[Federal Register Volume 70, Number 68 (Monday, April 11, 2005)]
[Notices]
[Pages 18434-18443]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-1662]



[[Page 18434]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27956]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

April 5, 2005.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by May 2, 2005, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After May 2, 2005, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Xcel Energy, Inc., et al. (70-10275)

    Xcel Energy, Inc., (``Xcel Energy''), a registered holding company; 
its public utility subsidiaries: Northern States Power Company, a 
Minnesota corporation (``NSP-M''); Northern States Power Company, a 
Wisconsin corporation (``NSP-W''); Public Service Company of Colorado 
(``PSCo''); and Southwestern Public Service Company (``SPS'', 
collectively, ``Utility Subsidiaries;'' and its nonutility subsidiaries 
(as defined below, collectively ``Subsidiaries'' \1\), all of 800 
Nicollet Mall, Minneapolis, MN 55402, have filed an application-
declaration, as amended (``Application'') under sections 6(a), 7, 9(a), 
10, 12(b), 12(c), 12(f), and 13(b) of the Act and rules 40, 42, 43, 45, 
46, 53, 54, 87 and 90 under the Act. Xcel Energy and its Subsidiaries 
are collectively referred to as ``Applicants,'' and all the current 
Subsidiaries of Xcel are shown on Exhibit K to the Application.
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    \1\ The term ``Subsidiaries'' shall also include any future 
direct or indirect nonutiltiy subsidiaries of Xcel Energy whose 
equity securities may be acquired in accordance with an order of the 
Commission or in accordance with an exemption under the Act or the 
Commission's rules under the Act.
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    Xcel Energy directly owns four utility subsidiaries that serve 
electric and/or natural gas customers in ten states. The service 
territories of these four subsidiaries, NSP-M, NSP-W, PSCo, and SPS, 
include portions of Colorado, Kansas, Michigan, Minnesota, New Mexico, 
North Dakota, Oklahoma, South Dakota, Texas, and Wisconsin.
    Xcel Energy also engages through its subsidiaries in various other 
energy-related and nonutility businesses (these subsidiaries, together 
with any future direct or indirect nonutility subsidiaries of Xcel 
Energy, are collectively referred to as the ``Nonutility 
Subsidiaries''). The principal Nonutility Subsidiaries that are 
directly or indirectly owned by Xcel Energy include: Utility 
Engineering Corp., a provider of engineering, design and construction 
management services; \2\ Seren Innovations, Inc., a provider of cable, 
telephone and high-speed internet access systems and an exempt 
telecommunications company under Section 34 of the Act (``ETC''); and 
Eloigne Company, an investor in projects that qualify for low-income 
housing tax credits.
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    \2\ On March 3, 2005, Xcel Energy announced that it had signed 
an agreement to sell the outstanding shares of Utility Engineering 
Corp. to Zachry Group, Inc. The sale does not, however, include 
Quixx Corp., which directly and/or indirectly owns and operates 
energy related projects, including qualifying facilities and exempt 
wholesale generators.
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Requested Authorization

A. Summary of Transactions

    By prior orders, the Applicants have been authorized to engage in 
various financing transactions through June 30, 2005. Applicants 
request authority to engage in the transactions set forth below during 
the period from the effective date of the order issued in this filing 
through the period ending June 30, 2008 (``Authorization Period''). 
This authority would replace and supersede all of Applicants current 
financing authorization under the prior orders. In particular:

    (i) Xcel Energy requests authorization to issue and sell, from 
time to time during the Authorization Period, (i) in addition to any 
separate authority requested herein relating to direct stock 
purchase plans, dividend reinvestment plans, incentive compensation 
and other benefit plans, Common Stock (as defined below), unsecured 
long-term indebtedness (``Long-term Debt''), equity linked 
securities, including units consisting of a combination of options, 
warrants and/or forward equity purchase contracts with debt or 
preferred securities (``Equity linked Securities''), directly or 
indirectly through Finance Subsidiaries (as defined below), and 
preferred securities, including trust preferred securities and 
monthly income preferred securities (``Preferred Securities''), 
directly or indirectly through Finance Subsidiaries, provided that 
the aggregate proceeds of Common Stock issued during the 
Authorization Period and principal amount or redemption or 
liquidation value of Long-term Debt, Equity linked Securities and 
Preferred Securities issued and outstanding at any time during the 
Authorization Period does not exceed $1.8 billion (the ``Equity/
Long-term Debt Limit'') and (ii) unsecured short-term indebtedness 
having maturities of 364 days or less at the date of issue (``Short-
term Debt'') in an aggregate principal amount at any time 
outstanding not to exceed $1.0 billion (the ``Short-term Debt 
Limit''); provided further that the aggregate amount of proceeds of 
Common Stock, principal amount or redemption or liquidation value of 
Long-term Debt, Equity linked Securities and Preferred Securities 
issued and outstanding and aggregate principal amount of Short-term 
Debt issued and outstanding pursuant to this authorization shall not 
exceed $2 billion (the ``External Financing Limit'');
    (ii) Applicants request authority for Xcel Energy and its 
Subsidiaries to (a) acquire the equity securities of one or more 
special-purpose subsidiaries (``Finance Subsidiaries''), organized 
solely to facilitate financing, and (b) to guarantee the securities 
issued by Finance Subsidiaries, to the extent not exempt pursuant to 
Rule 45(b) and Rule 52, as described below;
    (iii) Applicants request authorization for the continuance of 
the Utility Money Pool, as described below;
    (iv) Xcel Energy and its Subsidiaries request authority to enter 
into hedging transactions with respect to debt securities of Xcel 
Energy and its Subsidiaries in order to manage and mitigate interest 
rate risk and to enter into hedging transactions with respect to 
proposed issuances of debt securities by Xcel Energy and its 
Subsidiaries in order to lock-in current interest rates and/or 
manage exposure to interest rate risk (``Anticipatory Hedges'');
    (v) Applicants request authorization for Xcel Energy to enter 
into guarantees, obtain letters of credit, enter into expense 
agreements or otherwise provide credit support (``Guarantees'') with 
respect to the obligations of Utility Subsidiaries, the Utility 
Subsidiaries to enter into Guarantees with respect to the 
obligations of their respective Subsidiaries, and Xcel Energy and 
the Nonutility Subsidiaries to enter into Guarantees with respect to 
the obligations of Nonutility Subsidiaries; provided that the 
aggregate principal amount of Guarantees shall not exceed $1.0 
billion outstanding at any one time;
    (vi) Xcel Energy and the Nonutility Subsidiaries request 
authorization for Xcel to make intercompany loans to its Nonutility

[[Page 18435]]

Subsidiaries and for the Nonutility Subsidiaries to make 
intercompany loans to other Nonutility Subsidiaries in an aggregate 
principal amount outstanding at any one time not to exceed $400 
million;
    (vii) Xcel Energy requests authorization to engage, directly or 
through Subsidiaries, in preliminary development activities 
(``Development Activities'') and administrative and management 
activities (``Administrative Activities''), in each case related to 
Xcel Energy's permitted nonutility investments, provided that the 
aggregate amount of such development costs at any time shall not 
exceed $300 million;
    (viii) Xcel Energy requests authorization to acquire directly or 
though Subsidiaries the securities of one or more corporations, 
trusts, partnerships, limited liability companies or other entities 
(``Intermediate Subsidiaries'') to facilitate the acquisition, 
holding and/or financing of nonutility investments;
    (ix) Applicants request authorization to undertake internal 
reorganizations of then existing and permitted Nonutility 
Subsidiaries and businesses;
    (x) Applicants request authorization to make changes to the 
capital structure of Xcel Energy's wholly-owned Subsidiaries;
    (xi) Xcel Energy requests authorization to issue up to 35 
million shares of Xcel Energy common stock under Xcel Energy's 
direct stock purchase and dividend reinvestment plans, certain 
incentive compensation plans and certain other benefit plans;
    (xii) Applicants request authorization for any Nonutility 
Subsidiary to pay dividends out of capital and unearned surplus, as 
described below;
    (xiii) Xcel Energy and its Subsidiaries each request 
authorization to acquire, redeem or retire its own securities and 
those of its respective subsidiaries; and
    (xiv) Xcel Energy and its Subsidiaries request authorization to 
invest in money market funds and repurchase agreements, as described 
below.

B. Parameters for Financing Authorization

    The following general terms would be applicable, as appropriate, to 
the financing transactions requested to be authorized in the 
Application:
    (1) Common Equity Ratio. Xcel Energy and the Utility Subsidiaries 
state that at all times during the Authorization Period, Xcel Energy 
and each of the Utility Subsidiaries would maintain common equity (as 
reflected in the most recent Form 10-K and Form 10-Q filed with the 
Commission, as adjusted to reflect changes in capitalization since the 
applicable balance sheet) of at least 30% of its consolidated 
capitalization, provided that Xcel Energy would in any event be 
authorized to issue common stock (including without limitation pursuant 
to a direct stock purchase or dividend reinvestment plan or incentive 
compensation or other benefit plan) to the extent authorized in this 
Application. The term ``consolidated capitalization'' is defined to 
include, where applicable, all common stock equity (comprised of common 
stock, additional paid in capital, retained earnings, accumulated other 
comprehensive income or loss, and/or treasury stock), minority 
interest, preferred stock, preferred securities, equity linked 
securities, long-term debt, short-term debt and current maturities. 
Applicants request that the Commission reserve jurisdiction over the 
issuance of securities and the engaging in other authorized 
transactions when the common equity ratio component of Xcel Energy's 
and/or any one or more the Utility Subsidiaries' capitalization is 
below 30%.
    (2) Investment Grade Ratings. Applicants represent that they would 
not issue any guarantees or other securities, other than securities 
issued for the purpose of funding money pool operations or intercompany 
loans to Nonutility Subsidiaries and common stock, unless: (i) The 
securities, if rated, are rated at least investment grade, (ii) all 
outstanding securities of the issuer that are rated, are rated 
investment grade, and (iii) all securities of Xcel Energy that are 
rated, are rated investment grade. For purposes of this provision, a 
security would be deemed to be rated investment grade if it is rated 
investment grade by at least one nationally recognized statistical 
rating organization, as defined in rule 15c3-1(c)(2)(vi)(F) under the 
Securities Exchange Act of 1934, as amended (``Securities Exchange 
Act''). Applicants further request that the Commission reserve 
jurisdiction over the issuance of any securities that are rated below 
investment grade and over the issuance of any guarantees or other 
securities at any time that any of the investment grade conditions set 
forth above are not satisfied.
    (3) Effective Cost of Money on Financings. The effective cost of 
capital for long-term debt, short-term debt, preferred securities and 
the debt component of equity linked securities would not exceed 
competitive market rates available at the time of issuance for 
securities having the same or reasonably similar terms and conditions 
issued by similar companies of reasonably comparable credit quality; 
provided that in no event would the effective cost of capital on (i) 
any long-term debt securities exceed 500 basis points over comparable 
term U.S. Treasury securities (``Treasury Security''); or (ii) any 
short-term debt securities exceed 300 basis points over the comparable 
term London Interbank Offered Rate (``LIBOR''). The dividend and 
distribution rate on any series of preferred securities or equity 
linked securities would not exceed at the time of issuance 700 basis 
points over a Treasury Security. For variable rate instruments the 
maximum allowable cost of capital would change from time as the 
applicable index changes. Applicants request that the Commission 
reserve jurisdiction over the issuance of securities at market rates 
that exceed the maximum allowable cost of capital specified above.
    (4) Maturity. The final maturity of any long-term debt securities 
would not exceed 50 years. Preferred stock or preferred or equity 
linked securities (other than perpetual preferred stock) would be 
redeemed no later than 50 years after issuance.
    (5) Issuance Expenses. The underwriting fees and commissions paid 
in connection with the non-competitive issue, sale or distribution of 
securities pursuant to this Application would not exceed the greater of 
(i) 5% of the principal or total amount of the securities being issued 
or (ii) issuance expenses that are paid at the time in respect of the 
issuance of securities having the same or reasonably similar terms and 
conditions issued by similar companies of reasonably comparable credit 
quality.
    (6) Use of Proceeds. The proceeds from the sale of securities in 
external financing transactions would be used for general corporate 
purposes including (i) the financing, in whole or in part, of the 
capital expenditures of the Xcel Energy system, (ii) the financing of 
working capital requirements of the Xcel Energy system, (iii) the 
acquisition, retirement or redemption of securities previously issued 
by Xcel Energy or its Subsidiaries pursuant to Rule 42 or as otherwise 
authorized by the Commission, and (iv) direct or indirect investment in 
companies (including exempt wholesale generators (``EWGs'') or foreign 
utility companies (``FUCOs'')) authorized under the Act or any rule 
promulgated under the Act or authorized by the Commission in this 
proceeding or a separate proceeding, and (v) other lawful purposes. The 
Applicants commit that no financing proceeds would be used to acquire a 
new subsidiary unless the acquisition is consummated in accordance with 
an order of the Commission or an available exemption under the Act. In 
addition, any use of proceeds to make investments in any ``energy-
related company,'' as defined in Rule 58 under the Act, would be 
subject to the investment limitation of the rule, and any use of 
proceeds to make investments in any EWG or FUCO would be subject to the 
investment

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limitation and other conditions set forth in Rule 53 or as authorized 
by Commission order, as applicable.
    (7) Authorization Period. No security would be issued pursuant to 
the authority sought under this filing after the last day of the 
Authorization Period; provided, however, that securities issuable or 
deliverable upon exercise or conversion of, or in exchange for, 
securities which were issued during the Authorization Period, may be 
issued or delivered after that date.

C. Description of Specific Types of Financing

    (1) Common Stock, Long-Term Debt, Equity linked Securities and 
Preferred Securities. (a) Common Stock. Xcel Energy may issue and sell 
its common stock, or options, warrants or other purchase rights 
exercisable for common stock, or contracts to purchase common stock 
(collectively, ``Common Stock''). Common Stock includes contracts 
obligating holders to purchase from Xcel Energy and/or Xcel Energy to 
sell to holders a number of shares specified directly or by formula at 
an aggregate offering price either fixed at the time the contracts are 
issued or determined by reference to a specific formula set forth in 
the contract. All Common Stock sales would be at rates or prices and 
under conditions negotiated or based upon, or otherwise determined by, 
competitive capital markets.
    Specifically, Xcel Energy may issue and sell its Common Stock 
through underwriters or dealers, through agents, or directly to a 
limited number of purchasers or a single purchaser. If underwriters are 
used in the sale of Common Stock, the securities would be acquired by 
the underwriters for their own account and may be resold from time to 
time in one or more transactions, including negotiated transactions, at 
a fixed public offering price or at varying prices determined at the 
time of sale. Common Stock may be offered to the public either through 
underwriting syndicates (which may be represented by a managing 
underwriter or underwriters designated by Xcel Energy) or directly by 
one or more underwriters acting alone. Common Stock may also be sold 
directly by Xcel Energy or through agents designated by Xcel Energy 
from time to time. If Common Stock is being sold in an underwritten 
offering, Xcel Energy may grant the underwriters thereof a ``green 
shoe'' option permitting the purchase from Xcel Energy at the same 
price additional shares then being offered solely for the purpose of 
covering over-allotments.
    Xcel Energy may also issue Common Stock in public or privately-
negotiated transactions as consideration for the securities or assets 
of other companies, provided that the acquisition of the securities or 
assets has been authorized in a separate proceeding or is exempt under 
the Act or the rules under the Act (e.g., Rule 58). For purposes of 
calculating compliance with the financing limit above, Xcel Energy's 
Common Stock issued in any such transaction would be valued at market 
value based upon the negotiated agreement between the buyer and the 
seller.
    Securities issued upon the exercise of options, warrants or other 
purchase rights would be counted against the financing limit at the 
time of issuance of the options, warrants or other purchase rights, 
based upon the strike price established at issuance for the exercise of 
the options, warrants or purchase rights. The exercise of these 
options, warrants or other purchase rights would be authorized pursuant 
to the Commission's order in this matter, even if the exercise occurs 
beyond the Authorization Period.
    (b) Preferred Securities. Xcel Energy also seeks authorization to 
issue and sell, directly or indirectly through Finance Subsidiaries, 
Preferred Securities in one or more series. Preferred Securities or 
securities convertible into Preferred Securities of any series (i) 
would have a specified par or stated value or liquidation value per 
security, (ii) would carry a right to periodic cash dividends and/or 
other distributions, subject, among other things, to funds being 
legally available, (iii) may be subject to optional and/or mandatory 
redemption, in whole or in part, at par or at various premiums above 
the par or stated liquidation value of the securities, (iv) may be 
convertible or exchangeable into Common Stock of Xcel Energy, Preferred 
Securities or unsecured debt that Xcel Energy is otherwise authorized 
to issue by Commission order directly or indirectly through Finance 
Subsidiaries, and (v) may bear such further rights, including voting, 
preemptive or other rights, and other terms and conditions, as set 
forth in the applicable certificate of designation, purchase agreement 
and/or similar instruments governing the issuance and sale of such 
series of Preferred Securities. The issuance of securities upon 
conversion of Preferred Securities, to the extent that no additional 
financing proceeds are realized, shall not be counted against the 
financing limit.
    Preferred Securities may be issued in private or public 
transactions. With respect to private transactions, Preferred 
Securities of any series may be issued and sold directly to one or more 
purchasers in privately negotiated transactions or to one or more 
investment banking or underwriting firms or other entities who will 
resell the Preferred Securities without registration under the 
Securities Act of 1933, as amended (the ``Securities Act'') in reliance 
upon one or more applicable exemptions from registration. From time to 
time Xcel Energy may also issue and sell Preferred Securities of one or 
more series to the public either (i) through underwriters selected by 
negotiation or competitive bidding or (ii) through selling agents 
acting either as agent or as principal for resale to the public either 
directly or through dealers.
    The liquidation preference, dividend or distribution rates, 
redemption provisions, voting rights, conversion or exchange rights, 
and other terms and conditions of a particular series of Preferred 
Securities, as well as any associated placement, underwriting, 
structuring or selling agent fees, commissions and discounts, if any, 
would be established by negotiation or competitive bidding and 
reflected in the applicable certificate of designation, purchase 
agreement or underwriting agreement, and other relevant instruments 
setting forth the terms.
    (c) Long-term Debt and Equity linked Securities. Xcel Energy also 
seeks to have the flexibility to issue Long-term Debt and/or Equity 
linked Securities, directly or indirectly through one or more special-
purpose Finance Subsidiaries. The proceeds of the Long-term Debt and 
Equity linked Securities would enable Xcel Energy to replace Short-term 
Debt with more permanent capital and provide an important source of 
future financing for the operations of, and for investments in, the 
Utility Subsidiaries and/or nonutility businesses, the acquisition of 
which are exempt under the Act.
    Long-term Debt may (i) be convertible into any other securities of 
Xcel Energy approved by this Application, (ii) be subordinate to other 
indebtedness and/or obligations of Xcel Energy, (iii) be subject to 
optional and/or mandatory redemption, in whole or in part, at the 
option of Xcel Energy or of the holder, at par or at premiums above the 
principal amount thereof, (iv) be entitled to mandatory or optional 
sinking fund provisions, (v) provide for reset of the coupon pursuant 
to a remarketing arrangement, and (vi) be put by existing investors or 
called from existing investors by a third party and may contain 
features as may be appropriate under the circumstances and consistent 
with market practice at the time of issuance. Long-term Debt

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may also include long-term indebtedness under agreements with banks or 
other institutional lenders. Unused borrowing capacity under a credit 
facility would not count towards the limit on the Equity/Long-term Debt 
Limit or the External Financing Limit. Any Long-term Debt of Xcel 
Energy would be issued on an unsecured basis.
    The maturity dates, interest rates, redemption and sinking fund 
provisions and conversion features, if any, with respect to Long-term 
Debt of a particular series, as well as any associated placement, 
underwriting or selling agent fees, commissions and discounts, if any, 
would be established by negotiation or competitive bidding.
    The Equity linked Securities may be issued by Xcel Energy or by a 
Finance Subsidiary of Xcel Energy, in one or more series with the 
rights, preferences, and priorities as may be designated in the 
instrument creating each series, as determined by Xcel Energy's board 
of directors. Dividends or distributions on Equity linked Securities 
would be made periodically and to the extent funds are legally 
available for this purpose, but may be made subject to terms which 
allow the issuer to defer dividend payments for specified periods. 
Equity linked Securities may be exercisable or exchangeable for or 
convertible, either mandatorily or at the option of the holder, into 
Xcel Energy Common Stock or indebtedness or allow the holder to 
surrender to the issuer or apply the value of the security to the 
holder's obligation to make a payment on another security issued by 
Xcel Energy pursuant to authorization of the Commission. Any 
convertible or Equity linked Securities would be convertible into or 
linked to Common Stock, Preferred Securities or unsecured debt that 
Xcel Energy is otherwise authorized by Commission order to issue 
directly or indirectly through Finance Subsidiaries on behalf of Xcel 
Energy. The conversion of Equity linked or Preferred Securities and the 
subsequent issuance of other securities as a direct result of the 
conversion (or the performance of these forward purchase contracts), to 
the extent that no additional financing proceeds are realized, shall 
not be counted against the financing limit.
    (d) Short-term Debt. Xcel Energy proposes to issue and sell from 
time to time Short-term Debt, on an unsecured basis, in an aggregate 
principal amount at any time outstanding not to exceed $1.0 billion 
(including the aggregate principal amount of Short-Term Debt issued and 
outstanding pursuant to the prior financing orders).
    Specifically, Xcel Energy may sell commercial paper, from time to 
time, in established domestic or European commercial paper markets. The 
commercial paper would typically be sold to dealers at the discount 
rate per annum prevailing at the date of issuance for commercial paper 
of comparable quality and maturities sold to commercial paper dealers 
generally. It is expected that the dealers acquiring commercial paper 
from Xcel Energy would reoffer the paper at a discount to corporate, 
institutional and, with respect to European commercial paper, 
individual investors. It is anticipated that Xcel Energy's commercial 
paper may be reoffered to investors such as commercial banks, insurance 
companies, pension funds, investment trusts, foundations, colleges and 
universities, finance companies and nonfinancial corporations. In 
connection with the sale of commercial paper, Xcel Energy may obtain 
lines of credit or letters of credit from one or more banks in support 
of these commercial paper obligations.
    Xcel Energy may establish lines of credit with banks, financial 
institutions and related entities. Loans under lines of credit 
authorized hereunder as Short-Term Debt would have maturities not more 
than 364 days from the date of each borrowing. Unused borrowing 
capacity under a credit facility would not count towards the limit on 
Short-term Debt or the External Financing Limit.
    Xcel Energy may also engage in other types of short-term financing 
generally available to borrowers with comparable credit ratings as it 
may deem appropriate in light of its needs and market conditions at the 
time of issuance.
    (2) Finance Subsidiaries. Xcel Energy and/or its Subsidiaries 
request authorization to acquire, directly the equity securities of one 
or more Finance Subsidiaries, which may be organized as corporations, 
trusts, partnerships or other entities, created specifically for the 
purpose of facilitating the financing of the authorized and exempt 
activities of (including exempt and authorized acquisitions by) Xcel 
Energy or a Subsidiary through the issuance of Long-term Debt, Equity 
linked Securities or Preferred Securities, and any other type of 
security authorized by rule or order, to third parties. A Finance 
Subsidiary may dividend (including dividends out of capital to the 
extent permitted below by other Nonutility Subsidiaries), loan or 
otherwise transfer the proceeds of the financings to its direct parent. 
In the event that a Finance Subsidiary loans the proceeds of the 
financing to its direct parent, such parent company may issue notes to 
evidence the borrowings. The terms of the notes (e.g. interest rates, 
maturity, amortization, prepayment terms, etc.) would be designed to 
parallel in all material respects the terms of the securities issued by 
the Finance Subsidiaries to which the notes relate.
    Xcel Energy or the Subsidiary may, if required, guarantee, provide 
support for or enter into expense agreements to the extent of the 
obligations of any Finance Subsidiary organized for its benefit. In 
cases where it is necessary or desirable to ensure legal separation for 
purposes of isolating the Finance Subsidiary from its parent for 
bankruptcy purposes, the rating agencies require that the parent 
provide financing related services to the Finance Subsidiary at a 
price, not to exceed a market price, consistent with similar services 
for parties with comparable credit quality and terms entered into by 
other companies so that a successor service provider could assume the 
duties of the parent or subsidiary in the event of the bankruptcy of 
the parent or subsidiary without interruption or an increase of fees. 
Therefore, Applicants seek approval under Section 13(b) of the Act and 
Rules 87 and 90 to provide the services described in this paragraph at 
a charge not to exceed a market price.
    The amount of any Long-term Debt, Equity linked Securities or 
Preferred Securities issued by any Finance Subsidiary for the benefit 
of Xcel Energy shall be counted against the aggregate Equity/Long-term 
Debt Limit requested above to the extent that Xcel Energy issues a note 
to a Finance Subsidiary or guarantees these securities; however, the 
securities (e.g., note and/or guarantee) issued by Xcel Energy in 
connection therewith would not separately be counted against the 
Equity/Long-term Debt Limit or the financing limit requested for 
Guarantees.
    (3) Utility Money Pool.
    In order to provide intrasystem financing to the Utility 
Subsidiaries, Applicants request authorization to continue to operate 
the Utility Money Pool. It is anticipated that the Utility Money Pool 
would include some or all of the Utility Subsidiaries as borrowers from 
and lenders to the pool. Xcel Energy would participate in the Utility 
Money Pool, but only as a lender to the pool. Xcel Energy Services Inc. 
(``Xcel Energy Services'') would act as the administrator of the 
Utility Money Pool. The Utility Subsidiaries request authorization to 
make unsecured short-term borrowings from the Utility Money Pool and to 
contribute surplus funds to the Utility Money Pool and to lend and 
extend credit to (and acquire promissory

[[Page 18438]]

notes from) one another through the Utility Money Pool. Xcel Energy 
requests authorization to contribute surplus funds and to lend and 
extend credit to the Utility Subsidiaries through the Utility Money 
Pool. No loans through the Utility Money Pool would be made to, and no 
borrowings through the Utility Money Pool would be made by, Xcel 
Energy.
    The objective of the implementation of a Utility Money Pool is to 
provide more flexible cash management among the Utility Subsidiaries, 
by making excess funds at one Utility Subsidiary available to other 
Utility Subsidiaries on a cost-effective basis. The Applicants believe 
that the cost of the proposed borrowings through the Utility Money Pool 
would generally be more favorable to the borrowing participants than 
the comparable cost of external short-term borrowings, and the yield to 
the participants contributing available funds to the Utility Money Pool 
would generally be higher than the typical yield on short-term 
investments.
    Under the proposed terms of the Utility Money Pool Agreement, a 
copy of which is attached as Exhibit J to the Application, short-term 
funds would be available from the following sources for short-term 
loans to each of the Utility Subsidiaries from time to time: (i) 
Surplus funds in the treasuries of Utility Money Pool participants, 
(ii) surplus funds in the treasury of Xcel Energy, and (iii) proceeds 
from bank borrowings by Utility Money Pool participants or the sale of 
commercial paper by the Utility Money Pool participants for loan to the 
Utility Money Pool (``External Funds''). The determination of whether a 
Utility Money Pool participant at any time has surplus funds to lend to 
the Utility Money Pool or shall borrow funds from the Utility Money 
Pool would be made by the participant's chief financial officer or 
treasurer, or by a designee thereof, on the basis of cash flow 
projections and other relevant factors, in the participant's sole 
discretion.
    Utility Money Pool participants that borrow would borrow pro rata 
from each company that lends, in the proportion that the total amount 
loaned by each lending company bears to the total amount then loaned 
through the Utility Money Pool. On any day when more than one fund 
source (e.g., surplus treasury funds of Xcel Energy and other Utility 
Money Pool participants (``Internal Funds'') and External Funds), with 
different rates of interest, is used to fund loans through the Utility 
Money Pool, each borrower would borrow pro rata from each fund source 
in the Utility Money Pool in the same proportion that the amount of 
funds provided by that fund source bears to the total amount of short-
term funds available to the Utility Money Pool.
    Borrowings from the Utility Money Pool would require authorization 
by the borrower's chief financial officer or treasurer, or by a 
designee thereof. No party would be required to effect a borrowing 
through the Utility Money Pool if it is determined that it could (and 
had authority to) effect a borrowing at lower cost directly from banks 
or through the sale of its own commercial paper.
    The cost of compensating balances, if any, and fees paid to banks 
to maintain credit lines and accounts by Utility Money Pool 
participants lending External Funds to the Utility Money Pool would 
initially be paid by the participant maintaining the line. A portion of 
the costs--or all of the costs in the event a Utility Money Pool 
participant establishes a line of credit solely for purposes of lending 
any External Funds obtained thereby into the Utility Money Pool--would 
be retroactively allocated every month to the companies borrowing the 
External Funds through the Utility Money Pool in proportion to their 
respective daily outstanding borrowings of External Funds.
    If only Internal Funds make up the funds available in the Utility 
Money Pool, the interest rate applicable and payable to or by the 
Utility Money Pool participants for all loans of Internal Funds 
outstanding on any day would be the rates for high-grade unsecured 30-
day commercial paper sold through dealers by major corporations as 
quoted in The Wall Street Journal on the last business day of the prior 
calendar month.
    If only External Funds comprise the funds available in the Utility 
Money Pool, the interest rate applicable to loans of External Funds 
would be equal to the lending company's cost for the External Funds 
(or, if more than one Utility Money Pool participant had made available 
External Funds on that day, the applicable interest rate would be a 
composite rate equal to the weighted average of the cost incurred by 
the respective Utility Money Pool participants for the External Funds).
    In cases where both Internal Funds and External Funds are 
concurrently borrowed through the Utility Money Pool, the rate 
applicable to all loans comprised of these ``blended'' funds would be a 
composite rate equal to the weighted average of (i) the cost of all 
Internal Funds contributed by Utility Money Pool participants (as 
determined pursuant to the second-preceding paragraph above) and (ii) 
the cost of all the External Funds (as determined pursuant to the 
immediately preceding paragraph above).
    Funds not required by the Utility Money Pool to make loans (with 
the exception of funds required to satisfy the Utility Money Pool's 
liquidity requirements) would ordinarily be invested in one or more 
short-term investments, including: (i) Interest-bearing accounts with 
banks; (ii) obligations issued or guaranteed by the U.S. government 
and/or its agencies and instrumentalities, including obligations under 
repurchase agreements; (iii) obligations issued or guaranteed by any 
state or political subdivision thereof, provided that these obligations 
are rated not less than ``A'' by a nationally recognized rating agency; 
(iv) commercial paper rated not less than ``A-1'' or ``P-1'' or their 
equivalent by a nationally recognized rating agency; (v) money market 
funds; (vi) bank certificates of deposit; (vii) Eurodollar funds; and 
(viii) other investments as are permitted by Section 9(c) of the Act 
and Rule 40.
    The interest income and investment income earned on loans and 
investments of surplus funds would be allocated among the participants 
in the Utility Money Pool in accordance with the proportion each 
participant's contribution of funds bears to the total amount of funds 
in the Utility Money Pool.
    Each Applicant receiving a loan through the Utility Money Pool 
would be required to repay the principal amount of the loan, together 
with all interest accrued thereon, on demand. All loans made through 
the Utility Money Pool may be prepaid by the borrower without premium 
or penalty.
    Operation of the Utility Money Pool, including record keeping and 
coordination of loans, would be handled by Xcel Energy Services under 
the authority of the appropriate officers of the participating 
companies. Xcel Energy Services would administer the Utility Money Pool 
on an ``at cost'' basis.
    Proceeds from the Utility Money Pool may be used by the Utility 
Subsidiary (i) for the interim financing of its construction and 
capital expenditure programs, (ii) for its working capital needs, (iii) 
for the repayment, redemption or refinancing of its debt and preferred 
stock, (iv) to meet unexpected contingencies, payment and timing 
differences and cash requirements, and (v) to otherwise finance its own 
business and for other lawful general corporate purposes. The Utility 
Subsidiaries request authority to

[[Page 18439]]

borrow up to an amount at any one time outstanding from the Utility 
Money Pool as set forth below:

------------------------------------------------------------------------
            Utility subsidiary                    Money pool limit
------------------------------------------------------------------------
NSP-M.....................................  $250 million.
NSP-W.....................................  $100 million.
PSCo......................................  $250 million.
SPS.......................................  $100 million.
------------------------------------------------------------------------

    (4) Hedging Transactions. (a) Hedging Transactions. The Applicants 
request authorization (i) for Xcel Energy to enter into hedging 
arrangements intended to reduce or manage the volatility of interest 
rate risks (``Hedging Transactions'') with respect to the indebtedness 
of Xcel Energy and its Subsidiaries and (ii) for each of Xcel Energy's 
Subsidiaries to enter into Hedging Transactions (to the extent not 
exempt under the Act) with respect to its own indebtedness, subject in 
each case to the limitations and restrictions described below.
    Hedging Transactions would involve the use of financial instruments 
and derivatives commonly used in capital markets to manage interest 
rate risk (``Hedging Instruments''), such as interest rate futures, 
swaps, caps, collars, floors, forward agreements and similar products. 
Hedging Transactions may also include structured notes (i.e., a debt 
instrument in which the principal and/or interest payments are 
indirectly linked to the value of an underlying asset or index), or 
transactions involving the purchase or sale, including short sales, of 
U.S. Treasury or agency (e.g., FNMA) obligations or LIBOR-based or 
credit spread related swap instruments. The transactions would be for 
fixed periods and stated notional amounts, which will not exceed the 
principal amount of the underlying security except to the extent 
necessary to adjust for differing price movements between the 
underlying and hedged securities or to allow the fees related to the 
transaction. Fees, commissions and other amounts payable to the 
counterparty or exchange (excluding, however, the swap or option 
payments) in connection with a Hedging Transaction would not exceed 
those generally obtainable in competitive markets for parties of 
comparable credit quality. Xcel Energy and its Subsidiaries would not 
engage in ``speculative transactions'' as that term is described in 
Statement of Financial Accounting Standards (``SFAS'') 133 
(``Accounting for Derivative Instruments and Hedging Activities''). 
Xcel Energy and its Subsidiaries may employ derivatives as a means of 
prudently managing the interest rate risk associated with any 
outstanding debt issued pursuant to Commission order in this proceeding 
or any other proceeding or pursuant to an applicable exemption. Hedging 
Transactions may be employed so as to, in effect, synthetically (i) 
convert variable rate debt to fixed rate debt, (ii) convert fixed rate 
debt to variable rate debt, and (iii) limit the impact of changes in 
interest rates resulting from variable rate debt.
    (b) Anticipatory Hedges. In addition, the Applicants request 
authorization for Xcel Energy to enter into Anticipatory Hedges with 
respect to anticipated offerings of debt of Xcel Energy or debt 
securities of its Subsidiaries and, to the extent not exempt under Rule 
52, for each of Xcel Energy's Subsidiaries to enter into Anticipatory 
Hedges (to the extent not exempt under the Act) with respect to its own 
anticipated debt issuances, subject to the limitations and restrictions 
described below. Anticipatory Hedges would be utilized to fix and/or 
limit the interest rate risk associated with any proposed issuance of 
debt securities through appropriate means, including (i) the forward 
sale of exchange-traded Hedging Instruments, (ii) the purchase of put 
options on Hedging Instruments, (iii) the purchase of put options, in 
combination with the sale of call options, on Hedging Instruments, (iv) 
some combination of the above and/or other derivative or cash 
transactions, including, but not limited to, structured notes, caps and 
collars, appropriate for the Anticipatory Hedges, and (v) other 
financial derivatives or other products including Treasury rate locks, 
swaps, forward starting swaps, and options on the foregoing.
    Hedging Transactions and Anticipatory Hedges may be (i) executed 
on-exchange (``On-Exchange Trades'') with brokers through the opening 
of futures and/or options positions traded on the Chicago Board of 
Trade, the Chicago Mercantile Exchange or similar exchange, (ii) the 
opening of over-the-counter positions with one or more counterparties 
whose senior debt ratings, or whose parent companies' senior debt 
ratings, are rated investment grade by at least one nationally 
recognized statistical rating organization as defined in rule 15c3-
1(c)(2)(vi)(F) under the Securities at the time that the Hedging 
Transaction is entered into (``Off-Exchange Trades''), or (iii) a 
combination of On-Exchange Trades and Off-Exchange Trades. The optimal 
structure of each Hedging Transaction and Anticipatory Hedge would be 
determined at the time of execution.
    Xcel Energy and its Subsidiaries would comply with Statement of 
Financial Accounting Standard (``SFAS'') 133 (Accounting for Derivative 
Instruments and Hedging Activities) and SFAS 138 (Accounting for 
Certain Derivative Instruments and Certain Hedging Activities) or other 
standards relating to accounting for derivative transactions as are 
adopted and implemented by the Financial Accounting Standards Board 
(``FASB''). The Applicants represent that each Hedging Transaction and 
each Anticipatory Hedge would qualify for hedge accounting treatment 
under the FASB standards in effect and as determined as of the date the 
Hedging Transaction or Anticipatory Hedge is entered into. The 
Applicants request that the Commission reserve jurisdiction over the 
entering into of any Hedging Transaction or Anticipatory Hedge that 
does not so qualify. The Applicants would also comply with any existing 
or future FASB financial disclosure requirements associated with 
hedging transactions
    (5) Intra-System Financings and Guarantees. The Applicants request 
authorization for (i) Xcel Energy to enter into Guarantees with respect 
to the obligations of Utility Subsidiaries as may be appropriate to 
enable the Utility Subsidiaries to carry on their respective 
businesses; (ii) the Utility Subsidiaries to enter into Guarantees with 
respect to the obligations of their Subsidiaries to enable the 
Subsidiaries to carry on their respective businesses; and (iii) Xcel 
Energy and the Nonutility Subsidiaries to enter into Guarantees with 
respect to the obligations of Nonutility Subsidiaries as may be 
appropriate to enable the Nonutility Subsidiaries to carry on their 
respective businesses; provided that the aggregate principal amount of 
Guarantees pursuant to this paragraph shall not exceed $1.0 billion 
outstanding at any one time during the Authorization Period. The $1.0 
billion excludes any Guarantees that are exempt pursuant to Rules 45(b) 
and 52. The authorization requested herein would permit issuances of 
Guarantees in situations where the exemptions provided by Rules 45(b) 
and 52 are not applicable. Any Guarantee outstanding at the end of the 
Authorization Period may remain outstanding until it expires or 
terminates in accordance with its terms.
    Xcel Energy or other guarantor may charge the Subsidiary whose 
obligations are guaranteed a fee for each Guarantee provided on behalf 
of the Subsidiary, provided that the fee does not exceed the cost of 
obtaining the liquidity necessary to perform the Guarantee (for 
example, bank line commitment fees or

[[Page 18440]]

letter of credit fees) for the period of time the Guarantee remains 
outstanding.
    Guarantees may, in some cases, be provided to support obligations 
that are not readily susceptible of exact quantification or that may be 
subject to varying quantification. In these cases, the exposure under 
the Guarantee for purposes of measuring compliance with the proposed 
limitation on guarantees would be determined by appropriate means, 
including estimation of exposure based on loss experience or projected 
potential payment amounts. If appropriate, the estimates would be made 
in accordance with generally accepted accounting principles. The 
estimation would be reevaluated on a periodic basis.
    The Applicants also request authorization for Xcel Energy to make 
intercompany loans to its Nonutility Subsidiaries and its Nonutility 
Subsidiaries to make intercompany loans to other Nonutility 
Subsidiaries in an aggregate principal amount outstanding at any one 
time during the Authorization Period not to exceed $400 million. The 
$400 million excludes any financings that are exempt pursuant to Rules 
45(b) and 52.
    Intra-system financing would provide funds for general corporate 
purposes, including working capital requirements, investments and 
capital expenditures. Xcel Energy or the lending Nonutility Subsidiary 
would determine, at its discretion, how much financing to give each 
borrowing Nonutility Subsidiary as its needs dictate during the 
Authorization Period.
    Generally, Xcel Energy or the lending Subsidiary's loans to, and 
purchase of capital stock from, the borrowing Subsidiaries would be 
exempt under Rule 52, and capital contributions and open account 
advances without interest would be exempt under Rule 45(b). The 
authorization requested herein would permit intra-system loans in 
situations where the exemptions provided by Rules 45(b) and 52 are not 
applicable.
    Xcel Energy provides loans to its Nonutility Subsidiaries (e.g., 
Eloigne Company and Utility Engineering Corp. and its subsidiaries) 
through their respective intermediate holding companies. Typically, 
these loans are made on an exempt basis pursuant to Rule 52. However, 
circumstances can arise from time to time where maturity dates of an 
intercompany loan would not parallel the terms of recently issued debt 
of the lending company, as required by Rule 52(b)(2).\3\ Thus, Xcel 
Energy seeks the authorization requested herein for Xcel Energy to make 
loans to its Nonutility Subsidiaries and for the Nonutility 
Subsidiaries to make loans to other Nonutility Subsidiaries on the 
terms described below.
---------------------------------------------------------------------------

    \3\ HCAR No. 25574, in which the Commission proposed amendments 
to Rule 52, provides that the lender's cost of capital may be tied 
to an appropriate index only in the event that the lender has not 
recently ussued debt securities. Xcel Energy has encountered 
situations, at a time when it has no short-term debt outstanding, in 
which it has issued long-term notes and, directly or indirectly, 
applied the proceeds to fund the working capital or other funding 
needs of its Nonutility Subsidiaries. In such case, the maturities 
would not match and the interest rate on the intercompany loan would 
be determined in the manner described below.
---------------------------------------------------------------------------

    In the case of loans by Xcel Energy or a Nonutility Subsidiary to a 
Nonutility Subsidiary, the company making the loan or extending credit 
may charge interest at the same effective rate of interest as the daily 
weighted average effective rate of commercial paper, revolving credit 
and/or other short-term borrowings of the lending company, including an 
allocated share of commitment fees and related expenses. If no 
borrowings are outstanding, then the interest rate shall be predicated 
on the Federal Funds' effective rate of interest as quoted daily by the 
Federal Reserve Bank of New York. In the limited circumstances where 
the Nonutility Subsidiary effecting the borrowing is not wholly-owned 
by Xcel Energy, directly or indirectly, authority is requested under 
the Act for Xcel Energy or a Nonutility Subsidiary to make the loans to 
these subsidiaries at interest rates and maturities designed to provide 
a return to the lending company of not less than its effective cost of 
capital. If loans are made to a Nonutility Subsidiary which is not 
wholly-owned, the Nonutility Subsidiary would not provide any services 
to any associate Subsidiary except a company which meets one of the 
conditions for rendering of services on a basis other than ``at cost,'' 
as previously authorized in Holding Company Act Release No. 27212 
(August 16, 2000).
    Funds for intercompany loans to Nonutility Subsidiaries will be 
derived from available funds of Xcel Energy and/or its Subsidiaries or 
from proceeds of exempt financings or financing authorized by the 
Commission elsewhere in this filing or in separate filings.
    (6) Development and Administrative Activities. In connection with 
future investments in EWGs, FUCOs, ETCs, and in subsidiaries permitted 
pursuant to Rule 58 (``Rule 58 Subsidiaries''), Xcel Energy requests 
authority to engage directly and through Subsidiaries in Development 
Activities and Administrative Activities associated with these 
investments. Development Activities and Administrative Activities 
include preliminary activities designed to result in a permitted 
nonutility investment such as an investment in an EWG or FUCO, ETC or a 
Rule 58 Subsidiary; provided however, the preliminary activities may 
not qualify for such status until the project is more fully developed. 
Accordingly, approval is sought for Xcel Energy and its Subsidiaries to 
engage in Development and Administrative Activities and for Xcel 
Energy, directly or indirectly, to acquire or form Subsidiaries to 
engage in these activities.
    Development Activities would include due diligence and design 
review; market studies; preliminary engineering; site inspection; 
preparation of bid proposals, including, in connection therewith, 
posting of bid bonds; application for required permits and/or 
regulatory approvals; acquisition of site options and options on other 
necessary rights; negotiation and execution of contractual commitments 
with owners of existing facilities, equipment vendors, construction 
firms, power purchasers, thermal ``hosts,'' fuel suppliers and other 
project contractors; negotiation of financing commitments with lenders 
and other third-party investors; and other preliminary activities as 
may be required in connection with the purchase, acquisition or 
construction of facilities or the securities of other companies. 
Development Activities would be undertaken with the intent and purpose 
to make a permitted nonutility investment; however, it is possible that 
all these endeavors would not be successful and the potential 
investment may never be completed.
    Administrative Activities would include ongoing personnel, 
accounting, engineering, legal, financial, and other support activities 
necessary to manage Xcel Energy's investments in nonutility 
subsidiaries.
    Xcel Energy proposes to expend, directly or through Subsidiaries, 
up to $300 million in the aggregate outstanding at any time during the 
Authorization Period on Development Activities. Amounts expended in the 
development of projects leading to an investment in a Nonutility 
Subsidiary authorized by the Act, applicable rule or by Commission 
order will not count against the limitation on expenditures for 
Development Activities. Further, to the extent a Subsidiary for which 
amounts were expended for Development Activities becomes an EWG, FUCO, 
ETC or Rule 58 Subsidiary, the amount so expended would then be 
considered as part of the

[[Page 18441]]

``aggregate investment'' in the entity. In the case of EWGs, FUCOs, ETC 
and Rule 58 Subsidiaries, the aggregate investment would then count 
against the limitation on aggregate investment under Rule 53 (as it may 
be modified by Commission order) or Rule 58, as applicable.
    (7) Intermediate Subsidiaries. Xcel Energy proposes to create and/
or acquire directly or indirectly the securities of one or more 
Intermediate Subsidiaries. Intermediate Subsidiaries may be 
corporations, trusts, partnerships, limited liability companies or 
other entities in which Xcel Energy, directly or indirectly, owns a 
100% interest, a majority equity interest, a minority equity interest 
or a debt position. Intermediate Subsidiaries would be organized 
exclusively for the purpose of acquiring and holding the securities of, 
or financing or facilitating Xcel Energy's investments in, other direct 
or indirect nonutility investments. Intermediate Subsidiaries may also 
engage in Development Activities and Administrative Activities.
    Investments in Intermediate Subsidiaries may take the form of any 
combination of the following: (i) Purchases of capital shares, 
partnership interests, member interests in limited liability companies, 
trust certificates or other forms of voting or non-voting equity 
interests; (ii) capital contributions; (iii) open account advances 
without interest; (iv) loans; and (v) guarantees issued, provided or 
arranged in respect of the securities or other obligations of any 
Intermediate Subsidiaries.
    Funds for any direct or indirect investment in any Intermediate 
Subsidiary would be derived from available funds of Xcel Energy and/or 
its Subsidiaries or from proceeds of exempt financings or financings 
authorized by the Commission elsewhere in this proceeding or in 
separate proceedings. No authority is sought under this heading for 
additional financing authority.
    To the extent that Xcel Energy provides funds directly or 
indirectly to an Intermediate Subsidiary which are used for the purpose 
of making an investment in any EWG or FUCO or a Rule 58 Subsidiary, the 
amount of these funds would be included in Xcel Energy's ``aggregate 
investment'' in these entities, as calculated in accordance with Rule 
53 or Rule 58, as applicable.\4\
---------------------------------------------------------------------------

    \4\ If the Intermediate Subsidiary is merely a conduit, the 
aggregate investment would not ``double count'' both the conduit 
investment and the investment in the operating company authorized as 
an EWG. FUCO, Rule 58 subsidiary or other approved investment.
---------------------------------------------------------------------------

    The authority requested for Intermediate Subsidiaries is intended 
to allow for the corporate structuring alternatives outlined herein and 
would not allow any increase in aggregate investment in EWGs, FUCOs, 
Rule 58 Subsidiaries, or any other business subject to an investment 
limitation under the Act.
    (8) Internal Reorganization of Existing Investments. Xcel Energy 
currently engages directly or through Nonutility Subsidiaries in 
certain nonutility businesses. The Applicants seek authorization to 
restructure the nonutility interests of the Xcel Energy system from 
time to time, without the need to apply for or receive prior Commission 
approval, on the condition that the reorganization would not result in 
the entry by the Subsidiaries into new lines of business that are not 
permissible on an exempt basis under the Act or by Commission rule. The 
restructurings may involve the creation of new, or the elimination of 
existing, Intermediate or Nonutility Subsidiaries, the consolidation of 
Nonutility Subsidiaries engaged in similar businesses, the spin-off of 
a portion of an existing business of a Nonutility Subsidiary to another 
Nonutility Subsidiary, the re-incorporation of an existing Nonutility 
Subsidiary in a different state, the transfer of authority from one 
Nonutility Subsidiary to another or other similar type arrangements.
    This authorization would permit Xcel Energy and its Subsidiaries to 
sell or otherwise transfer (i) assets or operations of Nonutility 
Subsidiaries, (ii) the securities of Nonutility Subsidiaries or (iii) 
Nonutility investments which do not involve a Subsidiary (i.e., less 
than 10% voting interest) to Xcel Energy or a different Subsidiary, 
and, to the extent approval is required, the Subsidiaries to acquire 
the assets or operations of nonutility businesses, Nonutility 
Subsidiaries or investment interests therein. Transfers of the 
securities or assets may also be effected by share exchanges, share 
distributions or dividends and/or contribution of the securities or 
assets to the receiving entity. Xcel Energy may also liquidate or merge 
Nonutility Subsidiaries.
    The internal transactions would be undertaken in order to eliminate 
corporate complexities, to combine related business segments for 
staffing and management purposes, to eliminate administrative costs, to 
achieve tax savings, or for other ordinary and appropriate business 
purposes.
    (9) Changes in Capital Structure of Wholly-Owned Subsidiaries. 
Applicants request authorization to change the terms of any wholly-
owned Subsidiary's authorized capitalization by an amount deemed 
appropriate by Xcel Energy or other intermediate parent company. The 
portion of an individual Subsidiary's aggregate financing to be 
effected through the sale of equity to Xcel Energy or other 
intermediate parent company pursuant to Rule 52 and/or an order issued 
in this file is unknown at this time. The proposed sale of capital 
securities (i.e., common stock, preferred stock or other equity 
interests) \5\ may in some cases exceed the then authorized capital of 
the Subsidiary. In addition, the Subsidiary may choose to use capital 
stock with no par value. The relief requested would provide necessary 
financing flexibility.
---------------------------------------------------------------------------

    \5\ For example, such other equity interests may include 
partnership interests in a partnership or membership interests in a 
limited liability company.
---------------------------------------------------------------------------

    The requested authorization is limited to Xcel Energy's wholly-
owned Subsidiaries and would not affect the aggregate limits or other 
conditions contained herein. A Subsidiary would be able to change its 
authorized capital, to change the par value, or change between par 
value and no-par stock, and to amend the certificate or articles of 
incorporation or other constituent document to effect these changes, 
without additional Commission approval. Additional terms that may be 
changed include dividend rates, conversion rates and dates, and 
expiration dates. Any such action by any Utility Subsidiary would be 
subject to and would only be taken upon the receipt of any necessary 
approvals by the applicable state commission or commissions with 
jurisdiction over the transaction. Applicants state that in event that 
proxy solicitations are necessary with respect to any change to a 
Subsidiary's corporate structure or internal corporate reorganizations, 
the applicable Subsidiary will seek the necessary Commission approval, 
under section 6(a)(2) and 12(e) of the Act, through the appropriate 
filing of a declaration.
    (10) Incentive Compensation and other Benefit Plans; Direct Stock 
Purchase and Dividend Reinvestment Plans. Xcel Energy seeks 
authorization to issue up to 35 million shares (the ``Share 
Limitation'') of common stock, and/or options, units or other 
derivative

[[Page 18442]]

securities \6\ through the Authorization Period under its direct stock 
purchase plan, dividend reinvestment plan, incentive compensation plans 
and other employee and/or director benefit plans, whether now in effect 
or implemented after the date hereof (collectively, the ``Plans'').\7\
---------------------------------------------------------------------------

    \6\ Such derivative securities could include, among other 
things, performance or phantom stock units.
    \7\ Under the Financing Orders, Xcel Energy has authorization to 
issue up to 30 million shares through June 30, 2007. As of September 
30, 2004, Xcel Energy has issued approximately 12.8 million shares, 
or options or settlement of restricted stock units or phantom stock 
units in respect thereof, pursuant to such authorization. The 
issuance of common stock upon the exercise of options issued prior 
to the date of an order in this proceeding is authorized by prior 
financing orders and would not count against the limit described in 
this section. As to any awards of common stock, options or 
settlement of restricted stock units or phantom stock units issued 
after the date of the order in this proceeding, this authorization 
would supersede and replace the existing authorization.
---------------------------------------------------------------------------

    Xcel Energy issues and sells common stock pursuant to its dividend 
reinvestment plan and its common stock purchase plan to shareholders 
and other participants. Xcel Energy also has incentive compensation and 
other benefit plans under which Xcel Energy common stock, and/or 
options, units or other derivative securities, may be awarded to 
employees and/or directors of Xcel Energy and its Subsidiaries. Xcel 
Energy currently maintains the following stock-based benefit plans for 
employees and/or directors:
     Xcel Energy 401(k) Savings Plan. Defined contribution 
401(k) retirement plan where matching contribution is made in Xcel 
Energy common stock.
     NCE Employee Savings and Stock Ownership Plan for 
Bargaining Unit Employees and Former Non-Bargaining Unit Employees. 
Defined contribution 401(k) retirement plan for bargaining unit 
employees of PSCo where matching contribution is made in Xcel Energy 
common stock.
     NCE Investment Plan for Bargaining Unit and Former Non-
Bargaining Unit Employees. Defined contribution 401(k) retirement plan 
for bargaining unit employees of SPS where matching contribution and 
part of participant's elective deferrals are made in cash, and trustee 
purchases Xcel Energy common stock on open market.
     Xcel Energy Executive Annual Incentive Plan. Performance 
based annual awards to select group of Xcel Energy executives, which 
can be paid in cash, shares or restricted stock.
     Xcel Energy Omnibus Incentive Plan. Multi-component stock-
based award document, providing Board-directed awards of stock, 
options, restricted stock and restricted share units.
     Stock Equivalent Plan for Non-Employee Directors of Xcel 
Energy. A director's only plan allowing all or a portion of annual 
director's retainer to be paid in Xcel Energy common stock.
    Xcel Energy proposes to issue and/or acquire in open market 
transactions, or by some other method which complies with applicable 
law and Commission interpretations then in effect, shares of Xcel 
Energy common stock distributable under Xcel Energy's current or any 
future Plans.
    The number of shares of Common Stock issuable upon the exercise of 
options or rights shall count against the Share Limitation at the time 
of issuance of the options or units. The issuance of common stock upon 
the exercise of options or units shall not count against the Share 
Limitation, to the extent that the issuance of the options or units has 
already been counted against the Share Limitation. To the extent that 
any options or units pursuant to this authorization expire or are 
forfeited, or are applied to satisfy any income tax withholding 
obligation, the number of shares counted against the Share Limitation 
upon the issuance of the options or units shall be reinstated. Only 
newly issued shares would be counted against the Share Limitation. Any 
shares of common stock acquired by Xcel Energy, or the trustee of any 
Plan, on the open market \8\ for delivery pursuant to any of these 
Plans shall not count against the Share Limitation and, to the extent 
the shares are applied to satisfy an obligation in respect of the 
exercise of options or units, the Share Limitation shall be reinstated. 
In addition, the issuance of common stock upon conversion of options or 
units would not count against the Equity/Long-term Debt Limit.
---------------------------------------------------------------------------

    \8\ Such open-market purchases of shares would generally be 
exempt pursuant to Rule 42, but may include purchases from investors 
that are affiliates.
---------------------------------------------------------------------------

    (11) Dividends Out of Capital. Xcel Energy and the Nonutility 
Subsidiaries request authority for each of the Nonutility Subsidiaries 
to pay dividends out of capital or unearned surplus to the fullest 
extent of the law, provided, however, that without further approval of 
the Commission, (i) no Nonutility Subsidiary that derives any material 
part of its revenues from the sale of goods, services or electricity to 
any Utility Subsidiary shall declare or pay any dividend out of capital 
or unearned surplus and (ii) no Nonutility Subsidiary shall declare or 
pay any dividend out of capital or unearned surplus unless it: (a) Has 
received excess cash as a result of the sale of its assets, (b) has 
engaged in a restructuring or reorganization; and/or (c) is returning 
capital to an associate company. Further, Xcel Energy and the 
Nonutility Subsidiaries request that the Commission reserve 
jurisdiction over the payment of dividends out of capital or unearned 
surplus when any of these conditions are not met.
    (12) Acquisition, Redemption or Retirement of Securities. The 
Applicants request authorization for each company in the Xcel Energy 
system to acquire, redeem or retire its securities or those of its 
direct and indirect subsidiaries, which securities may be either 
outstanding presently or issued and sold in the future from time to 
time during the Authorization Period. These transactions would be 
undertaken at either the competitive market prices for the securities 
or at the stated price for those securities, as applicable. The Utility 
Subsidiaries would acquire, retire or redeem securities only in 
accordance with Rule 42. The redemption or retirement of securities 
would be effected consistent with corporate law applicable in the 
jurisdiction where the company whose securities are being acquired, 
retired or redeemed is organized and in accordance with any applicable 
financing covenants.
    (13) Investment Securities. In addition to the types of securities 
described in Section 9(c) and Rule 40, Applicants request authorization 
to invest in the following securities:
    (i) Shares of money market funds registered under the Investment 
Company Act of 1940 whose shares are registered under the Securities 
Act with total fund assets in excess of $500 million and rated in the 
highest short-term rating category by two or more nationally recognized 
statistical rating organizations (``NRSRO''), or one NRSRO if only one 
has rated the security or, if not rated, determined to be of comparable 
quality, whose investments include:

    (a) U.S. Treasury obligations and obligations issued or 
guaranteed as to principal and interest by the U.S. Government or 
its agencies;
    (b) Obligations of any State of the U.S. or any political 
subdivision thereof;
    (c) Obligations of commercial banks and savings and loan and 
thrift institutions (including certificates of deposit, time 
deposits, bankers' acceptances, bank notes, letters of credit, 
Eurodollar CD's and Eurodollar time deposits);
    (d) Commercial paper;
    (e) Corporate obligations;
    (f) Variable rate instruments; and
    (g) Repurchase agreements involving any of the foregoing 
obligations; and

[[Page 18443]]

    (ii) repurchase agreements involving:
    (a) U.S. Treasury obligations and obligations issued or 
guaranteed as to principal and interest by the U.S. Government or 
its agencies;
    (b) Obligations of any State of the U.S. or any political 
subdivision thereof; and
    (c) Obligations of commercial banks and savings and loan and 
thrift institutions (including certificates of deposit, time 
deposits, bankers' acceptances, bank notes, letters of credit, 
Eurodollar CD's and Eurodollar time deposits).

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-1662 Filed 4-8-05; 8:45 am]
BILLING CODE 8010-01-P