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 October 1, 2001 through December 31, 2001 (the "Fourth 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: $ 2,467.1 million Aggregate investment in all EWGs and FUCOs*: $ 928.9 million * The balance includes $781.9 million of Xcel Energy's entire investment in NRG Energy, Inc., not just EWGs and FUCOs. b.) FOLLOWING IS A LISTING OF XCEL ENERGY'S AGGREGATE INVESTMENT IN EACH EWG: (in millions) Investment in EWGs: NRG Energy, Inc.* $ 781.9 Independent Power International 5.0 Xcel Energy Argentina Inc. 97.6 Denver City Energy Associates, L.P. 7.5 -------- 892.0 Investment in FUCOs 36.9 -------- $ 928.9 ======== * 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 DECEMBER 31, 2001: Debt as a percentage of capitalization 66.9% (including approximately $2,225 million of short-term debt) Common stock equity as a percentage of capitalization* 30.4% Preferred equity as a percentage of capitalization 2.7% (including mandatorily redeemable preferred securities) * Common stock equity includes par value, premium, retained earnings, shares held by ESOP, accumulated other comprehensive income and $655 million of minority interest. d.) MARKET-TO-BOOK RATIO OF XCEL ENERGY'S COMMON STOCK AS OF DECEMBER 31, 2001: Market-to-book ratio at December 31, 2001 1.55 e.) NEW EWG PROJECTS IN WHICH XCEL ENERGY INVESTED OR COMMITTED TO INVEST DURING THE FOURTH QUARTER: During the fourth quarter of 2001, Xcel Energy, through Xcel Energy Argentina Inc., contributed an additional $20.9 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 $ 424.3 Retained earnings growth from all other Xcel Energy subsidiaries (reflects dividend payments) (150.1) ------------ Total increase in consolidated retained earnings for the year ended December 31, 2001 $ 274.2 =========== 2 g.) YEAR-TO-DATE REVENUES AND NET INCOME OF EACH EWG THROUGH DECEMBER 31, 2001: Revenue Net income (in millions) ------- ---------- NRG Energy, Inc. $ 1,724.8 $ 426.9 Independent Power International 22.8 (2.0) Xcel Energy Argentina Inc. 35.9 (3.2) Denver City Energy Associates, L.P. 31.8 2.7 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 sold (other than through dividend reinvestment or benefit plans as described below). i.) THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUED DURING THE FOURTH QUARTER UNDER XCEL ENERGY'S DIVIDEND REINVESTMENT PLAN AND XCEL ENERGY SYSTEM EMPLOYEE BENEFIT AND EXECUTIVE COMPENSATION PLANS. Xcel Energy issued 668,746 shares under its dividend reinvestment plan and 217,194 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 FOURTH QUARTER, AND THE AMOUNT, TERM AND PURPOSE OF THE GUARANTEE. 1. The following guarantees were issued during the Fourth Quarter: Guarantor Beneficiary Amount Matures Purpose --------------------- ----------------------------- --------------- ------------- ----------------------- Xcel Energy e prime, inc. $ 420,000 04/30/02 Gas Trading Xcel Energy e prime, inc. $ 4,000,000 06/30/02 Gas Trading Xcel Energy e prime, inc. $ 1,000,000 10/31/02 Gas Trading Xcel Energy e prime, inc. $ 700,000 10/31/02 Gas Trading Xcel Energy e prime, inc. $ 1,000,000 10/30/02 Gas Trading Xcel Energy e prime, inc. $ 100,000 09/30/02 Gas Trading Xcel Energy e prime, inc. $ 1,400,000 09/30/02 Gas Trading Xcel Energy e prime, inc. $ 1,500,000 11/30/02 Gas Trading Xcel Energy e prime, inc. $ 5,000,000 12/31/02 Gas Trading Xcel Energy e prime, inc. $ 1,250,000 12/31/02 Gas Trading Xcel Energy e prime, inc. $ 5,000,000 Continuing Gas Trading Xcel Energy e prime, inc. $ 5,000,000 11/30/02 Gas Trading Xcel Energy e prime, inc. $ 1,500,000 12/31/02 Gas Trading Xcel Energy e prime, inc. $ 300,000 11/30/03 Gas Trading Xcel Energy XERS Inc. $ 17,000,000 Continuing Agreement Obligations Xcel Energy XERS Inc. $ 8,100 12/31/02 Payment Obligations 3 Guarantor Beneficiary Amount Matures Purpose --------------------- ----------------------------- --------------- ------------- ---------------------------- e prime Energy Marketing, Xcel Energy Inc. $ 1,500,000 10/31/02 Electric/Gas Trading Viking Gas Transmission Xcel Energy Company $ 60,000,000 03/2003 Payment on notes Energy Masters Energy Conservation Xcel Energy International, Inc. $ 2,583,652 11/01/18 Projects Southwestern Public Service Letter of Credit Xcel Energy Company $ 75,000 01/01/03 Obligations NRG Northeast Generating LLC ("NRG NE") NRG Power Marketing, Inc. $ 5,000,000 10/31/02 Electric Power Agreements NRG NE NRG Power Marketing, Inc. $ 1,000,000 10/31/02 Electric, gas, physical NRG NE NRG Power Marketing, Inc. $ 4,000,000 11/30/02 Electric, gas, financial NRG NE NRG Power Marketing, Inc. $ 10,000,000 11/30/02 Electric, gas, financial NRG NE NRG Power Marketing, Inc. $ 9,000,000 12/31/02 Electric power/ derivatives NRG NE NRG Power Marketing, Inc. $ 1,500,000 11/30/02 Derivative transactions NRG NE NRG Power Marketing, Inc. $ 15,000,000 12/31/02 Derivative transactions NRG South Central Generating LLC Electric and Gas ("NRG SC") NRG Power Marketing, Inc. $ 10,000,000 10/31/02 Agreements NRG SC NRG Power Marketing, Inc. $ 1,000,000 12/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 1,000,000 10/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 15,000,000 Continuing Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 1,200,000 10/31/02 Transportation Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 20,000,000 10/12/02 Electric/Gas Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 10,000,000 12/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 12,000,000 12/31/02 Derivative transactions NRG Energy, Inc. NRG Power Marketing, Inc. $ 5,000,000 10/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 15,000,000 12/01/02 Gas Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 1,500,000 11/01/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 4,000,000 11/30/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 4,000,000 11/30/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 500,000 11/30/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 8,000,000 12/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 2,000,000 12/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 250,000 12/19/02 Scheduling Agreement NRG Energy, Inc. NRG Power Marketing, Inc. $ 3,000,000 12/31/02 Electric Agreements NRG Energy, Inc. NRG Power Marketing, Inc. $ 2,000,000 12/31/02 Gas/Derivatives NRG Energy, Inc. Bourbonnais LLC $ 15,000,000 12/31/03 Turbine Purchases NRG Energy, Inc. Brazos Valley Energy LP $ 7,300,000 Continuing Interconnection Agreement NRG Energy, Inc. Brazos Valley Energy LP $ 300,000 Continuing Interconnection Agreement NRG Energy, Inc. NRG Ilion LP $ 12,847,853 03/25/04 Lease Amounts 4 Guarantor Beneficiary Amount Matures Purpose --------------------- ----------------------------- --------------- ------------- ---------------------------- NRG Energy, Inc. NRG McClain LLC $ 6,600,000 12/31/05 Debt Service NRG Mid-Atlantic Generating NRG Energy, Inc. LLC $ 5,000,000 01/01/06 Debt Service NRG Energy, Inc. Meriden Gas Turbine LLC $ 9,157,500 03/30/02 Plant Construction 2. The following letters of credit were issued/renewed during the Fourth Quarter: Issued/ Expiration Issuing Entity Beneficiary Renewed Amount Date --------------------- ------------------------------------------ ----------- -------------- -------------- Xcel Energy Bank of N.T. Butterfield and Son, Limited Issued $13,315,500 10/29/02 Seren Innovations, Inc. City of Walnut Creek Renewed $ 50,000 10/22/02 NRG Energy, Inc. Dakota County - Rosemount Issued $ 15,000 12/31/02 NRG Energy, Inc. Dakota County - Eagan Issued $ 15,000 12/31/02 NRG Energy, Inc. MN Pollution Control Agency Issued $ 2,640,000 07/01/02 NRG Energy, Inc. Pacific Gas & Transmission Renewed $ 3,992,087 11/01/02 NRG Energy, Inc. Hudson United Renewed $ 1,891,395 12/31/02 NRG Energy, Inc. Hudson United Renewed $15,159,561 12/31/02 NRG Energy, Inc. Dakota County Renewed $ 30,000 12/31/02 NRG Energy, Inc. City of Lakeville Renewed $ 25,000 12/31/02 NRG Power Marketing, Inc. Southern Company Services Renewed $ 100,000 10/31/02 NRG Energy, Inc. Credit Suisse Renewed $ 9,140,725 11/30/02 3. Xcel Energy guaranteed an additional $25,008,454 of surety bonds in the Fourth 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 FOURTH QUARTER. On November 9, 2001, Xcel Energy renewed its $400 million 364-day credit agreement with several banks until November 8, 2002. The interest rate for direct borrowings under the 364-day facility is the Eurodollar Rate plus a spread of .32% if the aggregate amount of borrowings and letters of credit under the 364-day facility and Xcel Energy's $400 million five-year facility, entered into on November 10, 2000, is less than 33 1/3% of the total amount of the two facilities and .42% if aggregate borrowings under the facilities is greater than $267 million. Proceeds from the facility are used for general corporate purposes, primarily for supporting commercial paper borrowings. Xcel Energy borrows and repays short-term debt on an on-going basis. As of December 31, 2001, Xcel Energy had $446,550,000 in short-term debt outstanding at an average cost of 2.72%. 5 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 December 31, 2001, Cheyenne had $26,210,000 in short-term debt outstanding at an average cost of 2.84%. On an on-going basis Black Mountain Gas Company borrows and repays short-term debt to Xcel Energy. As of December 31, 2001, Black Mountain Gas Company had $3,307,967 in short-term debt outstanding at an average cost of 2.84%. m.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY SUBSIDIARY DURING THE FOURTH 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 December 31, 2001, the following such inter-company notes were outstanding with an average interest rate of 2.84%: Amount Lender Borrower Outstanding --------------------------------- ------------------------------------------------- ------------------ Xcel Energy Xcel Energy WYCO Inc. $ 1,975,000 Xcel Energy Xcel Energy Services Inc. $ 10,265,000 Xcel Energy Xcel Energy International Inc. $ 26,213,691 Xcel Energy International Inc. Xcel Energy Argentina Inc. $ 20,853,000 NCE Communications, Inc. Xcel Energy Communications Group, Inc. $ 2,519,000 Xcel Energy Xcel Energy Retail Holdings, Inc. ("Xcel $ 22,002,000 Retail") Xcel Retail e prime Energy Marketing, Inc. $ 3,825,000 Xcel Retail Xcel Energy Cadence $ 825,500 Xcel Retail The Planergy Group $ 21,031,350 Xcel Retail XERS Inc. $ 2,215,000 Xcel Energy Centrus Xcel Retail $ 47,000 Utility Engineering Xcel Energy Wholesale Group, Inc. $ 69,000,000 Quixx Corporation Utility Engineering $ 45,300,000 Xcel Energy Xcel Energy Wholesale Group, Inc. $ 78,940,000 Utility Engineering Applied Power Associates, Inc. $ 800,000 Utility Engineering Proto-Power Corporation $ 1,150,000 Utility Engineering Universal Utility Services $ 1,750,000 Utility Engineering Precision Resource Company $ 775,000 Xcel Energy Xcel Energy Markets Holdings, Inc. $ 17,395,000 Xcel Energy Markets Holdings, Inc. e prime, inc. $ 22,900,000 Viking Gas Transmission Company Xcel Energy Markets Holdings, Inc. $ 5,475,000 Texas-Ohio Pipeline, Inc. Xcel Energy Ventures Inc. $ 154,000 6 n.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY UTILITY SUBSIDIARY DURING THE FOURTH 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 December 31, 2001, the Utility Subsidiaries listed below had outstanding short-term debt as follows: Utility Subsidiary Amount Avg. Rate ------------------------------------------------ --------------- ------------ Public Service Company of Colorado (PSCo) $562,812,000 2.66% Southwestern Public Service Company (SPS) $ 0 -- Northern States Power-Minnesota (NSP-MN) $381,184,000 2.50% Northern States Power-Wisconsin $ 34,300,000 2.50% Utility Subsidiaries Letters of Credit Issued/Renewed Issued/ Expiration Issuing Entity Beneficiary Renewed Amount Date --------------- -------------------------------------------------- ----------- -------------- ------------ NSP-MN Riverside Renewed $ 375,000 04/13/03 NSP-MN Nuclear Regulatory Commission Renewed $ 750,000 02/01/03 NSP-MN Black Dog Ash Storage Renewed $ 324,000 02/01/03 NSP-MN Old Republic Insurance Renewed $ 200,000 01/31/03 NSP-MN Sherburne County Public Works Renewed $ 5,000 12/31/02 PSCo PJM Interconnection, L.L.C. Renewed $ 3,000,000 10/30/02 PSCo The New York Independent System Operator, Inc. Issued $ 2,000,000 06/28/02 SPS Southwest Power Pool Renewed $ 1,968,520 01/01/03 SPS Southwest Power Pool Issued $ 75,000 01/01/03 PSCo As of December 31, 2001, PSCo had short-term borrowings outstanding from its subsidiary P.S.R. Investments, Inc. of $6,283,000 at an average rate of 2.76%. SPS In October 2001, SPS sold $500,000,000 principal amount of its 5.125% Series B Senior Notes due November 1, 2006. The Series B Senior Notes were sold under the following terms and conditions: Per Senior Note Price to Public 99.728% Underwriting Discount 00.600% Proceeds to SPS 99.128% 7 The net proceeds to SPS were used to repay short-term debt that was issued (1) to redeem and defease prior to maturity $405 million of SPS's first mortgage bonds in anticipation of restructuring related to deregulation in New Mexico and Texas, and (2) to fund capital expenditures for acquisition of utility property and for construction, extension and improvement of its utility facilities and service. o.) THE AMOUNT AND TERMS OF ANY FINANCINGS CONSUMMATED BY ANY NON-UTILITY SUBSIDIARY DURING THE FOURTH QUARTER UNDER THE EXEMPTION PROVIDED UNDER RULE 52. 1.) As of December 31, 2001, 1480 Welton, Inc. had short-term borrowings from Xcel Energy of $28,542,000 at an average rate of 2.62%. The proceeds from this intercompany borrowing were used to redeem prior to maturity 1480 Welton, Inc.'s 13.25% notes due 2016. 2.) In November 2001, NRG McClain LLC entered into a $181,000,000 term loan facility and an $8,000,000 working capital facility. The termination date for both facilities is November 30, 2006. As of December 31, 2001, $151,885,000 was drawn on the term loan facility and the working capital facility was fully drawn. The rate for both at December 31, 2001 was 3.43%. Proceeds were used to repay a credit facility that had provided funds for the acquisition of the McClain generating facility. p.) THE NOTIONAL AMOUNT AND PRINCIPAL TERMS OF ANY INTEREST RATE HEDGE OR ANTICIPATORY HEDGE ENTERED INTO DURING THE FOURTH 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 --------------------- ------------------------- ----------- ----------- ------------------------ $250,000,000 4.140% 10/01/02 12/31/02 ABN Amro $125,000,000 6 mo LIBOR + 2.495% 11/20/01 02/01/06 Salomon Smith Barney $100,000,000 6 mo LIBOR +1.725% 12/14/01 06/01/09 Bank of America $200,000,000 6 mo LIBOR + 2.530% 11/07/01 06/01/09 Salomon Smith Barney $100,000,000 6 mo LIBOR + 1.14% 01/02/02 07/15/06 Bank of America $100,000,000 6 mo LIBOR + 1.14% 01/15/02 07/15/06 Salomon Smith Barney $100,000,000 6 mo LIBOR + 1.3575% 01/15/02 07/15/06 Bank of America $ 80,000,000 2.450% 01/04/02 12/31/02 West LB Additionally, NRG Energy, Inc. reports changes to the following interest rate hedges: Notional Effective Expiration Amount Swap Rate Date Date Counterparty ------------------ -------------------- ---------- ------------ ------------------ $19,569,834 7.520% 08/05/97 09/30/02 Heleba $49,989,000 6.710% 02/23/93 05/02/05 Credit Lyonnais q.) THE NAME, PARENT COMPANY AND AMOUNT INVESTED IN ANY NEW INTERMEDIATE SUBSIDIARY OR FINANCING SUBSIDIARY DURING THE FOURTH QUARTER. None. 8 r.) CONSOLIDATED BALANCE SHEETS AS OF THE END OF THE FOURTH QUARTER AND SEPARATE BALANCE SHEETS AS OF THE END OF THE FOURTH QUARTER FOR EACH COMPANY, INCLUDING XCEL ENERGY, THAT HAS ENGAGED IN FINANCING TRANSACTIONS DURING THE FOURTH 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 December 31, 2001 are incorporated by reference. Such balance sheets were filed with the respective company's Form 10-K for December 31, 2001. 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 December 31, 2001 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 9 Exhibit 23 Xcel Energy Ventures Inc. Exhibit 24 Energy Masters International, Inc. Exhibit 25 1480 Welton, Inc. 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 NRG Midatlantic Generating LLC Exhibit 33 Meriden Gas Turbine LLC Exhibit 34 Bourbannais LLC Exhibit 35 NRG Ilion LP Exhibit 36 NRG McClain LLC Exhibit 37 Brazos Valley Energy LP s.) REGISTRATION STATEMENTS FILED DURING THE FOURTH QUARTER The following registration statements were filed: Form S-3 file number 333-74996 filed December 12, 2001 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: March 29, 2002 10