Issuers Entering Into Forward Sales Agreements for Shelf Offerings

NiSource Inc. Form 424B2 on 9/9/10 (SEC file no. 333-148239)
Xcel Energy Inc. Form 424B2 on 8/4/10 (file no. 333-161521)
Regency Centers Corp. Form 424B5 on 12/7/09 (file no. 333-158635)

In connection with equity shelf takedown offerings of common stock, each filer of the prospectus supplements listed above entered into forward sales agreements with affiliates of the underwriters (the "forward purchaser").  At the request of the issuer, the underwriter, acting as agent for the forward purchaser (the "forward seller" in such agency capacity), borrows a fixed number of common shares from third parties which are sold to underwriters.  If the forward sellers are unable to borrow all of these shares of common stock, the company will issue and sell a number of shares equal to the number of shares that the forward sellers do not borrow and sell.


Before any issuance of common stock upon physical settlement of the forward sale agreements, the forward sale agreements will be reflected in diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares that would be issued upon physical settlement of the forward sale agreements over the number of shares that could be purchased by the issuer in the market (based on the average market price during the period) using the proceeds receivable upon settlement (based on the adjusted forward sale price).

If the issuer elects to cash or net share settle the forward sale agreement, the forward purchaser or its affiliate would be expected to purchase shares of common stock in secondary market transactions for delivery to stock lenders in order to close out its short position (in the case of net share settlement, taking into account the shares of common stock, if any, the issuer is required to deliver to the forward purchaser) and, if applicable in connection with net share settlement, to deliver shares to the company.