Xcel Energy Inc. Common Stock Offering and Forward Sale Agreements

Davis Polk advised the forward purchaser in connection with the execution of forward sale agreements on 11,845,000 shares of Xcel Energy Inc.’s common stock (NASDAQ: XEL) in connection with an SEC-registered offering of an equal number of shares. The approximately 11.8 million shares include approximately 1.5 million shares purchased by the underwriter pursuant to its option to purchase additional shares. In connection with the forward sale agreements, the forward purchaser (or its affiliate and/or agent) borrowed an aggregate of 11,845,000 shares of Xcel Energy Inc.’s common stock (approximately 10.3 million shares in connection with the base forward sale agreement and 1.5 million shares in connection with the additional forward sale agreement executed in connection with the exercise by the underwriter of its option to purchase additional shares) from third parties and sold these shares to the underwriter. The net proceeds of the offering (assuming physical settlement of the forward sale agreements at the initial forward sale price), before expenses, are expected to be approximately $742.6 million.

Xcel Energy Inc. is a holding company with subsidiaries engaged primarily in the utility business. Xcel Energy Inc.’s continuing operations include the activity of four wholly owned utility subsidiaries that serve electric and natural gas customers in portions of Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

The Davis Polk equity derivatives team included partner Mark J. DiFiore and associate Stockton Bullitt. Partner Lucy W. Farr and associate Rebecca A. Rosen provided tax advice. All members of the Davis Polk team are based in the New York office.