debt) in millions   $ 2,159   $ 345   $ 2,222   $ 892
Common stock equity in millions   $ 2,181   $ 427   $ 2,598   $ 778
d.)
Market-to-book ratio of Xcel Energy's common stock as of June 30, 2005:
Market-to-book ratio at June 30, 2005   1.50
e.)
New EWG projects in which Xcel Energy invested or committed to invest during the Second Quarter:
f.)
Growth in consolidated retained earnings for the six months ended June 30, 2005 (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   $ 0.2 *
Retained earnings growth from all other Xcel Energy subsidiaries (reflects dividend payments)     32.7  
   
 
Total increase in consolidated retained earnings for the six months ended June 30, 2005   $ 32.9  
   
 
g.)
Year-to-date revenues and net income of each EWG through June 30, 2005:

 
  Revenue
  Net income
 
 
  (in millions)

 
US Power Fund   $   * $ 0.2 **

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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.
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.
j.)
Xcel Energy long-term debt issued during the Second Quarter.
k.)
The names of the guarantors and of the beneficiaries of any Xcel Energy or Subsidiary Guarantee or other form of credit support issued or renewed during the Second Quarter, and the amount, term and purpose of the guarantee.

1.
The following guarantee was issued/renewed during the Second Quarter:

Guarantor

  Beneficiary
  Amount
  Matures
  Issued/Renewed
  Purpose
Xcel Energy   ZEC Corporation   $ 17,500,000   March 2, 2010   Issued   Guarantee Xcel Energy Wholesale Group Inc.'s indemnification obligations under the Stock Purchase Agreement, dated March 2, 2005, for the sale of Utility Engineering Corporation
l.)
The amount and terms of any Short-term Debt issued by Xcel Energy during the Second Quarter.
m.)
The amount and terms of any financings consummated by any Utility Subsidiary that are not exempt under Rule 52.

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n.)
A list of the deposits and withdrawals by each Utility Subsidiary from the Utility Money Pool during the Second Quarter.
o.)
The amount and terms of any financings consummated by any Non-utility Subsidiary during the Second Quarter that are not exempt under Rule 52.
p.)
The amount and terms of any financings consummated by any Utility Subsidiary during the Second Quarter under the exemption provided under Rule 52.
Utility Subsidiary

  Amount
  Avg. Rate
 
PSCo   $ 6,000,000   5.98 %
SPS   $ 35,000,000   3.75 %
NSP-MN   $ 220,000,000   4.24 %

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q.)
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.
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, 2005, the following such inter-company notes were outstanding with an average interest rate of 3.88%:

Lender

  Borrower

  Amount
Outstanding

Xcel Energy   Xcel Energy Services Inc.   $ 29,300,000
NCE Communications, Inc.   Xcel Energy Communications Group, Inc.   $ 2,895,000
e prime Energy Marketing, Inc.   Xcel Energy Retail Holdings, Inc. ("Xcel Retail")   $ 11,850,000
Xcel Retail   Xcel Energy Cadence   $ 1,065,000
Xcel Retail   The Planergy Group   $ 18,049,027
XERS Inc.   Xcel Retail   $ 7,400,000
Reddy Kilowatt   Xcel Retail   $ 900,000
Xcel Energy Products and Services, Inc.   Xcel Retail   $ 2,480,000
Xcel Energy Markets Holdings, Inc.   e prime, Inc.   $ 3,200,000
Xcel Energy   Xcel Energy Markets Holdings, Inc.   $ 6,610,000
Xcel Energy   Xcel Energy Ventures, Inc.   $ 35,650,000
Xcel Energy Ventures, Inc.   Eloigne   $ 34,530,000
Xcel Retail   Xcel Energy Performance Contracting, Inc.   $ 800,000
Xcel Energy   Clearwater Investments   $ 700,000
Xcel Energy Communications Group, Inc.   Seren Innovations, Inc.   $ 1,800,000
Xcel Energy   Xcel Energy Communications Group, Inc.   $ 825,000
Xcel Energy   1480 Welton   $ 9,100,000
Xcel Energy   United Power & Land   $ 3,700,000
Xcel Energy   Xcel Energy WYCO   $ 317,000
Xcel Energy Wholesale   Quixx   $ 1,885,000
r.)
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.

Notional Amount

  Type
  Rate
  Trade
Date

  Effective Date
  Expiration
Date

  Counterparty
$ 25,000,000   Pay Fix Forward Starting Swap   4.9175 % 04/13/05   09/30/05   09/30/15   Bank of Tokyo Mitsubishi
s.)
The name, parent company and amount invested in any new Intermediate Subsidiary or Financing Subsidiary during the Second Quarter.
t.)
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.

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Xcel Energy   1-3034
Public Service Company of Colorado   001-03280
Southwestern Public Service Company   001-03789
Northern States Power Company (Minnesota)   000-31387
Northern States Power Company (Wisconsin)   001-03140

        The following balance sheets as of June 30, 2005 were filed under confidential treatment pursuant to Rule 104(b):

Exhibit 1   Xcel Energy Services Inc.
Exhibit 2   Xcel Energy Communications Group, Inc.
Exhibit 3   NCE Communications, Inc.
Exhibit 4   Xcel Energy Retail Holdings, Inc.
Exhibit 5   Xcel Energy Cadence
Exhibit 6   The Planergy Group
Exhibit 7   Xcel Energy Wholesale Group, Inc.
Exhibit 8   Xcel Energy Markets Holdings, Inc.
Exhibit 9   e prime, Inc.
Exhibit 10   Quixx Corporation
Exhibit 11   Xcel Energy Ventures Inc.
Exhibit 12   Reddy Kilowatt
Exhibit 13   Xcel Energy Products and Services, Inc.
Exhibit 14   P.S.R. Investments, Inc.
Exhibit 15   e prime Energy Marketing, Inc.
Exhibit 16   XERS Inc.
Exhibit 17   United Power & Land
Exhibit 18   Eloigne
Exhibit 19   Xcel Energy Performance Contracting Inc.
Exhibit 20   Clearwater Investments
Exhibit 21   1480 Welton
Exhibit 22   Seren Innovations, Inc.
Exhibit 23   Xcel Energy WYCO Inc.
u.)
Registration Statements filed during the Second Quarter.

PART 2    Reporting Requirements set forth in the 2005 Order (File No. 70-10275):

1.)
Sales of Common Stock or Equity-linked Securities by Xcel Energy during the quarter, including the purchase price per share and the market price per share at the date of the agreement of sale, as well as the aggregate amount issued by Xcel Energy during the Authorization Period of each type of securities.

2.)
The total number of shares of Xcel Energy common stock issued during the quarter under any of Xcel Energy's Plans, including (i) Xcel Energy's direct stock purchase and dividend reinvestment plan, (ii) Xcel Energy's executive compensation plan, (iii) any other employee and/or director benefit plan and (iv) any similar plans hereinafter adopted, including information to identify if such shares were issued pursuant to the authorization in this proceeding or otherwise; and the

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3.)
In the event Xcel Energy common stock has been transferred to a seller of securities of a company being acquired, the number of shares so issued, the value per share and whether the shares are restricted in the hands of the acquiror.
4.)
If a guarantee or other form of credit support is issued during the quarter pursuant to the authorization requested in this proceeding, the name of the guarantor, the name of the beneficiary of the guarantee and the amount, terms and purpose of the guarantee.
5.)
The amount and terms of any indebtedness issued by Xcel Energy during the quarter, and a chart showing the total amount of Long-term Debt and Short-term Debt outstanding for Xcel Energy versus the total amount of Long term Debt and Short-term Debt authorized for Xcel Energy in this proceeding.
 
  Short-Term Debt*
  Long-Term Debt*
 
  (in thousands)

Amount Authorized in 2005 Order   $ 1,000,000   $ 1,800,000
Amount Outstanding as of 6/30/2005   $ 295,000   $ 0
Amount available   $ 705,000   $ 1,000,000
6.)
With respect to each participant in the Utility Money Pool, the maximum borrowings from and loans to the money pool during the quarter, as well as the outstanding balances on the last day of the quarter and the interest rate applied to such borrowings and loans.
7.)
The amount and terms of any financings consummated by any Non-Utility Subsidiary during the quarter which financings are not exempt under Rule 52, showing also, separately, the total amount of non-exempt securities issued by Non-Utility Subsidiaries during the Authorization Period.

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8.)
The amount and terms of any financings consummated by any Utility Subsidiary during the quarter pursuant to the exemption provided under Rule 52.
9.)
The amount and terms of any financings consummated by any Non-Utility Subsidiary during the quarter pursuant to the exemption provided under Rule 52.
10.)
The notional amount and principal terms of any Hedging Transaction or Anticipatory Hedge entered into during the quarter by Xcel Energy or any Utility Subsidiary and the identity of the parties to such instruments, showing also the outstanding notional amount of Hedging Transactions and Anticipatory Hedges previously reported under this item.
11.)
The name and parent company of any Finance Subsidiary created during the quarter; the amount invested in any Finance Subsidiary during the quarter and the amount and terms of any securities issued by any Finance Subsidiary during the quarter, showing separately the amount of all securities issued by such Finance Subsidiaries during the Authorization Period.
12.)
The name, parent company and amount invested in any new Intermediate Subsidiary during the quarter; as well as the reason for such investment and the assets or securities held by each Intermediate Subsidiary.
13.)
With respect to any Development Activities or Administrative Activities conducted by Xcel Energy or any of its Subsidiaries during the quarter, the nature of such activities, the dollar amount expended, the purpose of the expenditure and the investment; showing separately the aggregate amount of such development costs expended by Xcel Energy and its Subsidiaries during the Authorization Period.
14.)
With respect to any dividends paid by any Non-Utility Subsidiary out of capital or unearned surplus during the quarter, the date and amount of such dividends paid, to whom such dividends are paid and the circumstances that gave rise to the need to make such payment out of capital or unearned surplus.
15.)
With respect to any internal reorganization of any Subsidiaries during the quarter, a description of the nature of such reorganization.
16.)
If any Subsidiaries are Variable Interest Entities ("VIEs") as that term is used in FASB Interpretation 46R, Consolidation of Variable Interest Entities, provide a description of any financing transactions conducted during the reporting period that were used to fund such VIEs.
17.)
If any financial proceeds are used for VIEs, a description of the accounting for such transaction under FASB Interpretation 46R.

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18.)
The consolidated balance sheet of Xcel Energy as of the end of the quarter, and separate balance sheets as of the end of the quarter for each company that has engaged in jurisdictional financing transactions during the quarter.
19.)
A table showing, as of the end of the quarter, the dollar and percentage components of the capital structures of Xcel Energy, on a consolidated basis, and each Utility Subsidiary.
20.)
A retained earnings analysis of Xcel Energy, on a consolidated basis, and of each Utility Subsidiary detailing gross earnings, goodwill amortization, dividends paid out of each capital account and the resulting capital account balances at the end of each quarter.

 
  Xcel Energy
  NSP-Minnesota
  NSP-Wisconsin
  PSCO
  SPS
 
 
  (in thousands)

 
Balance at Dec. 31, 2004   $ 396,641   $ 983,940   $ 275,092   $ 392,746   $ 370,430  
Net income     204,884     71,360     12,803     112,795     31,605  
Dividends to parent           (107,640 )   (23,026 )       (41,327 )
Dividends declared:                                
  Preferred stock     (2,120 )                
  Common stock     (169,887 )                
Balance at June 30, 2005   $ 429,518   $ 947,660   $ 264,869   $ 505,541   $ 360,708  
21.)
Future registration statements filed under the 1933 Act with respect to securities that are the subject of the Application will be filed (or incorporated by reference) as exhibits to the next certificate filed pursuant to Rule 24.

        I, George E. Tyson II, 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/  
GEORGE E. TYSON II      
George E. Tyson II
Vice President and Treasurer

Dated: August 25, 2005

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