Fortis Inc. · TSX:FTS

Fortis — Merger or Acquisition (December 2013)

27 slides from Fortis's merger presentation, December 2013

  1. Slide 1: Largest Investor-Owned Distribution Utility in Canada: Investor Presentation

    Largest Investor-Owned Distribution Utility in Canada Investor Presentation December 2013 A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provin

  2. Slide 2: Forward-Looking Statement

    Forward-Looking Statement Fortis includes forward-looking information in these materials within the meaning of applicable securities laws in Canada (“forward-looking information”), including forward-looking statements regarding, among other things, a potential acquisition opportunity, receipt of all

  3. Slide 3: Agenda

    Agenda 1. Fortis Today 2. Acquisition Rationale 3. UNS Energy Overview 4. Details of the Acquisition 5. Conclusion 3

  4. Slide 4: Fortis Today

    Largest Investor-Owned Distribution Utility in Canada Fortis Today 4

  5. Slide 5: Fortis Today

    Fortis Today • Largest investor-owned distribution utility in Canada 90% Regulated Assets (1)  Total assets of $17.6 billion ; ~90% are regulated utility assets  Fiscal 2012 revenue of $3.7 billion(2) Gas 34% Electic  $10.2 billion in midyear 2013 rate base 56%  More than 2.4 million electricity

  6. Slide 6: Strong EPS and Dividend Growth

    Strong EPS and Dividend Growth • Record 41 years of consecutive dividend increases • Over the past 10 years:  Dividends increased by a CAGR of ~9.7%  Average annualized total shareholder return of ~11.4% Increasing Dividends Paid to Shareholders 10-Year Average Annualized Total Return $1.60 (As at

  7. Slide 7: Rate Base Growth Drives Organic Earnings Growth

    Rate Base Growth Drives Organic Earnings Growth • Investment in energy infrastructure (rate base) to provide safe, reliable, cost-effective service to customers is the primary driver of earnings growth • 6-year capital spending program through 2018 is forecasted at $7.5 billion; resulting in a CAGR

  8. Slide 8: Acquisition Rationale

    Largest Investor-Owned Distribution Utility in Canada Acquisition Rationale 8

  9. Slide 9: Fortis Acquisition Offer

    Fortis Acquisition Offer • UNS Energy is a vertically integrated regulated utility operating in Arizona with ~505,000 electric and ~149,000 gas customers as at September 30, 2013 • US$60.25 per UNS Energy common share  Net purchase price of US$2.5 billion  Gross purchase price of US$4.3 billion(1)

  10. Slide 10: Fortis Acquisition Strategy

    Fortis Acquisition Strategy • Fortis has substantial experience in integrating newly acquired enterprises into the Fortis group  CH Energy (US$1.5 billion in EV) – Announced February 2012, closed June 2013  Terasen(1) ($3.7 billion in EV) – Announced February 2007, closed May 2007  Aquila(2) ($1.

  11. Slide 11: Acquisition Rationale

    Acquisition Rationale • Accretive to earnings per common share in first full year (1) • Diversification of regulated earnings • Supportive regulatory environment • Capital expenditures drive significant rate base growth  Generation diversification • Favourable local economic conditions support grow

  12. Slide 12: UNS Energy Overview

    Largest Investor-Owned Distribution Utility in Canada UNS Energy Overview 12

  13. Slide 13: UNS Energy Overview

    UNS Energy Overview • Vertically integrated regulated utility UNS Energy Arizona Service Territory operating across Arizona, headquartered in Tucson, serving ~505,000 electric and ~149,000 gas customers • Operates three regulated utilities:  Tucson Electric Power (“TEP”)  UNS Electric  UNS Gas •

  14. Slide 14: UNS Energy Overview (continued)

    UNS Energy Overview (continued) Subsidiary Total Assets Net Income(1) (as at Sept 30, 2013) (9 months ended Sept 30, 2013) US$B % US$MM % TEP $3.6 84 $96 85 UNS Electric $0.4 9 $11 10 UNS Gas $0.3 7 $6 5 Total $4.3 100 $113 100 (1) Does not include non-reportable segments 14

  15. Slide 15: Strong Historic Performance

    Strong Historic Performance • UNS Energy has generated strong cash flows from its regulated asset base and has provided its investors with stable dividend growth • Over the past 10 fiscal years through 2012:  Dividends per share have increased from US$0.60 to US$1.72, representing a CAGR of ~12.4%

  16. Slide 16: Current Generation Portfolio

    Current Generation Portfolio • UNS Energy currently owns or leases a combined generation resource of 2,420 MW(1) • Arizona state utilities primarily operate gas and coal generation UNS Energy Generating Capacity Total Generating Capacity of Arizona Utilities(2) Total: 2,420 MW Total: 16,200 MW 36% 3

  17. Slide 17: Details of Acquisition

    Largest Investor-Owned Distribution Utility in Canada Details of Acquisition 17

  18. Slide 18: Accretive to Fortis EPS

    Accretive to Fortis EPS • Accretive to Fortis earnings per common share in the first full year, excluding one-time acquisition-related expenses • TEP’s US$76 million rate order, primarily related to prior infrastructure investment, and the expiration and buyout of Springerville leases are the key dr

  19. Slide 19: Increased Diversification

    Increased Diversification • Significant opportunity to further diversify Fortis’ regulated assets, earnings and cash flows and improve risk profile • Based on financial information as at September 30, 2013, pro forma the Acquisition:  UNS Energy will represent 25% of total assets and 28% of operati

  20. Slide 20: Supportive Arizona Regulatory Environment

    Supportive Arizona Regulatory Environment • Arizona Corporation Commission (“ACC”) has constructive rate design structures for cost recovery: Mechanism Benefit Purchased Power and Designed to recover fuel and purchased power costs Fuel Adjustor Clause Environmental Designed to recover compliance cos

  21. Slide 21: Organic Growth through Capital Investments

    Organic Growth through Capital Investments • UNS Energy rate base is expected to continue to grow through additional capital investment in future years  Based on the projected increase in TEP’s ACC jurisdictional rate base to ~US$2.0 billion by 2015, from the current US$1.5 billion • UNS Energy has

  22. Slide 22: Generation Resource Diversification

    Generation Resource Diversification TEP Generation Capacity Mix Current 2020 Forecasted 28% 38% 49% 53% 9% 6% 3% 14% Utility Scale Renewables Natural Gas and Purchased Power Coal Energy Efficiency and Distributed Generation 22

  23. Slide 23: Generation Resource Diversification

    Generation Resource Diversification Springerville Unit 1 Gila River • TEP has elected to purchase leased interests • In August 2013, UNS Energy entered into comprising of 35.4% of Unit 1 of the exclusive negotiations with Entegra to Springerville generating station purchase Unit 3 of the Gila River

  24. Slide 24: Growth Opportunities in Arizona

    Growth Opportunities in Arizona • The Arizona economy continues to generate solid economic growth, with job growth at 2.0% over the past year, above the national rate of 1.6% • Favourable state economic drivers will support Arizona growth opportunity  Annual growth in jobs, retail sales and persona

  25. Slide 25: Experienced Management Team

    Experienced Management Team Key Executives Paul Bonavia – Chairman & CEO David Hutchens – President & COO Paul J. Bonavia is Chairman and Mr. Hutchens is President and Chief Chief Executive Officer of UNS Operating Officer of UNS Energy, Energy, TEP and UniSource Energy TEP and UniSource Energy Serv

  26. Slide 26: Conclusion

    Largest Investor-Owned Distribution Utility in Canada Conclusion 26

  27. Slide 27: UNS Energy Acquisition Summary

    UNS Energy Acquisition Summary • Acquiring UNS Energy provides Fortis with a significant opportunity to expand its US utility presence in the US southwest and includes the following benefits:  Accretive to earnings per common share in first full year (1)  Diversification of regulated earnings  Su

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