Xcel Energy 2010 Annual Report Download - page 113

103
7. Preferred and Common Stock
Preferred Stock — Xcel Energy has authorized 7,000,000 shares of preferred stock with a $100 par value. At Dec. 31, 2010 and
2009, Xcel Energy had six series of preferred stock outstanding, redeemable at its option at prices ranging from $102 to $103.75
per share plus accrued dividends. The holders of the $3.60 series preferred stock are entitled to three votes per each share held.
The holders of the other series of preferred stock are entitled to one vote per share. In the event dividends payable on the preferred
stock of any series outstanding is in arrears in an amount equal to four quarterly dividends, the holders of preferred stocks, voting
as a class, are entitled to elect the smallest number of directors necessary to constitute a majority of the Board of Directors. The
holders of common stock, voting as a class, are entitled to elect the remaining directors.
The charters of some of Xcel Energy’s subsidiaries also authorize the issuance of preferred stock. However, at Dec. 31, 2010 and
2009, there were no preferred shares of subsidiaries outstanding. The following table lists preferred shares by subsidiary:
Preferred
Shares
Authorized Par Value
Preferred
Shares
Outstanding
SPS .......................................................................... 10,000,000 $ 1.00 None
PSCo ......................................................................... 10,000,000 0.01 None
Common Stock — In August 2010, Xcel Energy entered into forward agreements in connection with a public offering of 21.85
million shares of Xcel Energy common stock. Under the forward agreements, Xcel Energy agreed to issue to the banking
counterparty 21.85 million shares of its common stock, including an over allotment of 2.85 million shares.
On Nov. 29, 2010, Xcel Energy settled the forward agreements by physically delivering 21.85 million shares of common stock
and receiving cash proceeds of $449.8 million. The forward price used to determine cash proceeds was calculated based on the
August 2010 public offering price of Xcel Energy’s common stock, adjusted for underwriting fees, as well as a daily adjustment
based on the federal funds rate less a spread of 0.50 percent, and a decrease to reflect the dividend paid on Xcel Energy’s common
stock in October 2010.
The equity forward instruments were accounted for as equity and recorded at fair value at the execution of the forward
agreements, and were not subsequently adjusted for changes in fair value until settlement. Based upon the market terms of the
equity forward instruments, including initial pricing of $20.855 per share determined based on the August 2010 offering price of
Xcel Energy’s common stock of $21.50 per share less underwriting fees of $0.645 per share, and as no premium on the
transaction was due either party to the forward agreements at execution, no fair value was recorded to equity for the instruments
when the forward agreements were entered. At settlement, the proceeds of $449.8 million were recorded to common stock and
additional paid in capital.
In September 2008, Xcel Energy issued 17,250,000 shares of common stock to underwriters at a price of $20.10 per share. The
underwriters re-offered the shares to the public at a price of $20.20 per share plus a commission of $0.05 per share from the
purchasers.
Common Stock Equivalents — Xcel Energy has common stock equivalents consisting of equity forward instruments, 401(k)
equity awards and stock options. Restricted stock units and performance shares are included as common stock equivalents when
all necessary conditions for issuance have been satisfied by the end of the reporting period.