Northern States Power 10-Q 2007 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to

Commission File Number: 001-31387

Northern States Power Company

(Exact name of registrant as specified in its charter)

Minnesota	41-1967505
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
414 Nicollet Mall, Minneapolis,
Minnesota	55401
(Address of principal executive	(Zip Code)
offices)

Registrant’s telephone number, including area code (612) 330-5500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o                               Accelerated Filer o                               Non-Accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 30, 2007
Common Stock, $0.01 par value	1,000,000 shares

Northern States Power Co. (a Minnesota corporation) meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H (2) to such         Form 10-Q.

Table of Contents

PART I - FINANCIAL INFORMATION
Item l.	Financial Statements (Unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 4.	Controls and Procedures
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 6.	Exhibits
SIGNATURES
Certifications Pursuant to Section 302
Certifications Pursuant to Section 906
Statement Pursuant to Private Litigation

This Form 10-Q is filed by Northern States Power Co., a Minnesota corporation (NSP-Minnesota).  NSP-Minnesota is a wholly owned subsidiary of Xcel Energy Inc. (Xcel Energy).  Additional information on Xcel Energy is available on various filings with the Securities and Exchange Commission (SEC).

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

NSP-MINNESOTA

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Thousands of Dollars)

	Three Months Ended
	March 31,
	2007			2006
Operating revenues
Electric utility	$	792,554		$	720,404
Natural gas utility	348,215			361,964
Other	4,866			5,345
Total operating revenues	1,145,635			1,087,713
Operating expenses
Electric fuel and purchased power	370,473			294,994
Cost of natural gas sold and transported	282,800			304,718
Cost of sales – nonregulated and other	1,949			1,784
Other operating and maintenance expenses	246,801			224,015
Depreciation and amortization	108,780			103,674
Taxes (other than income taxes)	36,974			35,500
Total operating expenses	1,047,777			964,685
Operating income	97,858			123,028
Interest and other income, net  (see Note 8)	1,031			877
Allowance for funds used during construction – equity	5,406			3,399
Interest charges and financing costs
Interest charges – including financing costs of $1,280 and $1,684, respectively	44,442			39,546
Allowance for funds used during construction – debt	(4,321		)	(3,009		)
Total interest charges and financing costs	40,121			36,537
Income before income taxes	64,174			90,767
Income taxes	21,671			31,825
Net income	$	42,503		$	58,942

See Notes to Consolidated Financial Statements

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NSP-MINNESOTA

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Thousands of Dollars)

	Three Months Ended
	March 31,
	2007			2006
Operating activities
Net income	$	42,503		$	58,942
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	111,025			104,446
Nuclear fuel amortization	11,554			11,541
Deferred income taxes	47,338			(32,297		)
Amortization of investment tax credits	(1,211		)	(1,211		)
Allowance for equity funds used during construction	(5,406		)	(5,703		)
Net realized and unrealized hedging and derivative transactions	7,858			7,650
Changes in operating assets and liabilities:
Accounts receivable	(53,065		)	7,146
Accounts receivable from affiliates	11,992			44,104
Accrued unbilled revenues	72,828			119,351
Inventories	54,655			58,272
Recoverable purchased natural gas and electric energy costs	(32,413		)	6,121
Other current assets	(2,320		)	(5,172		)
Accounts payable	(54,485		)	(118,230		)
Net regulatory assets and liabilities	1,806			7,889
Other current liabilities	13,483			46,841
Change in other noncurrent assets	331			200
Change in other noncurrent liabilities	10,402			8,592
Net cash provided by operating activities	236,875			318,482
Investing activities
Utility capital/construction expenditures	(279,392		)	(176,168		)
Allowance for equity funds used during construction	5,406			5,703
Purchase of investments in external decommissioning fund	(149,841		)	(4,339		)
Proceeeds from sale of investments in external decommissioning fund	138,993			5,399
Investments in and advances to affiliates	29,200			33,500
Other investments	(835		)	4,256
Net cash used in investing activities	(256,469		)	(131,649		)
Financing activities
Proceeds of short-term borrowings, net	64,000			84,000
Repayment of long-term debt, including reacquisition premiums	(3		)	(73		)
Borrowings under utility money pool arrangement	137,900			—
Repayments under utility money pool arrangement	(137,900		)	—
Borrowings under 5-year unsecured credit facility	—			194,000
Repayments under 5-year unsecured credit facility	—			(444,000		)
Capital contributions from parent	30,000			50,000
Dividends paid to parent	(56,105		)	(54,613		)
Net cash provided by (used in) financing activities	37,892			(170,686		)
Net increase in cash and cash equivalents	18,298			16,147
Cash and cash equivalents at beginning of period	16,019			38,542
Cash and cash equivalents at end of period	$	34,317		$	54,689
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	55,406		$	58,333
Cash paid for income taxes (net of refunds received)	(7,023		)	3,013
Supplemental disclosure of non-cash flow investing transactions:
Property, plant and equipment additions in accounts payable	$	35,778		$	18,023

See Notes to Consolidated Financial Statements

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NSP-MINNESOTA

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Thousands of Dollars)

	March 31, 2007			Dec. 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	34,317		$	16,019
Notes receivable from affiliates	1,100			30,300
Accounts receivable, net of allowance for bad debts of $13,750 and $13,408, respectively	423,700			370,635
Accounts receivable from affiliates	20,944			32,936
Accrued unbilled revenues	147,206			220,034
Recoverable purchased natural gas and electric energy costs	50,086			17,673
Materials and supplies inventories	96,042			93,183
Fuel inventories	45,385			40,257
Natural gas inventories	22,374			85,016
Derivative instruments valuation	37,151			62,211
Prepayments and other	31,477			32.708
Total current assets	909,782			1,000,972
Property, plant and equipment, at cost:
Electric utility plant	8,297,673			8,245,632
Natural gas utility plant	862,699			859,533
Construction work in progress	1,094,258			917,275
Common utility and other property	421,440			416,635
Total property, plant and equipment	10,676,070			10,439,075
Less accumulated depreciation	(4,669,714		)	(4,590,719		)
Nuclear fuel — net of accumulated amortization: $1,249,471 and $1,237,917, respectively	157,560			140,152
Net property, plant and equipment	6,163,916			5,988,508
Other assets:
Nuclear decommissioning fund investments	1,221,079			1,200,688
Regulatory assets	356,470			372,349
Prepaid pension asset	282,282			276,571
Derivative instruments valuation	175,570			181,616
Other investments	31,727			30,892
Other	27,147			27,452
Total other assets	2,094,275			2,089,568
Total assets	$	9,167,973		$	9,079,048
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	37		$	40
Short-term debt	153,000			89,000
Accounts payable	401,519			468,727
Accounts payable to affiliates	50,317			39,139
Taxes accrued	154,698			126,104
Accrued interest	31,531			48,308
Dividends payable to parent	57,124			56,105
Derivative instruments valuation	19,618			36,167
Other	32,395			38,572
Total current liabilities	900,239			902,162
Deferred credits and other liabilities:
Deferred income taxes	743,399			708,772
Deferred investment tax credits	46,443			47,654
Asset retirement obligations	1,330,540			1,311,271
Regulatory liabilities	657,352			658,571
Derivative instruments valuation	246,335			248,981
Pension and employee benefit obligations	206,116			209,548
Other liabilities	98,770			69,229
Total deferred credits and other liabilities	3,328,955			3,254,026
Commitments and contingent liabilities (see Note 5)
Capitalization:
Long-term debt	2,299,407			2,299,188
Common stock — authorized 5,000,000 shares of $0.01 par value; outstanding 1,000,000 shares	10			10
Additional paid in capital	1,591,480			1,561,480
Retained earnings	1,042,246			1,055,983
Accumulated other comprehensive income	5,636			6,199
Total common stockholder’s equity	2,639,372			2,623,672
Total liabilities and equity	$	9,167,973		$	9,079,048

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of NSP-Minnesota and its subsidiaries as of March 31, 2007, and Dec. 31, 2006; the results of its operations for the three months ended March 31, 2007 and 2006; and its cash flows for the three months ended March 31, 2007 and 2006. Due to the seasonality of electric and natural gas sales of NSP-Minnesota, quarterly results are not necessarily an appropriate base from which to project annual results.

1.   Significant Accounting Policies

Except to the extent updated or described below, the significant accounting policies set forth in Note 1 to the consolidated financial statements in NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2006 appropriately represent, in all material respects, the current status of the footnotes and are incorporated herein by reference.

Income Taxes — Consistent with prior periods and upon adoption of Financial Accounting Standard Board (FASB) Interpretation No. 48 – “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”, NSP-Minnesota records interest and penalties related to income taxes as interest charges in the Consolidated Statements of Income.

Reclassifications — Certain amounts in the Consolidated Statements of Cash Flows have been reclassified from prior-period presentation to conform to the 2007 presentation. The reclassifications reflect the presentation of unbilled revenues, recoverable purchased natural gas and electric energy costs and regulatory assets and liabilities as separate items rather than components of other assets and other liabilities within net cash provided by operating activities.  In addition, activity related to derivative transactions have been combined into net realized and unrealized hedging and derivative transactions.  These reclassifications did not affect total net cash provided by (used in) operating, investing or financing activities within the Consolidated Statements of Cash Flows.

2.   Recently Issued Accounting Pronouncements

Fair Value Measurements (SFAS 157) — In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) 157, which provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. SFAS 157 also emphasizes that fair value is a market-based measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Fair value measurements are disclosed by level within that hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after Nov. 15, 2007.  NSP-Minnesota is evaluating the impact of SFAS 157 on its financial condition and results of operations and does not expect the impact of adoption to be material.

The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 (SFAS 159) — In February 2007, the FASB issued SFAS 159, which provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company that adopts SFAS 159 will report unrealized gains and losses on items, for which the fair value option has been elected, in earnings at each subsequent reporting date. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This statement is effective for fiscal years beginning after Nov. 15, 2007.  NSP-Minnesota is evaluating the impact of SFAS 159 on its financial condition and results of operations and does not expect the impact of adoption to be material.

3.   Income Taxes

Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48) — In July 2006, the FASB issued FASB Interpretation No. (FIN) 48.  FIN 48 prescribes how a company should recognize, measure, present and disclose uncertain tax positions that the company has taken or expects to take in its income tax returns. FIN 48 requires that only income tax benefits that meet the “more likely than not” recognition threshold be recognized or continue to be recognized on its effective date. As required, NSP-Minnesota adopted FIN 48 as of Jan. 1, 2007 and the initial derecognition amounts were reported as a cumulative effect of a change in accounting principle. The cumulative effect of the change, which is reported as an adjustment to the beginning balance of retained earnings, was not material.  Following implementation, the ongoing recognition of changes in measurement of uncertain tax positions will be reflected as a component of income tax expense.

NSP-Minnesota is a member of the Xcel Energy affiliated group that files consolidated income tax returns.  Xcel Energy has been audited by the Internal Revenue Service (IRS) through tax year 2003, with a limited exception for 2003 research tax credits.  The IRS commenced an examination of Xcel Energy’s federal income tax returns for 2004 and 2005 (and research credits for 2003) in the third quarter of 2006, and that examination is anticipated to be complete by March 31, 2008.  As of March 31, 2007, the IRS had not

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proposed any material adjustments.  As of March 31, 2007, Xcel Energy’s 2000 through 2002 federal income tax returns remain open under applicable statutes of limitations. 

NSP-Minnesota is currently under examination by the state of Minnesota for years 1998 through 2000.  No material adjustments have been proposed as of March 31, 2007.  As of March 31, 2007, NSP-Minnesota’s earliest open tax years in which an audit can be initiated by state taxing authorities under applicable statutes of limitation is 1998.

The amount of unrecognized tax benefits was $22.5 million and  $24.2 million on Jan. 1, 2007 and March 31, 2007, respectively.  Of these amounts, $4.1 million and $4.4 million were offset against the tax benefits associated with net operating loss and tax credit carryovers as of Jan. 1, 2007 and March 31, 2007, respectively. 

Included in the unrecognized tax benefit balance was $5.5 million and $5.9 million of tax positions on Jan. 1, 2007 and March 31, 2007, respectively, which if recognized would affect the annual effective tax rate.  In addition, the unrecognized tax benefit balance included $17.0 million and $18.3 million of tax positions on Jan. 1, 2007 and March 31, 2007, respectively, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  A change in the period of deductibility would not affect the effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.  The change in the unrecognized tax benefit balance from Jan. 1, 2007 to March 31, 2007, was due to the addition of similar uncertain tax positions relating to first quarter activity.

NSP-Minnesota’s amount of unrecognized tax benefits could significantly change in the next 12 months as the IRS and state tax audits progress.  However, at this time due to the nature of the audit process, it is not reasonably possible to estimate a range of the possible change.

The interest expense liability related to unrecognized tax benefits on Jan. 1, 2007, was not material due.  The change in the interest expense liability from Jan. 1, 2007, to March 31, 2007, was not material.  No amounts were accrued for penalties.

4.Rate Matters

Pending and Recently Concluded Regulatory Proceedings — Federal Energy Regulatory Commission (FERC)

Midwest Independent Transmission System Operator, Inc. (MISO) Long-Term Transmission Pricing — In October 2005, MISO filed a proposed change to its Transmission and Energy Markets Tariff (TEMT) to regionalize future cost recovery of certain high voltage (345 kilovolts (KV)) transmission projects to be constructed for reliability improvements. The proposal, called the Regional Expansion Criteria Benefits phase I (RECB I) proposal, would recover 20 percent of eligible transmission costs from all transmission service customers in the MISO 15 state region, with 80 percent recovered on a sub-regional basis. The proposal would exclude certain projects that had been planned prior to the October 2005 filing, and would require new generators to fund 50 percent of the cost of network upgrades associated with their interconnection. In February 2006, the FERC generally approved the RECB I proposal, but set the 20 percent limitation on regionalization for additional proceedings. Various parties filed requests for rehearing. On Nov. 29, 2006, the FERC issued an order on rehearing upholding the February 2006 order and approving the 20 percent limitation. On Dec. 13, 2006, the Public Service Commission of Wisconsin (PSCW) filed an appeal of the RECB I order.

In addition, in October 2006, MISO filed additional changes to its TEMT to regionalize future recovery of certain transmission projects (230 KV and above) constructed to provide access to lower cost generation supplies. The filing, known as Regional Expansion Criteria Benefits phase II (RECB II), would provide regional recovery of 20 percent of the project costs and sub-regional recovery of 80 percent, based on a benefits analysis. MISO proposed that the RECB II tariff be effective April 1, 2007. Initial comments were filed at the FERC on Dec. 22, 2006. The date the FERC will take initial action is not known.

Transmission service rates in the MISO region presently use a rate design, in which the transmission cost depends on the location of the load being served. Costs of existing transmission facilities are not regionalized. MISO is required to file a replacement rate methodology in August 2007, to be effective Feb. 1, 2008. It is possible MISO will propose to regionalize the recovery of the costs of existing transmission facilities.

On March 15, 2007, the FERC issued orders separately upholding the Nov. 29, 2006 order accepting the RECB I pricing proposal, and approving most aspects of the RECB II proposal.  However, the FERC ordered MISO to re-examine the cost allocation for existing facilities, new reliability improvements and economic projects in the Aug. 2007 compliance filing.

Proposals to regionalize transmission costs could shift the costs of NSP-Minnesota transmission investments to other MISO transmission service customers, but would also shift the costs of transmission investments of other participants in MISO to NSP-Minnesota.

Revenue Sufficiency Guarantee Charges — On April 25, 2006, the FERC issued an order determining that MISO had incorrectly applied its TEMT regarding the application of the revenue sufficiency guarantee (RSG) charge to certain transactions. The FERC ordered MISO to resettle all affected transactions retroactive to April 1, 2005. The RSG charges are collected from certain MISO customers and paid to others. On Oct. 26, 2006, the FERC issued an order granting rehearing in part and reversed the prior ruling

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requiring MISO to issue retroactive refunds and ordered MISO to submit a compliance filing to implement prospective changes. In late November 2006, however, certain parties filed further requests for rehearing challenging the reversal regarding refunds.

On March 15, 2007, the FERC issued orders separately denying rehearing of the Oct. 26, 2006 order and rejecting certain aspects of the MISO compliance filings submitted on Nov. 26 and Dec. 27, 2006.  The FERC ordered MISO to submit a revised compliance filing.  As a result of the FERC order, NSP-Minnesota reduced the $6.1 million reserve to $1.9 million as of March 31, 2007.

Pending and Recently Concluded Regulatory Proceedings — Minnesota Public Utilities Commission (MPUC)

Electric Rate Case — In November 2005, NSP-Minnesota requested an electric rate increase of $168 million or 8.05 percent. This increase was based on a requested 11 percent return on common equity (ROE), a projected common equity to total capitalization ratio of 51.7 percent and a projected electric rate base of $3.2 billion. On Dec. 15, 2005, the MPUC authorized an interim rate increase of $147 million, subject to refund, which became effective on Jan. 1, 2006.

On Sept. 1, 2006, the MPUC issued a written order granting an electric revenue increase of approximately $131 million for 2006 based on an authorized ROE of 10.54 percent. The scheduled rate increase will be reduced in 2007 to $115 million to reflect the return of Flint Hills Resources, a large industrial customer, to the NSP-Minnesota system. The MPUC approved the wholesale margin settlement in which NSP-Minnesota returns most margins from unused generating capacity back to customers through the fuel clause adjustment (FCA). NSP-Minnesota is allowed to earn an incentive on sales related to ancillary service obligations. The MPUC Order became effective in November 2006, and final rates were implemented on Feb. 1, 2007.

On March 13, 2007, a citizen intervenor submitted a brief asking that the Minnesota Court of Appeals remand to the MPUC with direction to; determine the correct amount of income tax collected in rates, but not paid to taxing authorities; order the refund or credit to ratepayers of that part of taxes collected in rates but not paid; order the refund to ratepayers of the amount of interim rates collected in January and February of 2006 in violation of the previous merger order and provide other equitable relief.  NSP-Minnesota and the MPUC submitted reply briefs on April 26, 2007.

Natural Gas Rate Case — In November 2006, NSP-Minnesota filed a request with the MPUC to increase Minnesota natural gas rates by $18.5 million, which represents an increase of 2.4 percent.  The request is based on 11.0 percent ROE, a projected equity ratio of 51.98 percent and a natural gas rate base of $439 million.  Interim rates, subject to refund, were set at a $15.9 million increase and went into effect on Jan. 8, 2007.

On March 9, 2007, various intervenors filed testimony in the Minnesota natural gas rate case.

•The Minnesota Department of Commerce (MDOC) recommended a rate increase of $8.5 million based on a ROE of 9.71 percent.

•The Office of Attorney General (OAG) recommended a ROE of 9.26 percent.

On April 10, 2007, NSP-Minnesota filed its rebuttal testimony and revised its requested relief to $16.8 million.  The revised requested was caused primarily by an updated ROE estimate of 10.75 percent and an update to the sales forecast.

On April 24, 2007 the MDOC filed surrebuttal testimony recommending a rate increase of  $10.9 million based on an updated ROE of 9.5 percent.  The OAG filed surrebuttal testimony that continued to recommend a 9.26 percent ROE and made reference to the fact that Xcel Energy’s consolidated taxes are significantly lower than those requested for recovery but made no specific recommendations on this issue.

The remainder of the schedule for the Minnesota natural gas rate case is listed below:

•Evidentiary Hearing                                                                                  & #160;       May 1-4, 2007

•ALJ Report                                                                                    
60;                                                July 9, 2007

•MPUC OrderSept. 10, 2007

North Dakota Gas Rate Case — In December 2006, NSP-Minnesota filed a request with the North Dakota Public Service Commission (NDPSC) to increase North Dakota natural gas rates by $2.8 million, an increase of 3.0 percent.  The request is based on 11.3 percent ROE, a projected equity ratio of 51.59 percent and a natural gas rate base of $46.6 million.  Interim rates, subject to refund, were set at a $2.2 million increase and went into effect on Feb. 13, 2007.  On April 24, 2007 NSP-Minnesota and the NDPSC staff filed a settlement agreement under which NSP-Minnesota would receive a $2.3 million rate increase, an increase in the residiential customer charge from $15.69 to $18.60 and a residential rate freeze through December 31, 2009.  A decision is expected in the summer of 2007.

MISO Day 2 Market Cost Recovery — On Dec. 20, 2006, the MPUC issued an order ruling that NSP-Minnesota may recover all MISO Day 2 costs, except Schedules 16 and 17, through its FCA.  NSP-Minnesota is refunding Schedule 16 and 17 costs recovered through the FCA in 2005 ($2.2. million) to customers through the FCA in equal monthly installments beginning March 2007.  NSP-Minnesota is recovering 50 percent of Schedule 16 and 17 costs starting in 2006 in the final rates established

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in the 2005 electric rate case.  NSP-Minnesota is allowed to defer 100 percent of the Schedule 16 and 17 costs not included in rates for a three-year period before starting the amortization.  The MPUC ruling on Schedules 16 and 17 costs will have no impact on net income in 2007.  On April 9, 2007, the OAG filed an appeal of the MPUC order to the Minnesota Court of Appeals.  NSP-Minnesota plans to intervene in the appeal and urge the court to uphold the MPUC order.  The date for a court decision in the appeal is not known.

Transmission Cost Recovery — Since December 2004, NSP-Minnesota has recovered certain transmission costs related to wind generation projects through a Renewable Cost Recovery (RCR) rider. In November 2006, the MPUC approved the replacement of the RCR rider with a Transmission Cost Recovery (TCR) rider pursuant to 2005 legislation. The TCR mechanism would allow recovery of incremental transmission investments between rate cases. On Oct. 27, 2006, NSP-Minnesota filed for approval of recovery of $14.7 million in 2007 under the TCR tariff. The RCR rate factors will remain in effect until the TCR factors are implemented.  On March 8, 2007, the MPUC voted to approve the recommendation of the MDOC to allow recovery of $13.1 million in 2007, but ruled $1.6 million of costs should be allocated to wholesale transmission service customers.  This ruling will reduce recovery in Minnesota electric rates by $1.6 million in 2007.

Fixed Bill Complaint  — In January 2007, the OAG filed a complaint with the MPUC regarding the fixed monthly gas payment programs of NSP-Minnesota and another unaffiliated natural gas utility.  This program generally allows customers to elect a fixed monthly payment for natural gas service that will not change for one year regardless of changes in natural gas costs or consumption due to weather.  The complaint seeks termination of the program or modification, and seeks interim relief that would allow customers to exit the program.  The MPUC has sought comments on the appropriate procedures for addressing the complaint.  NSP-Minnesota filed comments seeking to address this complaint through discussions with the OAG, rather than litigation.  On April 19, 2007, the MPUC determined that there was sufficient evidence to open an investigation and opened separate dockets for each utility.  The MPUC postponed its decision on the OAG’s request for interim relief pending filings from both utilities that identify the amount of stranded costs that would occur if participants were allowed to exit the fixed bill programs prior to the end of the program year.  It is expected that the matter will come back before the MPUC during the second quarter to address the issue of interim relief.

Mercury Cost Recovery  — On Dec. 29, 2006, NSP-Minnesota requested approval of a Mercury Emissions Reduction Rider tariff and associated rate adjustments.  The request is designed to recover approximately $5.4 million during 2007 from Minnesota electric retail customers for costs associated with implementing both the mercury and other environmental improvement portions of the Mercury Emissions Reduction Act of 2006. NSP-Minnesota expects the MPUC to act upon this request in the second quarter of 2007.

Annual Automatic Adjustment Report for 2005 - On Sept. 2, 2006 NSP-Minnesota filed its annual automatic adjustment report for the period from July 1, 2005 through June 30, 2006. which is the basis for the MPUC review of charges that flow through the FCA mechanism. The MDOC filed comments on April 18, 2007 noting that NSP-Minnesota had not demonstrated the reasonableness of its cost assignment of certain market energy charges  from the MISO Day 2 market between daily sales of excess generation and native energy needs.  The MDOC indicated that NSP-Minnesota could provide additional support for its methodology in its reply comments which are due on May 18, 2007.

5.Commitments and Contingent Liabilities

The circumstances set forth in Notes 10, 11 and 12 to the consolidated financial statements in NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2006 and Notes 4 and 5 to the consolidated financial statements in this Quarterly Report on Form 10-Q appropriately represent, in all material respects, the current status of commitments and contingent liabilities, including those regarding public liability for claims resulting from any nuclear incident and are incorporated herein by reference. The following include unresolved contingencies that are material to NSP-Minnesota’s financial position.

Environmental Contingencies

NSP-Minnesota has been, or is currently, involved with the cleanup of contamination from certain hazardous substances at several sites. In many situations, NSP-Minnesota believes it will recover some portion of these costs through insurance claims. Additionally, where applicable, NSP-Minnesota is pursuing, or intends to pursue, recovery from other potentially responsible parties and through the rate regulatory process.  New and changing federal and state environmental mandates can also create added financial liabilities for NSP-Minnesota, which are normally recovered through the rate regulatory process.  To the extent any costs are not recovered through the options listed above, NSP-Minnesota would be required to recognize an expense.

Site Remediation — NSP-Minnesota must pay all or a portion of the cost to remediate sites where past activities of NSP-Minnesota and some other parties have caused environmental contamination.  Environmental contingencies could arise from various situations including the following categories of sites:

·the site of a former manufactured gas plant (MGP) operated by NSP-Minnesota’s subsidiaries or predecessors; and

·third party sites, such as landfills, to which NSP-Minnesota is alleged to be a potentially responsible party (PRP) that sent hazardous materials and wastes.

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NSP-Minnesota records a liability when enough information is obtained to develop an estimate of the cost of environmental remediation and revises the estimate as information is received. The estimated remediation cost may vary materially.

To estimate the cost to remediate these sites, assumptions are made when facts are not fully known. For instance, assumptions may be made about the nature and extent of site contamination, the extent of required cleanup efforts, costs of alternative cleanup methods and pollution-control technologies, the period over which remediation will be performed and paid for, changes in environmental remediation and pollution-control requirements, the potential effect of technological improvements, the number and financial strength of other PRPs and the identification of new environmental cleanup sites.

Estimates are revised as facts become known.  At March 31, 2007, the liability for the cost of these remediating sites was estimated to be $1.1 million, of which $0.2 million was considered to be a current liability.  Some of the cost of remediation may be recovered from:

·insurance coverage;

·other parties that have contributed to the contamination; and

·customers.

Neither the total remediation cost nor the final method of cost allocation among all PRPs of the unremediated sites has been determined.  Estimates have been recorded for NSP-Minnesota’s future costs for these sites.

Third Party and Other Environmental Site Remediation

Asbestos Removal — Some of NSP-Minnesota’s facilities contain asbestos. Most asbestos will remain undisturbed until the facilities that contain it are demolished or removed.  NSP-Minnesota has recorded an estimate for final removal of the asbestos as an asset retirement obligation.  See additional discussion of asset retirement obligations in Note 11 of the NSP-Minnesota Annual Report on Form 10-K for the year ended Dec. 31, 2006.  It may be necessary to remove some asbestos to perform maintenance or make improvements to other equipment. The cost of removing asbestos as part of other work is immaterial and is recorded as incurred as operating expenses for maintenance projects, capital expenditures for construction projects or removal costs for demolition projects.

Other Environmental Requirements

Clean Air Interstate Rule — In March 2005, the Environmental Protection Agency (EPA) issued the Clean Air Interstate Rule (CAIR) to further regulate SO2 and nitrogen oxide (NOx) emissions.  The objective of CAIR is to cap emissions of SO2 and NOx in the eastern United States, including Minnesota.  CAIR addresses the transportation of fine particulates, ozone and emission precursors to nonattainment downwind states.  CAIR has a two-phase compliance schedule, beginning in 2009 for NOx and 2010 for SO2, with a final compliance deadline in 2015 for both emissions.  Under CAIR, each affected state will be allocated an emissions budget for SO2 and NOX that will result in significant emission reductions.  It will be based on stringent emission controls and forms the basis for a cap-and-trade program.  State emission budgets or caps decline over time.  States can choose to implement an emissions reduction program based on the EPA’s proposed model program, or they can propose another method, which the EPA would need to approve.

Minnesota and Wisconsin will be included in CAIR, and NSP- Minnesota has generating facilities that will be impacted.  Preliminary estimates of capital expenditures associated with compliance with CAIR for the NSP System range from $30 million to $40 million.

On June 13, 2006, the Minnesota Pollution Control Agency (MPCA) issued a draft rule for implementing the CAIR in Minnesota, which further regulates SO2 and NOx emissions. This proposal would require more stringent emission reductions than the federal CAIR program, resulting in additional implementation costs. The MPCA has stated publicly that it is revising its proposal such that the federal CAIR program will be implemented for 2009 and that the MPCA is considering a rulemaking process to require more stringent emission reductions than the federal CAIR program for subsequent years. Approval to commence this rulemaking is expected in 2007.

While NSP-Minnesota expects to comply with the new rules through a combination of additional capital investments in emission controls at various facilities and purchases of emission allowances, it is continuing to review the alternatives.  Xcel Energy believes the cost of any required capital investment or allowance purchases will be recoverable from customers.

Clean Air Mercury Rule — In March 2005, the EPA issued the Clean Air Mercury Rule (CAMR), which regulates mercury emissions from power plants for the first time.  The EPA’s CAMR  uses a national cap-and-trade system, where compliance may be achieved by either adding mercury controls or purchasing allowances or a combination of both and is designed to achieve a 70 percent reduction in mercury emissions.  It affects all coal- and oil-fired generating units across the country that are greater than 25 MW.  Compliance with this rule occurs in two phases, with the first phase beginning in 2010 and the second phase in 2018.  States will be allocated mercury allowances based on coal type and their baseline heat input relative to other states.  Each electric generating unit will be allocated mercury allowances based on its percentage of total coal heat input for the state.  Similar to the CAIR, states can choose to implement an emissions reduction program based on the EPA’s proposed model program, or they can propose another method, which the EPA would need to approve.

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NSP-Minnesota continues to evaluate the strategy for complying with CAMR. NSP-Minnesota currently estimates that it can comply through capital investments in emission controls or purchase of emission “allowances” from other utilities making reductions on their systems. Estimating the cost of compliance with CAMR is difficult because technologies specifically designed for control of mercury are in the early stages of development and there is no established market on which to base the cost of mercury allowances. NSP-Minnesota’s preliminary analysis for phase I compliance suggests capital costs of approximately $21.9 million for the mercury control equipment and continuous monitoring equipment at A.S. King, Sherburne County (Sherco) and Black Dog generating facilities. The analysis indicates increased operating and maintenance expenses of approximately $22.9 million, beginning in 2010. Additional costs will be incurred to meet phase II requirements in 2018.

Minnesota Mercury Legislation — On May 2, 2006, the Minnesota Legislature enacted the Mercury Emissions Reduction Act of 2006 (Act) providing a process for plans, implementation and cost recovery for utility efforts to curb mercury emissions at certain power plants. For Xcel Energy, the Act covers units at the A. S. King and Sherco generating facilities. Under the Act, Xcel Energy must install, maintain and operate continuous mercury emission monitoring systems or other monitoring methods approved by the MPCA at these units by July 1, 2007. The information obtained will be used to establish a baseline from which to measure mercury emission reductions. Mercury emission reduction plans must be filed by utilities by Dec. 31, 2007 (dry scrubbed units) and Dec. 31, 2009 (wet scrubbed units) that propose to implement technologies most likely to reduce emissions by 90 percent. Implementation would occur by Dec. 31, 2009 for one of the dry scrubbed units, Dec. 31, 2010 for the remaining dry scrubbed unit and Dec. 31, 2014 for wet scrubbed units. The cost of controls will be determined as part of the engineering analysis portion of the mercury reduction plans and is currently estimated at $21.5 million for the mercury control and continuous monitoring equipment and increased operating and maintenance expenses of approximately $22.9 million, beginning in 2010. These costs are also included above as part of the total cost estimate to comply with CAMR. Utilities subject to the Act may also submit plans to address non-mercury pollutants subject to federal and state statutes and regulations, which became effective after Dec. 31, 2004. Cost recovery provisions of the Act also apply to these other environmental initiatives. On Sept. 15, 2006, NSP-Minnesota filed a request with the MPUC for deferred accounting of up to $6.3 million of certain environmental improvement costs that are expected to be recoverable under the Act. On Jan. 11, 2007, the MPUC approved this request for deferred accounting with a cap of $6.3 million.

Regional Haze Rules — On June 15, 2005, the EPA finalized amendments to the July 1999 regional haze rules. These amendments apply to the provisions of the regional haze rule that require emission controls, known as best available retrofit technology (BART), for industrial facilities emitting air pollutants that reduce visibility by causing or contributing to regional haze.

The EPA requires states to develop implementation plans to comply with BART by December 2007. NSP-Minnesota submitted its BART alternatives analysis for Sherco units 1 and 2 on Oct. 26, 2006. The expected cost associated with the range of alternatives for additional emission controls for SO2 and NOx is a capital investment of $7 million to $617 million. NSP- Minnesota supports the alternative with the associated cost estimate of $7 million; however, NSP-Minnesota has not yet received a response from the MPCA concerning its preferred alternative. NSP-Minnesota expects that the costs of any required capital investment will be recoverable from customers. All BART issues are addressed by the voluntary capacity upgrades noted below.

Voluntary Capacity Upgrade and Emissions Reduction Filing — On Jan. 2, 2007, NSP-Minnesota made a filing to the MPUC for a major emissions reduction project at the Sherco Units 1, 2 and 3 to reduce emissions and expand capacity by installing NOx controls (low NOx burners, overfire air and  Selective Catalytic Reduction), installing mercury control systems, replacing the wet scrubbers on units 1 and 2 with semi-dry scrubbers, retrofitting different sections of the turbines on all three units, replacing generators and other associated equipment on all three units, and installing additional cooling capacity. The projected cost of this project is approximately $905 million and encompasses the BART capital investment of $7 million to $617 million noted above. NSP-Minnesota’s investments are subject to MPUC approval of a cost recovery mechanism.

Federal Clean Water Act — The federal Clean Water Act requires the EPA to regulate cooling water intake structures to assure that these structures reflect the “best technology available” for minimizing adverse environmental impacts. In July 2004, the EPA published phase II of the rule, which applies to existing cooling water intakes at steam-electric power plants. Several lawsuits were filed against the EPA in the United States Court of Appeals for the Second Circuit challenging the phase II rulemaking. On Jan. 25, 2007, the court issued its decision and remanded virtually every aspect of the rule to the EPA for reconsideration. The EPA announced on March 20, 2007, it will suspend the deadlines and refer any implementation to each state’s best professional judgment until the EPA is able to fully respond to the court-ordered remands. As a result, the rule’s compliance requirements and associated deadlines are currently unknown. It is not possible to provide an accurate estimate of the overall cost of this rulemaking at this time due to the many uncertainties involved.

Legal Contingencies

In the normal course of business, NSP-Minnesota is subject to claims and litigation arising from prior and current operations. NSP-Minnesota is actively defending these matters and has recorded a liability related to the probable cost of settlement or other disposition when it can be reasonably estimated.

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Metropolitan Airports Commission vs. Northern States Power Company — On Dec. 30, 2004, the Metropolitan Airports Commission (MAC) filed a complaint in Minnesota state district court in Hennepin County asserting that NSP-Minnesota is required to relocate facilities on MAC property at the expense of NSP-Minnesota. MAC claims that approximately $7.1 million charged by NSP-Minnesota over the past five years for relocation costs should be repaid. Both parties asserted cross motions for partial summary judgment on a separate and less significant claim concerning legal obligations associated with rent payments allegedly due and owing by NSP-Minnesota to MAC for the use of its property for a substation that serves MAC. A hearing regarding these cross motions was held in January 2006. In February 2006, the court granted MAC’s motion on this issue, finding that there was a valid lease and that the past course of action between the parties required NSP-Minnesota to continue making rent payments. NSP-Minnesota had made rent payments for 45 years. Depositions of key witnesses took place in February, March and April of 2006. The parties entered into meaningful settlement negotiations in May 2006, and in August 2006 reached an oral settlement of the dispute. The parties are negotiating over the final form of the settlement documents and it is expected that the action will be formally dismissed in the near future.

Siewert  vs. Xcel Energy — Plaintiffs, the owners and operators of a Minnesota dairy farm, brought an action against NSP-Minnesota alleging negligence in the handling, supplying, distributing, and selling of electrical power systems, negligence in the construction and maintenance of distribution systems, and failure to warn or adequately test such systems. Plaintiffs allege decreased milk production, injury and damage to a dairy herd as a result of stray voltage resulting from NSP-Minnesota’s distribution system. Plaintiffs’ expert report on the economic damage to their dairy farm states that the total present value of plaintiffs’ loss is $6.8 million. Trial is scheduled to commence in January 2008. NSP-Minnesota denies these allegations and will vigorously defend itself in this matter.

Carbon Dioxide Emissions Lawsuit — On July 21, 2004, the attorneys general of eight states and New York City, as well as several environmental groups, filed lawsuits in U.S. District Court for the Southern District of New York against five utilities, including Xcel Energy, to force reductions in carbon dioxide (CO2) emissions. Although NSP-Minnesota is not named as a party to this litigation, the requested relief that Xcel Energy cap and reduce its CO2 emissions could have a material adverse effect on NSP-Minnesota. The other utilities include American Electric Power Co., Southern Co., Cinergy Corp. and Tennessee Valley Authority. CO2 is emitted whenever fossil fuel is combusted, such as in automobiles, industrial operations and coal- or natural gas-fired power plants. The lawsuits allege that CO2 emitted by each company is a public nuisance as defined under state and federal common law because it has contributed to global warming. The lawsuits do not demand monetary damages. Instead, the lawsuits ask the court to order each utility to cap and reduce its CO2 emissions. In October 2004, Xcel Energy and four other utility companies filed a motion to dismiss the lawsuit, contending, among other reasons, that the lawsuit is an attempt to usurp the policy-setting role of the U.S. Congress and the president. On Sept. 19, 2005, the judge granted the defendants’ motion to dismiss on constitutional grounds. Plaintiffs filed an appeal to the Second Circuit Court of Appeals. Oral arguments were presented on June 7, 2006 and a decision on the appeal is pending.

Hoffman vs. Northern States Power Company — On March 15, 2006, a purported class action complaint was filed in Minnesota State District Court in Hennepin County, on behalf of NSP-Minnesota’s residential customers in Minnesota, North Dakota and South Dakota for alleged breach of a contractual obligation to maintain and inspect the points of connection between NSP-Minnesota’s wires and customers’ homes within the meter box. Plaintiffs claim NSP-Minnesota’s alleged breach results in an increased risk of fire and is in violation of tariffs on file with the MPUC. Plaintiffs seek injunctive relief and damages in an amount equal to the value of inspections plaintiffs claim NSP-Minnesota was required to perform over the past six years. NSP-Minnesota filed a motion for dismissal on the pleadings, which was heard on Aug. 16, 2006. In November 2006, the court issued an order denying NSP-Minnesota’s motion. On Nov. 28, 2006, pursuant to a motion by NSP-Minnesota, the court certified the issues raised in NSP-Minnesota’s original motion as important and doubtful. This certification permits NSP-Minnesota to file an appeal, and it has done so.

Comer vs. Xcel Energy Inc. et al. — On April 25, 2006, Xcel Energy received notice of a purported class action lawsuit filed in U.S. District Court for the Southern District of Mississippi. Although NSP-Minnesota is not named as a party to this litigation, if the litigation ultimately results in an unfavorable outcome for Xcel Energy, it could have a material adverse effect on NSP-Minnesota. The lawsuit names more than 45 oil, chemical and utility companies, including Xcel Energy, as defendants and alleges that defendants’ CO2 “were a proximate and direct cause of the increase in the destructive capacity of Hurricane Katrina.”  Plaintiffs allege in support of their claim, several legal theories, including negligence, and public and private nuisance and seek damages related to the loss resulting from the hurricane. Xcel Energy believes this lawsuit is without merit and intends to vigorously defend itself against these claims. On July 19, 2006, Xcel Energy filed a motion to dismiss the lawsuit in its entirety.

AmeriPride Services vs. NSP - In August 2006, a complaint was served on NSP-Minnesota, alleging that on or about Sept. 2, 2004, fires occurred on the premises of AmeriPride Services, a linen and apparel service facility in Minneapolis, and that the cause of the fire was NSP-Minnesota’s failure to properly repair a primary underground cable after two prior failures in the same cable. AmeriPride claims damages slightly in excess of $2 million, and asserts claims of negligence, gross negligence, negligent inspection and maintenance, negligent design, negligent failure to install equipment to discontinue power, negligent continuation of power, and negligent misrepresentation. The matter went to mediation on March 29, 2007, and a confidential settlement agreement was reached. The settlement will not have a material impact on NSP-Minnesota.

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Schiltgen vs. Northern States Power Co. et al. — In November 2006, a suit was filed against NSP-Minnesota and others in the Minnesota State District Court in Washington County, alleging that negligence on the part of NSP-Minnesota and others led to severe injuries when the plaintiff contacted an electrical distribution line while working with a portable grain auger. NSP-Minnesota denies all allegations asserted against it and will vigorously defend itself against them.

6.Short-Term Borrowings and Financing Activities

As of March 31, 2007, NSP-Minnesota had $153.0 million of short-term debt outstanding at a weighted average interest rate of 5.39 percent.

7.Derivative Valuation and Financial Impacts

NSP-Minnesota uses a number of different derivative instruments in connection with its utility commodity price, interest rate, short-term wholesale and commodity trading activities, including forward contracts, futures, swaps and options.

All derivative instruments not qualifying for the normal purchases and normal sales exception, as defined by SFAS 133 -“Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS 133), are recorded at fair value. The presentation of these derivative instruments is dependent on the designation of a qualifying hedging relationship. The adjustment to fair value of derivative instruments not designated in a qualifying hedging relationship is reflected in current earnings or as a regulatory balance. This classification is dependent on the applicability of any regulatory mechanism in place. This includes certain instruments used to mitigate market risk for NSP-Minnesota and all instruments related to the commodity trading operations. The designation of a cash flow hedge permits the classification of fair value to be recorded within Other Comprehensive Income, to the extent effective. The designation of a fair value hedge permits a derivative instrument’s gains or losses to offset the related results of the hedged item in the Consolidated Statements of Income.

NSP-Minnesota records the fair value of its derivative instruments in its Consolidated Balance Sheet as separate line items identified as Derivative Instruments Valuation in both current and noncurrent assets and liabilities.

Qualifying hedging relationships are designated as either a hedge of a forecasted transaction or future cash flow (cash flow hedge), or a hedge of a recognized asset, liability or firm commitment (fair value hedge). The types of qualifying hedging transactions that NSP-Minnesota is currently engaged in are discussed below.

Cash Flow Hedges

NSP-Minnesota enters into derivative instruments to manage variability of future cash flows from changes in commodity prices and interest rates. These derivative instruments are designated as cash flow hedges for accounting purposes, and the changes in the fair value of these instruments are recorded as a component of Other Comprehensive Income.

As of March 31, 2007, NSP-Minnesota had various commodity-related contracts designated as cash flow hedges extending through November 2007. The fair value of these cash flow hedges is recorded in either Other Comprehensive Income or deferred as a regulatory asset or liability. This classification is based on the regulatory recovery mechanisms in place. Amounts deferred in these accounts are recorded in earnings as the hedged purchase or sales transaction is settled. This could include the purchase or sale of energy or energy-related products, the use of natural gas to generate electric energy or gas purchased for resale.

As of March 31, 2007, NSP-Minnesota had no amounts in Accumulated Other Comprehensive Income related to commodity cash flow hedge contracts that are expected to be recognized in earnings during the next 12 months as the hedged transactions settle.

NSP-Minnesota enters into various instruments that effectively fix the interest payments on certain floating rate debt obligations or effectively fix the yield or price on a specified benchmark interest rate for a specific period. These derivative instruments are designated as cash flow hedges for accounting purposes and the change in the fair value of these instruments is recorded as a component of Other Comprehensive Income.

As of March 31, 2007, NSP-Minnesota had net gains of approximately $0.3 million in Accumulated Other Comprehensive Income that it expects to recognize in earnings during the next 12 months.

Gains or losses on hedging transactions for the sales of energy or energy-related products are recorded as a component of revenues, hedging transactions for fuel used in energy generation are recorded as a component of fuel costs, hedging transactions for gas purchased for resale are recorded as a component of gas costs and interest rate hedging transactions are recorded as a component of interest expense. NSP-Minnesota is allowed to recover in natural gas rates the costs of certain financial instruments acquired to reduce commodity cost volatility. There was no hedge ineffectiveness in the first quarter of 2007.

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The impact of qualifying cash flow hedges on NSP-Minnesota’s Accumulated Other Comprehensive Income, included as a component of stockholder’s equity, are detailed in the following table:

	Three months ended March 31,
(Millions of dollars)	2007			2006
Accumulated other comprehensive income related to cash flow hedges at Jan. 1	$	9.4		$	—
After-tax net unrealized losses related to derivatives accounted for as hedges	(0.5		)	—
After-tax net realized gains on derivative transactions reclassified into earnings	(0.1		)	—
Accumulated other comprehensive income related to cash flow hedges at March 31	$	8.8		$	—

Derivatives Not Qualifying for Hedge Accounting

NSP-Minnesota has commodity trading operations that enter into derivative instruments. These derivative instruments are accounted for on a mark-to-market basis in the Consolidated Statement of Income. The results of these transactions are recorded within Operating Revenues on the Consolidated Statement of Income.

NSP-Minnesota also enters into certain commodity-based derivative transactions not included in trading operations, which do not qualify for hedge accounting treatment. These derivative instruments are accounted for on a mark-to-market basis in accordance with SFAS 133.

Normal Purchases or Normal Sales Contracts

NSP-Minnesota enters into contracts for the purchase and sale of various commodities for use in its business operations. SFAS 133 requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempted from SFAS 133 as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. In addition, normal purchases and normal sales contracts must have a price based on an underlying that is clearly and closely related to the asset being purchased or sold. An underlying is a specified interest rate, security price, commodity price, foreign exchange rate, index of prices or rates, or other variable, including the occurrence or nonoccurrence of a specified event, such as a scheduled payment under a contract.

NSP-Minnesota evaluates all of its contracts when such contracts are entered to determine if they are derivatives and, if so, if they qualify to meet the normal designation requirements under SFAS 133. None of the contracts entered into within the commodity trading operations qualify for a normal designation.

Normal purchases and normal sales contracts are accounted for as executory contracts.

8. Detail of Interest and Other Income, Net

Interest and other income, net of nonoperating expenses, for the three months ended March 31 consisted of the following:

	Three months ended March 31,
(Thousands of dollars)	2007			2006
Interest income	$	2,038		$	1,887
Equity income in unconsolidated affiliates	330			265
Other nonoperating income	22			88
Employee-related insurance policy expenses	(1,355		)	(1,252		)
Other nonoperating expense	(4		)	(111		)
Total interest and other income, net	$	1,031		$	877

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9.Segment Information

NSP-Minnesota has two reportable segments, Regulated Electric Utility and Regulated Natural Gas Utility. Commodity trading operations are not a reportable segment and commodity trading results are included in the Regulated Electric Utility segment.

(Thousands of dollars)	Regulated Electric Utility		Regulated Natural Gas Utility		All Other		Reconciling Eliminations			Consolidated Total
Three months ended March 31, 2007
Revenues from:
External customers	$	792,554	$	348,215	$	4,866	$	—		$	1,145,635
Internal customers	213		3,829		—		(4,042		)	—
Total revenues	792,767		352,044		4,866		(4,042		)	1,145,635
Segment net income	$	17,287	$	21,463	$	3,753	$	—		$	42,503
Three months ended March 31, 2006
Revenues from:
External customers	$	720,404	$	361,964	$	5,345	$	—		$	1,087,713
Internal customers	69		921		—		(990		)	—
Total revenues	720,473		362,885		5,345		(990		)	1,087,713
Segment net income	$	39,964	$	15,681	$	3,297	$	—		$	58,942

10. Comprehensive Income

The components of total comprehensive income are shown below:

	Three months ended  March 31,
(Millions of dollars)	2007			2006
Net income	$	42.5		$	58.9
Other comprehensive income:
After-tax net unrealized losses related to derivatives accounted for as hedges (see Note 7)	(0.5		)	—
After-tax net realized gains on derivative transactions reclassified into earnings (see Note 7)	(0.1		)	—
Other comprehensive loss	(0.6		)	—
Comprehensive income	$	41.9		$	58.9

11. Benefit Plans and Other Postretirement Pension and other postretirement benefit disclosures below generally represent Xcel Energy consolidated information unless specifically identified as being attributable to NSP-Minnesota.

Components of Net Periodic Benefit Cost

	Three months ended March 31,
(Thousands of dollars)	2007			2006			2007			2006
Xcel Energy Inc.	Pension Benefits						Postretirement Health Care Benefits
Service cost	$	16,485		$	16,434		$	1,701		$	1,837
Interest cost	39,598			39,509			13,603			13,183
Expected return on plan assets	(65,891		)	(66,481		)	(7,618		)	(6,268		)
Amortization of transition obligation	—			—			3,611			3,645
Amortization of prior service cost (credit)	6,487			7,427			(545		)	(545		)
Amortization of net loss	3,867			4,511			4,994			6,523
Net periodic benefit cost	546			1,400				15,746			18,375
Credits not recognized due to the effects of regulation	2,680			2,425			—			—
Additional cost recognized due to the effects of regulation	—			—			973			973
Net benefit cost recognized for financial reporting	$	3,226		$	3,825		$	16,719		$	19,348
NSP-Minnesota
Net periodic benefit cost (credit)	$	(2,190	)	$	(2,123	)	$	4,084		$	4,163
Credits not recognized due to the effects of regulation	2,680			2,425			—			—
Net benefit cost recognized for financial reporting	$	490		$	302		$	4,084		$	4,163

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion of financial condition and liquidity for NSP-Minnesota is omitted per conditions set forth in general instructions H (1) (a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management’s narrative analysis and the results of operations set forth in general instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Forward-Looking Information

The following discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of NSP-Minnesota during the periods presented, or are expected to have a material impact in the future. It should be read in conjunction with the accompanying unaudited consolidated financial statements and notes.

Except for the historical statements contained in this report, the matters discussed in the following discussion and analysis are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words “anticipate,” “estimate,” “expect,” “objective,” “outlook,” “possible,” “potential” and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to:

•Economic conditions, including their impact on capital expenditures and the ability of NSP-Minnesota to obtain financing on favorable terms, inflation rates and monetary fluctuations;

•Business conditions in the energy business;

•Trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where NSP-Minnesota has a financial interest;

•Customer business conditions, including demand for their products or services and supply of labor and materials used in creating their products and services;

•Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Federal Energy Regulatory Commission and similar entities with regulatory oversight;

•Availability or cost of capital such as changes in: interest rates; market perceptions of the utility industry, NSP-Minnesota, Xcel Energy or any of its other subsidiaries; or security ratings;

•Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel, nuclear fuel or natural gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; nuclear or environmental incidents; or electric transmission or natural gas pipeline constraints;

•Employee workforce factors, including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages;

•Increased competition in the utility industry;

•State and federal legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters the electric and natural gas markets; industry restructuring initiatives; transmission system operation and/or administration initiatives; recovery of investments made under traditional regulation; nature of competitors entering the industry; retail wheeling; a new pricing structure; and former customers entering the generation market;

•Rate-setting policies or procedures of regulatory entities, including environmental externalities, which are values established by regulators assigning environmental costs to each method of electricity generation when evaluating generation resource options;

•Nuclear regulatory policies and procedures, including operating regulations and spent nuclear fuel storage;

•Social attitudes regarding the utility and power industries;

•Cost and other effects of legal and administrative proceedings, settlements, investigations and claims;

•Technological developments that result in competitive disadvantages and create the potential for impairment of existing assets;

•Significant slowdown in growth or decline in the U.S. economy, delay in growth or recovery of the U.S. economy or increased cost for insurance premiums, security and other items;

•Risks associated with implementation of new technologies; and

•Other business or investment considerations that may be disclosed from time to time in NSP-Minnesota’s SEC filings, including “Risk Factors” in Item 1A of NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2006, and Exhibit 99.01 to this report on Form 10-Q for the quarter ended March 31, 2007.

Market Risks

NSP-Minnesota is exposed to market risks, including changes in commodity prices and interest rates, as disclosed in Item 7A — Quantitative and Qualitative Disclosures About Market Risk in its Annual Report on Form 10-K for the year ended Dec. 31, 2006.

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Commodity price and interest rate risks for NSP-Minnesota are mitigated in most jurisdictions due to cost-based rate regulation. At March 31, 2007, there were no material changes to the financial market risks that affect the quantitative and qualitative disclosures presented as of Dec. 31, 2006.

NSP-Minnesota maintains trust funds, as required by the Nuclear Regulatory Commission, to fund certain costs of nuclear decommissioning. Those investments are exposed to price fluctuations in equity markets and changes in interest rates. However, because the costs of nuclear decommissioning are recovered through NSP-Minnesota rates, fluctuations in investment fair value do not affect NSP-Minnesota’s consolidated results of operations.

RESULTS OF OPERATIONS

NSP-Minnesota’s net income was approximately $42.5 million for the first three months of 2007, compared with approximately $58.9  million for the first three months of 2006.

Electric Utility, Short-term Wholesale and Commodity Trading Margins — Electric fuel and purchased power expense tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Due to fuel cost recovery mechanisms for retail customers, most fluctuations in energy costs do not significantly affect electric utility margin.

NSP-Minnesota has two distinct forms of wholesale sales: short-term wholesale and commodity trading. Short-term wholesale refers to energy related purchase and sales activity and the use of certain financial instruments associated with the fuel required for and energy produced from NSP-Minnesota’s generation assets and energy and capacity purchased to serve native load. Commodity trading is not associated with NSP-Minnesota’s generation assets or the energy or capacity purchased to serve native load. Short-term wholesale and commodity trading activities are considered part of the electric utility segment.

Margins from commodity trading activity conducted at NSP-Minnesota are partially redistributed to Public Service Company of Colorado and Southwestern Public Service Company, both wholly owned subsidiaries of Xcel Energy, pursuant to the joint operating agreement (JOA) approved by the FERC. Margins received pursuant to the JOA are reflected as part of Base Electric Utility Revenue. Trading revenues are reported net of trading costs in the Consolidated Statements of Income. Commodity trading costs include fuel, purchased power, transmission, broker fees and other related costs. Short–term wholesale and commodity trading margins reflect the estimated impact of regulatory sharing of margins, if applicable.

The following table details base electric utility, short-term wholesale and commodity trading revenues and margin:

(Millions of dollars)	Base Electric Utility			Short-term Wholesale			Commodity Trading			Consolidated Total
Three months ended March 31, 2007
Electric utility revenues (excluding commodity trading)	$	738		$	53		$	—		$	791
Electric fuel and purchased power	(321		)	(49		)	—			(370		)
Commodity trading revenues	—			—			41			41
Commodity trading costs	—			—			(39		)	(39		)
Gross margin before operating expenses	$	417		$	4		$	2		$	423
Margin as a percentage of revenues	56.5		%	7.5		%	4.9		%	50.8		%
Three months ended March 31, 2006
Electric utility revenues (excluding commodity trading)	$	683		$	34		$	—		$	717
Electric fuel and purchased power	(272		)	(23		)	—			(295		)
Commodity trading revenues	—			—			13			13
Commodity trading costs	—			—			(9		)	(9		)
Gross margin before operating expenses	$	411		$	11		$	4		$	426
Margin as a percentage of revenues	60.2		%	32.4		%	30.8		%	58.4		%

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The following summarizes the components of the changes in base electric revenues and base electric margin for the three months ended March 31:

Base Electric Revenues

(Millions of dollars)	2007 vs. 2006
Interchange agreement billing with NSP-Wisconsin	$	14
Fuel and purchased power cost recovery	13
Metropolitan emissions reduction project (MERP) rider	7
Estimated impact of weather	5
Transmission revenue	5
Firm wholesale	4
Sales growth (excluding weather impact)	3
Conservation and non-fuel riders	(3		)
Other	7
Total increase in base electric revenues	$	55

Base Electric Margin

(Millions of dollars)	2007 vs. 2006
MERP rider	$	7
Estimated impact of weather	4
Sales growth (excluding weather impact)	3
Interchange agreement billing with NSP-Wisconsin	3
Transmission fee classification change	(5		)
Purchased capacity costs	(5		)
Conservation and non-fuel riders	(3		)
Other	2
Total increase in base electric margin	$	6

Natural Gas Utility Margins — The following table details the change in natural gas revenues and margin. The cost of natural gas tends to vary with changing sales requirements and unit cost of natural gas purchases. However, due to purchased natural gas cost recovery mechanisms for retail customers, fluctuations in the cost of natural gas have little effect on natural gas margin.

	Three months  ended  March 31,
(Millions of dollars)	2007			2006
Natural gas utility revenues	$	348		$	362
Cost of natural gas sold and transported	(283		)	(305		)
Natural gas utility margin	$	65		$	57

The following summarizes the components of the changes in natural gas revenues and margin for the three months ended March 31:

Natural Gas Revenues

(Millions of dollars)	2007 vs. 2006
Purchased gas adjustment clause recovery	$	(38	)
Estimated impact of weather on firm sales volume	18
Interim base rate changes, subject to refund — Minnesota and North Dakota	4
Sales increase (excluding weather impact)	2
Total decrease in natural gas revenues	$	(14	)

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Natural Gas Margin

(Millions of dollars)	2007 vs. 2006
Interim base rate changes, subject to refund – Minnesota and North Dakota	$	4
Estimated impact of weather on firm sales volume	3
Sales increase (excluding weather impact)	2
Transportation and other	(1		)
Total increase in natural gas margin	$	8

Non-Fuel Operating Expense and Other Costs

Other Operating and Maintenance Expenses — The following summarizes the components of the changes in other utility operating and maintenance expense for the three months ended March 31:

(Millions of dollars)	2007 vs. 2006
Higher nuclear plant outage costs	$	18
Higher nuclear plant operation expenses	3
Higher combustion/hydro costs	3
Higher consulting fees	3
Higher employee benefit costs	2
Transmission fee classification change	(5		)
Lower information technology costs	(2		)
Lower conservation incentive program costs	(2		)
Other	3
Total increase in other utility operating and maintenance expense	$	23

Depreciation and Amortization – Depreciation and amortization expense increased by approximately $5.1 million, or 4.9 percent, for the first three months of 2007, compared with the first three months of 2006. The increase was primarily due to planned system expansion.

Interest Charges – Interest charges increased by approximately $4.9 million, or 12.4 percent, for 2007, compared with 2006. The increase was due to the issuance of new long-term debt in May 2006, partially offset by a July 2006 bond retirement. In addition, interest expense was accrued during the first three months of 2007 for the Minnesota electric interim rate and wholesale margin rate payer sharing refunds.

Allowance for funds used during construction, equity and debt (AFDC) – AFDC is an amount capitalized as a part of construction costs representing the cost of financing the construction. Generally, these costs are recovered from customers as the related property is depreciated. NSP-Minnesota’s MERP project consists of converting two coal-fueled electric generating plants located in the Minneapolis - St. Paul metropolitan area to natural gas, and installing advanced pollution control equipment at a third coal-fired plant. The projects are expected to begin operations between 2007 and 2009. AFDC, resulting in part from these projects, increased by approximately $3.3 million, or 51.8 percent for the first three months of 2007, compared with the the same period in 2006.

Income taxes – Income tax expense decreased by approximately $10.2 million for the first three months of 2007, compared with the first three months of 2006. The effective tax rate was 33.8 percent for the first three months of 2007, compared with 35.1 percent for the same period in 2006. The decreases in income tax expense and the effective tax rate were primarily due to a decrease in pretax income.

Regulation

Summary of Recent Federal Regulatory Developments

The FERC has jurisdiction over rates for electric transmission service in interstate commerce and electric energy sold at wholesale, hydro facility licensing, natural gas transportation, accounting practices and certain other activities of NSP-Minnesota. State and local agencies have jurisdiction over many of NSP-Minnesota’s activities, including regulation of retail rates and environmental matters. In addition to the matters discussed below, see Note 4 to the consolidated financial statements for a discussion of other regulatory matters.

FERC Rules Implementing Energy Policy Act of 2005 (Energy Act) — The Energy Act repealed the Public Utility Holding Company Act of 1935 effective Feb. 8, 2006. In addition, the Energy Act required the FERC to conduct several rulemakings to adopt new regulations to implement various aspects of the Energy Act. Since August 2005, the FERC has completed or initiated proceedings to modify its regulations on a number of subjects. In addition to the previous disclosure in Item 1 of NSP Minnesota’s Form 10-K for the year ended Dec. 31, 2006, the FERC issued final rules making certain reliability standards mandatory and subject to potential financial penalties up to $1 million per day per violation for non-compliance effective June 1, 2007.

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While NSP-Minnesota cannot predict the ultimate impact the new regulations will have on its operations or financial results, NSP-Minnesota is taking actions that are intended to comply with and implement these new rules and regulations as they become effective.

Electric Transmission Rate Regulation — The FERC also regulates the rates charged and terms and conditions for electric transmission services. FERC policy encourages utilities to turn over the functional control over their electric transmission assets and the related responsibility for the sale of electric transmission services to a Regional Transmission Organization (RTO). NSP-Minnesota is a member of the MISO. Each RTO separately files regional transmission tariff rates for approval by the FERC. All members within that RTO are then subjected to those rates.

On Feb. 15, 2007, the FERC issued final rules adopting revisions to its 1996 open access transmission rules. The final rules are effective May 14, 2007. NSP-Minnesota will be required to complete several compliance actions.

In addition, in January 2007, the FERC issued interim and proposed rules to modify its 2004 standards of conduct rules for electric and natural gas transmission providers, in response to a 2006 court appeal partially vacating the rules. The proposed rules would modify the current FERC rules governing the functional separation of the NSP-Minnesota electric transmission function from the wholesale sales and marketing function. The proposed rules are pending final FERC action.

While NSP-Minnesota cannot predict the ultimate impact the new regulations will have on its operations or financial results, NSP-Minnesota is taking actions that are intended to comply with and implement these new rules and regulations as they become effective.

Centralized Regional Wholesale Markets — FERC rules require RTOs to operate centralized regional wholesale energy markets. The FERC required the MISO to begin operation of a “Day 2” wholesale energy market on April 1, 2005. MISO uses security constrained regional economic dispatch and congestion management using locational marginal pricing (LMP) and Financial Transmission Rights (FTRs). The Day 2 market is intended to provide more efficient generation dispatch over the 15 state MISO region.

On Feb. 15, 2007, the MISO filed for FERC approval to establish a “Day 3” centralized regional wholesale ancillary services market (ASM) in 2008. The ASM would be co-optimized with the MISO Day 2 wholesale energy market, and is intended to provide further efficiencies in generation dispatch by allowing for regional regulation and contingency reserve services through a bid-based market mechanism. In addition, to implement the ASM, MISO would consolidate the operation of 22 existing North American Electric Reliability Council (NERC) approved balancing authorities (the entity responsible for maintaining reliable operations for a defined geographic region) into a single regional balancing authority. The ASM and balancing authority consolidation are expected to benefit NSP-Minnesota’s integrated operation by reducing the total cost of intermittent generation resources such as wind energy. The ASM and balancing authority consolidation proposals are pending FERC action.

Other Regulatory Matters

Excelsior Energy Inc. (Excelsior) — In December 2005, Excelsior an independent energy developer, filed a power purchase agreement with the MPUC seeking a declaration by the MPUC that NSP-Minnesota be compelled to enter into a power purchase agreement and purchase the output from each of two integrated gas combined cycle (IGCC) plants to be located in northern Minnesota as part of the Mesaba Energy Project. Excelsior filed this petition making claims pursuant to Minnesota statutes relating to an Innovative Energy Project and Clean Energy Technology. NSP-Minnesota opposed the petition.

The MPUC referred this matter to a contested case hearing to develop the facts and issues that must be resolved to act on Excelsior’s petition, including development of price information. The contested case proceeding considered a 603 megawatt (MW) unit in phase I and a second 603 MW unit in phase II of the Mesaba Energy Project.

On April 12, 2007, NSP-Minnesota received the administrative law judge’s findings of regarding phase I of the contested case. The findings were filed with the MPUC and constitutes a recommendation and is not binding upon the MPUC. The following summarize the four enumerated recommendations in the findings:

•In the event Excelsior’s petition asking the MPUC to approve, amend, or modify the terms and conditions of the power purchase agreement (PPA) be denied and that the PPA be disapproved.

•In the event the MPUC approves the PPA, that it first be amended through negotiations among Excelsior, NSP-Minnesota and the MDOC to address the deficiencies identified in the findings, then returned to the MPUC for final approval.

•Excelsior’s petition asking the MPUC to determine that the project and its IGCC technology is, or is likely to be, a least-cost resource, thus obligating NSP-Minnesota to use the plant’s generation for at least two percent of the energy supplied to NSP-Minnesota’s retail customers, be denied.

•Excelsior’s petition asking the MPUC to determine that at least 13 percent of the energy supplied to NSP-Minnesota’s retail customers should come from the Units I and II of the Mesaba Energy Project by 2013 be considered in phase 2 of this matter.

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Parties to the proceeding may file exceptions to the ALJs’ findings with the MPUC on or before May 2, 2007, and replies to exceptions on or before May 14, 2007. The MPUC is expected to schedule the case for hearing sometime thereafter. Phase 2 of the contested case is currently underway.

Renewable Energy Standard — The 2007 Minnesota legislature adopted a Renewable Energy Standard to replace the previous Renewable Energy Objective. The legislation requires NSP-Minnesota to acquire 30 percent of its energy requirements by 2020 from qualifying renewable sources, of which 25 percent must be wind energy. The legislation eliminates previous requirements stemming from the 1994 Prairie Island legislation, allows all NSP-Minnesota renewable resources to count toward meeting the standard and provides greater flexibility toward meeting the standard. NSP-Minnesota supported this legislation. Pursuant to current law, costs associated with complying with the standard are recoverable through automatic recovery mechanisms.

Base Load Acquisition Proceeding — On Nov. 1, 2006, NSP-Minnesota filed a proposal with the MPUC for a purchase of 375 MW of capacity and energy from Manitoba Hydro for the period 2015-2025 and the purchase of 380 MW of wind energy to fulfill the base load need identified in the 2004 resource plan. The proposal included a signed term sheet with Manitoba Hydro and a process to acquire the wind energy. Alternative suppliers were entitled to submit competing proposals to the MPUC by Dec. 18, 2006. An alternate supplier proposed a 375 MW share of a mine- mouth lignite circulating fluidized bed plant located in North Dakota and 380 MW of wind energy generation, with an option for Xcel Energy ownership in both components. The MPUC found both NSP-Minnesota’s proposal and the alternate proposal to be substantially complete and referred the matter to a contested case proceeding.

Additional Base Load Capacity Projects for Sherco, Monticello and Prairie Island — NSP-Minnesota has committed to file for necessary approvals for projects to increase the capacity and provide additional base load generation from its Sherco, Monticello and Prairie Island generating facilities by Sept. 1, 2007.

Transmission Certificates of Need — In December 2001, NSP-Minnesota proposed construction of various transmission system upgrades to provide transmission outlet capacity for up to 825 MW of renewable energy generation (wind and biomass) being constructed in southwest and western Minnesota. In March 2003, the MPUC granted four certificates of need to NSP-Minnesota, thereby approving construction, subject to certain conditions. The initial projected cost of the transmission upgrades was approximately $160 million. The MPUC granted a routing permit for the first major transmission facilities in the development program in 2004. The remaining routing permit proceedings were completed in 2005. In 2003, the MPUC also approved an RCR automatic adjustment mechanism that allows NSP-Minnesota to recover the revenue requirements associated with certain transmission investments for delivery of renewable energy resources. This rate mechanism has since been expanded to conform to Minnesota law authorizing rate rider recovery for all qualifying transmission investments.

In late 2006, NSP-Minnesota filed two applications for certificates of need with the MPUC for four additional transmission lines in southwestern Minnesota and Chisago County. NSP-Minnesota along with ten other transmission providers, have announced plans to file certificate of need applications by mid 2007 for three transmission lines serving Minnesota and parts of surrounding states.

FCA Investigation — In 2003, the MPUC opened an investigation to consider the continuing usefulness of fuel clause adjustments for electric utilities in Minnesota. There was no further activity until the MPUC issued a notice for comments on April 5, 2007, to continue the statewide investigation. Pursuant to the notice, utilities in Minnesota will have the opportunity to update the record on certain fuel clause related issues with comments due on April 30, 2007 after which the MPUC will likely decide whether or not to continue or close the investigation.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

NSP-Minnesota maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer (CEO) and chief financial officer (CFO), allowing timely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of NSP-Minnesota’s management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures, the CEO and CFO have concluded that NSP-Minnesota’s disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

No change in NSP-Minnesota’s internal control over financial reporting has occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NSP-Minnesota’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, various lawsuits and claims have arisen against NSP-Minnesota. After consultation with legal counsel, NSP-Minnesota has recorded an estimate of the probable cost of settlement or other disposition for such matters. See Notes 4 and 5 of the Financial Statements in this Quarterly Report on Form 10-Q for further discussion of legal proceedings, including Regulatory Matters and Commitments and Contingent Liabilities, which are hereby incorporated by reference. Reference also is made to Item 3 and Note 11 of NSP-Minnesota’s Annual Report on Form 10-K for the year ended Dec. 31, 2006 for a description of certain legal proceedings presently pending. Except as discussed herein, there are no new significant cases to report against NSP-Minnesota and there have been no notable changes in the previously reported proceedings.

AmeriPride Services vs. NSP - In August 2006, a complaint was served on NSP-Minnesota, alleging that on or about Sept. 2, 2004, fires occurred on the premises of AmeriPride Services, a linen and apparel service facility in Minneapolis, and that the cause of the fire was NSP-Minnesota’s failure to properly repair a primary underground cable after two prior failures in the same cable. AmeriPride claims damages slightly in excess of $2 million, and asserts claims of negligence, gross negligence, negligent inspection and maintenance, negligent design, negligent failure to install equipment to discontinue power, negligent continuation of power, and negligent misrepresentation. The matter went to mediation on March 29, 2007, and a confidential settlement agreement was reached. The settlement will not have a material impact on NSP-Minnesota.

Item 1A. Risk Factors

NSP-Minnesota’s risk factors are documented in Item 1A of Part I of its 2006 Annual Report on Form 10-K, which is incorporated herein by reference. There have been no material changes to the risk factors.

Item 6. Exhibits

The following Exhibits are filed with this report:

31.01	Principal Executive Officer’s and Principal Financial Officer’s certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.01	Statement pursuant to Private Securities Litigation Reform Act of 1995.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 30, 2007.

Northern States Power Co. (a Minnesota corporation)

(Registrant)

/s/ TERESA S. MADDEN

Teresa S. Madden

Vice President and Controller

/s/ BENJAMIN G.S. FOWKE III

Benjamin G.S. Fowke III

Vice President and Chief Financial Officer

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