Credit Ratings.

     Xcel Energy is a financially sound company with an investment grade rating from the major national credit rating agencies. Xcel’s principal Utility Subsidiaries (NSP, NSP-W, SPS and PSCo) are financially sound and each have investment grade ratings from major national rating agencies. The credit ratings from major nationally recognized rating agencies for Xcel Energy and its Utility Subsidiaries are set out in the table below.

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Cheyenne and Black Mountain have no outstanding credit ratings.

NRG Energy, Inc.

     NRG Energy, Inc. (“NRG”) is the primary holding company in the Xcel Energy system for investments in EWGs and FUCOs. As of December 31, 2001, Xcel Energy owned 74.343% of the outstanding common stock of NRG. As of December 31, 2001, Xcel Energy's investment in NRG was approximately $782 million.⁷

     As of February 12, 2002, NRG is rated investment grade by Standard & Poor’s and Moody’s —i.e., Baa3 by Moody’s and BBB- by Standard & Poor’s. On December 4, 2001, Moody’s placed NRG’s ratings under review for a potential downgrade. On February 11, 2002, Standard & Poor’s placed NRG on credit watch with positive implications. Xcel Energy is currently working with NRG and the rating agencies in an effort to maintain the investment grade ratings of NRG. Xcel Energy views the investment grade rating of NRG as an important component in the future operations and development of NRG and commits to use all reasonable efforts, which are consistent with prudent business practice, to maintain an investment grade rating of NRG with at least one nationally recognized credit rating agency.

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Insulation from Risk.

     Xcel Energy’s request for authorization to make additional investments in EWGs and FUCOs will not have an adverse impact on the Utility Subsidiaries, their respective customers or on the ability of the relevant state commissions to protect the Utility Subsidiaries and their customers. As discussed in the Original Financing U-1, this is supported by: (i) the insulation of the Utility Subsidiaries and their customers from potential direct adverse effects of investments in EWGs and FUCOs, (ii) analyses of the financial integrity of the Utility Subsidiaries and (iii) the affirmation of the state commissions that they have the authority to protect ratepayers in their respective states from adverse impact.

     The investments by Xcel Energy in EWGs and FUCOs will be segregated from the Utility Subsidiaries. None of the Utility Subsidiaries will provide financing for, extend credit to, or sell or pledge its assets directly or indirectly to NRG or to any EWG or FUCO in which Xcel Energy owns an interest. Losses that may be incurred by such EWGs and FUCOs would have no effect on domestic rates of any Utility Subsidiaries, since they undertake not to seek recovery in rates. Moreover, to the extent that there may be any indirect impact on the Utility Subsidiaries from Xcel Energy ‘s investment in EWGs and FUCOs through effects on Xcel Energy’s capital costs, the states have the authority and the mechanisms to prevent any such adverse effects from being passed on to ratepayers.

     Additional investments in EWGs and FUCOs will not have any negative impact on the Utility Subsidiaries’ ability to fund operations and growth. As described in the Original Financing U-1, present projections indicate that during the Authorization Period the Utility Subsidiaries will continue to fund their operations and their construction expenditures primarily from internal sources of cash and from sales of securities and other borrowings. Moreover, there is no reason to believe that the Utility Subsidiaries cannot access capital markets as needed.

     As described in the Original Financing U-1, Xcel Energy will comply with the requirements of Rule 53(a)(3) regarding the limitation on the use of Utility Subsidiary employees in connection with providing services to EWGs and FUCOs, and with the other applicable conditions of Rule 53(a) providing specific protections to customers of the Utility Subsidiaries and their state commissions, in particular, the requirements of Rule 53(a)(1) regarding the preparation and making available of books and records and financial records regarding EWGs and FUCOs, and the requirements of Rule 53(a)(4) regarding filing of copies of applications and reports with other regulatory commissions.

     As discussed in the Original Financing U-1, potential investments in EWGs and FUCOs go through a rigorous investment and risk analysis. Pursuant to Xcel Energy’s investment guidelines, each project must demonstrate: (i) consistency with Xcel Energy’s overall generation strategy, (ii) existence of quality customers, (iii) availability of quality partners, particularly local partners, (iv) ability to produce electricity at a low cost, (v) ability to have operating control, (vi) expected earnings above a specified level and (vii) compliance with minimum risk requirements and risk tolerance guidelines. Each potential project is subjected to a series of formal reviews to ensure the project’s soundness. For all projects, the risk analysis includes consideration of business, financial, regulatory, environmental and legal risks. Any foreign projects are subject to an additional level of scrutiny concerning the political and economic stability of the particular country. Xcel Energy’s project review procedures are set forth in more detail in the Original Financing U-1.

     Xcel Energy’s investment in EWGs and FUCOs can benefit the Xcel Energy system as a whole, and indirectly the Utility Subsidiaries. Historically, NRG has provided significant benefits to the Xcel Energy system, as described below.

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     NRG has contributed positively to Xcel Energy’s operating results in the fiscal years ended December 31, 1997, 1998, 1999, 2000 and 2001 in the amounts of $22 million, $41.7 million, $57.2 million, $153.8 million and $199.6 million, respectively. Xcel Energy’s earnings (before special charges and extraordinary items) for the fiscal years ended December 31, 1997, 1998, 1999, 2000 and 2001 were $536.3 million, $618.8 million, $612.1 million, $715.5 million and 790.7 million, respectively. Thus, Xcel reported an increase (decrease) of 15.3%, (1%), 16.9% and 10.5% in its earnings for the years 1998, 1999, 2000 and 2001, respectively, over prior year’s results.

Adequacy of State Commission Oversight.

     In the opinion of Xcel Energy, the twelve state commissions having jurisdiction over the Utility Subsidiaries, namely Arizona, Colorado, Kansas, Michigan, Minnesota, Oklahoma, New Mexico, North Dakota, South Dakota, Texas, Wisconsin and Wyoming (collectively, the “State Commissions”) are able to protect utility customers within their respective states.

     Pursuant to New Century Energies, Inc., Holding Co. Act Release No. 26982 (February 26, 1999) (the “NCE 100% Order”), the Commission authorized NCE to issue and sell securities up to 100% of its consolidated retained earnings for investment in EWGs and FUCOs. In connection with the NCE 100% Order, the Commission requested and received from each of the six state commissions having jurisdiction over the NCE Utility Subsidiaries⁸ a letter certifying that such state commission has jurisdiction over the respective public utility companies and that such state commission will exercise such authority to protect ratepayers. See Exhibits D-1 through D-6 to the NCE 100% Application. The Applicants respectfully submit that the Commission should rely on such state certifications in reviewing this matter.⁹

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     Xcel has requested and received from each of the six state commissions having jurisdiction over NSP, NSP-W and Black Mountain Gas Company a letter certifying that such state commission has jurisdiction over the respective Xcel system public utility companies and that such state commission will exercise such authority to protect ratepayers. Copies of these certifications are attached hereto as Exhibits D-12 through D-19.

     Finally, as noted above, the State Commissions will have authority to make adjustments in a Utility Subsidiary’s cost of capital to take into account any negative effect from Xcel’s investment in EWGs and FUCOs.

     For all of these reasons, the State Commissions will have adequate authority to protect Utility Subsidiary ratepayers from any adverse effect associated with Xcel or its non-utility subsidiaries.

Rule 53(b) Factors.

     With respect to the relevant financial benchmarks specifically contemplated by Rule 53(b), none is applicable:

Xcel Energy undertakes to notify the Commission by filing a post-effective amendment in this proceeding in the event that any of the above-described conditions occur during the Authorization Period.

Financing Parameters.

     Xcel Energy renews its commitment set forth in Item l.B.2 of the Original Financing U-1 that the authorization requested herein is subject to the following financing parameters:

     Rating of Long-Term Debt. Any long-term debt to be issued by Xcel Energy will, at the time of original issuance, be rated at least investment grade by a nationally recognized credit rating organization.

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     Capitalization Ratios. Xcel Energy’s common equity, as reflected on its most recent Form 10-K or Form 10-Q and as adjusted to reflect subsequent events that affect capitalization, will be at least 30% of consolidated total capitalization; and the common stock equity of each of the Utility Subsidiaries, individually, will be at least 30% of its respective total capitalization.

     Xcel Energy also commits that during the Authorization Period it will not issue any securities (other than its common stock or securities which are not “rated” by rating agencies) unless such securities are rated “investment grade” by at least one nationally recognized rating agency. Xcel Energy requests that the Commission reserve jurisdiction over the issuance by it of indebtedness which is convertible into or exchangeable for common stock of Xcel Energy, in those circumstances where the security would, upon issuance, be a rated security but be rated below investment grade.

     Xcel Energy further commits that the authorization requested herein is subject to the financing parameters that any long-term debt to be issued by NSP, NSP-W, SPS and PSCo, the principal Utility Subsidiaries of Xcel Energy, will, at the time of original issuance, be rated at least investment grade by a nationally recognized credit rating organization.

     Xcel Energy further commits that at such time during the Authorization Period that Xcel Energy owns 100% of the outstanding voting securities of NRG¹¹ it will not, without authorization of the Commission, permit NRG to make a public offering of debt securities unless such debt securities at the time of issuance are rated at least investment grade by a nationally recognized credit rating organization. Xcel Energy requests that the Commission reserve jurisdiction over the approval of the public offering by NRG, at such time that Xcel Energy owns 100% of NRG’s outstanding voting securities, of debt securities which are not rated at least investment grade by a nationally recognized credit rating organization.

Use of Additional Authority.

     With respect to the additional authority requested herein to invest in EWGs and FUCOs, Xcel Energy expects to use approximately $600 million to complete the exchange offer and merger of NRG into a wholly-owned subsidiary of Xcel Energy. Following completion of the exchange offer and merger, Xcel Energy’s plans for NRG in 2002 include:

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Xcel Energy expects these actions, if successful, would reduce 2002 cash requirements of NRG by about $3 billion.

     Xcel Energy believes that, if the exchange offer and merger are completed and its plans for NRG are implemented, NRG will be a largely domestic-based, non-regulated independent power producer with regionally based businesses focused around high-load centers with a continued focus on retaining optimal fuel sources, dispatch mix and power sales. If the exchange offer and merger are completed, Xcel Energy also expects to capture other benefits principally related to:

     Thus, of the approximately $1.2 billion of additional authority requested herein, approximately $600 million will be used to effect the exchange offer and merger involving NRG and $350 million will reflect additional equity contributions of Xcel Energy into NRG. The use of the remaining balance of $250 million has not been determined with precision, but is expected to be used to provide guarantees or other credit support for indebtedness of NRG. Amounts advanced by Xcel Energy, whether in the form of loans or capital contributions, are expected to be used by NRG to reduce existing indebtedness.

     The utilization of funds from Xcel Energy to repay the debt of NRG will enable NRG to issue additional debt to fund existing and future projects. However, the precise projects to be funded remain subject to discussion by the NRG Board of Directors.

ITEM 2. Fees, Commissions and Expenses

     The fees, commissions and expenses incurred or to be incurred in connection with the transactions proposed in this Amendment No. 8 to Application-Declaration is estimated to be $20,000, in addition to the estimate of fees, commissions and expenses set forth in the Original Financing U-1. These estimates of fees do no include fees and other expenses incurred in consummating financings covered hereby. It is estimated that such fees and expenses will not exceed 5% of the proceeds.

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EXHIBITS.

     The Applicant adds the following Exhibit to this Application:

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SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Amendment No. 8 to Application/Declaration to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 6, 2002