UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
AVANGRID, INC.
(Name of the Issuer)
Avangrid, Inc.
Iberdrola, S.A.
Arizona Merger Sub, Inc.
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05351W103
(CUSIP Number of Class of Securities)
David Mesonero Molina Iberdrola, S.A. Plaza de Euskadi, 5 48009 Bilbao Spain +34 91 784 3232 |
R. Scott Mahoney Avangrid, Inc. 180 March Hill Road Orange, Connecticut 06477 (207) 629-1190 |
With copies to:
Juanma de Remedios, Esq. 28006 Madrid, Spain +34 91 787 6300 |
Robert N. Chung, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 |
Chang-Do Gong, Esq. Clifford Chance US LLP Two Manhattan West 375 9th Avenue New York, New York 10001 (212) 878-8000 |
David Kurzweil, Esq. Eyal Orgad, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1307 |
Jeffrey D. Marell, Esq. Ravi Purohit, Esq. Steven J. Williams, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 |
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. | ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) ((§§240.13e-3(c)) under the Securities Exchange Act of 1934. | ||
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. | ☐ | A tender offer. | ||
d. | ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (this Transaction Statement), is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Exchange Act), jointly by the following persons (each, a Filing Person, and, collectively, the Filing Persons): (i) Avangrid, Inc., a New York corporation (the Company), (ii) Iberdrola, S.A., a corporation organized under the laws of Spain (Parent), and (iii) Arizona Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (Merger Sub).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 17, 2024 (as it may be amended from time to time, the Merger Agreement), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, upon consummation of the Merger, each share of the common stock, par value $0.01 per share, of the Company (Avangrid Common Stock) outstanding immediately prior to the effective time of the Merger (other than the Excluded Shares (as defined in the Proxy Statement)), will be converted into the right to receive $35.75 in cash, without interest. Following consummation of the Merger, there will be no further market for the shares of Avangrid Common Stock, the shares of Avangrid Common Stock will no longer be publicly traded and will be delisted from the New York Stock Exchange (NYSE). As a result of the Merger, holders of Avangrid Common Stock, other than Parent, will cease to have any ownership interest in the Company and will no longer have any interest in the Companys future earnings, growth or value.
Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the Proxy Statement) pursuant to Regulation 14A of the Exchange Act relating to its annual meeting of the shareholders of the Company at which, among other things, the holders of Avangrid Common Stock will be asked to consider and vote on a proposal to adopt the Merger Agreement. The Merger cannot be consummated unless the Merger Agreement is adopted by the affirmative vote of (i) the holders of a majority of all outstanding shares of Avangrid Common Stock, (ii) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Companys shareholders other than Parent and the Parent Controlled Affiliates (as defined in the Proxy Statement), and (iii) the holders of a majority of all outstanding shares of Avangrid Common Stock held by the Unaffiliated Shareholders (as defined in the Proxy Statement) (the vote described in the foregoing clauses (i) through (iii), collectively, the Company Requisite Vote). A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i). A copy of the Merger Agreement is attached as Annex A to the Proxy Statement and is incorporated herein by reference.
Consistent with the requirements of the shareholder agreement dated December 16, 2015, between the Company and Parent, the board of directors of the Company (the Board) delegated to the unaffiliated committee of the Board comprised solely of independent and disinterested directors (the Unaffiliated Committee) the full authority to, among other things, examine, evaluate, negotiate the terms, conditions and advisability of a transaction involving the Company and Parent or any other strategic transaction, including with a third party, that may be available to the Company. The Unaffiliated Committee, as more fully described in the Proxy Statement, evaluated the Merger, with the assistance of its own independent legal and financial advisors. At the conclusion of its review, the Unaffiliated Committee unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and the Unaffiliated Shareholders, (iii) recommended that the Board authorize and approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (iv) recommended that the Board recommend that the shareholders of the Company adopt the Merger Agreement.
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The Board, acting upon the unanimous recommendation of the Unaffiliated Committee, unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and the shareholders, including the Unaffiliated Shareholders, (iii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, (iv) resolved to recommend that the shareholders of the Company adopt the Merger Agreement and (v) directed that the Merger Agreement be submitted to the shareholders of the Company for their adoption at a duly held meeting of such shareholders for such purpose. In addition, the Unaffiliated Committee and the Board believe that the Merger is fair to Avangrids unaffiliated security holders, as such term is defined in Rule 13e-3 promulgated under the Exchange Act.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.
All capitalized terms used but not expressly defined in this Transaction Statement shall have the respective meanings given to them in the Proxy Statement.
All information concerning each Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.
Item 1. Summary Term Sheet
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Item 2. Subject Company Information
(a) | Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the MergerThe Parties to the Merger
Questions and Answers about the Annual Meeting and the Merger
The Parties to the Merger AgreementAvangrid, Inc.
Important Additional Information Regarding Avangrid
Important Additional Information Regarding Parent and Merger Sub
(b) | Securities. The subject class of equity securities is common stock, par value $0.01 per share, of the Company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Questions and Answers about the Annual Meeting and the Merger
Summary Term Sheet Relating to the MergerRecord Date and Quorum
The Annual MeetingRecord Date and Quorum
Important Additional Information Regarding AvangridSecurity Ownership of Management and Certain Beneficial Owners
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(c) | Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: |
Important Additional Information Regarding AvangridMarket Price of Avangrid Common Stock
(d) | Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
The Merger AgreementConduct of Business Pending the Merger
Important Additional Information Regarding AvangridDividends
(e) | Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: |
Important Additional Information Regarding AvangridPrior Public Offerings
(f) | Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: |
Important Additional Information Regarding AvangridTransactions in Avangrid Common Stock
Item 3. Identity and Background of Filing Person.
(a)-(c) | Name and Address; Business and Background of the Entities; Business and Background of Natural Persons. Avangrid, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the MergerThe Parties to the Merger Agreement
Questions and Answers about the Annual Meeting and the Merger
The Parties to the Merger Agreement
Directors
Important Additional Information Regarding Avangrid
Important Additional Information Regarding Parent and Merger Sub
Item 4.Terms of the Transaction
(a) | Material Terms. |
(1) | Tender Offers. Not applicable. |
(2) | Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsParents Purpose and Reason for the Merger
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Special FactorsPosition of the Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Special FactorsTreatment of Company Equity-Based Awards in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsRegulatory Approvals
Special FactorsAnticipated Accounting Treatment of the Merger
The Annual MeetingRequired Votes
The Merger AgreementPer Share Merger Consideration
The Merger AgreementExchange Procedures
The Merger AgreementTreatment of Company Equity-Based Awards in the Merger
The Merger AgreementConditions to the Merger
Annex AMerger Agreement
(c) | Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
The Merger AgreementPer Share Merger Consideration
The Merger AgreementExchange Procedures
The Merger AgreementIndemnification; Directors and Officers Insurance
The Merger AgreementEmployee Matters
Annex AMerger Agreement
(d) | Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the MergerNo Appraisal Rights
Questions and Answers about the Annual Meeting and the Merger
Special FactorsNo Appraisal Rights for Avangrid Common Shareholders
(e) | Provisions for Unaffiliated Security Holders. None. |
(f) | Eligibility for Listing or Trading. Not applicable. |
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Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) | Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
The Merger Agreement
Certain Relationships and Related Party Transactions
Important Additional Information Regarding Avangrid, Inc.Transactions in Avangrid Common Stock
Annex AMerger Agreement
(b)-(c) | Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsParents Purposes and Reasons for the Merger
Special FactorsPosition of the Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
The Merger Agreement
Certain Relationships and Related Party Transactions
Important Additional Information Regarding AvangridTransactions in Avangrid Common Stock
Agreements with Parent Involving Avangrid Common Stock
Annex AMerger Agreement
(e) | Agreements Involving the Subject Companys Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsCertain Effects of the Merger
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Special FactorsIntent of Avangrids Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
The Annual MeetingRequired Votes
The Merger Agreement
Important Additional Information Regarding AvangridTransactions in Avangrid Common Stock
Certain Relationships and Related Party Transactions
Important Additional Information Regarding AvangridSecurity Ownership of Management and Certain Beneficial Owners
Agreements with Parent Involving Avangrid Common Stock
Annex AMerger Agreement
Item 6. Purposes of the Transaction, and Plans or Proposals
(b) | Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsTreatment of Company Equity-Based Awards
Special FactorsIntent of Avangrids Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Special FactorsDelisting and Deregistration of Avangrid Common Stock
The Merger AgreementPer Share Merger Consideration
The Merger AgreementTreatment of Company Equity-Based Awards
The Merger AgreementStock Exchange Delisting
Annex AMerger Agreement
(c)(1)-(8) | Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
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Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsParents Purpose and Reason for the Merger
Special FactorsCertain Effects of the Merger
Special FactorsTreatment of Company Equity-Based Awards
Special FactorsPlans for Avangrid After the Merger
Special FactorsIntent of Avangrids Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Special FactorsTreatment of Company Equity-Based Awards
Special FactorsDelisting and Deregistration of Avangrid Common Stock
The Merger AgreementStructure of the Merger
The Merger AgreementWhen the Merger Becomes Effective
The Merger AgreementCertificate of Incorporation and Bylaws, Directors and Officers
The Merger AgreementPer Share Merger Consideration
The Merger AgreementTreatment of Company Equity-Based Awards in the Merger
The Merger AgreementStock Exchange Delisting
Important Additional Information Regarding AvangridDividends
Annex AMerger Agreement
Item 7. Purposes, Alternatives, Reasons and Effects
(a) | Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsOpinion of Financial Advisor to the Unaffiliated Committee
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
Annex BOpinion of Moelis & Company
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(b) | Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
(c) | Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsOpinion of Financial Advisor to the Unaffiliated Committee
Special FactorsOpinion of Financial Advisor to Parent
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
Annex BOpinion of Moelis & Company LLC
Annex COpinion of Morgan Stanley & Co. LLC
(d) | Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
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Special FactorsRecommendation of the Board
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsPlans for Avangrid After the Merger
Special FactorsCertain Effects of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Special FactorsFees and Expenses
Special FactorsDelisting and Deregistration of Avangrid Common Stock
Special FactorsTreatment of Company Equity-Based Awards
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsAnticipated Accounting Treatment of the Merger
The Merger AgreementThe Structure of the Merger
The Merger AgreementWhen the Merger Becomes Effective Time
The Merger AgreementPer Share Merger Consideration
The Merger AgreementExchange Procedures
The Merger AgreementTreatment of Company Equity-Based Awards
The Merger AgreementIndemnification; Directors and Officers Insurance
Annex AMerger Agreement
Item 8. Fairness of the Transaction
(a)-(b) | Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsOpinion of Financial Advisor to the Unaffiliated Committee
Special FactorsOpinion of Financial Advisor to Parent
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Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Annex BOpinion of Moelis & Company LLC
Annex COpinion of Morgan Stanley & Co. LLC
The presentations, dated April 22, 2024, April 25, 2024, May 2, 2024, May 6, 2024 and May 17, 2024, of Moelis & Company LLC to the Unaffiliated Committee are attached hereto as Exhibits (c)(2) through (c)(6) and are incorporated herein by reference.
The presentations, dated January 10, 2024, February 3, 2024, February 25, 2024, February 26, 2024, March 4, 2024, April 30, 2024, May 6, 2024, May 8, 2024 and May 16, 2024, of Morgan Stanley & Co. LLC to Parent are attached hereto as Exhibits (c)(8) through (c)(16) and are incorporated herein by reference.
(c) | Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
The Annual MeetingRequired Votes
Proposal OneThe Merger Agreement Proposal
The Merger AgreementConditions to the Merger
Annex AMerger Agreement
(d) | Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsOpinion of Financial Advisor to the Unaffiliated Committee
Special FactorsOpinion of Financial Advisor to Parent
(e) | Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
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Special FactorsRecommendation of the Board
Special FactorsIntent of Avangrids Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
(f) | Other Offers. Not applicable. |
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)-(c) | Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsOpinion of Financial Advisor to the Unaffiliated Committee
Special FactorsOpinion of Financial Advisor to Parent
Where You Can Find Additional Information
Annex BOpinion of Moelis & Company
Annex COpinion of Morgan Stanley & Co. LLC
The presentations, dated April 22, 2024, April 25, 2024, May 2, 2024, May 6, 2024 and May 17, 2024, of Moelis & Company LLC to the Unaffiliated Committee are attached hereto as Exhibits (c)(2) through (c)(6) and are incorporated herein by reference.
The presentations, dated January 10, 2024, February 3, 2024, February 25, 2024, February 26, 2024, March 4, 2024, April 30, 2024, May 6, 2024, May 8, 2024 and May 16, 2024, of Morgan Stanley & Co. LLC to Parent are attached hereto as Exhibits (c)(8) through (c)(16) and are incorporated herein by reference.
The report, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Avangrid Common Stock or any representative thereof who has been so designated in writing, and copies may be obtained by requesting them in writing from the Company at the email address provided under the caption Where You Can Find Additional Information in the Proxy Statement, which is incorporated herein by reference.
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Item 10. Source and Amounts of Funds or Other Consideration
(a)-(b) | Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
(c) | Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsFees and Expenses
The Annual MeetingSolicitation of Proxies
The Merger AgreementExpenses
Annex AMerger Agreement
(d) | Borrowed Funds. Not applicable. |
Item 11. Interest in Securities of the Subject Company
(a) | Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Certain Relationships and Related Party Transactions
Important Additional Information Regarding AvangridSecurity Ownership of Management and Certain Beneficial Owners
Important Additional Information Regarding Avangrid Transactions in Avangrid Common Stock
Agreements with Parent Involving Avangrid Common Stock
(b) | Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Important Additional Information Regarding Avangrid Transactions in Avangrid Common Stock
Certain Relationships and Related Party Transactions
Annex AMerger Agreement
Item 12. The Solicitation or Recommendation
(d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
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Questions and Answers about the Annual Meeting and the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Special FactorsIntent of Avangrids Directors and Executive Officers to Vote in Favor of the Merger
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
The Annual MeetingRequired Votes
Important Additional Information Regarding Avangrid Transactions in Avangrid Common Stock
(e) | Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Relating to the Merger
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsParents Purpose and Reason for the Merger
Special FactorsPosition of Parent as to Fairness of the Merger
Proposal OneThe Merger Agreement Proposal
Item 13. Financial Statements
(a) | Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Important Additional Information Regarding AvangridHistorical Selected Consolidated Financial Information
Important Additional Information Regarding AvangridBook Value Per Share
Where You Can Find Additional Information
The audited consolidated financial statements set forth in Item 8 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the unaudited condensed consolidated financial statements set forth in Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 are incorporated herein by reference.
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(b) | Pro Forma Information. Not applicable. |
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a)-(b) | Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Questions and Answers about the Annual Meeting and the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Unaffiliated Committee; Fairness of the Merger
Special FactorsRecommendation of the Board
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Special FactorsFees and Expenses
The Annual MeetingSolicitation of Proxies
Item 15. Additional Information
(b) | Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
Special FactorsInterests of Avangrids Directors and Executive Officers in the Merger
Proposal FourThe Compensation Proposal
Executive Compensation
(c) | Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference. |
Item 16. Exhibits
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SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of June 21, 2024
AVANGRID, INC. | ||
By: | /s/ R. Scott Mahoney | |
Name: | R. Scott Mahoney | |
Title: | Senior Vice President General Counsel and Corporate Secretary | |
By: | /s/ Justin B. Lagasse | |
Name: | Justin B. Lagasse | |
Title: | Senior Vice President Chief Financial Officer and Controller | |
IBERDROLA, S.A. | ||
By: | /s/ David José Mesonero Molina | |
Name: | David José Mesonero Molina | |
Title: | Global Head of Corporate Development | |
ARIZONA MERGER SUB, INC. | ||
By: | /s/ África Benito de Valle Villalba | |
Name: | África Benito de Valle Villalba | |
Title: | Authorized Signatory | |
By: | /s/ Gonzalo Cerón Hernández | |
Name: | Gonzalo Cerón Hernández | |
Title: | Authorized Signatory |
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Exhibit (c)(2) Project Discussion Materials for Lean the Special Committee April 22, 2024 Content must not go below this line
Table of contents 1. Situation overview 2 2. Context for evaluating the proposal 9 3. Overview of financial projections 14 4. Selected publicly traded companies overview 20 5. Appendix 25 Content must not go below this line Confidential | 1
1. Situation overview Content must not go below this line Confidential | 2
Situation overview The Special Committee of “Arizona” (or the “Company”) is evaluating a proposal made by its majority shareholder, “Indiana”, to acquire the publicly traded shares of Arizona it does not already own • On March 6, Indiana submitted a written, non-binding proposal (“Indicative Offer”) to acquire the common shares of Arizonae it d s o not already own at an offer price of $34.25 o Indiana also submitted a list of requested diligence items alongside the Indicative Offer o Indiana and Arizona issued press releases on the existence of the Indicative Offer on March 7 (the “Offer Announcement”) • Following the offer, a Special Committee of independent and disinterested directors was assembled; the Special Committee subsequently retained Paul Weiss as counsel • On March 26, Moelis met with the Special Committee and was subsequently asked to be its financial advisor o Moelis was formally engaged by the Special Committee on March 27 • Since being engaged, Moelis has engaged in business and financial diligence on Arizona o Moelis has received access to a virtual data room as well as access to Arizona management, including several diligence calls • On April 4, the Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence and next steps • On April 9, at the request of the Company’s second largest shareholder (the “Shareholder”), the Special Committee and m M eto elis with the Shareholder to listen to the Shareholder’s perspective on the Indicative Offer. The Special Committee, Moelis ul and Pa Weiss also met separately to discuss Moelis’ diligence and next steps • During the week of April 8, Arizona held regularly scheduled Board and committee meetings o The Audit Committee reviewed projections for 2024 – 2030 with the Chief Financial Officer (“CFO”) o The Board of Directors subsequently approved the 2024 – 2026 projections (non-independent directors from Iberdrola recused themselves from the vote) Content must not go below this line Confidential | 3
Summary of Moelis work • March 18: Moelis signed a confidentiality agreement and subsequently received access to the Indicative Offer • March 25: Moelis sent the Special Committee a disclosure letter outlining its relationships with certain parties that could be involved in a potential transaction • March 26: Moelis presented a pitch to the Special Committee, including Moelis’ credentials and other information related to Moelis’ views on the broader market and the Indicative Offer • March 27: Moelis was formally engaged by the Special Committee • March 28: Moelis submitted a preliminary list of diligence requests to Arizona management • March 29: Moelis received access to a virtual data room populated with preliminary responses to its information requests • April 3: Moelis held three calls with Arizona management, including calls with the Company’s Chief Executive Officer, Chief Financial Officer, and leaders of the Company’s Networks and Renewables businesses. Throughout early April, Moelis also submitted several follow up diligence requests to the Company • April 4: The Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence and next steps • April 8: Moelis held an additional diligence call on the Networks business with Arizona management • April 9: Moelis attended a meeting with the Shareholder. The Special Committee, Moelis and Paul Weiss also met separately to discuss Moelis’ diligence and next steps • April 15: Moelis participated in a call with Morgan Stanley (Indiana’s financial advisor) and the Company to discuss diligence information provided to Indiana Content must not go below this line Confidential | 4
Summary of information received and ongoing diligence The commentary below summarizes the information received by Moelis to date from Arizona and the key diligence items that remain outstanding • Indiana’s non-binding proposal to acquire the remaining ~18.4% of Arizona common stock not owned by Indiana or its affiliates for $34.25 per share in cash • Arizona management’s long -term financial forecast covering 2024E-2030E on both a consolidated and segmented basis across Networks, Renewables and Holding. The forecasts included an income statement, balance sheet and cash flow statement for the consolidated business and for all three segments • Moelis held discussions with Arizona management regarding the business and the long-term financial forecast • Detail on annual capex, planned divestitures, Arizona’s 2024 budget and its -to yea -da r te performance on both a Information consolidated and segmented basis received from • Detail on Renewables segment production tax credits and investment tax credits 1 Arizona • Recent presentations to the Board of Directors, Executive Committee and Rating Agencies, including precedent forecasts used in such presentations • Key business diligence information, including but not limited to key performance indicators (“KPIs”) • Summary of contractual obligations, debt and equity capitalization and a detailed build to fully diluted shares outstanding • Other relevant information including detail on communication with investors following announcement of the Proposal and marketing materials used by the Company for other M&A processes Key diligence items to be • Long-term Renewables cash flow profile addressed Content must not go below this line Confidential | 5 1. List of information received is not exhaustive
Summary of the Indicative Offer On March 6, 2024, Indiana submitted the Indicative Offer to acquire all of the outstanding shares of common stock of Arizona that are not already owned by Indiana (the “Proposed Transaction”) Select key transaction terms Price / • $34.25 per share in cash for all of the outstanding shares of common stock of Arizona that are not already owned by Indiana consideration Financing • The Proposed Transaction would not be conditioned on Indiana obtaining financing for the Proposed Transaction • Indiana believes that it can complete customary legal, operational, financial and accounting due diligence for the Proposed Transaction in a timely manner Due diligence • Given Indiana’s existing controlling stake in and history with the Company, Indiana anticipates performing only limited ili ge du nc e e d prior to executing the definitive transaction documentation Willingness to • Indiana is interested only in pursuing the Proposed Transaction and does not intend to sell Indiana’s stake in the Com anpa y ny to engage with other third party parties • Increasing exposure to the US and Networks as a source of 80% of Arizona’s Net Profit comes from Networks • Investment opportunities, mostly in Networks Indiana’s stated transaction • Arizona’s leverage and dividend payout ratios constraining future growth and new investment opportunities in the US 1 rationale • Simplifying Arizona’s corporate governance structure • Arizona’s market performance reduces its value as a currency Content must not go below this line Source: Indiana’s non-binding offer letter dated 03/06/2024 Confidential | 6 1. Per page 13 of Indiana’s ESG and Capital Markets Day Presentation dated 03/21/2024
Indiana’s Proposal in context: premia and implied multiples Unaffected Offer Price Current 3/6/2024 3/7/2024 4/19/2024 Share Price Sensitivity ($ in billions, except per share amounts) Share Price $32.08 $34.25 $36.87 $37.00 $38.00 $39.00 $40.00 $41.00 $42.00 1 $12.5 $13.3 $14.3 $14.4 $14.7 $15.1 $15.5 $15.9 $16.3 Market Capitalization 1 $25.6 $26.5 $27.5 $27.6 $27.9 $28.3 $28.7 $29.1 $29.5 Enterprise Value ∆ between offer price of $34.25 and current share price of 2 $36.87 represents ~6 quarters of dividend payments Implied Offer Premiums Statistic Current Trading $36.87 (13%) (7%) – 0% 3% 6% 8% 11% 14% Unaffected Share Price 32.08 – 7% 15% 15% 18% 22% 25% 28% 31% Indiana Offer Price 34.25 (6%) – 8% 8% 11% 14% 17% 20% 23% 30-day VWAP (Unaffected) 31.07 3% 10% 19% 19% 22% 26% 29% 32% 35% % of 52 Week High 41.12 (22%) (17%) (10%) (10%) (8%) (5%) (3%) (0%) 2% % of 52 Week Low 28.36 13% 21% 30% 30% 34% 38% 41% 45% 48% Implied P / E Multiples Statistic 2024E $2.25 14.3x 15.2x 16.4x 16.4x 16.9x 17.3x 17.8x 18.2x 18.7x 3 2025E 2.43 13.2x 14.1x 15.2x 15.2x 15.6x 16.0x 16.5x 16.9x 17.3x Consensus 2026E 2.52 12.7x 13.6x 14.6x 14.7x 15.1x 15.5x 15.9x 16.3x 16.7x 2024E $2.28 14.0x 15.0x 16.1x 16.2x 16.6x 17.1x 17.5x 17.9x 18.4x Mgmt. 2025E 2.47 13.0x 13.9x 14.9x 15.0x 15.4x 15.8x 16.2x 16.6x 17.0x 4 Forecast 2026E 2.60 12.3x 13.2x 14.2x 14.2x 14.6x 15.0x 15.4x 15.8x 16.2x Source: Capital IQ as of 04/19/2024 Content must not Note: Wall Street research consensus estimates and 52 Week share price range as of the Unaffected Date (03/06/2024) 1. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period go below this line 2. Based on Q1 2024 declared dividend of $0.44 per share Confidential | 7 3. BofA Securities, Janney, JP Morgan, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available 4. Based on adjusted net income per the Management Forecast
Arizona share price performance Arizona share price performance (since listing on NYSE) Share price performance YTD 0.00 Arizona Share Price 0.00 Offer Price 3 5 Arizona announced receipt the Indicative Offer on 3/7/2024 at a ~7% premium to 2 6 0.00 0.00 Arizona’s unaffected share price of $32.08 4 (3/6/2024) and a ~10% premium to the 30 trading-day VWAP of $31.07 40.00 40.00 1 8 8 7 30.00 30.00 1 All Time 52 Week High Low High Low Arizona $56.57 $28.36 $41.12 $28.36 20.00 20.00 an 24 Feb 24 Mar 24 Apr 24 Dec 1 May 17 Sep 18 Feb 20 ul 21 Nov 22 Apr 24 Key Developments 1 On December 17, 2015 Arizona began trading on the New York Stock exchange at $38.75 On December 27, 2017, Arizona announced it completed the strategic review of its Enstor Gas Storage businesses and confirmed its plan to move forward with the sale of the 2 businesses (the sale was announced on January 31, 2018) On February 25, 2020, Arizona reported Q4 / FY2019 earnings and revised guidance downward, citing uncovered storm outage restoration in its networks business and weak 3 pricing across its merchant renewables business as key headwinds 4 On March 11, 2020, the World Health Organization (“WHO”) declared CO -1VID 9 a global pandemic 5 On October 21, 2020, PNM Resources (“PNMR”) announced an agreement to enter into a merger with Arizona for 0.30 pe nr cs ah sa hre i 6 On May 12, 2021, the Qatar Investment Authority and Indiana purchased $740mm and $3.3bn of common stock, respectively, at $51.40/share in a private placement 7 On December 31, 2023, Arizona terminated its merger agreement with PNMR due to failure in obtaining regulatory approval from the New Mexico Public Regulation Commission 8 On March 7, 2024, Arizona announced receipt of the Indicative Offer from Indiana to acquire all of Arizona shares not owned by Indiana for $34.25 in cash per share Content must not go below this line Source: S&P Capital IQ market data as of 04/19/2024; public disclosure Confidential | 8 Note: Data reflects trading performance since Arizona’s listing on the NYSE on 12/17/201 1. As of the Unaffected Date (03/06/2024)
2. Context for evaluating the proposal Content must not go below this line Confidential | 9
Situation assessment summary 1 Arizona has underperformed the Selected Publicly Traded Companies since its initial listing and trades at a discount to broader utility industry • Since its initial listing in December 201 , Arizona’s share price had decreased by ~17% prior to the announcement of cat the ive O Ind ffier • Over the same period, Combined Utilities Companies stock prices have appreciated 41% 1 • Since announcement of Indiana’s proposal, Arizona’s share price has increased ~1 % to 3 .87 (8% above the offer of $34.25 per share) 2 Near-term challenges have impacted valuations in the utility and renewables sectors • Higher interest rates have impacted asset valuations and cost of capital formation • Inflation and supply chain issues persist for utility and renewables companies • Pressure on balance sheets driven by increasing capital expenditures and limited ability to efficiently access capital markets 3 Utility sector has underperformed in recent years, but long-term value remains strong • Increasing capital expenditures needed to support energy transition, electrification, and gas pipe replacement • Future interest rate reductions to provide potential uplift • However, future rate environment is uncertain 4 Generational long-term growth prospects for U.S. renewables industry • Significant investment in renewable power generation required to achieve U.S. clean energy targets • Meaningful private capital dry powder attracted to stable, contracted cash flows • Battery storage and other clean energy transition technologies to play increased role in enhancing renewables’ penetration Content must not go below this line Confidential | 10 1. Arizona closing price on 04/19/2024
Utilities share price performance Since its initial listing in December 2015, Arizona share price had decreased by 17% prior to the announcement of 1 the Indicative Offer Relative share price performance (since Arizona listing on NYSE) Relative share price performance 100.0% 2 .0% Arizona Electric Utilities Gas Utilities Combined Utilities UTY since NEP guidance revision in September 2023 7 .0% 1 .0% 5 0.0% .0% 2 .0% 1 ( .0%) 2 5 4 3 4 (2 .0%) (1 .0%) Dec 1 Oct 1 Aug 17 un 18 Apr 19 Feb 20 Dec 20 Oct 21 Aug 22 un 23 Apr 24 Sep 23 Nov 23 an 24 Feb 24 Apr 24 Key Developments % Change 2 1 Indicative Offer 11/23/2020: the New Mexico Public Regulation rejected the agreement entered into by Arizona and PNMR AZ Listing 5-years 3-years 1-year 1 1 AZ Unaffected (17%) (34%) (34%) (19%) – Arizona has missed earnings (Adj. EPS) in 4/6 fiscal quarters since Q3 2022, though unreleased Q1 2024 Adj. 2 3 EPS of $0.86 above consensus estimates of $0.68 Arizona (5%) (29%) (30%) (9%) 15% Electric 22% (14%) (16%) (18%) 0% 3 09/27/2023: NextEra Energy Partners, LP (“NEP”) revised growth expectations and limited equity needs Gas 18% (20%) (20%) (17%) 2% 10/23/2023: NEP reported 3Q 2023 financial results, cutting LP distributions to 5% - 8% per unit from 12% - 4 15% per unit previously Combined 41% (1%) 18% (17%) 23% 5 03/07/2024: Arizona announced receipt of the Indicative Offer UTY 54% 14% (4%) (7%) 5% Content must not Source: S&P Capital IQ as of 04/19/2024; Company filings Note: Electric utilities: AEP, ETR, FE, POR, PNM, PNW; Gas utilities: ATO, OGS, NWN, SR; Combined utilities: AVA, BKH, CNP, DUK, ED, EXC, LNT, NWE, NI, PPL, XEL go below this line 1. Data reflects trading performance since Arizona’s listing on the NYSE on 12/17/201 at 38.7 per share Confidential | 11 2. Data reflects trading performance since the Unaffected Date (03/06/2024) 3. Represents median of Wall Street research estimates, per Refintiv
Utility sector has underperformed in higher interest rate environment Forward P / E ratio (last 10 years) Last 24 months 30.0x Average 10-Yrs 5-Yrs 3-Yrs 1-Yr 6-Mo Current S&P 500 18.5x 20.0x 19.7x 19.8x 20.3x 20.7x UTY 18.2x 19.5x 19.3x 16.9x 16.2x 16.9x 2 .0x x x 20.0x x x 1 .0x 10.0x Apr 14 Apr 1 Apr 1 Apr 17 Apr 18 Apr 19 Apr 20 Apr 21 Apr 22 Apr 23 Apr 24 Apr 22 Aug 22 Dec 22 Apr 23 Aug 23 Dec 23 Apr 24 S P 00 UTY Forward P / E ratio vs U.S. treasury yields (last 10 years) Last 24 months 28.0x Average 10-Yrs 5-Yrs 3-Yrs 1-Yr 6-Mo Current 10-Yr UST 2.36% 2.37% 3.06% 4.14% 4.28% 4.62% UTY 18.2x 19.5x 19.3x 16.9x 16.2x 16.9x 22.0x 1 .0x x x 10.0x Apr 22 Aug 22 Dec 22 Apr 23 Aug 23 Dec 23 Apr 24 Apr 14 Apr 1 Apr 1 Apr 17 Apr 18 Apr 19 Apr 20 Apr 21 Apr 22 Apr 23 Apr 24 UTY 10 Year Treasury Content must not go below this line Confidential | 12 Source: S&P Capital IQ as of 4/19/2024
Selected research analyst ratings and price targets 3 out of 8 major research analysts currently had a “sell” rating on Arizona prior to the Indicative Offer Broker 1 Pre-Announcement Price Target Valuation Methodology Report Date Unaffected Price: $32.08 $34.25: Indicative Offer ▪ P / E and EV / EBITDA Multiples SOTP o 13.2x 2026E EPS of $1.98 (Regulated Utilities); 20.3x 2026E EPS of $0.65 (Renewables) 31.00 o Regulated Utilities valued using a 1.0-3.0x discount to the electric/gas sector avg. P/E; Renewables 03/07/2024 valued at approx. 10.0x EBITDA; offshore wind is valued using a DCF with 15% discount rate ▪ P / E Multiple 3 .00 o 14.1x 2025E EPS of $2.48 03/08/2024 ▪ P / E Multiples SOTP Price target raised to $32.00 following o Avg. 13.2x 2025E EPS of $2.43 across Networks and Renewables 31.00 announcement 03/20/2024 o Represents a discount to regulated utility peers ▪ P / E Multiple PT: NA o ~14.0x 2024E EPS of $2.32 Rating: HOLD / Neutral 02/22/2024 o Represents 11% discount to multi-industry Utilities trading at ~16.0x ▪ P / E and EV / EBTIDA Multiples SOTP o $23.50 PT for electric networks based on 11.9x (15% discount to group avg.) 2026E EPS of $1.96 / $6.50 PT for gas networks based on 11.9x (15% discount to group avg.) 2026E EPS of $0.52 / $9.00 34.00 03/11/2024 PT for renewables based on 11.0x EV/EBITDA (equivalent to the group avg.) o PT reduced by $5.00 to account for expectation of $3.0 billion of parent debt in 2026 ▪ P / E Multiple 3 .00 o 14.25-14.725x 2025E EPS of $2.45 03/07/2024 ▪ P / E Multiple 30.00 o 12.3x 2025E EPS of $2.43 03/10/2024 ▪ Various methodologies o Dividend yield range of 4.00%-4.50%, a Price-to-Book value of 1.0x, a Price-to-Cash Flow value of $52.00 9.0x-10.0x, an EV/EBITDA value of 11.5x-12.5x and a P/E multiple of 19.5x-20.5x 03/11/2024 o PT represents 18.8x 2025E EPS of $2.40 Median pre-announcement Buy / Overperform Rating Hold / Neutral Rating Sell / Underperform Rating price target: $34.00 Content must not go below this line Source: Wall Street Research, S&P Capital IQ, Bloomberg market data as of 04/19/2024 Confidential | 13 1. References pre-announcement reports for brokers that removed ratings following the Indicative Offer; BofA Securities valuation methodology per report dated 01/11/2024, Janney valuation methodology per report dated 02/23/2024, Wells Fargo valuation methodology per report dated 02/22/2024; Wolfe Research valuation methodology per report dated 02/22/2024
3. Overview of financial projections Content must not go below this line Confidential | 14
Management financial plan overview & assumptions • Arizona Management developed and provided the long-term projections (the “Management Forecast” or the “Long Term Outlook (“LTO”)”) to Moelis • The LTO covers a 7-year forecast period from 2024E to 2030E and includes annual financial projections for each of the three business segments (Networks, Renewables, and Corporate) o Arizona’s Board of Directors reviewed and approved the 2024 -20E 26E period of the LTO on April 11, 2024 Overview o Arizona’s Audit Committee reviewed the projections to 2030E with the Company’s Chief Financial Officer • No external equity issuances assumed throughout the forecast period • The LTO assumes that the Company divests a 60% interest in a portfolio of Renewables assets (that are currently being marketed) at book value • Management provided additional detail on the LTO which Moelis continues to review 1 • Includes financial projections for all Networks operating companies and subsidiaries • Regulatory assumptions based on approved rate cases and assumed to continue after existing regulatory periods Networks • Networks EBITDA forecasted to grow at 9.6% CAGR from 2024E to 2030E with ~$18.7 bn of assumed capex over the same time period • Includes financial projections for operating and under construction assets as well as expected pipeline development • Financial projections prepared at segment (Onshore, Offshore, Thermal, and Trading) level Renewables • Renewables EBITDA forecasted to grow at 10.0% CAGR from 2024E to 2030E with ~$13.6 bn of assumed capex over the same time period • Includes projected corporate expenses that are not allocated to the business segments Corporate o Corporate personnel expenses and operating costs are predominantly allocated to each business segment • Includes financing costs associated with corporate level debt Content must not go below this line Confidential | 15 Source: Arizona Management 1. Includes NYSEG, RGE, CMP, UI, CNG, SCG, BGC, MNG, Transco (equity investment), NECEC, Securitization, MEPCO, CORP ASC, CORP UIL and Eliminations
Summary of the Management Forecast Overview Capex ($ mm) 2 S&P FFO/Debt : • Networks 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% o Reduction in Networks capex from 2024B to 2027E driven by completion of New England Clean Energy Connect o Networks EBITDA CAGR of 9.6% through 2030E • Renewables 2,130 2,71 2,431 o Increase in Renewables capex from 2027E to 2030E driven by: 2, 29 2, 2 • ~$1 bn of repowering capex per year 91 9 • ~$700 mm per year of solar growth capex 3,0 1 2,834 2,747 • ~$200 mm of wind growth capex in 2027E, increasing to ~$800 mm 2, 4 2, 7 2,472 2,47 by 2030E o Aggregate Renewables EBITDA of $4.5 bn (10.0% CAGR) expected 2024E 202 E 202 E 2027E 2028E 2029E 2030E to be generated through 2030 with $13.6 bn of capex spend over the 2 Networks Renewables Consolidated same time period EBITDA ($ mm) Adj. Net Income ($ mm) 3 Adj. earnings per share ($/sh) Business line CAGR $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 Business line CAGR 784 10.0% 74 3 4 10.1% 409 80 3 8 39 2 7 31 3 21 03 204 443 9.6% 3,297 3,073 1,210 6.4% 2,8 0 1,134 2, 33 1,04 2,3 4 9 3 944 92 2,119 83 1,899 2024B 202 E 202 E 2027E 2028E 2029E 2030E 2024E 202 E 202 E 2027E 2028E 2029E 2030E 1 1 Networks Renewables Consolidated Networks Renewables Consolidated Content must not Source: Management Forecast go below this line 1. Consolidated includes impact of Corporate segment Confidential | 16 2. Inclusive of S&P adjustments per Management Forecast 3. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period
Benchmarking the Management Forecast The current Management Forecast is more modest than the 2022 Arizona projections, though broadly in-line with equity research estimates Commentary • In September 2022, Arizona prepared a three-year financial forecast (the “2022 Management Forecast”) for its Board of Direct mors eeting • Key differences between the 2022 Management Forecast and the current Management Forecast are as follows: o The 2022 Management Forecast included impacts and financings related to the withdrawn PNM Resources acquisition o Current Management Forecast includes more moderate growth expectations; 2022 Management Forecast included 2022E-2025E EBITDA CAGR of ~20%, current Management Forecasts suggests a 2024E-2030E consolidated EBITDA CAGR of 9.8% o 2022 Management Forecast was constructed on a consolidated basis; current Management Forecast broken out by business segment, down to operating company (“OpCo”) • Primary drivers of growth referenced by equity research include organic growth following the withdrawn PNM Resources transaction, with additional upside driven by successful execution of M&A and growth in the renewable business, particularly offshore wind • Current equity research forecasts further supported by constructive rate case settlements (e.g. New York) EBITDA ($ mm) Arizona actuals Current Management Forecast 1 2022 Management Forecast 2 Median broker estimates 4,081 3,820 3, 38 3, 30 3,3 4 3,271 3,04 2,990 2,8 8 2,723 2,703 2,4 8 2, 1 2,334 2,112 2,118 2,008 1,9 4 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 17 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
Benchmarking the Management Forecast cont’d Arizona forecasts suggest a meaningful uptick in capex moving forward; Adj. net income in-line with median Wall Street broker estimates, though more modest than 2022 projections suggested Capital Expenditures ($ mm) Arizona actuals ,4 3 Current Management Forecast ,2 ,202 Wall Street research estimates for ,101 1 ,001 2022 Management Forecast 2024E capital expenditures range from 2 Median broker estimates ~$2.3 bn to ~$4.2 bn 4,338 3,28 2,972 3,1 3,141 3,114 2,97 2,8 4 2,8 1 2,813 2, 19 2,300 2,300 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Adj. Net Income ($ mm) Arizona actuals Current Management Forecast 3 Current Management Forecast 1 Median broker estimates 1,2 0 1,21 1,181 1,148 1,112 1,0 3 1,038 1,042 1,009 978 9 9 934 901 89 894 887 849 808 780 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 18 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, KeyBanc, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
Projected FFO-to-debt (S&P methodology) Management Forecast 12.3% 12.1% 11.9% 11.3% 10.8% 10. % 10. % 2024B 202 E 202 E 2027E 2028E 2029E 2030E Budget Forecast Forecast Forecast Forecast Forecast Forecast ($ mm) 2024B 2025E 2026E 2027E 2028E 2029E 2030E EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 OLA Rent Expense $18 $18 $18 $18 $18 $18 $18 Interest on ARO $15 $15 $15 $15 $15 $15 $15 Securitization Revenues (Interest) – ($39) ($36) ($32) ($29) ($25) ($21) S&P EBITDA $2,367 $2,717 $2,987 $3,272 $3,534 $3,828 $4,093 Interest on Operating Leases ($9) ($9) ($9) ($9) ($9) ($9) ($9) Cash Paid Interest ($438) ($616) ($671) ($771) ($879) ($948) ($1,060) Capitalized Interest ($115) ($115) ($115) ($115) ($115) ($115) ($115) Securitization Interest Expense – $32 $29 $27 $24 $20 $17 Cash Paid Taxes $252 $218 $163 $187 $194 $226 $388 S&P FFO $2,056 $2,227 $2,385 $2,592 $2,749 $3,002 $3,315 Short-term Debt $1,361 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 Long-term Debt $15,104 $16,179 $17,958 $20,755 $23,535 $26,220 $28,099 Adjustments $1 $2 $2 $12 $63 $102 $187 Total Debt $16,466 $18,143 $19,923 $22,730 $25,560 $28,284 $30,249 Surplus Cash ($38) ($38) ($206) ($206) ($207) ($208) ($209) Asset Retirement Obligation $242 $242 $242 $242 $242 $242 $242 Pension Liability $474 $474 $474 $474 $474 $474 $474 Operating Leases $296 $296 $296 $296 $296 $296 $296 Securitized Debt Balance Adjustment ($788) ($726) ($661) ($592) ($520) ($444) ($364) S&P Debt $16,652 $18,391 $20,068 $22,943 $25,845 $28,645 $30,688 S&P FFO-to-Debt 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% Content must not go below this line Confidential | 19 Source: Management Forecast P FF e t
4. Selected publicly traded companies overview Content must not go below this line Confidential | 20
Networks and Renewables 2024E and 2025E EBITDA Management Forecast Networks EBITDA by OpCo type ($ mm) Renewables EBITDA ($ mm) 1 Electric 2 Gas 3 Combination 1,0 4 994 2 9 23 79 9 2024E 202 E 2024E 202 E Content must not Source: Management Forecast go below this line 1. Includes CMP, UI, Transco, NECEC, MEPCO Confidential | 21 2. Includes CNG, SCG, BGC, MNG 3. Includes NYSEG, RGE, Securitization, Corp ASC, Corp UIL, Eliminations
Networks – selected publicly traded companies Share Price % of 52 Market Enterprise EV / EBITDA P / E Dividend Long-Term 1 ($ in millions, except per share data) 04/19/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Electric Companies American Electric Power Company, Inc. $84.20 88.9% $44,450 $87,452 10.7x 9.8x 15.0x 14.1x 4.2% 5.9% Entergy Corporation 106.77 97.3% 22,940 49,654 9.9x 9.0x 14.8x 13.8x 4.2% 6.9% FirstEnergy Corp. 38.17 92.7% 22,039 47,418 11.7x 10.6x 14.2x 13.3x 4.3% 6.0% Evergy, Inc. 51.76 81.1% 11,939 25,241 9.6x 9.1x 13.5x 12.8x 5.0% 4.8% Pinnacle West Capital Corporation 74.40 86.5% 9,220 17,718 9.9x 9.0x 15.8x 15.1x 4.7% 6.5% Portland General Electric Company 42.80 83.0% 4,357 8,806 8.3x 7.6x 13.9x 13.2x 4.4% 9.9% PNM Resources, Inc. 36.61 74.6% 3,310 8,183 10.1x 9.0x 13.6x 13.0x 4.2% 3.8% High 11.7x 10.6x 15.8x 15.1x 5.0% 9.9% Mean 10.0x 9.2x 14.4x 13.6x 4.4% 6.3% Median 9.9x 9.0x 14.2x 13.3x 4.3% 6.0% Low 8.3x 7.6x 13.5x 12.8x 4.2% 3.8% EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 04/19/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Gas Companies Atmos Energy Corporation $117.20 93.6% $17,724 $24,958 12.1x 10.6x 17.4x 16.3x 2.7% 7.0% ONE Gas, Inc. 64.39 76.8% 3,665 6,717 9.9x 9.0x 16.7x 15.5x 4.1% 3.5% Spire Inc. 60.91 86.6% 3,378 8,367 10.8x 10.0x 13.6x 13.1x 5.0% 6.5% Northwest Natural Holding Company 37.68 77.9% 1,423 3,066 9.6x 8.0x 16.5x 13.2x 5.2% 5.1% High 12.1x 10.6x 17.4x 16.3x 5.2% 7.0% Mean 10.6x 9.4x 16.0x 14.5x 4.2% 5.5% Median 10.3x 9.5x 16.6x 14.4x 4.5% 5.8% Low 9.6x 8.0x 13.6x 13.1x 2.7% 3.5% Arizona (Current) $36.87 89.4% $14,278 $27,224 11.4x 10.7x 16.3x 15.2x 4.8% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% 2 $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% 3 2 Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.10 92.6% $75,629 $144,879 9.1x 8.7x 14.3x 13.6x 4.9% 5.1% Content must not Source: S&P Capital IQ as of 04/19/2024, public disclosure Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 go below this line 1. Long-term EPS growth rate based on Wall Street research consensus estimates Confidential | 22 2. As of the Unaffected Date (03/06/2024) 3. As of the Offer Announcement (03/07/2024) Gas Electric
Networks – selected pu licly traded companies cont’d EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 04/19/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Combination Companies Duke Energy Corporation $98.24 97.9% $75,999 $158,323 11.5x 10.6x 16.5x 15.5x 4.2% 6.2% Exelon Corporation 37.55 85.9% 37,596 81,182 10.1x 9.3x 15.4x 14.3x 4.0% 5.7% Consolidated Edison, Inc. 91.77 90.9% 31,816 55,092 10.6x 9.7x 17.3x 16.4x 3.6% 5.3% Xcel Energy Inc. 54.72 76.7% 30,378 56,563 10.0x 9.1x 15.3x 14.3x 3.8% 5.9% PPL Corporation 27.02 93.1% 19,930 35,210 10.1x 9.5x 15.9x 14.9x 3.8% 8.3% CenterPoint Energy, Inc. 28.53 90.8% 18,264 36,251 10.3x 9.5x 17.6x 16.4x 2.8% 8.0% Alliant Energy Corporation 49.82 88.6% 12,795 22,242 11.9x 11.0x 16.2x 15.2x 3.9% 6.2% NiSource Inc. 27.58 95.3% 12,372 26,613 10.5x 9.5x 16.1x 14.9x 3.8% 7.1% Black Hills Corporation 54.00 80.8% 3,703 8,107 10.6x 9.8x 13.8x 13.1x 4.8% 4.0% NorthWestern Energy Group, Inc. 50.13 82.8% 3,082 5,866 10.2x 9.8x 14.3x 13.6x 5.2% 5.7% Avista Corporation 35.08 78.3% 2,757 5,654 9.9x 9.3x 14.4x 13.5x 5.4% 4.9% High 11.9x 11.0x 17.6x 16.4x 5.4% 8.3% Mean 10.5x 9.7x 15.7x 14.7x 4.1% 6.1% Median 10.3x 9.5x 15.9x 14.9x 3.9% 5.9% Low 9.9x 9.1x 13.8x 13.1x 2.8% 4.0% Arizona (Current) $36.87 89.4% $14,278 $27,224 11.4x 10.7x 16.3x 15.2x 4.8% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% 2 $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% 3 Arizona (Offer Announcement) $34.25 83.1% 2 $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.10 92.6% $75,629 $144,879 9.1x 8.7x 14.3x 13.6x 4.9% 5.1% Content must not Source: S&P Capital IQ as of 04/19/2024, public disclosure Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 go below this line 1. Long-term EPS growth rate based on Wall Street research consensus estimates Confidential | 23 2. As of the Unaffected Date (03/06/2024) 3. As of the Offer Announcement (03/07/2024) Combination
Renewables – selected publicly traded companies Share Price % of 52 Market Enterprise EV / EBITDA Dividend ($ in millions, except per share data) 04/19/2024 Wk High Cap. Value 2024E 2025E Yield Selected Publicly Traded Renewables Companies 1 Brookfield Renewable Partners L.P. $20.83 64.9% $10,116 $39,551 16.3x 15.2x 6.8% 2 2 NextEra Energy Partners, LP 27.14 42.1% 5,224 21,776 10.9x 10.7x 13.0% Northland Power Inc. 15.10 60.7% 3,848 8,946 9.7x 9.3x 5.8% Clearway Energy, Inc. 21.21 69.6% 2,612 13,073 11.1x 10.7x 7.6% Atlantica Sustainable Infrastructure plc 18.39 64.4% 2,134 7,515 9.2x 8.9x 9.7% Boralex Inc. 19.48 64.4% 2,002 4,606 9.1x 8.6x 2.5% Innergex Renewable Energy Inc. 5.84 55.7% 1,193 6,040 11.5x 10.3x 4.5% High 16.3x 15.2x 13.0% Mean 11.1x 10.5x 7.1% Median 10.9x 10.3x 6.8% Low 9.1x 8.6x 2.5% Arizona (Current) $36.87 89.4% $14,278 $27,224 11.4x 10.7x 4.8% 3 Arizona (Unaffected Date) $32.08 77.8% $12,455 $25,401 10.9x 9.3x 5.5% 4 Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 4.9% Indiana $12.10 92.6% $75,629 $144,879 9.1x 8.7x 4.9% Source: Arizona Management, S&P Capital IQ as of 04/19/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Excludes minority interest as Wall Street research consensus estimates exclude EBITDA attributable to non-controlling interest go below this line 2. Includes NextEra Energy, Inc. ownership interest Confidential | 24 3. As of the Unaffected Date (03/06/2024) 4. As of the Offer Announcement (03/07/2024)
5. Appendix Content must not go below this line Confidential | 25
Consolidated – selected publicly traded companies (for reference only) Share Price % of 52 Market Enterprise EV / EBITDA P / E Dividend Long-Term 1 ($ in millions, except per share data) 04/19/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Consolidated Companies NextEra Energy, Inc. $64.30 80.6% $132,358 $214,879 14.1x 12.9x 18.9x 17.5x 3.2% 8.2% The Southern Company 72.15 95.2% 78,964 144,008 12.5x 11.6x 18.0x 16.7x 3.9% 5.9% Dominion Energy, Inc. 49.84 86.1% 41,833 82,996 11.8x 11.3x 17.5x 14.8x 5.4% 8.6% WEC Energy Group, Inc. 81.56 82.6% 25,785 45,033 11.9x 11.2x 16.7x 15.6x 4.1% 6.4% DTE Energy Company 108.57 93.0% 22,522 43,346 10.9x 9.9x 16.2x 15.1x 3.8% 7.0% Ameren Corporation 73.88 81.0% 19,766 36,376 11.3x 10.4x 16.0x 15.1x 3.6% 6.6% CMS Energy Corporation 59.55 93.4% 17,603 33,637 11.5x 10.6x 17.9x 16.6x 3.5% 7.4% ALLETE, Inc. 59.71 91.7% 3,447 5,766 11.9x 11.1x 15.3x 14.3x 4.7% 5.1% High 14.1x 12.9x 18.9x 17.5x 5.4% 8.6% Mean 12.0x 11.1x 17.1x 15.7x 4.0% 6.9% Median 11.9x 11.1x 17.1x 15.4x 3.8% 6.8% Low 10.9x 9.9x 15.3x 14.3x 3.2% 5.1% Arizona (Current) $36.87 89.4% $14,278 $27,224 11.4x 10.7x 16.3x 15.2x 4.8% 6.2% 3 Arizona (Unaffected Date) $32.08 77.8% $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% 4 Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.10 92.6% $75,629 $144,879 9.1x 8.7x 14.3x 13.6x 4.9% 5.1% Source: Arizona Management, S&P Capital IQ as of 04/19/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. ALLETE, Inc. trading impacted by a December 5, 2023 news report that stated that the company was exploring a sale Confidential | 26 3. As of the Unaffected Date (03/06/2024) 4. As of the Offer Announcement (03/07/2024)
Historical trading multiples – P / E P / NTM Earnings (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 19.7x 19.7x 18.9x 15.2x - Arizona 19.6x 19.6x 18.8x 15.3x 16.0x Electric Utilities 17.8x 17.5x 16.6x 14.6x 14.2x Gas Utilities 20.7x 19.4x 17.7x 16.0x 16.2x 28.0x Combination Utilities 18.1x 17.9x 17.7x 16.0x 15.8x Consolidated 19.8x 20.1x 19.4x 17.2x 16.8x UTY 18.7x 19.5x 19.3x 16.9x 16.6x 2 .0x 24.0x 22.0x 20.0x 18.0x x x x 1 .0x x x x 14.0x 12.0x 10.0x Dec 1 Dec 1 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23 Arizona Electric Utilities Gas Utilities Combination Utilities Consolidated UTY Content must not Source: S&P Capital IQ as of 04/19/2024 Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL go below this line 1. Since Arizona’s listing on December 17, 201 , the day following the merger of Indiana and UIL Confidential | 27 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
Historical trading multiples – EV / EBITDA EV / NTM EBITDA (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 10.2x 10.9x 11.2x 10.5x - Arizona 10.2x 10.9x 11.2x 10.6x 11.4x Electric Utilities 10.3x 10.8x 10.8x 10.3x 10.4x Gas Utilities 11.7x 12.0x 11.9x 10.5x 10.4x x Combination Utilities 10.6x 10.9x 10.9x 10.4x 10.2x Renewables 11.4x 12.3x 12.3x 10.7x 11.0x Consolidated 11.9x 12.4x 12.4x 11.6x 11.8x x UTY 11.4x 12.3x 12.5x 11.7x 11.6x x x x x x x x x x x x x x x x x Dec 1 Dec 1 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23 Arizona Electric Utilities Gas Utilities Combination Utilities Renewables Consolidated UTY Source: S&P Capital IQ as of 04/19/2024 Content must not Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL; Renewables: AY, BEP.UN, BLX, CWEN.A, INE, NEP, NPI go below this line 1. Since Arizona’s listing on December 17, 201 , the day following the merger of Indiana and UIL Confidential | 28 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
Increasing capital expenditures are driving rate base growth, but rising cost of capital is beginning to compress margins 1 Electric industry capex ($bn) Gas industry capex ($bn) $168 $168 $167 $155 $26 $25 $25 Actual Actual $134 $133 $22 Projected Projected $124 $119 $113 $113 $17 $17 $104 $17 $96 $90 $14 $12 $10 $10 $8 $8 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Cost of capital spread 12% 10% 8% % 4% 2% 2 3 Utility Allowed ROE Utility Implied Cost of Equity UTY Implied Cost of Equity Utilities facing increased pressure on financial performance as long-term growth is balanced against near-term pressure on margins Content must not Source: EEI, S&P Capital IQ, US Department of the Treasury go below this line 1. Includes capital investment from multi-utility companies. Forecasted capital investment allocated 80% and 20% to electric and gas, respectively. Confidential | 29 2. Based on the CAPM formula, which includes average 2023 risk-free rate equal to 20-year treasury spot rate (4.26%), UTY adjusted, 5-year, monthly, levered beta (0.89) and ERP equal to 6.35% based on the most recent Kroll report 3. Illustrative cost of equity based on 1 / forward P/E of the PHLX:UTY index 1999 2000 2001 2002 2003 2004 200 200 2007 2008 2009 2010 2011 2012 2013 2014 201 201 2017 2018 2019 2020 2021 2022 2023 YTD 2024
Renewables investment continues to be driven by focus on achieving clean energy targets U.S. renewable power generation capacity (GW) Renewables % of total U.S. generation capacity 729 691 30% 648 2023E 588 1,141 Generation GW Capacity 517 70% 443 383 342 2030E Generation 1,516 48% 52% Capacity GW Renewables 2023 2024 2025 2026 2027 2028 2029 2030 Other Sources Wind Solar Hydro Other The IRA as well as certain state programs demonstrate long-term support for renewables leaving owners, operators and developers poised to capitalize on significant demand for renewable energy resources Content must not go below this line Source: U.S. EIA Annual Energy Outlook 2023 Confidential | 30
Summary management financial projections – Consolidated Budget Forecast Forecast Forecast Forecast Forecast Forecast '24B - '30E ($ mm, except per share data) 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Gross Margin $6,045 $6,534 $6,968 $7,381 $7,781 $8,234 $8,675 6.2% % Growth n.a. 8.1% 6.6% 5.9% 5.4% 5.8% 5.4% EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 9.8% % Growth n.a. 16.6% 9.8% 9.4% 7.9% 8.2% 6.8% % of Gross Margin 38.6% 41.7% 42.9% 44.3% 45.4% 46.4% 47.0% EBITDA Relative Contribtuion Networks 1,899 2,119 2,354 2,633 2,850 3,073 3,297 9.6% Networks Contribution % 81.4% 77.8% 78.7% 80.5% 80.7% 80.5% 80.8% Renewables 443 603 636 639 680 746 784 10.0% Renewables Contribution % 19.0% 22.2% 21.3% 19.5% 19.3% 19.5% 19.2% Holdings (8) 0 0 0 0 0 0 nmf Holdings Contribution % (0.3%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% EBIT $1,090 $1,136 $1,349 $1,279 $1,551 $1,733 $1,778 8.5% % of Gross Margin 18.0% 17.4% 19.4% 17.3% 19.9% 21.0% 20.5% Net Income $887 $925 $999 $879 $1,071 $1,191 $1,124 4.0% % of Gross Margin 14.7% 14.2% 14.3% 11.9% 13.8% 14.5% 13.0% Adjusted Net Income $887 $959 $1,009 $1,063 $1,148 $1,250 $1,215 5.4% % of Gross Margin 14.7% 14.7% 14.5% 14.4% 14.8% 15.2% 14.0% Adj. Earnings Per Share $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 5.4% Consensus estimate FFO/Debt 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% long-term EPS growth 2 Content must not rate of 6.2% go below this line Source: Management Forecast Confidential | 31 1. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 2. Long-term EPS growth rate based on Wall Street research consensus estimates
Summary management financial projections – Networks Budget Forecast Forecast Forecast Forecast Forecast Forecast '24B - '30E ($ mm) 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Gross Margin $5,022 $5,248 $5,631 $6,027 $6,359 $6,714 $7,069 5.9% % Growth 4.5% 7.3% 7.0% 5.5% 5.6% 5.3% EBITDA $1,899 $2,119 $2,354 $2,633 $2,850 $3,073 $3,297 9.6% % Growth 11.6% 11.1% 11.9% 8.2% 7.8% 7.3% % of Gross Margin 37.8% 40.4% 41.8% 43.7% 44.8% 45.8% 46.6% EBIT $1,019 $1,104 $1,151 $1,204 $1,315 $1,436 $1,539 7.1% % of Gross Margin 20.3% 21.0% 20.4% 20.0% 20.7% 21.4% 21.8% Net Income $835 $926 $944 $963 $1,046 $1,134 $1,210 6.4% % of Gross Margin 16.6% 17.7% 16.8% 16.0% 16.4% 16.9% 17.1% Content must not go below this line Confidential | 32 Source: Management Forecast
Summary management financial projections – Renewables Budget Forecast Forecast Forecast Forecast Forecast Forecast '24B - '30E ($ mm) 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Gross Margin $1,029 $1,292 $1,342 $1,360 $1,427 $1,526 $1,612 7.8% % Growth 25.6% 3.9% 1.3% 5.0% 6.9% 5.6% EBITDA $443 $603 $636 $639 $680 $746 $784 10.0% % Growth 36.1% 5.4% 0.4% 6.5% 9.7% 5.0% % of Gross Margin 43.1% 46.7% 47.4% 47.0% 47.6% 48.9% 48.6% EBIT ($32) ($202) ($127) ($384) ($251) ($226) ($309) 45.5% % of Gross Margin (3.2%) (15.6%) (9.5%) (28.2%) (17.6%) (14.8%) (19.2%) Net Income $204 $181 $257 $131 $281 $351 $273 5.0% % of Gross Margin 19.8% 14.0% 19.2% 9.7% 19.7% 23.0% 16.9% Adjusted Net Income $204 $215 $267 $316 $358 $409 $364 10.1% % of Gross Margin 19.8% 16.6% 19.9% 23.2% 25.1% 26.8% 22.5% Content must not go below this line Confidential | 33 Source: Management Forecast
Summary management financial projections – Corporate Budget Forecast Forecast Forecast Forecast Forecast Forecast '24B - '30E ($ mm) 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Gross Margin $227 $264 $280 $292 $304 $318 $332 6.5% % Growth 16.3% 6.2% 4.3% 4.1% 4.4% 4.4% EBITDA ($8) $0 $0 $0 $0 $0 $0 nmf % Growth (101.6%) (40.8%) (6.2%) 6.4% 14.5% 21.8% % of Gross Margin (3.5%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% EBIT ($191) ($236) ($263) ($281) ($336) ($388) ($476) 16.4% % of Gross Margin (84.3%) (89.3%) (93.7%) (96.2%) (110.4%) (122.0%) (143.6%) Net Income ($153) ($182) ($202) ($215) ($256) ($294) ($359) 15.3% % of Gross Margin (67.2%) (68.9%) (72.1%) (73.7%) (84.1%) (92.4%) (108.4%) Content must not go below this line Confidential | 34 Source: Management Forecast
Financial projection benchmarking – Consolidated CFO & Adj. EPS Arizona forecasts suggest a larger uptick in both cash flow and EPS than current Wall Street broker median estimates suggest from 2025E onwards Cash Flow from Operations ($ mm) Arizona actuals Current Management Forecast 1 Median broker estimates 3,40 3,128 2,881 2,714 2,39 2,203 2,378 2,280 2,214 2,078 1,732 1, 1 1,03 919 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Adj. EPS - Consolidated ($) 2 Assumes 388.1mm fully diluted shares outstanding per Management Forecast; share count held constant through 2030 Arizona actuals 3.22 Current Management Forecast 3.13 3 2.9 2022 Management Forecast 2.78 1 2.74 2.72 Median broker estimates 2. 0 2. 2. 7 2.33 2.47 2.43 2.31 2.31 2.28 2.2 2.18 2.09 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Content must not Source: Management Forecast, wall street research go below this line 1. Median of projections by BofA Securities, Janney, JP Morgan, KeyBanc, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available Confidential | 35 2. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 3. As per Arizona Board of Directors presentation dated 09/20/2022
Financial projection benchmarking – Segmented Adj. EPS Current Arizona forecasts suggest a near-term EPS outperformance versus median Wall Street broker estimates in the Networks business; Renewables segment expected to outperform broker estimates in the long-run Adj. EPS – Networks ($) 2 Assumes 388.1mm fully diluted shares outstanding per Management Forecast; share count held constant through 2030 Arizona actuals 3.12 Current Management Forecast 2.92 1 Median broker estimates 2. 9 2.48 2.43 2.39 2.2 2.1 2.12 2.10 1.93 1.88 1.78 1. 2 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E Adj. EPS – Renewables ($) 2 Assumes 388.1mm fully diluted shares outstanding per Management Forecast; share count held constant through 2030 Arizona actuals Current Management Forecast 1 Median broker estimates 1.0 1.00 0.94 0.92 0.81 0. 9 0. 9 0. 0. 8 0. 0. 3 0. 1 0.37 0.37 Content must not 2021A 2022A 2023A 2024E 202 E 202 E 2027E 2028E 2029E 2030E go below this line Source: Management Forecast, wall street research Confidential | 36 1. Median of projections by BofA Securities, Mizuho, Wolfe Research, as available 2. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period
Summary of top shareholders Institutional investors outside of Indiana have an avg. cost basis of $39.94 2,3 Ownership and cost basis by shareholder group Ownership detail (excl. Indiana) Position Ownership Market value Avg. cost basis Shareholder 6 (mm) (%) ($mm) ($ / share) Iberdrola, S.A. 315.7 81.6% $11,638.4 $29.49 1 Qatar Investment Authority 14.4 3.7% 530.8 51.40 Vanguard Group Inc/The 7.7 2.0% 284.3 33.26 5 Atlas Infrastructure Partners 6.8 1.8% 252.1 41.00 BlackRock Inc 6.7 1.7% 245.7 39.50 edge un d Brokerage Clean Energy Transition LLP 2.3 0.6% 86.0 30.22 Mackenzie Financial Corp 1.9 0.5% 70.7 38.10 State Street Corp 1.7 0.4% 62.2 37.03 o ereign ther Insurance Morgan Stanley 1.3 0.4% 49.6 39.02 ealth un d Two Sigma Investments LP 1.2 0.3% 43.0 32.98 orp Geode Capital Management LLC 1.0 0.3% 37.7 36.33 Legal & General Group PLC 1.0 0.3% 36.1 37.36 Norges Bank 0.9 0.2% 34.5 33.50 Robeco Schweiz AG 0.9 0.2% 34.4 40.43 Voloridge Investment Management 0.8 0.2% 30.6 34.05 JPMorgan Chase & Co 0.8 0.2% 30.3 39.31 In estment ad iso r Millennium Management LLC/NY 0.8 0.2% 28.6 33.06 GAMCO Investors 0.6 0.2% 22.8 35.81 Squarepoint Ops LLC 0.6 0.2% 22.5 35.26 Charles Schwab Corp/The 0.6 0.2% 22.5 37.34 AQR Capital Management LLC 0.5 0.1% 18.7 40.56 Grace Partners (First Trust) 0.4 0.1% 15.5 39.71 Citadel Advisors LLC 0.4 0.1% 14.9 35.41 Accrued Equities Inc 0.4 0.1% 14.2 35.59 HSBC Holdings PLC 0.4 0.1% 13.8 36.43 Other institutional holders 13.5 3.4% 496.7 36.72 Weighted avg. cost basis Total institutional holders 383.4 99.0% $14,136.4 $31.34 4: (excl. Indiana) $39.94 Insiders 0.3 0.1% $11.2 $34.02 Unknown holders 4.4 0.9% $163.3 NA Median cost basis 4: (excl. Indiana) $36.72 Total 388.1 100.0% $14,310.9 $31.33 Source: Bloomberg, Capital IQ, company filings as of 04/19/2024 1. Ownership position assumed to be unchanged versus initial sale of Arizona common stock to Qatar Investment Authority’s ow wnheodlly subsidiary, Hyde Member LLC on 5/12/2021 Content must not 2. Excludes holdings by Indiana 3. “Other” includes investors classified by Bloomberg as “Trust”, “Pension”, “Holding Company”, “Endowment”, “Family Office ove ”, r“nG ment”, Unclassified”, or “Other” go below this line 4. Represents weighted average cost basis of institutional shareholders, excluding Indiana Confidential | 37 5. Atlas Infrastructure Partners’ average cost basis as per Arizona Management 6. Fully diluted shares outstanding of 388.146 as of 03/31/2024, per the Management Forecast
Disclaimer This presentation has been prepared by Moelis Company LLC (“Moelis”) solely for the information and assistance of the al CS omm peciittee (the “Special Committee”) of the Board of Directors of the company coded Arizona (the “Company”) in considering the ef me att rrers ed to r in these materials. This presentation is confidential and may not be disclosed (in whole or in part) or utilized for other purposes without the express prior written consent of Moelis. This presentation has been prepared based on information provided by the Company and/or from third party sources. Moelis assumed such information is complete and accurate in all material respects. Moelis has not independently verified such information (or assumed responsibility for the independent verification of such information). To the extent this presentation includes projections, forecasts or other forward-looking statements, Moelis has assumed that such information was reasonably prepared based on the best currently available estimates and judgments of the Company and/or other parties as to the future performance of the Company and/or such other parties. Moelis expresses no views as to the reasonableness of any such projections, forecasts or other forward-looking statements or the assumptions on which they are based. Moelis has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company or any other party. Moelis’ participation in any due diligence review is solely for purposes of suppodv rting ice ian ts d aanalysis. This presentation is based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and Moelis assumes no obligation to update this presentation or correct any information herein. No company or transaction used in this presentation is identical to the Company or any potential transaction. The analyses set forth in this presentation do not purport to be appraisals and such analyses do not reflect Moelis’ views of the prices at which businesses or securities actually md. ay B be eca sol use the analyses described in these materials (including the information used in such analyses) are inherently subject to uncertainty, Moelis does not assume responsibility if future results are materially different from those forecast. This presentation was designed for use by certain persons familiar with the business of the Company. This presentation is not intended to provide the sole basis for any decision on any transaction or strategic alternative and is not a recommendation with respect to any transaction or strategic alternative. This presentation does not address the Company’s underlying business decision to engage in any ct iton ran or sastrategic alternative or the relative merits of any transaction or strategic alternative as compared to any alternative business strategies or transactions that might be available to the Company. Nothing contained in this presentation should be construed as legal, regulatory, tax or accounting advice. Moelis and its affiliates are engaged globally in a wide range of investment banking and other activities for their own account and otherwise. Moelis and its affiliates may have advised, may seek to advise and may in the future advise in companies referred to in this presentation. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this presentation. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Content must not go below this line Confidential | 38
Exhibit (c)(3) STRICTLY CONFIDENTIAL Project Discussion Materials for Lean the Special Committee April 25, 2024 Content must not go below this line
STRICTLY CONFIDENTIAL Table of contents 1. Situation overview 2 2. Overview of financial projections 8 3. Preliminary financial analysis summary 13 4. Appendices 21 A. Preliminary Discounted Cash Flow Analysis 22 B. Preliminary Selected Publicly Traded Companies Analysis 28 C. Preliminary Selected Precedent Transactions Analysis (for reference only) 35 D. Preliminary WACC Analysis 40 E. Context for evaluating the proposal 50 F. Other information 53 Content must not go below this line Confidential | 1
1. Situation overview Content must not go below this line Confidential | 2
STRICTLY CONFIDENTIAL Proposed Special Committee roadmap and key questions Focus of Today’s Discussion Phase 1 Phase 2 Phase 3 Fact Gathering Evaluation of the offer and alternatives Negotiations Negotiate Understand the Reach Context Analysis Response with agreement offer Indiana I. Withdraws What is the SC’s What is the best What are the key Is now the right offer perspective on the negotiating terms? time? forecast? strategy? I. Becomes unfriendly What are the key How does the offer What information stakeholder compare vs. What are the deal is needed to considerations potential status terms to focus on? evaluate the offer? (incl. regulatory) to quo value? be considered? Special Committee to What are the key consider other practical What is the current What are the What are the right process, timing market and practical alternatives and tactical next steps? industry backdrop? alternatives? considerations? Moelis will assist the Special Committee through each phase of the roadmap Develop Diligence Key forecast Risks and Value implied Negotiation Viability of process takeaways assumptions opportunities by forecast and tactics alternatives Content must not go below this line Confidential | 3
STRICTLY CONFIDENTIAL Situation overview The Special Committee of “Arizona” (or the “Company”) is evaluating a proposal made by its majority shareholder, “Indiana”, to acquire the publicly traded shares of Arizona it does not already own • On March 6, Indiana submitted a written, non-binding proposal (“Indicative Offer”) to acquire the common shares of Arizeos na it do not already own at an offer price of $34.25 (the “Proposed Transaction”) o Indiana also submitted a list of requested diligence items alongside the Indicative Offer o Indiana and Arizona issued press releases on the existence of the Indicative Offer on March 7 (the “Offer Announcement”) o Indiana is interested only in pursuing the Proposed Transaction and does not intend to sell Indiana’s stake in the Company to any third party • Following the offer, the Company Board delegated authority to the Unaffiliated Committee of the Board to act with respect to a potential transaction (the “Special Committee”); the Special Committee subsequently retained Paul Weiss as counsel • On March 26, Moelis met with the Special Committee and was subsequently asked to be its financial advisor o Moelis was formally engaged by the Special Committee on March 27 • Since being engaged, Moelis has engaged in business and financial diligence on Arizona o Moelis has received access to a virtual data room as well as access to Arizona management, including several diligence calls • On April 4, the Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence and next steps • On April 9, at the request of the Company’s second largest shareholder (the “Shareholder”), the Special Committeme eta nd Moelis with the Shareholder to listen to the Shareholder’s perspective on the Indicative Offer. The Special Committee, M ul oelis and Pa Weiss also met separately to discuss Moelis’ diligence and next steps • During the week of April 8, Arizona held regularly scheduled Board and committee meetings o The Audit Committee reviewed projections for 2024 – 2030 with the Chief Financial Officer (“CFO”) o The Board of Directors subsequently approved the 2024 – 2026 projections (non-independent directors from Indiana recused themselves from the vote) Content must not go below this line Confidential | 4
STRICTLY CONFIDENTIAL Summary of Moelis work • March 18: Moelis signed a confidentiality agreement and subsequently received access to the Indicative Offer • March 25: Moelis sent the Special Committee a disclosure letter outlining its relationships with certain parties that could be involved in a potential transaction • March 26: Moelis presented a pitch to the Special Committee, including Moelis’ credentials and other information related iewts o on M oelis’ v the broader market and the Indicative Offer • March 27: Moelis was formally engaged by the Special Committee • March 28: Moelis submitted a preliminary list of diligence requests to Arizona management • March 29: Moelis received access to a virtual data room populated with preliminary responses to its information requests • April 3: Moelis held three calls with Arizona management, including calls with the Company’s Chief Executive Officer, C l O hifef ficer Financia and leaders of the Company’s Networks and Renewables businesses. Throughout early April, Moelis also submitted sev uperal follow diligence requests to the Company • April 4: The Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence and next steps • April 8: Moelis held an additional diligence call on the Networks business with Arizona management • April 9: Moelis attended a meeting with the Shareholder. The Special Committee, Moelis and Paul Weiss also met separately to discuss Moelis’ diligence and next steps • April 15: Moelis participated in a call with Morgan Stanley (Indiana’s financial advisor) and the Company to discuss di atlig ion ence inform provided to Indiana • April 22: The Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence to date, the Arizona management nex forecast t and steps • April 23: Moelis held an additional diligence call on the Renewables business with Arizona management, including the Chief Financial Officer Content must not go below this line Confidential | 5
STRICTLY CONFIDENTIAL Indiana’s Indicative Offer in context: premia and implied multiples Unaffected Offer Price Current 3/6/2024 3/7/2024 4/24/2024 Share Price Sensitivity ($ in billions, except per share amounts) Share Price $32.08 $34.25 $37.02 $38.00 $40.00 $42.00 $44.00 $46.00 1 $12.5 $13.3 $14.4 $14.7 $15.5 $16.3 $17.1 $17.9 Market Capitalization 1 Enterprise Value $25.6 $26.5 $27.6 $27.9 $28.7 $29.5 $30.3 $31.0 ∆ between offer price of $34.25 and current share price of 2 $37.02 represents ~6 quarters of dividend payments Implied Offer Premiums Statistic Current Trading $37.02 (13%) (7%) – 3% 8% 13% 19% 24% Unaffected Share Price 32.08 – 7% 15% 18% 25% 31% 37% 43% Indiana Offer Price 34.25 (6%) – 8% 11% 17% 23% 28% 34% 30-day VWAP (Unaffected) 31.07 3% 10% 19% 22% 29% 35% 42% 48% % of 52 Week High 41.12 (22%) (17%) (10%) (8%) (3%) 2% 7% 12% % of 52 Week Low 28.36 13% 21% 31% 34% 41% 48% 55% 62% Implied P / E Multiples Statistic 2024E $2.26 14.2x 15.2x 16.4x 16.8x 17.7x 18.6x 19.5x 20.4x Wall Street 2025E 2.43 13.2x 14.1x 15.3x 15.7x 16.5x 17.3x 18.1x 19.0x Research 2026E 2.52 12.7x 13.6x 14.7x 15.1x 15.9x 16.7x 17.5x 18.3x 2024E $2.28 14.0x 15.0x 16.2x 16.6x 17.5x 18.4x 19.3x 20.1x Mgmt. 2025E 2.47 13.0x 13.9x 15.0x 15.4x 16.2x 17.0x 17.8x 18.6x 3 Forecast 2026E 2.60 12.3x 13.2x 14.2x 14.6x 15.4x 16.2x 16.9x 17.7x Source: S&P Capital IQ as of 04/24/2024 Content must not Note: Wall Street research consensus estimates and 52 week share price range as of the Unaffected Date (03/06/2024) 1. Fully diluted shares outstanding of 388.146 million as of 03/31/2024 per Arizona management, Management Forecast does not assume any changes to fully diluted shares outstanding go below this line over the forecast period Confidential | 6 2. Based on Q1 2024 declared dividend of $0.44 per share 3. Based on adjusted net income per the Management Forecast
STRICTLY CONFIDENTIAL Summary of potential strategic alternatives Benefits Considerations 1 ✓ Provides potential for liquidity to shareholders at a premium to unaffected ? Price and terms Engage with Indiana in trading price Negotiations ? Deal certainty / timeline ✓ Reduces execution risks of business plan 2 ? Future cost of capital and market conditions uncertain ✓ Allows management to continue focusing on Decline to engage with execution ? Share price impact Indiana ✓ Potential to restart discussions in future ? Alternative funds for business plan ? Indiana’s willingness to engage in the future 3 ? Indiana is interested only in pursuing the Explore options for third Proposed Transaction party investment to ✓ Competitive tension with Indiana acquire the Arizona ? Ability to drive third party interest minority stake ? Management time and resources Content must not go below this line Confidential | 7
2. Overview of financial projections Content must not go below this line Confidential | 8
STRICTLY CONFIDENTIAL Management financial plan overview & assumptions • Arizona Management developed and provided the long-term projections (the “Management Forecast” or the “Long Term Outlook (“LTO”)”) to Moelis • The LTO covers a 12-year forecast period from 2024E to 2035E and includes annual financial projections for each of the three business segments (Networks, Renewables and Corporate) o Arizona’s Board of Directors reviewed and approved the 20 – 20 2426 E E period of the LTO on April 11, 2024 o Arizona’s Audit Committee reviewed the projections to 2030E with the Company’s Chief Financial Officer Overview o Forecasts for the 2031E – 2035E period were also prepared by Arizona management and provided to Moelis • No external equity issuances assumed throughout the forecast period • The LTO assumes that the Company divests a 60% interest in a portfolio of Renewables assets (that are currently being marketed) at book value • The LTO includes detail on tax credits expected to be generated in the Renewables segment 1 • Includes financial projections for all Networks operating companies and subsidiaries • Regulatory assumptions based on approved rate cases and assumed to continue after existing regulatory periods Networks • Networks EBITDA forecasted to grow at 6.8% CAGR from 2024E to 2035E with over $29 bn of assumed capex over the same time period • Includes financial projections for operating and under construction assets as well as expected pipeline development • Financial projections prepared at segment (Onshore, Offshore, Thermal and Trading) level • Renewables EBITDA forecasted to grow at 10.3% CAGR from 2024E to 2035E with over $24 bn of assumed capex over the same time period o The $24 bn of capital expenditures included in the Management Forecast is meaningfully higher than historical levels and Renewables subject to risks including, but not limited to, operational risk, financial risk, land and site control risks, risks related to interconnection to the electric grid, off-taker risk, supply chain risk, regulatory risk, technological risk, environmental risk and changes in market conditions • Run-rate EBITDA for the Renewables segment reflective of capital spend through 2035 of $1,400 mm was provided by Arizona management • Includes projected corporate expenses that are not allocated to the business segments Corporate o Corporate personnel expenses and operating costs are predominantly allocated to each business segment • Includes financing costs associated with corporate level debt Content must not go below this line Confidential | 9 Source: Arizona Management 1. Includes NYSEG, RGE, CMP, UI, CNG, SCG, BGC, MNG, Transco (equity investment), NECEC, Securitization, MEPCO, CORP ASC, CORP UIL and Eliminations
STRICTLY CONFIDENTIAL Summary of the Management Forecast Overview Capex ($ bn) 2 S&P FFO/Debt : • Networks 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% o Reduction in Networks capex from 2024B to 2027E driven by completion of New England Clean Energy Connect o Networks EBITDA CAGR of 6.8% through 2035E • Renewables 2. 2.7 2.4 o Increase in Renewables capex from 2027E to 2030E driven by: 2.5 2. 2.5 2.4 2.0 2.3 • ~$1 bn of repowering capex per year . 0. 0. • ~$700 mm per year of solar growth capex 3. 2. 2.7 • ~$200 mm of wind growth capex in 2027E, increasing to ~$800 mm 2.5 2. 2.5 2.5 2.3 2.2 2. 2. 2.0 by 2030E o Aggregate Renewables EBITDA of ~$10 bn expected to be generated 24E 25E 2 E 27E 2 E 29E 30E 3 E 32E 33E 34E 35E through 2035 with $24.5 bn of capex spend over the same time period 1 Networks Renewables Consolidated EBITDA ($ bn) Adj. Net Income ($ bn) 3 Business Adj. earnings per share ($/sh) line CAGR $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 $3.47 $3.93 $4.24 $4.54 $4.85 Business 4 line CAGR 10.3% $1.4 .3 .3 . .0 .0 0.9 15.1% 0.9 0. 0. 0.7 0.7 0.7 0.5 0. 0.4 0.4 0.3 0. 0.2 0.4 0. 0.2 0.3 0.4 6.8% 3. 3.9 3.7 3. 5.0% 3.4 3.3 3. 2. .4 .4 .4 2. .3 .3 .2 2.4 . 2. .0 .9 0.9 0.9 .0 0. 24E 25E 2 E 27E 2 E 29E 30E 3 E 32E 33E 34E 35E 24E 25E 2 E 27E 2 E 29E 30E 3 E 32E 33E 34E 35E 1 1 Networks Renewables Consolidated Networks Renewables Consolidated Content must not Source: Management Forecast 1. Consolidated includes impact of Corporate segment go below this line 2. Inclusive of S&P adjustments per Management Forecast Confidential | 10 3. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 4. Represents run-rate EBITDA (inclusive of capital spent through 2035) per Arizona Management
STRICTLY CONFIDENTIAL Renewables Revenue by Type Revenue ($ mm) $2, 49 $2,55 $2,353 $2, 90 $2,03 $ , 5 $ ,777 $ ,7 4 $ , 29 $ , 2 $ ,573 $ ,30 24E 25E 2 E 27E 2 E 29E 30E 3 E 32E 33E 34E 35E Onshore Wind Repowering Offshore Wind Onshore Solar Thermal ( lamath) Power Trading '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '34E '35E Onshore Wind $973 $945 $954 $1,005 $980 $944 $981 $1,044 $1,121 $1,178 $1,258 $1,425 Onshore Solar $58 $101 $102 $114 $161 $202 $247 $298 $344 $394 $443 $495 Repowering – ($4) ($1) ($4) $72 $135 $147 $190 $213 $262 $329 $311 Thermal (Klamath) $181 $171 $155 $138 $121 $115 $113 $114 $117 $117 $117 – Power Trading $96 $96 $106 $96 $96 $96 $96 $96 $96 $96 $96 $96 Offshore Wind – $264 $306 $280 $283 $286 $282 $289 $298 $306 $314 $323 Total $1,308 $1,573 $1,621 $1,629 $1,714 $1,777 $1,865 $2,031 $2,190 $2,353 $2,558 $2,649 1 Content must not go below this line Confidential | 11 Source: Management Forecast
STRICTLY CONFIDENTIAL Renewables Capex by Type Capex ($ mm) $2,7 $2, 25 $2,529 $2,5 3 $2,43 $2,402 $2,327 $2, 30 $2,030 $ , 07 $59 $59 24E 25E 2 E 27E 2 E 29E 30E 3 E 32E 33E 34E 35E 1 Other Solar ( rowth) Wind ( rowth) Offshore Repowering Existing Onshore( Wind Solar) '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '34E '35E Existing Onshore (Wind + Solar) $194 $95 $90 $87 $84 $114 $83 $121 $100 $252 $244 $90 Repowering $52 $198 $181 $1,295 $1,059 $1,081 $791 $421 $618 $355 – – Offshore $1,600 $119 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Wind (Growth) $50 $79 $133 $196 $525 $719 $839 $839 $839 $839 $839 $629 Solar (Growth) $118 $12 – $759 $575 $607 $709 $709 $709 $709 $709 $638 1 Other $117 $94 $110 $115 $110 $118 $127 $159 $169 $170 $161 $172 Total $2,130 $596 $591 $2,529 $2,431 $2,716 $2,625 $2,327 $2,513 $2,402 $2,030 $1,607 Existing Onshore (Wind + Solar) 9% 16% 15% 3% 3% 4% 3% 5% 4% 10% 12% 6% Repowering 2% 33% 31% 51% 44% 40% 30% 18% 25% 15% – – Offshore 75% 20% 13% 3% 3% 3% 3% 3% 3% 3% 4% 5% Wind (Growth) 2% 13% 22% 8% 22% 26% 32% 36% 33% 35% 41% 39% Solar (Growth) 6% 2% – 30% 24% 22% 27% 30% 28% 30% 35% 40% 1 Other 6% 16% 19% 5% 5% 4% 5% 7% 7% 7% 8% 11% Total 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Content must not go below this line Confidential | 12 Source: Management Forecast 1. Other includes Capitalized Labor, Thermal, Power Trading and Corporate
3. Preliminary financial analysis summary Content must not go below this line Confidential | 13
STRICTLY CONFIDENTIAL Preliminary financial analysis overview Moelis performed its financial analysis on a sum-of-the-parts (“SOTP”) basis using the Management Forecast • The analysis was performed on a SOTP basis to reflect the different characteristics of the Arizona’s business segments: o (1) Networks, which includes regulated electric, gas and combination utility businesses o (2) Renewables, which includes renewable power generation assets, and o (3) Corporate, which includes corporate-level costs • Moelis exercised its professional judgement in constructing its financial analysis • The DCF analysis was performed using the LTO provided by Arizona Management • Moelis used the terminal multiple method to determine the terminal value; the terminal multiple range, based on reference to current and historical EV / EBITDA (NTM) multiples for the applicable Selected Publicly Traded Companies, was applied to the applicable terminal year EBITDA • For the Networks and Corporate segments, terminal year EBITDA represents 2035E EBITDA • For the Renewables segment, terminal year adjusted EBITDA represents estimated run-rate EBITDA (reflective of capital spend through 2035) provided by Arizona Management plus the average of the last five years of annual tax credits (Production Tax Cred andi ts re ta(“PT inedCs ”) 1 Investment Tax Credits (“ITCs”)) generated in the forecast period, which is informed by the Company’s accounting thvoadology luation me o Estimated run-rate EBITDA was utilized in the terminal year for the Renewables segment based on the forecasted capital expenditures during the 2024E-2035E projection period and the lag expected between investment and EBITDA generation • In addition to the inclusion of certain tax credits in the terminal value, as described above, tax assets created by the Renewables segment were included in the Renewables DCF analysis in the following ways: o Tax credits (PTCs and retained ITCs) expected to be generated between 2024E – 2035E were included in the calculation of unlevered free cash flow and; Discounted Cash Flow (“DCF”) o Net operating losses (“NOLs”) expected to be generated were valued separately and included in the calculation o alu f e e nterprise v Analysis • The DCF analysis for the Renewables segment requires significant exercise of judgment given: o The large portion of Renewables value attributable to tax attributes, which are subject to future statutory changes or expiry, o The significant increase in forecasted Renewables capital expenditures relative to historical levels, including $24 bn of capex in the Management Forecast, resulting in negative cumulative free cash flow through 2035 and a terminal value in excess of 100% of the DCF value of the Renewables segment, o Significant risks related to Renewables segment projects, including, but not limited to, operational risk, financial risk, land and site control risks, risks related to interconnection to the electric grid, off taker risk, supply chain risk, regulatory risk, technological risk, environmental risk and changes in market conditions o Significant changes to the planned Renewables segment capital program may have a material impact on the value implied by the DCF analysis • Moelis exercised its professional judgment to balance the considerations previously mentioned to conduct its analysis, including the terminal value methodology and the treatment of tax credits • For the Corporate segment, Moelis used the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from Networks and Renewables business segments Content must not go below this line Confidential | 14 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Preliminary financial analysis overview (cont’d) Moelis performed its financial analysis on a sum-of-the-parts (“SOTP”) basis using the Management Forecast • Moelis reviewed and analyzed certain financial information and market trading data related to companies whose operations Moelis believed to be generally relevant for the Arizona business segments for purposes of this analysis • For the Networks businesses, Selected Publicly Traded Companies focused on both P / E multiples and EV / EBITDA multiples based on Wall Street consensus estimates for 2024E and 2025E earnings per share and EBITDA, respectively • For the Renewables business, Selected Publicly Traded Companies focused on EV / EBITDA multiples based on Wall Street consensus estimates for 2024E and 2025E EBITDA Selected Publicly Traded Companies • Tax credits (PTCs and retained ITCs) generated by the Renewables segment were added to each respective year’s EBITDA before Analysis 1 applying the applicable EV / EBITDA multiple o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewab les from s egment expected tax credits (PTCs and retained ITCs) • For reference only: An illustrative analysis was also performed on a Consolidated basis, though Moelis did not rely upon it for purposes of its financial analysis due to the lack of comparability of the Selected Publicly Traded Companies with a business mix similar to Arizona • Moelis reviewed and analyzed, but did not rely on, selected precedent merger and acquisition transactions for the last ten years involving companies whose operations Moelis believes to be generally relevant for each of Arizona’s business segments Selected Precedent • Moelis did not view the selected precedents transactions analysis as relevant because: Transactions Analysis o Many of the selected precedent transactions were completed in materially different market and interest rate environments o As Indiana already controls Arizona, there is not a change of control in a potential transaction Content must not go below this line Confidential | 15 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits For Reference Only
STRICTLY CONFIDENTIAL Preliminary financial analysis summary Indicative Offer: $34.25 ($ in mm, except per share amounts) Unaffected Current Price: Trading: Business Line Terminal Range Terminal EBITDA Discount Rate $32.08 $37.02 Discounted Cash Netw orks 10.5x - 11.5x $3,926 6.25% - 7.00% Flow Analysis $2 .42 $4 .39 3 (SOTP) Renew ables 9.5x - 11.5x $2,335 6.50% - 7.50% Corporate 10.35x - 11.54x $0 6.32% - 7.12% Business Line '24E / '25E Trading Multiple '24E / '25E EBITDA '24E / '25E Net Income 2024E $2 .22 $43. Selected 9.5x - 11.5x / 9.0x - 10.5x $1,899 / $2,119 – Publicly Traded Netw orks Companies 13.5x - 16.5x / 13.0x - 15.0x – $835 / $926 Analysis 4 Renew ables 10.0x - 12.0x / 8.5x - 10.0x $743 / $922 – (SOTP) 2025E $3 .93 $44.75 Corporate (based on DCF analysis) Business Line Trading Multiple 2024E EBITDA 2024E Net Income Selected Precedent 10.0x - 12.5x $1,899 – Netw orks Transactions Analysis $32.5 $ 2. 20.5x - 24.5x – $835 (SOTP) 4 Renew ables 11.0x - 13.0x $743 – Consolidated Trading Multiple Net Income $35.4 $39.9 2024E Consolidated 2024E 15.5x - 17.5x $887 Selected 2025E 14.0x - 16.5x $959 Publicly Traded Companies Analysis 2025E $34. 0 $40.77 1 52-week high: 04/25/2023; 52-week low: 10/03/2023 $2 .3 $4 . 2 52-Week High / Low Analyst price targets of 8 brokers prior to announcement of the Indicative Offer 2 Analyst Price Targets $0.00 $20.00 $40.00 $ 0.00 $ 0.00 Source: Management Forecast, S&P Capital IQ as of 4/24/2024 Note: Selected Publicly Traded Companies and Selected Precedent Transactions assume forecasted Renewables and Corporate 2024E net debt of $3,993 mm and non-controlling interest of $1,197 mm as of 06/30/2024; DCF Analysis assumes forecasted consolidated net debt of $12,698 mm and consolidated non-controlling interest of $1,238 mm as of 06/30/2024; fully diluted shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the Content must not forecast period go below this line 1. 52-week high and low closing prices as of the Unaffected Date (03/06/2024) 2. Represents analyst price targets prior to the announcement of Indiana’s Proposal Confidential | 16 3. Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E – 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits 4. Tax credits (PTCs and retained ITCs) generated by the Renewables segment are added to each respective year’s EBIT plD yiA ng be thefor ape a plicabl p e EV / EBITDA multiple For Reference Only
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (DCF Analysis) Terminal Multiple Discount Rate Enterprise Value Terminal Segment Metric Low - High Low - High Low - High Networks EBITDA $3,926 10.50x 11.50x 6.25% 7.00% 19,216 22,940 1 2 Renewables EBITDA $2,335 9.50x 11.50x 6.50% 7.50% $6,332 $9,558 Corporate EBITDA $0 10.35x 11.54x 6.32% 7.12% ($581) ($555) Total Enterprise Value $24,967 $31,942 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $11,030 $18,006 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $28.42 $46.39 Content must not Source: Management Forecast, S&P Capital IQ as of 4/24/2024 Note: Analysis assumes forecasted consolidated net debt of $12,698 mm and consolidated non-controlling interest of $1,238 mm as of 06/30/2024; fully diluted shares outstanding of go below this line 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 17 1. Discounted PTCs, ITCs and NOLs added to enterprise value 2. Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E - 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Publicly Traded Companies Analysis) – 2024E multiples Trading Multiple Enterprise Value Segment 2024 Metric Low - High Low - High EBITDA $1,899 9.50x 11.50x $18,038 $21,836 Networks Net Income $835 13.50x 16.50x 20,021 22,526 Range $18,038 $22,526 1 Renewables EBITDA $743 10.00x 12.00x $7,434 $8,921 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $24,891 $30,892 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $10,955 $16,955 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $28.22 $43.68 Source: Management Forecast, S&P Capital IQ as of 4/24/2024 Content must not Note: Selected Publicly Traded Companies analysis assume forecasted Renewables and Corporate 2024E net debt of $3,993 mm and non-controlling interest of $1,197 mm as of 06/30/2024; fully diluted shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the go below this line forecast period Confidential | 18 1. 2024E tax credits (PTCs and retained ITCs) of $300 mm generated by the Renewables segment are added to each r e Esp BIT ecti DAve b eye foa rer’s applying the applicable EV / EBITDA multiple
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Publicly Traded Companies Analysis) – 2025E multiples Trading Multiple Enterprise Value Segment 2025 Metric Low - High Low - High EBITDA $2,119 9.00x 10.50x $19,073 $22,252 Networks Net Income $926 13.00x 15.00x 20,788 22,640 Range $19,073 $22,640 1 Renewables EBITDA $922 8.50x 10.00x $7,839 $9,222 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $26,330 $31,307 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $12,394 $17,371 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $31.93 $44.75 Source: Management Forecast, S&P Capital IQ as of 4/24/2024 Content must not Note: Selected Publicly Traded Companies analysis assume forecasted Renewables and Corporate 2024E net debt of $3,993 mm and non-controlling interest of $1,197 mm as of 06/30/2024; fully diluted shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the go below this line forecast period Confidential | 19 1. 2025E tax credits (PTCs and retained ITCs) of $3 9 mm generated by the Renewables segment are added to each r e Esp BITecti DAve b eye fora er ’s applying the applicable EV / EBITDA multiple
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Precedent Transactions Analysis) Trading Multiple Enterprise Value Segment 2024 Metric Low - High Low - High EBITDA $1,899 10.00x 12.50x $18,987 $23,734 Networks Net Income $835 20.50x 24.50x 25,867 29,207 Range $18,987 $29,207 1 Renewables EBITDA $743 11.00x 13.00x $8,178 $9,664 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $26,584 $38,316 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $12,647 $24,380 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $32.58 $62.81 Content must not Source: Management Forecast, S&P Capital IQ as of 4/24/2024 Note: Selected Precedent Transactions analysis assume forecasted Renewables and Corporate 2024E net debt of $3,993 mm and non-controlling interest of $1,197 mm as of 06/30/2024; go below this line fully diluted shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 20 1. 2024E tax credits (PTCs and retained ITCs) of $300 mm generated by the Renewables segment are added to each r e Esp BIT ecti DAve b eye foa rer’s applying the applicable EV / EBITDA multiple
4. Appendices Content must not go below this line Confidential | 21
A. Preliminary Discounted Cash Flow Analysis Content must not go below this line Confidential | 22
STRICTLY CONFIDENTIAL DCF Analysis – methodology & assumptions (additional detail) DCF analysis reflects implied Arizona value range based on estimated present value of unlevered after-tax free cash flows provided by Arizona business segments and the estimated present value of the terminal value of each business segment • Based on the Management Forecast • Based on unlevered after-tax free cash flows from June 30, 2024 to December 31, 2035; values were discounted to June 30, 2024 using mid-year discounting convention • Utilizes 26.5% tax rate on all segments, provided by Arizona Management • Assumes debt and cash as of 06/30/2024 • Business segment Weighted Average Cost of Capital (“WACC”) assumptions outlined in the table below • Tax credits that Arizona is forecasted to generate were included in the Renewables DCF analysis: Projections o Generated PTCs and retained ITCs were included in the calculation of unlevered free cash flow; NOLs were valued separately, discounted to 06/30/2024 using the same discount rate range derived from the Networks business WACC analysis and included in the calculation of Renewables enterprise value o NOL tax credits are estimated as the Renewables segment’s negative EBIT (as presented in the DCF analysis), andto a bre e ue sx ep de cted immediately to offset taxes owed on income generated by the Networks business o Because the income that the NOL tax credits are offsetting is generated at the Networks business, Moelis used the Networks segment discount rate to calculate the value of the NOL tax credits • Terminal EBITDA represents 2035E EBITDA for the Networks and Corporate segments • For the Renewables segment, terminal year adjusted EBITDA represents estimated run-rate EBITDA (reflective of capital spend through 2035) provided by Arizona Management plus the average of the last five years of annual tax credits (Production Tax Cred andi ts re ta(“PT inedCs ”) 1 Investment Tax Credits (“ITCs”)) generated in the forecast period, which is informed by the Company’s accounting thvoal do ua log tion y me Terminal Value • Assumes the following items held constant from 2035E: 1) change in net working capital, 2) change in deferred tax liabilities, 3) depreciation & amortization and 4) tax rate for Consolidated and each Business Line • Assumes capital expenditure equal to 120% of depreciation & amortization in terminal year • Terminal EV / EBITDA multiple range based on reference to current and historical EV / NTM EBITDA multiples for the applicable Selected Publicly Traded Companies with no emphasis on any one multiple Projections Terminal Value Discount Rate EBITDA Terminal Value as a Implied Perpetuity Range Multiple Range % of Enterprise Value Growth Rate Segment Low - High Low - High Low - High Low - High Networks 6.25% 7.00% 10.5x 11.5x 97.8% 98.7% 1.5% 2.6% Renewables 6.50% 7.50% 9.5x 11.5x 140.1% 159.0% 2.3% 4.0% Corporate 6.32% 7.12% 10.3x 11.5x NM NM NM NM Content must not go below this line Confidential | 23 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits SOTP
STRICTLY CONFIDENTIAL Networks – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year EBITDA $949 $2,119 $2,354 $2,633 $2,850 $3,073 $3,297 $3,448 $3,595 $3,741 $3,832 $3,926 $3,926 % Growth NA 11.6% 11.1% 11.9% 8.2% 7.8% 7.3% 4.6% 4.3% 4.1% 2.4% 2.5% Less: Depreciation & Amortization ($386) ($862) ($940) ($1,029) ($1,109) ($1,175) ($1,272) ($1,325) ($1,380) ($1,438) ($1,497) ($1,557) ($1,557) EBIT $563 $1,257 $1,413 $1,604 $1,741 $1,898 $2,025 $2,122 $2,215 $2,303 $2,335 $2,369 $2,369 Less: Taxes @ 26.5% (149) (333) (375) (425) (461) (503) (537) (562) (587) (610) (619) (628) (628) Tax-Affected EBIT $414 $924 $1,039 $1,179 $1,280 $1,395 $1,488 $1,560 $1,628 $1,693 $1,716 $1,742 $1,742 Plus: Depreciation & Amortization 386 862 940 1,029 1,109 1,175 1,272 1,325 1,380 1,438 1,497 1,557 1,557 Plus: Deferred Income Taxes 58 91 74 85 87 102 129 121 109 99 96 102 102 Less: Capital Expenditures (1,531) (2,545) (2,575) (2,472) (2,834) (2,747) (2,476) (2,018) (2,079) (2,137) (2,204) (2,272) (1,557) Less: Change in Working Capital and Others (261) (236) (170) (59) (61) (27) (66) 1 37 56 50 28 28 Unlevered Free Cash Flow ($933) ($904) ($693) ($238) ($419) ($102) $348 $989 $1,075 $1,149 $1,155 $1,156 $1,871 Implied enterprise value ($ mm) Implied perpetuity growth rate (%) Terminal EBITDA Multiple Terminal EBITDA Multiple 10.50x 10.75x 11.00x 11.25x 11.50x 10.50x 10.75x 11.00x 11.25x 11.50x 6.25% $20,984 $21,473 $21,962 $22,451 $22,940 6.25% 1.5% 1.6% 1.7% 1.8% 1.9% 6.50% 20,378 20,854 21,329 21,805 22,281 6.50% 1.7% 1.8% 1.9% 2.0% 2.1% 6.75% 19,789 20,252 20,715 21,178 21,641 6.75% 2.0% 2.1% 2.2% 2.3% 2.4% 7.00% 19,216 19,667 20,118 20,569 21,019 7.00% 2.2% 2.3% 2.4% 2.5% 2.6% Content must not go below this line Confidential | 24 Source: Management Forecast, S&P Capital IQ as of 4/24/2024 WACC WACC
STRICTLY CONFIDENTIAL Renewables – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year 1 EBITDA $222 $603 $636 $639 $680 $746 $784 $900 $1,009 $1,112 $1,252 $1,308 $1,400 % Growth NA 36.1% 5.4% 0.4% 6.5% 9.7% 5.0% 14.9% 12.0% 10.3% 12.5% 4.5% Less: Depreciation & Amortization ($231) ($717) ($693) ($956) ($863) ($904) ($1,024) ($1,059) ($1,077) ($1,104) ($1,138) ($1,185) ($1,185) EBIT ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 $215 Less: Taxes @ 26.5% – – – – – – – – – (2) (30) (33) (57) Tax-Affected EBIT ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $6 $84 $90 $158 2 Plus: Tax Credits 455 329 331 477 539 637 681 803 938 1,042 1,103 1,190 635 Plus: Depreciation & Amortization 231 717 693 956 863 904 1,024 1,059 1,077 1,104 1,138 1,185 1,185 Plus: Deferred Income Taxes – – – – – – – – – – – – – Less: Capital Expenditures (1,065) (596) (591) (2,529) (2,431) (2,716) (2,625) (2,327) (2,513) (2,402) (2,030) (1,607) (1,422) Less: Change in Working Capital and Others (18) (1) 12 57 44 24 32 16 16 28 54 25 25 Unlevered Free Cash Flow ($407) $336 $388 ($1,356) ($1,168) ($1,308) ($1,128) ($607) ($551) ($222) $348 $883 $581 3 Terminal Year Adjusted EBITDA: $2,035 Implied enterprise value ($ mm) Implied perpetuity growth rate (%) Terminal EBITDA Multiple Terminal EBITDA Multiple 9.50x 10.00x 10.50x 11.00x 11.50x 9.50x 10.00x 10.50x 11.00x 11.50x 6.50% 6.50% $7,028 $7,594 $8,160 $8,726 $9,292 2.3% 2.5% 2.7% 2.9% 3.0% 6.75% 6.75% 6,778 7,329 7,880 8,431 8,982 2.5% 2.7% 2.9% 3.1% 3.3% 7.00% 7.00% 6,536 7,072 7,608 8,144 8,681 2.8% 3.0% 3.2% 3.3% 3.5% 7.25% 7.25% 6,301 6,823 7,345 7,867 8,389 3.0% 3.2% 3.4% 3.6% 3.7% 7.50% 7.50% 6,074 6,582 7,090 7,598 8,107 3.3% 3.5% 3.6% 3.8% 4.0% Content must not Source: Management Forecast, S&P Capital IQ as of 4/24/2024 1 Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management go below this line 2 Generated PTCs + Retained ITCs Confidential | 25 3 Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E - 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits WACC WACC
STRICTLY CONFIDENTIAL Tax assets – Discounted Cash Flow Analysis Projected tax savings Tax Savings Analysis 6 Mo. Fiscal Year Ended December 31, ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Renew ables EBIT Losses ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 (x) Tax Rate (26.5%) ($3) ($30) ($15) ($84) ($48) ($42) ($64) ($42) ($18) $2 $30 $33 Tax Savings Generated $3 $30 $15 $84 $48 $42 $64 $42 $18 – – – Present value of NOLs ($ mm) Networks WACC 6.25% 6.44% 6.63% 6.81% 7.00% $266 $264 $262 $260 $258 Content must not go below this line Confidential | 26 Source: Management Forecast, S&P Capital IQ as of 4/24/2024
STRICTLY CONFIDENTIAL Corporate – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year EBITDA ($4) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Growth NA (101.6%) (40.8%) (6.2%) 6.4% 14.5% 21.8% 20.0% 12.1% 56.7% 27.3% 30.3% Less: Depreciation & Amortization ($5) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) EBIT ($9) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) Less: Taxes @ 26.5% – – – – – – – – – – – – – Tax-Affected EBIT ($9) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) Plus: Depreciation & Amortization 5 7 7 7 7 7 7 7 7 7 7 7 7 Plus: Deferred Income Taxes – (15) (21) (35) (79) (113) (120) (123) (128) (120) (65) (14) (14) Less: Capital Expenditures (5) – – – – – – – – – – – – Less: Change in Working Capital and Others 2 (16) (8) 1 1 0 – – 2 1 1 1 1 Unlevered Free Cash Flow ($7) ($31) ($29) ($34) ($78) ($113) ($120) ($123) ($125) ($119) ($64) ($13) ($13) Implied enterprise value ($ mm) Terminal EBITDA Multiple 10.35x 10.64x 10.94x 11.24x 11.54x 6.32% ($581) ($581) ($581) ($581) ($581) 6.52% (575) (575) (575) (575) (575) 6.72% (568) (568) (568) (568) (568) 6.92% (562) (562) (562) (562) (562) 7.12% (556) (556) (556) (556) (555) Content must not go below this line Confidential | 27 Source: Management Forecast, S&P Capital IQ as of 4/24/2024 WACC
B. Preliminary Selected Publicly Traded Companies Analysis Content must not go below this line Confidential | 28
STRICTLY CONFIDENTIAL Discussion of Selected Publicly Traded Companies Moelis reviewed and analyzed certain financial information and market trading data related to companies whose operations Moelis believed to be generally relevant for the Arizona business segments • Moelis’ Selected Publicly Traded Companies analysis focuses on a combination of both P / E and EV / EBITDA mul Wtipl ales l Strba eesed t on consensus estimates for 2024E and 2025E EBITDA and earnings per share for the Networks segment while focusing primarily on EV / EBITDA multiples for the Renewables segment • For reference only: An illustrative analysis was also performed on a Consolidated basis, though Moelis did not rely upon it for purposes of its financial analysis due to the lack of comparability of the Selected Publicly Traded Companies with a business mix similar to Arizona • Although none of the Selected Publicly Traded Companies that Moelis focused its financial analysis on are directly comparable, Moelis selected them because, among other reasons, they have one or more similar operating and financial characteristics, including: o Electric Networks: Pure-play (primarily fully regulated) electric utility companies o Gas Networks: Pure-play (primarily fully regulated) gas utility companies o Combined Networks: Primarily fully regulated utility companies with both electric and gas business operations o Renewables: Renewable power generation companies o Consolidated: Companies that have meaningful regulated utility and unregulated renewable power generation business operations • Corporate: reference to the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from other business segments • The Selected Publicly Traded Companies analysis includes: o Electric Networks: American Electric Power Company, Inc., Entergy Corporation, Evergy, Inc., FirstEnergy Corp., Pinnacle West Capital Corp., PNM Resources Inc. and Portland General Electric Company o Gas Networks: Atmos Energy Corporation, Northwest Natural Holding Company, ONE Gas, Inc. and Spire Inc. o Combined Networks: Alliant Energy Corporation, Avista Corporation, Black Hills Corporation, CenterPoint Energy, Inc., Consolidated Edison, Inc., Duke Energy Corporation, Exelon Corporation, NiSource Inc., NorthWestern Energy Group, Inc., PPL Corporation and Xcel Energy Inc. o Renewables: Atlantica Sustainable Infrastructure plc, Boralex Inc., Brookfield Renewable Partners L.P., Clearway Energy, Inc., Innergex Inc., NextEra Energy Partners, LP and Northland Power Inc. o Consolidated (for reference only): ALLETE, Inc., Ameren Corporation, CMS Energy Corporation, Dominion Energy, Inc., DTE Energy Company, NextEra Energy, Inc., The Southern Company and WEC Energy Group, Inc. Content must not go below this line Confidential | 29
STRICTLY CONFIDENTIAL Discussion of Selected Publicly Traded Companies (cont’d) • A number of factors limit comparability of Selected Publicly Traded Companies, including: o Electric Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Gas Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Combined Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Renewables: company size, geography, business mix, contract profile, counterparties, etc. o Consolidated: business mix, company size, business profile, regulatory jurisdiction and environments • No individual multiple is determinative of reference ranges • The selected reference ranges are based on: o For Networks and Renewables businesses: the observed range of metrics from each applicable set of Selected Publicly Traded Companies, with no emphasis placed on any one multiple o For Corporate: the weighted average (weighted based on EBITDA contribution) of each business segment’s midpoint • To calculate the enterprise value of the Networks segment, Moelis took the enterprise values implied by applying the applicable selected reference ranges to 2024E and 2025E EBITDA and the enterprise value implied by applying the applicable selected reference ranges to 2024E and 2025E earnings per share and adding the net debt and non-controlling interest attributable to the Networks business • To calculate enterprise value of the Renewables segment, Moelis added the 2024E and 2025E tax credits to the s ap Epl BiIcab TDAle year’ 1 and then applied the selected reference ranges o Tax credits calculated as PTCs allocated to Tax Equity Investors (“TEI”) plus retained PTCs and retained ITCs, per nag ement Arizona ma 1 adj. EBITDA (with Tax Credits) o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewabl fres omseg ment expected tax credits (PTCs and retained ITCs) • Enterprise value for the Corporate segment was based on the DCF analysis Content must not go below this line Confidential | 30 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Networks – Selected Publicly Traded Companies Share Price % of 52 Market Enterprise EV / EBITDA P / E Dividend Long-Term 1 ($ in millions, except per share data) 04/24/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Electric Companies American Electric Power Company, Inc. $86.37 91.7% $45,596 $88,598 10.9x 9.9x 15.4x 14.5x 4.1% 5.9% Entergy Corporation 106.46 97.7% 22,873 49,587 10.0x 9.2x 14.8x 13.8x 4.2% 6.9% FirstEnergy Corp. 38.30 93.1% 22,114 47,493 11.7x 10.6x 14.2x 13.4x 4.3% 6.0% Evergy, Inc. 52.48 82.5% 12,105 25,407 9.7x 9.2x 13.7x 13.0x 4.9% 4.9% Pinnacle West Capital Corporation 74.54 86.6% 9,237 17,735 9.9x 9.1x 15.9x 15.1x 4.7% 6.6% Portland General Electric Company 43.69 84.7% 4,448 8,897 8.3x 7.7x 14.2x 13.5x 4.4% 9.9% PNM Resources, Inc. 36.63 74.9% 3,312 8,185 10.1x 9.0x 13.6x 13.0x 4.3% 3.8% High 11.7x 10.6x 15.9x 15.1x 4.9% 9.9% Mean 10.1x 9.2x 14.6x 13.8x 4.4% 6.3% Median 10.0x 9.2x 14.2x 13.5x 4.3% 6.0% Low 8.3x 7.7x 13.6x 13.0x 4.1% 3.8% EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 04/24/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Gas Companies Atmos Energy Corporation $118.66 94.7% $17,945 $25,179 12.2x 10.7x 17.6x 16.5x 2.7% 7.0% ONE Gas, Inc. 64.93 77.4% 3,696 6,747 10.0x 9.0x 16.8x 15.7x 4.1% 3.0% Spire Inc. 62.05 88.7% 3,441 8,430 10.9x 10.1x 13.9x 13.3x 4.9% 6.5% Northwest Natural Holding Company 38.58 79.8% 1,457 3,100 9.7x 8.1x 16.8x 13.5x 5.1% 5.3% High 12.2x 10.7x 17.6x 16.5x 5.1% 7.0% Mean 10.7x 9.5x 16.3x 14.7x 4.2% 5.5% Median 10.4x 9.6x 16.8x 14.6x 4.5% 5.9% Low 9.7x 8.1x 13.9x 13.3x 2.7% 3.0% 4 Arizona (Current) $37.02 89.8% $14,369 $27,315 11.4x 10.7x 16.4x 15.3x 4.8% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% 2 $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% 3 2 Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.32 94.2% $77,036 $146,411 9.3x 8.7x 14.5x 13.8x 4.8% 5.1% Source: S&P Capital IQ as of 04/24/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. As of the Unaffected Date (03/06/2024) Confidential | 31 3. As of the Offer Announcement (03/07/2024) 4. Includes Arizona net debt balance as of 12/31/2023 Gas Electric
STRICTLY CONFIDENTIAL Networks – Selected Publicly Traded Companies (cont’d) EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 04/24/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Combination Companies Duke Energy Corporation $98.96 98.8% $76,556 $158,880 11.6x 10.7x 16.6x 15.6x 4.2% 6.2% Exelon Corporation 37.77 86.7% 37,816 81,403 10.1x 9.3x 15.5x 14.4x 4.0% 5.7% Consolidated Edison, Inc. 93.43 93.0% 32,392 55,668 10.7x 9.8x 17.6x 16.7x 3.6% 5.2% Xcel Energy Inc. 55.33 78.0% 30,717 56,902 10.1x 9.2x 15.5x 14.4x 3.8% 5.9% PPL Corporation 27.37 94.3% 20,188 35,468 10.2x 9.6x 16.1x 15.0x 3.8% 8.3% CenterPoint Energy, Inc. 29.07 92.5% 18,610 36,597 10.5x 9.7x 18.0x 16.7x 2.8% 8.0% Alliant Energy Corporation 50.37 89.5% 12,936 22,383 12.1x 11.0x 16.4x 15.4x 3.8% 6.3% NiSource Inc. 28.18 97.3% 12,641 26,882 10.6x 9.6x 16.4x 15.2x 3.8% 7.1% Black Hills Corporation 54.54 81.6% 3,740 8,144 10.7x 9.8x 14.0x 13.2x 4.8% 4.0% NorthWestern Energy Group, Inc. 50.61 83.6% 3,111 5,895 10.3x 9.8x 14.4x 13.7x 5.2% 5.1% Avista Corporation 35.79 79.8% 2,813 5,710 10.0x 9.4x 14.7x 13.7x 5.3% 5.0% High 12.1x 11.0x 18.0x 16.7x 5.3% 8.3% Mean 10.6x 9.8x 15.9x 14.9x 4.1% 6.1% Median 10.5x 9.7x 16.1x 15.0x 3.8% 5.9% Low 10.0x 9.2x 14.0x 13.2x 2.8% 4.0% 4 Arizona (Current) $37.02 89.8% $14,369 $27,315 11.4x 10.7x 16.4x 15.3x 4.8% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% 2 $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% 3 Arizona (Offer Announcement) $34.25 83.1% 2 $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.32 94.2% $77,036 $146,411 9.3x 8.7x 14.5x 13.8x 4.8% 5.1% Source: S&P Capital IQ as of 04/24/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. As of the Unaffected Date (03/06/2024) Confidential | 32 3. As of the Offer Announcement (03/07/2024) 4. Includes Arizona net debt balance as of 12/31/2023 Combination
STRICTLY CONFIDENTIAL Renewables – Selected Publicly Traded Companies Share Price % of 52 Market Enterprise EV / EBITDA Dividend ($ in millions, except per share data) 04/24/2024 Wk High Cap. Value 2024E 2025E Yield Selected Publicly Traded Renewables Companies 1 Brookfield Renewable Partners L.P. $21.63 67.3% $10,504 $39,939 16.4x 15.4x 6.5% 2 2 NextEra Energy Partners, LP 29.63 46.4% 5,703 22,255 11.1x 11.0x 12.4% Northland Power Inc. 15.64 62.9% 3,987 9,091 9.9x 9.5x 5.6% Clearway Energy, Inc. 21.76 71.4% 2,678 13,139 11.2x 10.8x 7.3% Atlantica Sustainable Infrastructure plc 20.41 74.7% 2,369 7,749 9.5x 9.1x 8.9% Boralex Inc. 20.09 66.4% 2,065 4,672 9.3x 8.7x 2.4% Innergex Renewable Energy Inc. 5.97 56.9% 1,220 6,073 11.4x 10.0x 4.4% High 16.4x 15.4x 12.4% Mean 11.2x 10.6x 6.8% Median 11.1x 10.0x 6.5% Low 9.3x 8.7x 2.4% 5 Arizona (Current) $37.02 89.8% $14,369 $27,315 11.4x 10.7x 4.8% 3 Arizona (Unaffected Date) $32.08 77.8% $12,455 $25,401 10.9x 9.3x 5.5% 4 Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 4.9% Indiana $12.32 94.2% $77,036 $146,411 9.3x 8.7x 4.8% Source: Arizona Management, S&P Capital IQ as of 04/24/2024, public disclosure Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 Content must not 1. Excludes minority interest as Wall Street research consensus estimates exclude EBITDA attributable to non-controlling interest 2. Includes NextEra Energy, Inc. ownership interest go below this line 3. As of the Unaffected Date (03/06/2024) Confidential | 33 4. As of the Offer Announcement (03/07/2024) 5. Includes Arizona net debt balance as of 12/31/2023
STRICTLY CONFIDENTIAL Consolidated – Selected Publicly Traded Companies (for reference only) EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 04/24/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Consolidated Companies NextEra Energy, Inc. $66.56 84.8% $137,030 $219,551 14.4x 13.0x 19.5x 18.1x 3.1% 8.1% The Southern Company 73.91 97.5% 80,891 145,935 12.5x 11.7x 18.5x 17.1x 3.8% 5.9% Dominion Energy, Inc. 51.23 88.5% 43,000 84,163 12.0x 11.5x 18.1x 15.2x 5.3% 7.5% WEC Energy Group, Inc. 82.63 84.5% 26,126 45,375 12.0x 11.3x 17.0x 15.8x 4.1% 6.4% DTE Energy Company 111.55 95.6% 23,140 43,964 11.0x 10.0x 16.7x 15.6x 3.7% 7.0% Ameren Corporation 74.71 82.3% 19,988 36,598 11.4x 10.4x 16.2x 15.2x 3.6% 6.6% CMS Energy Corporation 60.28 94.5% 17,819 33,853 11.6x 10.7x 18.1x 16.8x 3.4% 7.4% 5 ALLETE, Inc. 59.96 94.1% 3,462 5,780 12.1x 11.5x 15.5x 14.4x 4.7% 5.1% High 14.4x 13.0x 19.5x 18.1x 5.3% 8.1% Mean 12.1x 11.3x 17.4x 16.0x 4.0% 6.8% Median 12.0x 11.4x 17.5x 15.7x 3.8% 6.8% Low 11.0x 10.0x 15.5x 14.4x 3.1% 5.1% 2 4 Arizona (Current) $37.02 89.8% $14,369 $27,315 11.4x 10.7x 16.4x 15.3x 4.8% 6.2% 3 Arizona (Unaffected Date) $32.08 77.8% $12,455 $25,401 10.9x 9.3x 14.0x 12.9x 5.5% 6.2% Arizona (Offer Announcement) $34.25 83.1% $13,297 $26,243 11.2x 9.6x 14.9x 13.8x 4.9% 6.2% Indiana $12.32 94.2% $77,036 $146,411 9.1x 8.7x 14.5x 13.8x 4.8% 5.1% Source: Arizona Management, S&P Capital IQ as of 04/24/2024, public disclosure Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 Content must not 1. Long-term EPS growth rate based on Wall Street research consensus estimates 2. As of the Unaffected Date (03/06/2024) go below this line 3. As of the Offer Announcement (03/07/2024) Confidential | 34 4. Includes Arizona net debt balance as of 12/31/2023 5. ALLETE, Inc. trading impacted by a 12/05/2023 news report that stated ALLETE, Inc. was exploring a sale
C. Preliminary Selected Precedent Transactions Analysis (for reference only) Content must not go below this line Confidential | 35
STRICTLY CONFIDENTIAL Discussion of Selected Precedent Transactions (for reference only) Moelis reviewed and analyzed, but did not rely on, selected precedent merger and acquisition transactions for the last ten years involving companies whose operations Moelis believes to be generally relevant for each of Arizona’s business segments • Moelis did not view the Selected Precedents Transactions analysis as relevant because: o Many of the selected precedent transactions were completed in materially different market and interest rate environments o As Indiana already controls Arizona, there is not a change of control in a potential transaction • Moelis’ Selected Precedent Transactions analysis focuses on a combination of P / E multiples and EV / EBITDA e m Nult etw iples ork s fbu or stine h sses while focusing primarily on EV / EBITDA multiples for the Renewables business • Although none of the Selected Precedent Transactions Moelis focused on in this analysis are directly comparable, Moelis selected them because, among other reasons, the targets have one or more similar operating and financial characteristics, including: o Electric Networks: Pure-play (primarily fully regulated) electric utility companies o Gas Networks: Pure-play (primarily fully regulated) gas utility companies o Combined Networks: Primarily fully regulated utility companies with both electric and gas business operations o Renewables: Renewable power generation companies • Corporate: reference to the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from other business segments • A number of factors limit comparability of Selected Precedent Transactions, including: o Electric Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Gas Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Combined Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Renewables: company size, geography, business mix, contract profile, counterparties, etc. o In addition, timing differences in different economy and commodity cycles also limit comparability • The selected reference ranges for the Selected Precedent Transactions analysis are based on: o Electric Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected electric utility transactions, with no emphasis placed on any one multiple o Gas Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected gas utility transactions, with no emphasis placed on any one multiple o Combined Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected electric and gas combination utility transactions, with no emphasis placed on any one multiple o Renewables: based on the observed EV / EBITDA (LTM) multiples for selected renewable power generation transactions, with no emphasis placed on any one multiple or metric • To calculate the enterprise value of the Networks segment, Moelis took the enterprise values implied by applying the applicable selected reference ranges to 2024E EBITDA and the enterprise value implied by applying the applicable selected reference multiple ranges to 2024E earnings per share and adding the net debt and non-controlling interest attributable to the Networks business • To calculate enterprise value of the Renewables segment, Moelis added the 2024E tax credits to the 2024E EBITDA and then applied the selected reference ranges 1 o Tax credits calculated as PTCs allocated to TEI plus retained PTCs and retained ITCs, per Arizona management adj. EBITDA (with Tax Credits) o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewab le from s s ex egpe me cn ted t tax credits (PTCs and retained ITCs) • Enterprise value for the Corporate segment was based on the DCF analysis Content must not go below this line Confidential | 36 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Electric / Combination Networks – Selected Precedent Transactions (for reference only) EV / EBITDA P / E Enterprise Equity Ann. 1 1 2 2 Date Acquirer Target Value Value CY CY (date) (name) (name) ($ mm) ($ mm) (x) (x) 26-Oct-21 Liberty Utilities Co. (Algonquin) AEP's Kentucky Operations $2,846 $1,625 14.4x n.a. 21-Oct-20 Avangrid, Inc. PNM Resources, Inc. (Terminated) $7,599 $4,338 11.5x 24.5x 3-Jun-19 J.P. Morgan Investment Management Inc. El Paso Electric Company $4,318 $2,801 12.8x 27.8x 25-Mar-19 ENMAX Corporation Emera Maine $1,300 $959 12.5x n.a. 21-May-18 NextEra Energy, Inc. Gulf Power and Florida City Gas $6,280 $4,873 12.3x n.a. 23-Apr-18 CenterPoint Energy, Inc. Vectren Corporation $8,130 $6,022 12.5x 25.2x 3-Jan-18 Dominion Energy, Inc. SCANA Corporation $14,537 $7,894 10.9x 17.3x 19-Jul-17 Hydro One Limited Avista Corporation (Terminated) $5,322 $3,446 11.3x 27.4x 3 31-May-16 Westar Energy, Inc. Great Plains Energy Incorporated $9,875 $6,877 10.2x 18.3x 9-Feb-16 Fortis, Inc. ITC Holdings Corp. $11,309 $6,929 16.2x 21.3x 9-Feb-16 Liberty Utilities Co. (Algonquin) Empire District Electric Company $2,382 $1,496 10.8x 23.2x 4 4-Sep-15 Emera Incorporated TECO Energy, Inc. $10,350 $6,485 11.6x 22.6x 25-Feb-15 Avangrid, Inc. UIL Holdings Corporation $4,554 $3,003 11.4x 21.7x 3-Dec-14 NextEra Energy, Inc. Hawaiian Electric Industries, Inc. (Terminated) $5,075 $3,466 9.8x 20.8x 20-Oct-14 Macquarie-led Consortium Cleco Corporation $4,678 $3,371 10.3x 20.4x 23-Jun-14 WEC Energy Group, Inc. Integrys Energy Group, Inc. $8,337 $5,810 10.4x 19.9x 30-Apr-14 Exelon Corporation Pepco Holdings, Inc. $12,250 $6,885 10.1x 22.8x Low 9.8x 17.3x Median 11.4x 22.1x High 16.2x 27.8x Source: Public disclosure, S&P Capital IQ 1. Calculated on a fully diluted basis 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced Content must not 3. Represents stock-for-stock merger of equals announced 7/10/2017, following the termination of the originally announced 5/31/2016 reat Plains Energy’s acquisition of Westar Energy (due to ansas Corporation Commission’s pushback); reat Plain Energy’s Equity Value / Net Income metrics a forre a redajut ste Pldain Energy’s common equity capital go below this line markets transactions it executed to fund its 5/31/2016 announced acquisition of Westar Confidential | 37 4. TECO enterprise value and equity value adjusted to exclude implied present value of NOLs and AMT credits. Emera disclosed that the acquisition of TECO included $1.7bn of NOLs and AMT credits that represented ~$714 mm or ~0.8x LTM EBITDA as of 6/30/15
STRICTLY CONFIDENTIAL Gas Networks – Selected Precedent Transactions (for reference only) EV / EBITDA P / E Enterprise Equity 1 1 2 2 Ann. Date Acquiror Target Value Value CY CY (date) (name) (name) ($ mm) ($ mm) (x) (x) 5-Sep-23 Enbridge Inc. Dominion (East Ohio Gas Company) $6,600 $4,300 11.2x n.a. 5-Sep-23 Enbridge Inc. Dominion (Public Service Company of NC) $3,100 $2,200 12.5x n.a. 5-Sep-23 Enbridge Inc. Dominion (Questar Gas and Wexpro) $4,300 $3,000 14.7x n.a. 26-May-22 TriSummit Utilities Inc. AltaGas Alaska $800 n.a. 13.2x n.a. 24-Feb-22 JPMorgan Infrastructure Investments, L.P. South Jersey Industries, Inc. $8,100 $4,700 16.8x 21.5x 29-Apr-21 Summit Utilities CenterPoint (AR and OK Assets) $2,150 $1,807 n.a. n.a. 23-Oct-18 Aqua America Peoples $4,275 $2,975 14.7x n.a. 16-Oct-17 South Jersey Industries, Inc. Elizabethtown Gas Company $1,690 $1,165 12.8x 23.4x 21-Feb-17 PNG Companies LLC Delta Natural Gas Company, Inc. $260 $219 13.7x n.a. 25-Jan-17 AltaGas Ltd. WGL Holdings, Inc. $6,635 $4,545 14.4x 26.2x 12-Sep-16 The Laclede Group, Inc. (nka:Spire Inc.) EnergySouth $344 $277 11.3x n.a. 1-Feb-16 Dominion Energy, Inc. Questar Corporation $6,000 $4,400 9.5x 18.6x 26-Oct-15 Duke Energy Corporation Piedmont Natural Gas Company, Inc. $6,536 $4,752 15.1x n.a. 24-Aug-15 The Southern Company AGL Resources Inc. $12,008 $7,956 9.8x n.a. 7-Apr-14 The Laclede Group, Inc. (nka:Spire Inc.) Alabama Gas Corporation $1,600 $1,280 12.2x n.a. Low 9.5x 18.6x Median 13.0x 22.5x High 16.8x 26.2x Content must not go below this line Source: Public disclosure, S&P Capital IQ Confidential | 38 1. Calculated on a fully diluted basis 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced
STRICTLY CONFIDENTIAL Renewables – Selected Precedent Transactions (for reference only) EV / EBITDA Enterprise Equity 1 2 Ann. Date Acquirer Target % Acquired Value Value CY (date) (name) (name) (%) ($ mm) ($ mm) (x) 11-Jul-23 TransAlta Corporation TransAlta Renewables Inc. 40% $1,270 $1,044 8.4x 2-Oct-22 RWE AG Con Edison Clean Energy Businesses, Inc 100% $6,800 n.a. 11.3x 25-May-22 TotalEnergies Clearway Energy Group 21% $2,414 $730 12.9x 13-Jan-20 Brookfield Renewable Partners L.P. TerraForm Power, Inc. 39% $4,122 $1,601 13.2x 4-Nov-19 Canada Pension Plan Investment Board Pattern Energy Group Inc. 100% $6,114 $2,628 16.3x 17-Apr-18 Algonquin Power & Utilities Corp. Atlantica Yield plc 16% $1,242 $345 9.3x 5-Feb-18 Capital Dynamics, Inc. 8point3 Energy Partners LP 100% $1,658 $977 14.2x 1-Nov-17 Algonquin Power & Utilities Corp. Atlantica Yield plc 25% $2,012 $608 10.3x 7-Mar-17 Brookfield Renewable Partners L.P. TerraForm Power, Inc. 62% $6,600 $1,700 13.3x 20-Jan-16 Irving Infrastructure Corp. (iCON Infrastructure) Capstone Infrastructure Corporation 100% $1,997 $492 10.6x Low 8.4x Median 12.1x High 16.3x Content must not go below this line Source: Public disclosure, Wall Street research, S&P Capital IQ Confidential | 39 1. Implied enterprise value for interest of target acquired 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced
D. Preliminary WACC Analysis Content must not go below this line Confidential | 40
STRICTLY CONFIDENTIAL Overview of preliminary WACC Analysis • To estimate the weighted average cost of capital (“WACC”) for each business line, Moelis examined a range of sen AsCC itivi ti ces alc ulfor ation Ws based on a range of inputs: o Risk free rate of 4.88% based on the yield of the 20-year U.S. treasury as of 04/24/2024 o Unlevered beta range as shown below is based on the applicable Selected Publicly Traded Com -yeapa r ni (wes ee’ kl2 y adjusted) and 5-year (monthly adjusted) betas o Given recent volatility among the Renewables Selected Publicly Traded companies, including a recent decline in equity values, Moelis utilized the 2-year average and 5-year average debt / equity ratios to unlever the 2-year (weekly adjusted) and 5-year (monthly adjusted) betas, respectively o Total debt / total capitalization as shown below is based on the 2-year and 5-year average debt / total capitalization ratios of the applicable Selected Publicly Traded Companies Summary of inputs Unlevered Beta Ranges Total Debt / Total Capitalization Ranges Segment Low - High Low - High Networks 0.350 - 0.450 40.0% - 60.0% Renewables 0.350 - 0.500 40.0% - 70.0% o Corporate segment WACC range derived from a weighted average of the other segments’ WACC ranges based on each oth reler s ative egment’s EBITDA contribution o Market risk premium of 6.22% is based on historical long horizon equity risk premium (supply side) sourced form the Kroll Cost of Capital navigator (includes data through December 31, 2023) o Effective tax rate of 26.5% provided by Arizona Management o Pre-tax cost of debt of 5.75% for the Networks segment and 6.75% for the Renewables segment, based on the Selected Publicly Traded Companies’ publicly traded debt o Moelis did not use a size premium in its WACC analysis across any business line; size premium considered not relevant due to the regulated nature of the Networks segment and the contracted nature of a significant portion of the Renewables segment’s revenue • Moelis included Arizona in its WACC analysis for reference but relied less on Arizona’s financial data due to A se rbu izon sine a’ss sdi mvier x compared to the Selected Publicly Traded Companies, as well as the impact of Arizona’s limited public float and the withdraw urcn es P trNM ansacRes tiono on its share price performance and observed beta over time Content must not go below this line Confidential | 41 Source: Bloomberg, S&P Capital IQ, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, the U.S. Department of the Treasury; Market data as of 04/24/2024 SOTP
STRICTLY CONFIDENTIAL Networks – WACC Analysis 2 3 Historical Adjusted Beta Unlevered Beta Equity Total Debt / 1 Value Debt Total Cap. 2-Year 5-Year 2-Year 5-Year ($ in mm, except per share data) Selected Publicly Traded Electric Networks Companies American Electric Pow er Company $45,596 $43,485 48.8% 0.703 0.672 0.401 0.383 Entergy 22,873 26,506 53.7% 0.754 0.804 0.393 0.419 FirstEnergy 22,114 25,037 53.1% 0.707 0.653 0.373 0.344 Evergy 12,105 13,308 52.4% 0.689 0.711 0.368 0.381 Pinnacle West Capital Corporation 9,237 9,026 49.4% 0.717 0.654 0.404 0.369 Portland General Electric Co. 4,448 4,454 50.0% 0.664 0.726 0.371 0.405 Electric Networks Mean 19,396 20,303 51.2% 0.706 0.703 0.385 0.384 Electric Networks Median 17,110 19,172 51.2% 0.705 0.691 0.383 0.382 Selected Publicly Traded Gas Networks Companies Atmos Energy Corporation $17,945 $7,512 29.5% 0.769 0.775 0.578 0.583 ONE Gas 3,696 3,070 45.4% 0.635 0.769 0.383 0.464 Spire 3,441 4,752 58.0% 0.774 0.682 0.370 0.326 Northw est Natural 1,457 1,676 53.5% 0.613 0.703 0.321 0.368 Gas Networks Mean 6,635 4,253 46.6% 0.698 0.732 0.413 0.435 Gas Networks Median 3,568 3,911 49.4% 0.702 0.736 0.377 0.416 Selected Publicly Traded Combination Networks Companies Duke Energy $76,556 $80,790 51.3% 0.686 0.644 0.374 0.351 Exelon 37,816 45,708 54.7% 0.794 0.688 0.406 0.352 Consolidated Edison 32,392 24,465 43.0% 0.622 0.569 0.390 0.356 Xcel Energy 30,717 26,314 46.1% 0.691 0.581 0.412 0.347 PPL 20,188 15,611 43.6% 0.797 0.890 0.495 0.552 CenterPoint Energy 18,610 18,618 50.0% 0.757 0.955 0.423 0.533 Alliant Energy 12,936 9,509 42.4% 0.716 0.694 0.453 0.439 NiSource 12,641 14,778 53.9% 0.750 0.661 0.390 0.344 Black Hills 3,740 4,401 54.1% 0.849 0.762 0.440 0.395 NorthWestern Energy 3,111 2,793 47.3% 0.711 0.632 0.416 0.370 Avista 2,813 3,722 57.0% 0.694 0.662 0.339 0.324 Combination Networks Mean 22,865 22,428 49.4% 0.733 0.703 0.413 0.397 Combination Networks Median 18,610 15,611 50.0% 0.716 0.662 0.412 0.356 Networks Mean 18,783 18,359 49.4% 0.719 0.709 0.405 0.400 Networks Median 12,936 13,308 50.0% 0.711 0.688 0.393 0.370 4 Arizona $14,369 $13,193 47.9% 0.705 0.693 0.421 0.414 5 Memo: PNM Resources $3,312 $4,814 59.2% 0.451 0.573 0.210 0.267 Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 04/24/2024 Content must not 1. Represents diluted market cap as of 04/24/2024 go below this line 2. Represents 2-year Bloomberg adjusted betas (calculated weekly) and 5-year Bloomberg adjusted betas (calculated monthly) 3. Unlevered adjusted beta of select companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E)) Confidential | 42 4. Arizona data as of the Unaffected Date (03/06/2024) 5. Moelis included PNM Resources for reference but did not rely on it for purposes of its WACC analysis due to the impact of historical, proposed M&A on its historically observed betas
STRICTLY CONFIDENTIAL Networks – WACC Analysis (Cont’d) Key assumptions WACC sensitivity • Long-horizon equity risk premium (supply side) of 6.22% UNLEVERED BETA (Source: Kroll) 0.350 0.375 0.400 0.425 0.450 40% 6.56% 6.70% 6.84% 6.98% 7.12% • 26.5% effective tax rate provided by Arizona Management 45% 6.50% 6.64% 6.78% 6.91% 7.05% 50% 6.44% 6.58% 6.71% 6.85% 6.98% • 5.75% pre-tax cost of debt based on Selected Publicly 55% 6.38% 6.51% 6.65% 6.78% 6.91% Traded Companies’ publicly traded debt 60% 6.32% 6.45% 6.58% 6.71% 6.84% • Yield on risk-free rate based on 20-year U.S. Treasuries of 4.88%, as of 04/24/2024 • No size premium used due to the regulated nature of the Networks segment • Moelis included PNM Resources for reference but did not rely on it for purposes of its WACC analysis on the Networks segment due to the impact of historical, proposed M&A on its historically observed betas Content must not go below this line Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Confidential | 43 Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 04/24/2024 DEBT / TOTAL CAPITAL
STRICTLY CONFIDENTIAL Networks – cost of debt references Selected Publicly Traded Companies Cost of Debt Summary Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Selected Publicly Traded Electric Networks Companies American Electric Power Company Appalachian Power Co Baa1 / BBB+ 3/20/2024 $400 Sr Unsecured 2034 5.99% American Electric Power Company Aep Transmission Co Llc A2 / BBB+ 3/13/2024 450 Sr Unsecured 2034 5.58% Entergy Entergy Louisiana Llc A2 / A 3/8/2024 500 1st lien 2034 5.71% Entergy Entergy Louisiana Llc A2 / A 3/8/2024 700 1st lien 2054 5.94% Evergy Evergy Kansas Central A2 / A 11/15/2023 300 1st lien 2033 5.61% FirstEnergy Monongahela Power Co A3 / A- 9/15/2023 400 1st lien 2034 5.88% FirstEnergy Ohio Edison Co A3 / BBB+ 9/27/2022 300 Sr Unsecured 2033 5.88% FirstEnergy American Transmission Sy A3 / BBB+ 12/1/2021 600 Sr Unsecured 2032 5.78% Pinnacle West Capital Corporation Arizona Public Service Baa1 / BBB+ 6/30/2023 500 Sr Unsecured 2033 5.80% Pinnacle West Capital Corporation Arizona Public Service Baa1 / BBB+ 11/8/2022 400 Sr Unsecured 2032 5.75% PNM Resources Pnm Energy Transition Aaa / AAA 11/15/2023 168 Secured 2048 5.83% Portland General Electric Co. Portland General Elec NR / NR 9/30/2021 150 1st lien 2051 6.30% Electric Networks Mean 5.84% Electric Networks Median 5.82% Selected Publicly Traded Gas Networks Companies Atmos Energy Corporation Atmos Energy Corp A1 / A- 10/10/2023 $400 Sr Unsecured 2033 5.50% Atmos Energy Corporation Atmos Energy Corp A1 / A- 10/10/2023 500 Sr Unsecured 2053 5.69% Northwest Natural Northwest Natural Gas Co A2 / AA- 3/8/2023 100 1st lien 2033 5.61% ONE Gas One Gas Inc A3 / A- 12/13/2023 300 Sr Unsecured 2029 5.34% Spire Spire Inc Baa2 / BBB+ 2/12/2024 350 Sr Unsecured 2026 5.61% Spire Spire Missouri Inc A1 / A 2/13/2023 400 1st lien 2033 5.50% Gas Networks Mean 5.54% Gas Networks Median 5.55% Selected Publicly Traded Combination Networks Companies Duke Energy Duke Energy Progress Llc Aa3 / A 3/14/2024 $500 1st lien 2034 5.55% Duke Energy Duke Energy Ohio Inc A2 / A 3/14/2024 425 1st lien 2054 5.94% Duke Energy Duke Energy Corp Baa2 / BBB 9/8/2023 600 Sr Unsecured 2033 5.76% Exelon Exelon Corp Baa2 / BBB 2/27/2024 650 Sr Unsecured 2034 5.80% Exelon Potomac Electric Power A2 / A 3/4/2024 375 1st lien 2034 5.47% Consolidated Edison Con Edison Co Of Ny Inc A3 / A- 11/22/2023 600 Sr Unsecured 2034 5.52% Consolidated Edison Con Edison Co Of Ny Inc A3 / A- 11/22/2023 900 Sr Unsecured 2053 5.82% Xcel Energy Xcel Energy Inc Baa1 / BBB 2/29/2024 800 Sr Unsecured 2034 5.93% PPL Narragansett Electric A3 / A- 3/25/2024 500 Sr Unsecured 2034 5.87% CenterPoint Energy Centerpoint Ener Houston A2 / A 2/29/2024 400 Secured 2034 5.48% Alliant Energy Wisconsin Power & Light Baa1 / A 3/7/2024 300 Sr Unsecured 2034 5.72% NiSource Nisource Inc Baa2 / BBB+ 3/14/2024 650 Sr Unsecured 2034 5.86% Black Hills Black Hills Corp Baa2 / BBB+ 9/15/2023 450 Sr Unsecured 2034 6.14% NorthWestern Energy Northwestern Corp NR / NR 11/1/2017 250 1st lien 2047 5.97% Avista Avista Corp A3 / A- 3/17/2022 400 1st lien 2052 5.99% Combination Networks Mean 5.86% Combination Networks Median 5.92% Networks Mean 5.76% Networks Median 5.78% Content must not go below this line Confidential | 44 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 04/24/2024
STRICTLY CONFIDENTIAL Renewables – WACC Analysis 2 3 Equity Total Current 2yr Avg. 5yr Avg. Debt / Historical Adjusted Beta Unlevered Beta 1 ($ in mm, except per share data) Value Debt Debt / Equity Debt / Equity Debt / Equity Total Cap. 2-Year 5-Year 2-Year 5-Year Selected Publicly Traded Renewables Companies Brookfield Renewable Partners $10,504 $30,144 287.0% 141.0% 106.4% 74.2% 0.810 0.918 0.368 0.482 NextEra Energy Partners 5,703 6,338 111.1% 142.1% 126.2% 52.6% 0.871 0.998 0.411 0.500 Northland Power 3,987 5,250 131.7% 102.0% 111.1% 56.8% 0.836 0.623 0.448 0.320 Clearway Energy 2,678 8,102 302.6% 253.3% 268.3% 75.2% 0.946 0.911 0.315 0.292 Atlantica Sustainable Infrastructure 2,369 5,486 231.6% 202.8% 201.8% 69.8% 0.768 0.970 0.305 0.386 Boralex 2,065 2,667 129.1% 74.2% 86.1% 56.4% 0.836 0.605 0.513 0.349 Innergex 1,220 4,787 392.4% 175.5% 139.5% 79.7% 0.983 0.566 0.394 0.259 Mean 4,075 8,968 226.5% 155.8% 148.5% 66.4% 0.864 0.798 0.393 0.370 Median 2,678 5,486 231.6% 142.1% 126.2% 69.8% 0.836 0.911 0.394 0.349 4 Arizona $14,369 $13,193 91.8% 69.1% 59.7% 47.9% 0.705 0.693 0.468 0.482 Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Louis for ICE BofAML data and the U.S. Department of the Treasury Content must not Note: Market Data as of 04/242024 go below this line 1. Represents diluted market cap as of 04/24/2024 2. Represents 2-year Bloomberg adjusted betas (calculated weekly) and 5-year Bloomberg adjusted betas (calculated monthly) Confidential | 45 3. Unlevered adjusted beta of select companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E)) 4. Arizona data as of the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Renewables – WACC Analysis (Cont’d) Key assumptions WACC sensitivity • Long-horizon equity risk premium (supply side) of 6.22% UNLEVERED BETA (Source: Kroll) 0.350 0.388 0.425 0.463 0.500 40% 6.86% 7.07% 7.28% 7.48% 7.69% • 26.5% effective tax rate, provided by Arizona Management 48% 6.82% 7.03% 7.23% 7.43% 7.64% 55% 6.78% 6.98% 7.18% 7.38% 7.58% • 6.75% pre-tax cost of debt based on Selected Publicly 63% 6.75% 6.94% 7.14% 7.33% 7.53% Traded Companies’ publicly traded debt 70% 6.71% 6.90% 7.09% 7.28% 7.47% • Yield on risk-free rate based on 20-year U.S. Treasuries of 4.88%, as of 04/24/2024 • No size premium used due to significant portion of cash flows under long-term contract • Moelis utilized the 2-year average and 5-year average debt / equity ratios to unlever the 2-year (weekly adjusted) and 5- year (monthly adjusted) betas, respectively, due to the recent volatility among the Renewables Selected Publicly Traded companies, including a recent decline in equity values • Moelis included Atlantica Sustainable Infrastructure for reference but did not rely on it for purposes of its WACC analysis due to the international nature of its revenue streams Content must not go below this line Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Confidential | 46 Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 04/24/2024 DEBT / TOTAL CAPITAL
STRICTLY CONFIDENTIAL Renewables – cost of debt references Selected Publicly Traded Companies Cost of Debt Summary Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Selected Publicly Traded Renewables Companies Atlantica Sustainable Infrastructure Atlantica Sustain Infra NR / BB+ 5/18/2021 $400 Sr Unsecured 2028 6.95% Brookfield Renewable Partners Brookfield Renewable Par NR / BBB+ 3/29/2023 400 Sr Unsecured 2033 5.32% Brookfield Renewable Partners Brookfield Renewable Par NR / BBB+ 1/10/2024 400 Sr Unsecured 2054 5.64% Clearway Energy Clearway Energy Op Llc Ba2 / BB 10/1/2021 350 Sr Unsecured 2032 6.63% Innergex Innergex Renewable Energ NR / NR 9/30/2019 144 Subordinated 2026 8.18% NextEra Energy Partners Nextera Energy Operating Ba1 / BB 9/25/2017 550 Sr Unsecured 2027 6.98% NextEra Energy Partners Nextera Energy Operating Ba1 / BB 12/15/2023 750 Sr Unsecured 2029 6.93% Northland Power North Battleford Power NR / NR 9/20/2013 463 Secured 2032 5.47% Northland Power Northland Power Inc NR / BB+ 6/21/2023 500 Sr Subordinated 2083 7.76% Mean 6.65% Median 6.93% Content must not go below this line Confidential | 47 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 04/24/2024
STRICTLY CONFIDENTIAL Renewables – debt to total capitalization (last 5 years) 90.0 0.0 70.0 0.0 50.0 40.0 30.0 20.0 0.0 Apr 9 Feb 20 Dec 20 Oct 2 Aug 22 un 23 Apr 24 BEP NEP CWEN NPI A INE BL Median A R 1 5-years 3-years 2-years 1-year Indicative Offer Arizona 37% 37% 40% 46% 47% Brookfield Renewable Partners 50% 55% 58% 61% 67% NextEra Energy Partners 53% 51% 55% 64% 70% Northland Power 52% 48% 50% 55% 57% Clearway Energy 72% 71% 71% 74% 78% Atlantica Sustainable Infrastructure 66% 65% 66% 70% 72% Boralex 45% 43% 42% 45% 49% Innergex 56% 58% 62% 68% 75% Median 62% 62% 65% 69% 74% Content must not go below this line Source: Bloomberg, S&P Capital IQ Confidential | 48 Note: Market Data as of 04/24/2024 1. Data reflects debt / total capitalization average since the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Arizona – cost of debt references (reference only) Arizona Cost of Debt Summary (reference only) Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Arizona Rochester Gas & Electric A2 / A 11/23/2020 200 1st lien 2030 5.83% Arizona Ny State Electric & Gas Baa1 / A- 8/8/2023 350 Sr Unsecured 2028 5.54% Arizona Ny State Electric & Gas Baa1 / A- 9/24/2021 350 Sr Unsecured 2031 5.70% Arizona Ny State Electric & Gas Baa1 / A- 8/8/2023 400 Sr Unsecured 2033 5.79% Arizona Ny State Electric & Gas Baa1 / A- 9/5/2019 300 Sr Unsecured 2049 6.07% Arizona Avangrid Inc Baa2 / BBB 5/16/2019 750 Sr Unsecured 2029 5.68% Mean 5.77% Median 5.74% Content must not go below this line Confidential | 49 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 04/24/2024
E. Context for evaluating the proposal Content must not go below this line Confidential | 50
STRICTLY CONFIDENTIAL Share price performance over time Since its initial listing in December 2015, Arizona share price had decreased by 17% prior to the announcement of 1 the Indicative Offer Relative share price performance (since Arizona listing on NYSE) Arizona Electric Utilities as Utilities Relative share price performance 225.0 20.0 Combined Utilities Renewables UT since NEP guidance revision in 200.0 September 2023 75.0 0.0 50.0 5 25.0 00.0 75.0 3 4 50.0 ( 0.0 ) ( ) 25.0 1 2 ( ) 5 3 4 (25.0 ) (20.0 ) Dec 5 Dec an an 9 an 20 Feb 2 Feb 22 Feb 23 Mar 24 Sep 23 Nov 23 an 24 Feb 24 Apr 24 Key Developments % Change 2 1 Indicative Offer AZ Listing 5-years 3-years 1-year 11/23/2020: the New Mexico Public Regulation rejected the agreement entered into by Arizona and PNMR 1 1 AZ Unaffected (17%) (34%) (38%) (19%) – Arizona has missed earnings (Adj. EPS) in 4/6 fiscal quarters since Q3 2022, though unreleased Q1 2024 Adj. 2 Arizona (4%) (29%) (28%) (10%) 15% 3 EPS of $0.86 above consensus estimates of $0.68 Electric 23% (14%) (15%) (18%) 0% 3 09/27/2023: NextEra Energy Partners, LP (“NEP”) revised growth expectations and limited equity needs Gas 20% (19%) (19%) (16%) 4% 10/23/2023: NEP reported 3Q 2023 financial results, cutting LP distributions to 5% - 8% per unit from 12% - 4 Combined 42% 1% 19% (16%) 26% 15% per unit previously Renewables 58% 17% (42%) (27%) 6% 5 03/07/2024: Arizona announced receipt of the Indicative Offer UTY 57% 17% (1%) (5%) 7% Content must not Source: S&P Capital IQ as of 04/24/2024; Company filings Note: Electric utilities: AEP, ETR, FE, POR, PNM, PNW; Gas utilities: ATO, OGS, NWN, SR; Combined utilities: AVA, BKH, CNP, DUK, ED, EXC, LNT, NWE, NI, PPL, XEL go below this line 1. Data reflects trading performance since Arizona’s listing on the N SE on 2/ 7/20 5 at $3 .75 per share Confidential | 51 2. Data reflects trading performance since the Unaffected Date (03/06/2024) 3. Represents median of Wall Street research estimates, per Refintiv
STRICTLY CONFIDENTIAL Historical trading multiples – P / E P / NTM Earnings (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 19.7x 19.7x 18.9x 15.1x - Arizona 19.6x 19.6x 18.8x 15.2x 16.0x Electric Utilities 17.8x 17.5x 16.6x 14.5x 14.2x Gas Utilities 20.7x 19.4x 17.7x 15.9x 16.2x 2 .0x Combination Utilities 18.1x 17.9x 17.6x 16.0x 15.8x Consolidated 19.8x 20.0x 19.3x 17.2x 16.8x UTY 18.7x 19.5x 19.3x 16.8x 16.6x 2 .0x 24.0x 22.0x 20.0x .0x x x x .0x x x x 4.0x 2.0x 0.0x Dec 5 an 7 an Feb 9 Feb 20 Mar 2 Mar 22 Apr 23 Apr 24 Arizona Electric Utilities as Utilities Combination Utilities Consolidated UT Content must not Source: S&P Capital IQ as of 04/24/2024 Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL go below this line 1. Since Arizona’s listing on December 7, 20 5, the day following the merger of Indiana and UIL Confidential | 52 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
F. Other information Content must not go below this line Confidential | 53
STRICTLY CONFIDENTIAL Summary of the Indicative Offer On March 6, 2024, Indiana submitted the Indicative Offer to acquire all of the outstanding shares of common stock of Arizona that are not already owned by Indiana (the “Proposed Transaction”) Select key transaction terms Price / • $34.25 per share in cash for all of the outstanding shares of common stock of Arizona that are not already owned by Indiana consideration Financing • The Proposed Transaction would not be conditioned on Indiana obtaining financing for the Proposed Transaction • Indiana believes that it can complete customary legal, operational, financial and accounting due diligence for the Proposed Transaction in a timely manner Due diligence • iven Indiana’s existing controlling stake in and history with the Company, Indiana anticipates performing only ililim geited nce due d prior to executing the definitive transaction documentation Willingness to • Indiana is interested only in pursuing the Proposed Transaction and does not intend to sell Indiana’s stake in the an y Company to engage with other third party parties • Increasing exposure to the US and Networks as a source of 0 of Arizona’s Net Profit comes from Networks • Investment opportunities, mostly in Networks Indiana’s stated transaction • Arizona’s leverage and dividend payout ratios constraining future growth and new investment opportunities in the US 1 rationale • Simplifying Arizona’s corporate governance structure • Arizona’s market performance reduces its value as a currency Content must not go below this line Source: Indiana’s non -binding offer letter dated 03/06/2024 Confidential | 54 1. Per page 3 of Indiana’s ES and Capital Markets Day Presentation dated 03/2 /2024
STRICTLY CONFIDENTIAL Arizona share price performance Arizona share price performance (since listing on NYSE) Share price performance YTD $ 0.00 Arizona Share Price $ 0.00 Offer Price 3 5 Arizona announced receipt the Indicative Offer on 3/7/2024 at a ~7% premium to 2 6 $50.00 $50.00 Arizona’s unaffected share price of $32.08 4 (3/6/2024) and a ~10% premium to the 30 trading-day VWAP of $31.07 $40.00 $40.00 1 8 8 7 $30.00 $30.00 1 All Time 52 Week High Low High Low Arizona $56.57 $28.36 $41.12 $28.36 $20.00 $20.00 an 24 Feb 24 Mar 24 Apr 24 Dec 5 May 7 Sep Feb 20 ul 2 Dec 22 Apr 24 Key Developments 1 On December 17, 2015 Arizona began trading on the New York Stock exchange at $38.75 On December 27, 2017, Arizona announced it completed the strategic review of its Enstor Gas Storage businesses and confirmed its plan to move forward with the sale of the 2 businesses (the sale was announced on January 31, 2018) On February 25, 2020, Arizona reported Q4 / FY2019 earnings and revised guidance downward, citing uncovered storm outage restoration in its networks business and weak 3 pricing across its merchant renewables business as key headwinds 4 On March , 2020, the World Health Organization (“WHO”) declared - 19CO a VID global pandemic 5 On October 2 , 2020, PNM Resources (“PNMR”) announced an agreement to enter into a merger with Arizona for $5n0 .3 ca0s hper share i 6 On May 12, 2021, the Qatar Investment Authority and Indiana purchased $740 mm and $3.3 bn of common stock, respectively, at $51.40/share in a private placement 7 On December 31, 2023, Arizona terminated its merger agreement with PNMR due to failure in obtaining regulatory approval from the New Mexico Public Regulation Commission 8 On March 7, 2024, Arizona announced receipt of the Indicative Offer from Indiana to acquire all of Arizona shares not owned by Indiana for $34.25 in cash per share Content must not go below this line Source: S&P Capital IQ market data as of 04/24/2024; public disclosure Confidential | 55 Note: Data reflects trading performance since Arizona’s listing on the N SE on 2/ 7/20 5 1. As of the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Historical trading multiples – EV / EBITDA EV / NTM EBITDA (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 10.2x 10.9x 11.2x 10.5x - Arizona 10.2x 10.9x 11.2x 10.6x 11.4x Electric Utilities 10.3x 10.8x 10.8x 10.2x 10.4x Gas Utilities 11.7x 12.0x 11.9x 10.5x 10.4x x Combination Utilities 10.6x 10.9x 10.9x 10.4x 10.2x Renewables 11.4x 12.3x 12.2x 10.7x 11.0x Consolidated 11.9x 12.4x 12.4x 11.6x 11.8x x UTY 11.4x 12.3x 12.5x 11.7x 11.6x x x x x x x x x x x x x x x x x Dec 5 Dec Dec 7 Dec Dec 9 Dec 20 Dec 2 Dec 22 Dec 23 Arizona Electric Utilities as Utilities Combination Utilities Renewables Consolidated UT Source: S&P Capital IQ as of 04/24/2024 Content must not Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL; Renewables: AY, BEP.UN, BLX, CWEN.A, INE, NEP, NPI go below this line 1. Since Arizona’s listing on December 7, 20 5, the day following the merger of Indiana and UIL Confidential | 56 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Historical trading multiples – Renewables EV / EBITDA vs. 10-Year Treasury EV / NTM EBITDA (since Arizona listing on NYSE) (LHS) vs. 10-Year Treasury Yield (RHS) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 10.2x 10.9x 11.2x 10.5x - Arizona 10.2x 10.9x 11.2x 10.6x 11.4x Renewables 11.4x 12.3x 12.2x 10.7x 11.0x 10-Year Treasury 2.38% 2.38% 3.09% 4.16% 4.38% x .0 x 5.0 x x 4.0 x 11.4x x 3.0 x x 2.0 x x .0 x x 0.0 Dec 5 Dec Dec 7 Dec Dec 9 Dec 20 Dec 2 Dec 22 Dec 23 Arizona Renewables 0 ear Treasury Content must not Source: S&P Capital IQ as of 04/24/2024 Note: Renewables: AY, BEP.UN, BLX, CWEN.A, INE, NEP, NPI go below this line 1. Since Arizona’s listing on December 7, 20 5, the day following the merger of Indiana and UIL Confidential | 57 2. Data reflects multiple and 10-Year Treasury Yield average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Benchmarking the Management Forecast The current Management Forecast is lower than the 2022 Arizona projections, though broadly in-line with equity research estimates Commentary • In September 2022, Arizona prepared a three-year financial forecast (the “2022 Management Forecast”) for its Board of D mieet rect ing ors • Key differences between the 2022 Management Forecast and the current Management Forecast are as follows: o The 2022 Management Forecast included impacts and financings related to the withdrawn PNM Resources acquisition o Current Management Forecast includes more moderate growth expectations; 2022 Management Forecast included 2022E-2025E EBITDA CAGR of ~20%, current Management Forecasts suggests a 2024E-2035E consolidated EBITDA CAGR of 7.6% o 2022 Management Forecast was constructed on a consolidated basis; current Management Forecast broken out by business segment, down to operating company (“OpCo”) • Primary drivers of growth referenced by equity research include organic growth following the withdrawn PNM Resources transaction, with additional upside driven by successful execution of M&A and growth in the renewable business, particularly offshore wind • Current equity research forecasts further supported by constructive rate case settlements (e.g. New York) EBITDA ($ mm) Arizona actuals Current Management Forecast 1 2022 Management Forecast 2 Median broker estimates $4,0 $3, 20 $3, 3 $3,530 $3,354 $3,27 $3,045 $2,990 $2, 5 $2,723 $2,703 $2,4 $2,55 $2,334 $2, 2 $2, $2,00 $ ,9 4 202 A 2022A 2023A 2024E 2025E 202 E 2027E 202 E 2029E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 58 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
STRICTLY CONFIDENTIAL Benchmarking the Management Forecast (cont’d) Arizona forecasts suggest a meaningful uptick in capex moving forward; Adj. net income in-line with median Wall Street broker estimates, though more modest than 2022 projections suggested Capital Expenditures ($ mm) Arizona actuals $5,4 3 Current Management Forecast $5,2 5 $5,202 Wall Street research estimates for $5, 0 1 $5,00 2022 Management Forecast 2024E capital expenditures range from 2 Median broker estimates ~$2.3 bn to ~$4.2 bn $4,33 $3,2 $2,972 $3, $3, 4 $3, 4 $2,97 $2, 54 $2, 5 $2, 3 $2,5 9 $2,300 $2,300 202 A 2022A 2023A 2024E 2025E 202 E 2027E 202 E 2029E 2030E Adj. Net Income ($ mm) Arizona actuals Current Management Forecast 1 2022 Management Forecast 2 Median broker estimates $ ,250 $ ,2 5 $ , $ , 4 $ , 2 $ ,0 3 $ ,03 $ ,042 $ ,009 $97 $959 $934 $90 $ 9 $ 94 $ 7 $ 49 $ 0 $7 0 202 A 2022A 2023A 2024E 2025E 202 E 2027E 202 E 2029E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 59 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, KeyBanc, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
STRICTLY CONFIDENTIAL Projected FFO-to-debt (S&P methodology) Management Forecast 2.3 2.3 2. 2.0 .9 . .4 .3 . 0. 0. 0.5 2024E 2025E 202 E 2027E 202 E 2029E 2030E 203 E 2032E 2033E 2034E 2035E Budget Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 $4,348 $4,603 $4,854 $5,084 $5,235 OLA Rent Expense $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 Interest on ARO $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 Securitization Revenues (Interest) – ($39) ($36) ($32) ($29) ($25) ($21) ($17) ($12) ($8) ($3) – S&P EBITDA $2,367 $2,717 $2,987 $3,272 $3,534 $3,828 $4,093 $4,365 $4,624 $4,879 $5,114 $5,268 Interest on Operating Leases ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) Cash Paid Interest ($438) ($616) ($671) ($771) ($879) ($948) ($1,060) ($1,132) ($1,173) ($1,215) ($1,214) ($1,211) Capitalized Interest ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) Securitization Interest Expense – $32 $29 $27 $24 $20 $17 $14 $10 $6 $2 – Cash Paid Taxes $252 $218 $163 $187 $194 $226 $388 $430 $453 $499 $409 $362 Adjustments – – – – – – – ($7) ($8) ($9) ($9) ($10) S&P FFO $2,056 $2,227 $2,385 $2,592 $2,749 $3,002 $3,315 $3,546 $3,782 $4,036 $4,178 $4,285 Short-term Debt $1,361 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 Long-term Debt $15,104 $16,179 $17,958 $20,755 $23,535 $26,220 $28,099 $29,086 $30,223 $31,127 $31,663 $31,869 Adjustments $1 $2 $2 $12 $63 $102 $187 $233 $262 $276 $280 $283 Total Debt $16,466 $18,143 $19,923 $22,730 $25,560 $28,284 $30,249 $31,282 $32,447 $33,366 $33,905 $34,114 Surplus Cash ($38) ($38) ($206) ($206) ($207) ($208) ($209) ($210) ($211) ($211) ($212) ($213) Asset Retirement Obligation $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 Pension Liability $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 Operating Leases $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 Securitized Debt Balance Adjustment ($788) ($726) ($661) ($592) ($520) ($444) ($364) ($280) ($191) ($98) – – S&P Debt $16,652 $18,391 $20,068 $22,943 $25,845 $28,645 $30,688 $31,805 $33,057 $34,069 $34,704 $34,913 S&P FFO-to-Debt 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% Content must not go below this line Confidential | 60 Source: Management Forecast S P FFO Debt
STRICTLY CONFIDENTIAL Selected research analyst ratings and price targets 3 out of major research analysts had a “sell” rating on Arizona prior to the Indicative Offer; does not reflect analyst research published after Q1 earnings Broker 1 Pre-Announcement Price Target Valuation Methodology Report Date Unaffected Price: $32.08 $34.25: Indicative Offer ▪ P / E and EV / EBITDA Multiples SOTP o 13.2x 2026E EPS of $1.98 (Regulated Utilities); 20.3x 2026E EPS of $0.65 (Renewables) $3 .00 o Regulated Utilities valued using a 1.0-3.0x discount to the electric/gas sector avg. P/E; Renewables 03/07/2024 valued at approx. 10.0x EBITDA; offshore wind is valued using a DCF with 15% discount rate ▪ P / E Multiple $35.00 o 14.1x 2025E EPS of $2.48 03/08/2024 ▪ P / E Multiples SOTP Price target raised to $32.00 following o Avg. 13.2x 2025E EPS of $2.43 across Networks and Renewables $3 .00 announcement 03/20/2024 o Represents a discount to regulated utility peers ▪ P / E Multiple PT: NA o ~14.0x 2024E EPS of $2.32 Rating: HOLD / Neutral 02/22/2024 o Represents 11% discount to multi-industry Utilities trading at ~16.0x ▪ P / E and EV / EBTIDA Multiples SOTP o $23.50 PT for electric networks based on 11.9x (15% discount to group avg.) 2026E EPS of $1.96 / $6.50 PT for gas networks based on 11.9x (15% discount to group avg.) 2026E EPS of $0.52 / $9.00 $34.00 PT for renewables based on 11.0x EV/EBITDA (equivalent to the group avg.) 03/11/2024 o PT reduced by $5.00 to account for expectation of $3.0 billion of parent debt in 2026 ▪ P / E Multiple $35.00 o 14.25-14.725x 2025E EPS of $2.45 03/07/2024 ▪ P / E Multiple $30.00 o 12.3x 2025E EPS of $2.43 03/10/2024 ▪ Various methodologies o Dividend yield range of 4.00%-4.50%, a Price-to-Book value of 1.0x, a Price-to-Cash Flow value of $52.00 9.0x-10.0x, an EV/EBITDA value of 11.5x-12.5x and a P/E multiple of 19.5x-20.5x 03/11/2024 o PT represents 18.8x 2025E EPS of $2.40 Median pre-announcement Buy / Overperform Rating Hold / Neutral Rating Sell / Underperform Rating price target: $34.00 Content must not go below this line Source: Wall Street Research, S&P Capital IQ, Bloomberg market data as of 04/24/2024 Confidential | 61 1. References pre-announcement reports for brokers that removed ratings following the Indicative Offer; BofA Securities valuation methodology per report dated 01/11/2024, Janney valuation methodology per report dated 02/23/2024, Wells Fargo valuation methodology per report dated 02/22/2024; Wolfe Research valuation methodology per report dated 02/22/2024
STRICTLY CONFIDENTIAL ~25 controller take-private transactions since 2018, with Dominion Energy representing the sole utility transaction 1 Selected controller take-private deal premiums since 2018 143% 24 controller take-private transactions completed / since 2018 – only one of which involved a utility Initial offer price of $17.75 represented a 15.3% premium to unaffected price 96% Agreed upon price of $18.44 86% represents a 19.7% premium to Median initial offer 2 unaffected price premium of 26% 64% Median agreed upon 60% 59% premium of 45% 54% 50% 50% 49% 47% 45% 45% 43% 42% 36% 34% 31% 27% Initial offer increased 20% by a median of 13% 15% 15% 12% 2% 2018 2018 2018 2018 2018 2018 20192019 2019 2019 2020 20202020 2020 2020 20202021 2021 2022 2022 20222022 2022 2022 2022 2022 202 2023 3 20232024 2024 Content must not Source: Press releases, public filings 1. Represents take-private transactions made by controllers owning more than 49% of the equity of the company prior to an offer to acquire the publicly traded minority stake; U.S. go below this line targets with TEV exceeding $100 mm; premium represents agreed deal price compared to the unaffected trading price (unaffected trading price represents the closing share price on Confidential | 62 the last trading day prior to the transaction announcement, or the last trading day prior to a leak of the announcement, if applicable); additional detail included in the appendix 2. Unaffected date of 07/31/18 based on day prior to D/DM earnings call in which D management stated evaluation of simplification transaction
STRICTLY CONFIDENTIAL Capitalization table Arizona Capitalization ($ mm, except per share values) March 31, 2024 June 30, 2024 Share Price (24-Apr-24) ($/sh) $37.02 $37.02 Basic Shares Outstanding (mm) 386.9 386.9 Incremental Dilution from LTIP (mm) 1.2 1.2 F.D. Shares Outstanding (mm) 388.1 388.1 F.D Market Cap. ($ mm) $14,369 $14,369 Net Debt as per Management Total Debt ($ mm) $13,193 $12,734 Cash and cash equivalents ($ mm) ($166) ($36) Total Net Debt ($ mm) $13,027 $12,698 Non-Controlling Interest ($ mm) $1,013 $1,238 Enterprise Value ($ mm) $28,409 $28,306 Content must not go below this line Confidential | 63 Source: S&P Capital IQ as of 04/24/2024, Arizona Management 1. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period
STRICTLY CONFIDENTIAL Summary management financial projections – Consolidated Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '35E ($ mm, except per share data) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $6,045 $6,534 $6,968 $7,381 $7,781 $8,234 $8,675 $9,116 $9,561 $10,024 $10,445 $10,815 5.4% % Growth n.a. 8.1% 6.6% 5.9% 5.4% 5.8% 5.4% 5.1% 4.9% 4.9% 4.2% 3.5% EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 $4,348 $4,603 $4,854 $5,084 $5,235 7.6% % Growth n.a. 16.6% 9.8% 9.4% 7.9% 8.2% 6.8% 6.6% 5.9% 5.4% 4.7% 3.0% % of Gross Margin 38.6% 41.7% 42.9% 44.3% 45.4% 46.4% 47.0% 47.7% 48.1% 48.4% 48.7% 48.4% EBITDA Relative Contribtuion Networks 1,899 2,119 2,354 2,633 2,850 3,073 3,297 3,448 3,595 3,741 3,832 3,926 6.8% Networks Contribution % 81.4% 77.8% 78.7% 80.5% 80.7% 80.5% 80.8% 79.3% 78.1% 77.1% 75.4% 75.0% Renewables 443 603 636 639 680 746 784 900 1,009 1,112 1,252 1,308 10.3% Renewables Contribution % 19.0% 22.2% 21.3% 19.5% 19.3% 19.5% 19.2% 20.7% 21.9% 22.9% 24.6% 25.0% Holdings (8) 0 0 0 0 0 0 0 0 0 0 0 N.M. Holdings Contribution % (0.3%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% EBIT $1,090 $1,136 $1,349 $1,279 $1,551 $1,733 $1,778 $1,957 $2,139 $2,304 $2,442 $2,485 7.8% % of Gross Margin 18.0% 17.4% 19.4% 17.3% 19.9% 21.0% 20.5% 21.5% 22.4% 23.0% 23.4% 23.0% Net Income $887 $925 $999 $879 $1,071 $1,191 $1,124 $1,279 $1,484 $1,631 $1,764 $1,881 7.1% % of Gross Margin 14.7% 14.2% 14.3% 11.9% 13.8% 14.5% 13.0% 14.0% 15.5% 16.3% 16.9% 17.4% Adjusted Net Income $887 $959 $1,009 $1,063 $1,148 $1,250 $1,215 $1,347 $1,524 $1,648 $1,764 $1,881 7.1% % of Gross Margin 14.7% 14.7% 14.5% 14.4% 14.8% 15.2% 14.0% 14.8% 15.9% 16.4% 16.9% 17.4% Adj. Earnings Per Share $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 $3.47 $3.93 $4.24 $4.54 $4.85 7.1% FFO/Debt 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% Consensus estimate long-term EPS growth 2 rate of 6.2% Content must not go below this line Source: Management Forecast Confidential | 64 1. Fully diluted shares outstanding of 388.146 as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 2. Long-term EPS growth rate based on Wall Street research consensus estimates
STRICTLY CONFIDENTIAL Summary management financial projections – Networks Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '30E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $5,022 $5,248 $5,631 $6,027 $6,359 $6,714 $7,069 $7,347 $7,637 $7,931 $8,168 $8,422 4.8% % Growth 4.5% 7.3% 7.0% 5.5% 5.6% 5.3% 3.9% 3.9% 3.8% 3.0% 3.1% EBITDA $1,899 $2,119 $2,354 $2,633 $2,850 $3,073 $3,297 $3,448 $3,595 $3,741 $3,832 $3,926 6.8% % Growth 11.6% 11.1% 11.9% 8.2% 7.8% 7.3% 4.6% 4.3% 4.1% 2.4% 2.5% % of Gross Margin 37.8% 40.4% 41.8% 43.7% 44.8% 45.8% 46.6% 46.9% 47.1% 47.2% 46.9% 46.6% EBIT $1,126 $1,257 $1,413 $1,604 $1,741 $1,898 $2,025 $2,122 $2,215 $2,303 $2,335 $2,369 7.0% % of Gross Margin 22.4% 24.0% 25.1% 26.6% 27.4% 28.3% 28.7% 28.9% 29.0% 29.0% 28.6% 28.1% Net Income $835 $926 $944 $963 $1,046 $1,134 $1,210 $1,269 $1,310 $1,350 $1,390 $1,427 5.0% % of Gross Margin 16.6% 17.7% 16.8% 16.0% 16.4% 16.9% 17.1% 17.3% 17.2% 17.0% 17.0% 16.9% Content must not go below this line Confidential | 65 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary management financial projections – Renewables Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '30E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $1,029 $1,292 $1,342 $1,360 $1,427 $1,526 $1,612 $1,775 $1,929 $2,100 $2,283 $2,399 8.0% % Growth 25.6% 3.9% 1.3% 5.0% 6.9% 5.6% 10.1% 8.7% 8.8% 8.7% 5.1% EBITDA $443 $603 $636 $639 $680 $746 $784 $900 $1,009 $1,112 $1,252 $1,308 10.3% % Growth 36.1% 5.4% 0.4% 6.5% 9.7% 5.0% 14.9% 12.0% 10.3% 12.5% 4.5% % of Gross Margin 43.1% 46.7% 47.4% 47.0% 47.6% 48.9% 48.6% 50.7% 52.3% 53.0% 54.8% 54.5% EBIT ($20) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 N/A % of Gross Margin (1.9%) (8.8%) (4.3%) (23.3%) (12.8%) (10.3%) (14.9%) (8.9%) (3.5%) 0.4% 5.0% 5.1% Net Income $204 $181 $257 $131 $281 $351 $273 $422 $622 $756 $868 $961 15.1% % of Gross Margin 19.8% 14.0% 19.2% 9.7% 19.7% 23.0% 16.9% 23.8% 32.3% 36.0% 38.0% 40.0% Adjusted Net Income $204 $215 $267 $316 $358 $409 $364 $490 $662 $772 $868 $961 15.1% % of Gross Margin 19.8% 16.6% 19.9% 23.2% 25.1% 26.8% 22.5% 27.6% 34.3% 36.8% 38.0% 40.0% Content must not go below this line Confidential | 66 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary management financial projections – Corporate Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '30E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $227 $264 $280 $292 $304 $318 $332 $347 $362 $378 $394 $411 5.6% % Growth 16.3% 6.2% 4.3% 4.1% 4.4% 4.4% 4.7% 4.4% 4.4% 4.4% 4.3% EBITDA ($8) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 N.M. % Growth (101.6%) (40.8%) (6.2%) 6.4% 14.5% 21.8% 20.0% 12.1% 56.7% 27.3% 30.3% % of Gross Margin (3.5%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.1% 0.1% 0.1% EBIT ($17) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) (8.0%) % of Gross Margin (7.6%) (2.7%) (2.6%) (2.5%) (2.4%) (2.3%) (2.2%) (2.1%) (2.0%) (1.9%) (1.8%) (1.7%) Net Income ($153) ($182) ($202) ($215) ($256) ($294) ($359) ($412) ($448) ($475) ($495) ($507) 11.5% % of Gross Margin (67.2%) (68.9%) (72.1%) (73.7%) (84.1%) (92.4%) (108.4%) (118.6%) (123.8%) (125.7%) (125.4%) (123.3%) Content must not go below this line Confidential | 67 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary of top shareholders Institutional investors outside of Indiana have an avg. cost basis of $39.94 2,3 Ownership and cost basis by shareholder group Ownership detail (excl. Indiana) Position Ownership Market value Avg. cost basis Shareholder 6 (mm) (%) ($mm) ($ / share) Iberdrola, S.A. 315.7 81.6% $11,685.7 $29.49 1 Qatar Investment Authority 14.4 3.7% 533.0 51.40 Vanguard Group Inc/The 7.7 2.0% 285.4 33.26 5 Atlas Infrastructure Partners 6.8 1.8% 253.1 41.00 BlackRock Inc 6.7 1.7% 246.7 39.50 edge fund Brokerage Clean Energy Transition LLP 2.3 0.6% 86.4 30.22 Mackenzie Financial Corp 1.9 0.5% 71.0 38.10 State Street Corp 1.7 0.4% 62.4 37.03 Sovereign Other Insurance Morgan Stanley 1.3 0.4% 49.8 39.02 wealth fund Two Sigma Investments LP 1.2 0.3% 43.1 32.98 Corp Geode Capital Management LLC 1.0 0.3% 37.8 36.33 Legal & General Group PLC 1.0 0.3% 36.3 37.36 Norges Bank 0.9 0.2% 34.6 33.50 Robeco Schweiz AG 0.9 0.2% 34.6 40.43 Voloridge Investment Management 0.8 0.2% 30.7 34.05 JPMorgan Chase & Co 0.8 0.2% 30.4 39.31 Investment advisor Millennium Management LLC/NY 0.8 0.2% 28.8 33.06 GAMCO Investors 0.6 0.2% 22.9 35.81 Squarepoint Ops LLC 0.6 0.2% 22.6 35.26 Charles Schwab Corp/The 0.6 0.2% 22.5 37.34 AQR Capital Management LLC 0.5 0.1% 18.8 40.56 Grace Partners (First Trust) 0.4 0.1% 15.6 39.71 Citadel Advisors LLC 0.4 0.1% 14.9 35.41 Accrued Equities Inc 0.4 0.1% 14.3 35.59 HSBC Holdings PLC 0.4 0.1% 13.8 36.43 Other institutional holders 13.5 3.4% 498.7 36.72 Weighted avg. cost basis Total institutional holders 383.4 99.0% $14,194.0 $31.34 4: (excl. Indiana) $39.94 Insiders 0.3 0.1% $11.3 $34.02 Unknown holders 4.4 0.9% $163.9 NA Median cost basis 4: (excl. Indiana) $36.72 Total 388.1 100.0% $14,369.2 $31.33 Source: Bloomberg, Capital IQ, company filings as of 04/24/2024 1. Ownership position assumed to be unchanged versus initial sale of Arizona common stock to Qatar Investment Auth ow orinty’s ed su wh bo silldyiary, Hyde Member LLC on 5/12/2021 Content must not 2. Excludes holdings by Indiana 3. “Other” includes investors classified by Bloomberg as “Trust”, “Pension”, “Holding Company”, “Endowment”, “Family oOf vefirce nm”e, n“t” , Unclassified”, or “Other” go below this line 4. Represents weighted average cost basis of institutional shareholders, excluding Indiana Confidential | 68 5. Atlas Infrastructure Partners’ average cost basis as per Arizona Management 6. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, per the Management Forecast
STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) solely for the information and assistance iliated of the Unaff Committee (the “Special Committee”) of the Board of Directors of the company coded Arizona (the “Company”) in consi mattde ers ring the referred to in these materials. This presentation is confidential and may not be disclosed (in whole or in part) or utilized for other purposes without the express prior written consent of Moelis. This presentation has been prepared based on information provided by the Company and/or from third party sources. Moelis assumed such information is complete and accurate in all material respects. Moelis has not independently verified such information (or assumed responsibility for the independent verification of such information). To the extent this presentation includes projections, forecasts or other forward-looking statements, Moelis has assumed that such information was reasonably prepared based on the best currently available estimates and judgments of the Company and/or other parties as to the future performance of the Company and/or such other parties. Moelis expresses no views as to the reasonableness of any such projections, forecasts or other forward-looking statements or the assumptions on which they are based. Moelis has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company or any other party. Moelis’ participation in any due diligence review is solely for purposes of dvsup ice po anrtd ing an alits ysia s. This presentation is based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and Moelis assumes no obligation to update this presentation or correct any information herein. No company or transaction used in this presentation is identical to the Company or any potential transaction. The analyses set forth in this presentation do not purport to be appraisals and such analyses do not reflect Moelis’ views of the prices at which businesses or securities actual d.l yB eca may use be the sol analyses described in these materials (including the information used in such analyses) are inherently subject to uncertainty, Moelis does not assume responsibility if future results are materially different from those forecast. This presentation was designed for use by certain persons familiar with the business of the Company. This presentation is not intended to provide the sole basis for any decision on any transaction or strategic alternative and is not a recommendation with respect to any transaction or strategic alternative. This presentation does not address the Company’s underlying business decision to engage ct in any ion or sttrran ategi sa c alternative or the relative merits of any transaction or strategic alternative as compared to any alternative business strategies or transactions that might be available to the Company. Nothing contained in this presentation should be construed as legal, regulatory, tax or accounting advice. Moelis and its affiliates are engaged globally in a wide range of investment banking and other activities for their own account and otherwise. Moelis and its affiliates may have advised, may seek to advise and may in the future advise in companies referred to in this presentation. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this presentation. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Content must not go below this line Confidential | 69
Exhibit (c)(4) STRICTLY CONFIDENTIAL Project Analysis at Various Prices Lean May 2, 2024 Content must not go below this line
STRICTLY CONFIDENTIAL Analysis at Various Prices: premia and implied multiples Unaffected Initial Revised Counter Date Proposal Proposal Proposal 3/6/2024 3/7/2024 5/1/2024 Share Price Sensitivity 4/26/2024 ($ in billions, except per share amounts) 4 Current Share Price $32.08 $34.25 $34.75 $35.25 $35.75 $36.25 $36.65 $36.75 $37.25 $37.75 $38.25 1 NPV of Three Quarters of Dividends ($0.44/share) $1.26– $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 1 $1.67– $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 NPV of Four Quarters of Dividends ($0.44/share) 2 $12.5 $13.3 $13.5 $13.7 $13.9 $14.1 $14.2 $14.3 $14.5 $14.7 $14.8 Market Capitalization 2 Enterprise Value $26.5 $27.3 $27.5 $27.7 $27.9 $28.1 $28.3 $28.3 $28.5 $28.7 $28.9 Implied Offer Premiums Statistic Current Trading $36.65 (12%) (7%) (5%) (4%) (2%) (1%)– 0% 2% 3% 4% Unaffected Share Price 32.08– 7% 8% 10% 11% 13% 14% 15% 16% 18% 19% Indiana Initial Proposal 34.25 (6%)– 1% 3% 4% 6% 7% 7% 9% 10% 12% Indiana Revised Proposal 34.75 (8%) (1%)– 1% 3% 4% 5% 6% 7% 9% 10% Arizona Counter Proposal 38.25 (16%) (10%) (9%) (8%) (7%) (5%) (4%) (4%) (3%) (1%)– 30-day VWAP (Unaffected) 31.07 3% 10% 12% 13% 15% 17% 18% 18% 20% 22% 23% % of 52 Week High 41.12 (22%) (17%) (15%) (14%) (13%) (12%) (11%) (11%) (9%) (8%) (7%) % of 52 Week Low 28.36 13% 21% 23% 24% 26% 28% 29% 30% 31% 33% 35% Implied P / E Multiples Statistic 2024E $2.26 14.2x 15.2x 15.4x 15.6x 15.8x 16.0x 16.2x 16.3x 16.5x 16.7x 16.9x Wall Street 2025E 2.43 13.2x 14.1x 14.3x 14.5x 14.7x 14.9x 15.1x 15.1x 15.4x 15.6x 15.8x Research 2026E 2.52 12.7x 13.6x 13.8x 14.0x 14.2x 14.4x 14.5x 14.6x 14.8x 15.0x 15.2x 2024E $2.28 14.0x 15.0x 15.2x 15.4x 15.6x 15.9x 16.0x 16.1x 16.3x 16.5x 16.7x 3 Mgmt. Forecast 2025E 2.47 13.0x 13.9x 14.1x 14.3x 14.5x 14.7x 14.8x 14.9x 15.1x 15.3x 15.5x 2026E 2.60 12.3x 13.2x 13.4x 13.6x 13.8x 13.9x 14.1x 14.1x 14.3x 14.5x 14.7x Source: S&P Capital IQ as of 05/01/2024, Wall Street equity research and Arizona management Note: Wall Street research consensus estimates and 52 week share price range as of the Unaffected Date (03/06/2024) 1. Represents the net present value (“NPV”) of the next three and four per share quarterly dividends, starting in Q3 2024 and discounted to 05/01/2024 using a discount rate of 6.7%, representing the mid-point of the weighted average (weighted based on EBITDA contribution) WACC range of the Networks and Renewables segments per Moelis presentation to the Content must not Special Committee dated 04/25/2024. Future dividends assumed to be held constant at $0.44 and dividend payment dates assumed to be in-line with historical dividend payment dates go below this line 2. Fully diluted shares outstanding of 388.146 million as of 03/31/2024 per Arizona management, Arizona management does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 1 3. Based on adjusted net income per the Arizona management forecast 4. Current share price as of 05/01/2024
STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) solely for the information and assistance of the Unaffiliated Committee (the “Special Committee”) of the Board of Directors of the company coded Arizona (the “Company”) in considering the matters referred to in these materials. This presentation is confidential and may not be disclosed (in whole or in part) or utilized for other purposes without the express prior written consent of Moelis. This presentation has been prepared based on information provided by the Company and/or from third party sources. Moelis assumed such information is complete and accurate in all material respects. Moelis has not independently verified such information (or assumed responsibility for the independent verification of such information). To the extent this presentation includes projections, forecasts or other forward-looking statements, Moelis has assumed that such information was reasonably prepared based on the best currently available estimates and judgments of the Company and/or other parties as to the future performance of the Company and/or such other parties. Moelis expresses no views as to the reasonableness of any such projections, forecasts or other forward-looking statements or the assumptions on which they are based. Moelis has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company or any other party. Moelis’ participation in any due diligence review is solely for purposes of supporting its advice and analysis. This presentation is based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and Moelis assumes no obligation to update this presentation or correct any information herein. No company or transaction used in this presentation is identical to the Company or any potential transaction. The analyses set forth in this presentation do not purport to be appraisals and such analyses do not reflect Moelis’ views of the prices at which businesses or securities actually may be sold. Because the analyses described in these materials (including the information used in such analyses) are inherently subject to uncertainty, Moelis does not assume responsibility if future results are materially different from those forecast. This presentation was designed for use by certain persons familiar with the business of the Company. This presentation is not intended to provide the sole basis for any decision on any transaction or strategic alternative and is not a recommendation with respect to any transaction or strategic alternative. This presentation does not address the Company’s underlying business decision to engage in any transaction or strategic alternative or the relative merits of any transaction or strategic alternative as compared to any alternative business strategies or transactions that might be available to the Company. Nothing contained in this presentation should be construed as legal, regulatory, tax or accounting advice. Moelis and its affiliates are engaged globally in a wide range of investment banking and other activities for their own account and otherwise. Moelis and its affiliates may have advised, may seek to advise and may in the future advise in companies referred to in this presentation. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this presentation. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Content must not go below this line Confidential | 2
Exhibit (c)(5) STRICTLY CONFIDENTIAL Project Analysis at Various Prices Lean May 6, 2024 Content must not go below this line
STRICTLY CONFIDENTIAL Analysis at Various Prices: premia and implied multiples Unaffected Initial Revised Counter Date Proposal Proposal Proposal ($ in billions, except per share amounts) 3/6/2024 3/7/2024 5/1/2024 Share Price Sensitivity 4/26/2024 4 Current Share Price $32.08 $34.25 $34.75 $35.25 $35.75 $36.25 $36.62 $36.75 $37.25 $37.75 $38.25 1 $1.26– $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 $1.26 NPV of Three Quarters of Dividends ($0.44/share) 1 $1.67– $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 $1.67 NPV of Four Quarters of Dividends ($0.44/share) 2 $12.5 $13.3 $13.5 $13.7 $13.9 $14.1 $14.2 $14.3 $14.5 $14.7 $14.8 Market Capitalization 2 $26.5 $27.3 $27.5 $27.7 $27.9 $28.1 $28.3 $28.3 $28.5 $28.7 $28.9 Enterprise Value Implied Offer Premiums Statistic Current Trading $36.62 (12%) (6%) (5%) (4%) (2%) (1%)– 0% 2% 3% 4% Unaffected Share Price 32.08– 7% 8% 10% 11% 13% 14% 15% 16% 18% 19% Indiana Initial Proposal 34.25 (6%)– 1% 3% 4% 6% 7% 7% 9% 10% 12% Indiana Revised Proposal 34.75 (8%) (1%)– 1% 3% 4% 5% 6% 7% 9% 10% (16%) (10%) (9%) (8%) (7%) (5%) (4%) (4%) (3%) (1%)– Arizona Counter Proposal 38.25 30-day VWAP (Unaffected) 31.07 3% 10% 12% 13% 15% 17% 18% 18% 20% 22% 23% % of 52 Week High (22%) (17%) (15%) (14%) (13%) (12%) (11%) (11%) (9%) (8%) (7%) 41.12 % of 52 Week Low 28.36 13% 21% 23% 24% 26% 28% 29% 30% 31% 33% 35% Implied P / E Multiples Statistic 2024E $2.26 14.2x 15.2x 15.4x 15.6x 15.8x 16.0x 16.2x 16.3x 16.5x 16.7x 16.9x Wall Street 2025E 2.43 13.2x 14.1x 14.3x 14.5x 14.7x 14.9x 15.1x 15.1x 15.4x 15.6x 15.8x Research 2026E 2.52 12.7x 13.6x 13.8x 14.0x 14.2x 14.4x 14.5x 14.6x 14.8x 15.0x 15.2x 2024E $2.28 14.0x 15.0x 15.2x 15.4x 15.6x 15.9x 16.0x 16.1x 16.3x 16.5x 16.7x 3 2025E 2.47 13.0x 13.9x 14.1x 14.3x 14.5x 14.7x 14.8x 14.9x 15.1x 15.3x 15.5x Mgmt. Forecast 2026E 2.60 12.3x 13.2x 13.4x 13.6x 13.8x 13.9x 14.1x 14.1x 14.3x 14.5x 14.7x Source: S&P Capital IQ as of 05/03/2024, Wall Street equity research and Arizona management Note: Wall Street research consensus estimates and 52 week share price range as of the Unaffected Date (03/06/2024) 1. Represents the net present value (“NPV”) of the next three and four per share quarterly dividends, starting in Q3 2024 and discounted to 05/01/2024 using a discount rate of 6.7%, representing the mid-point of the weighted average (weighted based on EBITDA contribution) WACC range of the Networks and Renewables segments per Moelis presentation to the Content must not Special Committee dated 04/25/2024. Future dividends assumed to be held constant at $0.44 and dividend payment dates assumed to be in-line with historical dividend payment dates 2. Fully diluted shares outstanding of 388.146 million as of 03/31/2024 per Arizona management, Arizona management does not assume any changes to fully diluted shares outstanding over go below this line the forecast period Confidential | 1 3. Based on adjusted net income per the Arizona management forecast 4. Current share price as of 05/03/2024
STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) solely for the information and assistance of the Unaffiliated Committee (the “Special Committee”) of the Board of Directors of the company coded Arizona (the “Company”) in considering the matters referred to in these materials. This presentation is confidential and may not be disclosed (in whole or in part) or utilized for other purposes without the express prior written consent of Moelis. This presentation has been prepared based on information provided by the Company and/or from third party sources. Moelis assumed such information is complete and accurate in all material respects. Moelis has not independently verified such information (or assumed responsibility for the independent verification of such information). To the extent this presentation includes projections, forecasts or other forward-looking statements, Moelis has assumed that such information was reasonably prepared based on the best currently available estimates and judgments of the Company and/or other parties as to the future performance of the Company and/or such other parties. Moelis expresses no views as to the reasonableness of any such projections, forecasts or other forward-looking statements or the assumptions on which they are based. Moelis has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company or any other party. Moelis’ participation in any due diligence review is solely for purposes of supporting its advice and analysis. This presentation is based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and Moelis assumes no obligation to update this presentation or correct any information herein. No company or transaction used in this presentation is identical to the Company or any potential transaction. The analyses set forth in this presentation do not purport to be appraisals and such analyses do not reflect Moelis’ views of the prices at which businesses or securities actually may be sold. Because the analyses described in these materials (including the information used in such analyses) are inherently subject to uncertainty, Moelis does not assume responsibility if future results are materially different from those forecast. This presentation was designed for use by certain persons familiar with the business of the Company. This presentation is not intended to provide the sole basis for any decision on any transaction or strategic alternative and is not a recommendation with respect to any transaction or strategic alternative. This presentation does not address the Company’s underlying business decision to engage in any transaction or strategic alternative or the relative merits of any transaction or strategic alternative as compared to any alternative business strategies or transactions that might be available to the Company. Nothing contained in this presentation should be construed as legal, regulatory, tax or accounting advice. Moelis and its affiliates are engaged globally in a wide range of investment banking and other activities for their own account and otherwise. Moelis and its affiliates may have advised, may seek to advise and may in the future advise in companies referred to in this presentation. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this presentation. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Content must not go below this line Confidential | 2
Exhibit (c)(6) STRICTLY CONFIDENTIAL Project Discussion Materials for Lean the Special Committee May 17, 2024 Content must not go below this line
STRICTLY CONFIDENTIAL Table of contents 1. Situation overview 2 2. Overview of financial projections 6 3. Preliminary financial analysis summary 11 4. Appendices 19 A. Preliminary Discounted Cash Flow Analysis 20 B. Preliminary Selected Publicly Traded Companies Analysis 26 C. Preliminary Selected Precedent Transactions Analysis (for reference only) 33 D. Preliminary WACC Analysis 38 E. Context for evaluating the proposal 48 F. Other information 51 Content must not go below this line Confidential | 1
STRICTLY CONFIDENTIAL 1. Situation overview Content must not go below this line Confidential | 2
STRICTLY CONFIDENTIAL Summary of Moelis work The Unaffiliated Committee of the Board (the “Special Committee”) of “Arizona” (or the “Company”) is evaluating a proposal made by its majority shareholder, “Indiana”, to acquire the publicly traded shares of Arizona it does not already own th • March 18: Moelis signed a confidentiality agreement and subsequently received access to the written, non-binding proposal submitted by Indiana on March 6 to acquire the common shares of Arizona it does not already own at an offer price of $34.25 (the “Indicative Offer”) • March 25: Moelis sent the Special Committee a disclosure letter outlining its relationships with certain parties that could be involved in a potential transaction • March 26: Moelis presented a pitch to the Special Committee, including Moelis’ credentials and other information related t iewo M s on th oee lisbroade ’ v r market and the Indicative Offer • March 27: Moelis was formally engaged by the Special Committee • March 28: Moelis submitted a preliminary list of diligence requests to Arizona Management • March 29: Moelis received access to a virtual data room populated with preliminary responses to its information requests • April 3: Moelis held three calls with Arizona Management, including calls with the Company’s Chief Executive Officer, Chi l Ofef fic Fin er anan d cliea a ders of the Company’s Networks and Renewables businesses. Throughout early April, Moelis also submitted several follow up dilige stsnc to the e req Cue ompany • April 4: The Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence and next steps • April 8: Moelis held an additional diligence call on the Networks business with Arizona Management • April 9: Moelis attended a meeting with the Company’s second largest shareholde . Trhe Special Committee, Moelis and Paul Weiss also met separately to discuss Moelis’ diligence and next steps • April 15: Moelis participated in a call with Morgan Stanley (Indiana’s financial advisor) and the Company to discuss di ati lige on nc pre oviinf ded orm to Indiana • April 22: The Special Committee, Moelis and Paul Weiss met to discuss Moelis’ diligence to date, the Arizona Managemen nex t fo t rse teca ps st and • April 23: Moelis held an additional diligence call on the Renewables business with Arizona Management, including the Chief Financial Officer • April 25: Moelis presented to the Special Committee and Paul Weiss its preliminary financial analysis and potential strategic alternatives to a transaction; the Special Committee, Moelis and Paul Weiss discussed potential responses to the Indicative Offer • May 2: Moelis met with the Special Committee and Paul Weiss to discuss Indiana’s updated proposal received on May ec 1; tion un de of rthe th Se pedi crial Committee, representatives of Moelis held a series of calls with representatives of Morgan Stanley over the next several days to ask for more information on the rationale for their offer price and to share key perspectives on appropriate valuation • May 6: Moelis met twice with the Special Committee and Paul Weiss regarding ongoing price negotiations between the Special Committee and Indiana; Moelis and Paul Weiss also reviewed a key issues list received from Indiana’s legal counsel • May 7: Moelis met with the Special Committee and Paul Weiss to discuss, and deliver, a counter proposal of $35.75 per share, which Indiana subsequently agreed to, subject to satisfactory resolution of key contractual terms • May 10, May 13, May 14, May 15 and May 16: Moelis met with the Special Committee and Paul Weiss to discuss the merger agreement and the transaction process Content must not go below this line Confidential | 3
STRICTLY CONFIDENTIAL Summary of key transaction terms Select key transaction terms (the “Proposed Transaction”) • Indiana to acquire all of the outstanding shares of common stock of Arizona that are not already owned by Indiana Proposed transaction 1 o Indiana currently owns approximately 81.6% of Arizona common stock Price • $35.75 per share in cash • The Special Committee will have authority to declare regular quarterly dividends, including a pro-rated divided for any Dividends partial quarter prior to the closing Unaffiliated • Prior to closing of the transaction, the holders of at least a majority of all outstanding shares of Common Stock held by shareholder persons not affiliated with Indiana or management must approve the transaction approval • Indiana will not be required to agree to remedies to secure the requisite approvals unless such remedies would reasonably be expected to have an immaterial effect on (i) Arizona and its subsidiaries as a whole and (ii) each of the Regulatory efforts Company’s 8 regulated utility subsidiaries, taken individually, except for the subsidiaries in Maine, which will be tested on a combined basis • Outside date: June 30, 2025, subject to a 3-month extension to secure the requisite regulatory approvals Termination • No termination fee or reverse termination fee: in the event of failure to obtain the unaffiliated shareholder approval, no cash payment owed by Indiana or Arizona Content must not go below this line Confidential | 4 1. Indiana and its affiliates beneficially own 315,659,357 shares of Arizona common stock
STRICTLY CONFIDENTIAL Analysis at Various Prices: premia and implied multiples Unaffected Indiana Arizona Indiana Arizona Indiana Proposed Date Proposal Proposal Proposal Proposal Proposal Transaction 3/6/2024 3/7/2024 4/26/2024 5/1/2024 5/6/2024 5/6/2024 5/7/2024 ($ in billions, except per share amounts) Share Price $32.08 $34.25 $38.25 $34.75 $36.25 $35.25 $35.75 1 $12.5 $13.3 $14.8 $13.5 $14.1 $13.7 $13.9 Market Capitalization 1 $26.5 $27.3 $28.9 $27.5 $28.1 $27.7 $27.9 Enterprise Value Memo: 2 $1.32 – $1.32 $1.32 $1.32 $1.32 $1.32 Three Quarters of Dividends ($0.44/share) 2 $1.76 – $1.76 $1.76 $1.76 $1.76 $1.76 Four Quarters of Dividends ($0.44/share) 3 $33.40 $34.25 $39.57 $36.07 $37.57 $36.57 $37.07 Share Price + Three Quarters of Dividends 3 $33.84 $34.25 $40.01 $36.51 $38.01 $37.01 $37.51 Share Price + Four Quarters of Dividends Implied Offer Premia Statistic Unaffected Share Price $32.08 – 7% 19% 8% 13% 10% 11% 4 $37.55 (15%) (9%) 2% (7%) (3%) (6%) (5%) Current Trading Price 5 Various – (5%) 5% (5%) (1%) (4%) (3%) Trading Price at Proposal Proposed Transaction Price $35.75 (10%) (4%) 7% (3%) 1% (1%) – 30-day VWAP (Unaffected) $31.03 3% 10% 23% 12% 17% 14% 15% % of 52 Week High $41.12 (22%) (17%) (7%) (15%) (12%) (14%) (13%) % of 52 Week Low $28.36 13% 21% 35% 23% 28% 24% 26% Implied P / E Multiples Statistic 2024E $2.26 14.2x 15.2x 16.9x 15.4x 16.0x 15.6x 15.8x Wall Street 2025E $2.43 13.2x 14.1x 15.8x 14.3x 14.9x 14.5x 14.7x Research 2026E $2.52 12.7x 13.6x 15.2x 13.8x 14.4x 14.0x 14.2x 2024E $2.28 14.0x 15.0x 16.7x 15.2x 15.9x 15.4x 15.6x 6 2025E $2.47 13.0x 13.9x 15.5x 14.1x 14.7x 14.3x 14.5x Mgmt. Forecast 2026E $2.60 12.3x 13.2x 14.7x 13.4x 13.9x 13.6x 13.8x Source: Bloomberg, S&P Capital IQ as of 05/15/2024, Wall Street equity research, Arizona Management Note: Wall Street research consensus estimates and 52 week share price range as of the Unaffected Date (03/06/2024) 1. Reflects fully diluted shares outstanding of 388.146 million as of 03/31/2024 per Arizona Management, Arizona Management does not assume any changes to fully diluted shares outstanding over the forecast period Content must not 2. Future quarterly dividends assumed to be held constant at $0.44 per share go below this line 3. Assumes 3 or 4 quarters between transaction signing to closing 4. Current trading price as of 05/15/2024 Confidential | 5 5. Represents premium to the closing share price on the day of receipt, or delivery, of each proposal or counter proposal 6. Based on adjusted net income per the Management Forecast
STRICTLY CONFIDENTIAL 2. Overview of financial projections Content must not go below this line Confidential | 6
STRICTLY CONFIDENTIAL Management financial plan overview & assumptions • Arizona Management developed and provided the long-term protections ((the Management Forecast ) or the long-term outlook (the LTO )) to Moelis • The LTO covers a 12-year forecast period from 2024E to 2035E and includes annual financial projections for each of the three business segments (Networks, Renewables and Corporate) o Arizona’s Board of Directors reviewed and approved the 2024 – 2026 E E period of the LTO on April 11, 2024 o Arizona’s Audit Committee reviewed the projections to 2030E with the Company’s Chief Financial Officer o Forecasts for the 2031E – 2035E period were also prepared by Arizona Management and provided to Moelis Overview • No external equity issuances assumed throughout the forecast period • The LTO assumes that the Company divests a 60% interest in a portfolio of Renewables assets (that are currently being marketed) at book value • The LTO includes detail on tax credits expected to be generated in the Renewables segment • Arizona Management confirmed that section 111(d) of the Clean Air Act has been considered in the preparation of the financial projections and does not have a material impact • Arizona Management confirmed that the recent U.S. government announcement on increased tariffs on solar cell imports from China does not impact the financial projections 1 • Includes financial projections for all Networks operating companies and subsidiaries Networks • Regulatory assumptions based on approved rate cases and assumed to continue after existing regulatory periods • Networks EBITDA forecasted to grow at 6.8% CAGR from 2024E to 2035E with over $29 bn of assumed capex over the same time period • Includes financial projections for operating and under construction assets as well as expected pipeline development • Financial projections prepared at segment (Onshore, Offshore, Thermal and Trading) level • Renewables EBITDA forecasted to grow at 10.3% CAGR from 2024E to 2035E with over $24 bn of assumed capex over the same time period Renewables o The $24 bn of capital expenditures included in the Management Forecast is meaningfully higher than historical levels and subject to risks including, but not limited to, operational risk, financial risk, land and site control risks, risks related to interconnection to the electric grid, off-taker risk, supply chain risk, regulatory risk, technological risk, environmental risk and changes in market conditions • Run-rate EBITDA for the Renewables segment reflective of capital spend through 2035 of $1,400 mm was provided by Arizona Management • Includes projected corporate expenses that are not allocated to the business segments Corporate o Corporate personnel expenses and operating costs are predominantly allocated to each business segment • Includes financing costs associated with corporate level debt Content must not go below this line Confidential | 7 Source: Arizona Management 1. Includes NYSEG, RGE, CMP, UI, CNG, SCG, BGC, MNG, Transco (equity investment), NECEC, Securitization, MEPCO, CORP ASC, CORP UIL and Eliminations
STRICTLY CONFIDENTIAL Summary of the Management Forecast Overview Capex ($ bn) 2 S&P FFO/Debt : • Networks 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% o Reduction in Networks capex from 2024B to 2027E driven by completion of New England Clean Energy Connect o Networks EBITDA CAGR of 6.8% through 2035E • Renewables 2.1 2. 2.4 o Increase in Renewables capex from 2027E to 2030E driven by: 2.5 2. 2.5 2.4 2.0 2.3 • ~$1 bn of repowering capex per year 1. 0. 0. • ~$700 mm per year of solar growth capex 3.1 2.8 2. • ~$200 mm of wind growth capex in 2027E, increasing to ~$800 mm 2.5 2. 2.5 2.5 2.3 2.2 2.1 2.1 2.0 by 2030E o Aggregate Renewables EBITDA of ~$10 bn expected to be generated 24E 25E 2 E 2 E 28E 2 E 30E 31E 32E 33E 34E 35E through 2035 with over $24 bn of capex spend over the same time 1 Networks Renewables Consolidated period EBITDA ($ bn) Adj. Net Income ($ bn) 3 Business Adj. earnings per share ($/sh) line CAGR $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 $3.47 $3.93 $4.24 $4.54 $4.85 Business 4 line CAGR 10.3% $1.4 1.3 1.3 1.1 1.0 1.0 0. 15.1% 0. 0.8 0.8 0. 0. 0. 0.5 0. 0.4 0.4 0.3 0. 0.2 0.4 0. 0.2 0.3 0.4 6.8% 3.8 3. 3. 3. 5.0% 3.4 3.3 3.1 2.8 1.4 1.4 2. 1.3 1.4 1.3 2.4 1.2 1.1 2.1 1.0 1. 1.0 0. 0. 0.8 24E 25E 2 E 2 E 28E 2 E 30E 31E 32E 33E 34E 35E 24E 25E 2 E 2 E 28E 2 E 30E 31E 32E 33E 34E 35E 1 1 Networks Renewables Consolidated Networks Renewables Consolidated Content must not Source: Management Forecast 1. Consolidated includes impact of Corporate segment go below this line 2. Inclusive of S&P adjustments per Management Forecast Confidential | 8 3. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 4. Represents run-rate EBITDA (inclusive of capital spent through 2035) per Arizona Management
STRICTLY CONFIDENTIAL Renewables Revenue by Type Revenue ($ mm) $2, 4 $2,558 $2,353 $2,1 0 $2,031 $1,8 5 $1, $1, 14 $1, 2 $1, 21 $1,5 3 $1,308 24E 25E 2 E 2 E 28E 2 E 30E 31E 32E 33E 34E 35E Onshore Wind Repowering Offshore Wind Onshore Solar Thermal ( lamath) Power Trading '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '34E '35E Onshore Wind $973 $945 $954 $1,005 $980 $944 $981 $1,044 $1,121 $1,178 $1,258 $1,425 Onshore Solar $58 $101 $102 $114 $161 $202 $247 $298 $344 $394 $443 $495 Repowering – ($4) ($1) ($4) $72 $135 $147 $190 $213 $262 $329 $311 Thermal (Klamath) $181 $171 $155 $138 $121 $115 $113 $114 $117 $117 $117 – Power Trading $96 $96 $106 $96 $96 $96 $96 $96 $96 $96 $96 $96 Offshore Wind – $264 $306 $280 $283 $286 $282 $289 $298 $306 $314 $323 Total $1,308 $1,573 $1,621 $1,629 $1,714 $1,777 $1,865 $2,031 $2,190 $2,353 $2,558 $2,649 1 Content must not go below this line Confidential | 9 Source: Management Forecast
STRICTLY CONFIDENTIAL Renewables Capex by Type Capex ($ mm) $2, 1 $2, 25 $2,52 $2,513 $2,431 $2,402 $2,32 $2,130 $2,030 $1, 0 $5 $5 1 24E 25E 2 E 2 E 28E 2 E 30E 31E 32E 33E 34E 35E Other Solar ( rowth) Wind ( rowth) Offshore Repowering Existing Onshore( Wind Solar) 1 '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '34E '35E Existing Onshore (Wind + Solar) $194 $95 $90 $87 $84 $114 $83 $121 $100 $252 $244 $90 Repowering $52 $198 $181 $1,295 $1,059 $1,081 $791 $421 $618 $355 – – Offshore $1,600 $119 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Wind (Growth) $50 $79 $133 $196 $525 $719 $839 $839 $839 $839 $839 $629 Solar (Growth) $118 $12 – $759 $575 $607 $709 $709 $709 $709 $709 $638 1 Other $117 $94 $110 $115 $110 $118 $127 $159 $169 $170 $161 $172 Total $2,130 $596 $591 $2,529 $2,431 $2,716 $2,625 $2,327 $2,513 $2,402 $2,030 $1,607 Existing Onshore (Wind + Solar) 9% 16% 15% 3% 3% 4% 3% 5% 4% 10% 12% 6% Repowering 2% 33% 31% 51% 44% 40% 30% 18% 25% 15% – – Offshore 75% 20% 13% 3% 3% 3% 3% 3% 3% 3% 4% 5% Wind (Growth) 2% 13% 22% 8% 22% 26% 32% 36% 33% 35% 41% 39% Solar (Growth) 6% 2% – 30% 24% 22% 27% 30% 28% 30% 35% 40% 1 Other 6% 16% 19% 5% 5% 4% 5% 7% 7% 7% 8% 11% Total 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Content must not go below this line Confidential | 10 Source: Management Forecast 1. Other includes Capitalized Labor, Thermal, Power Trading and Corporate
STRICTLY CONFIDENTIAL 3. Preliminary financial analysis summary Content must not go below this line Confidential | 11
STRICTLY CONFIDENTIAL Preliminary financial analysis overview Moelis performed its financial analysis on a sum-of-the-parts (“SOTP”) basis using the Management Forecast • The analysis was performed on a SOTP basis to reflect the different characteristics of the Arizona’s business segments: o (1) Networks, which includes regulated electric, gas and combination utility businesses o (2) Renewables, which includes renewable power generation assets, and o (3) Corporate, which includes corporate-level costs • Moelis exercised its professional judgement in constructing its financial analysis • The DCF analysis was performed using the LTO provided by Arizona Management • Moelis used the terminal multiple method to determine the terminal value; the terminal multiple range, based on reference to current and historical EV / EBITDA (NTM) multiples for the applicable Selected Publicly Traded Companies, was applied to the applicable terminal year EBITDA • For the Networks and Corporate segments, terminal year EBITDA represents 2035E EBITDA • For the Renewables segment, terminal year adjusted EBITDA represents estimated run-rate EBITDA (reflective of capital spend through 2035) provided by Arizona Management plus the average of the last five years of annual tax credits (Production Tax Cred andi ts re ta(“PT inedCs ”) 1 Investment Tax Credits (“ITCs”)) generated in the forecast period, which is informed by the Company’s accounting thvoadology luation me o Estimated run-rate EBITDA was utilized in the terminal year for the Renewables segment based on the forecasted capital expenditures during the 2024E-2035E projection period and the lag expected between investment and EBITDA generation • In addition to the inclusion of certain tax credits in the terminal value, as described above, tax assets created by the Renewables segment were included in the Renewables DCF analysis in the following ways: o Tax credits (PTCs and ITCs) expected to be generated between 2024E – 2035E were included in the calculation of unlevered free cash flow; and Discounted Cash Flow (“DCF”) o Net operating losses (“NOLs”) expected to be generated were valued separately and included in the calculation o alu f e e nterprise v Analysis • The DCF analysis for the Renewables segment requires significant exercise of judgment given: o The large portion of Renewables value is attributable to tax attributes, which are subject to future statutory changes or expiry; o The significant increase in forecasted Renewables capital expenditures relative to historical levels, including $24 bn of capex in the Management Forecast, resulting in negative cumulative free cash flow through 2035 and a terminal value in excess of 100% of the DCF value of the Renewables segment; o Significant risks related to Renewables segment projects, including, but not limited to, operational risk, financial risk, land and site control risks, risks related to interconnection to the electric grid, off taker risk, supply chain risk, regulatory risk, technological risk, environmental risk and changes in market conditions; and o Significant changes to the planned Renewables segment capital program may have a material impact on the value implied by the DCF analysis • Moelis exercised its professional judgment to balance the considerations previously mentioned to conduct its analysis, including the terminal value methodology and the treatment of tax credits • For the Corporate segment, Moelis used the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from Networks and Renewables business segments Content must not go below this line Confidential | 12 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Preliminary financial analysis overview (cont’d) Moelis performed its financial analysis on a sum-of-the-parts (“SOTP”) basis using the Management Forecast • Moelis reviewed and analyzed certain financial information and market trading data related to companies whose operations Moelis believed to be generally relevant for the Arizona business segments for purposes of this analysis • For the Networks businesses, Selected Publicly Traded Companies focused on both P / E multiples and EV / EBITDA multiples based on Wall Street consensus estimates for 2024E and 2025E earnings per share and EBITDA, respectively • For the Renewables business, Selected Publicly Traded Companies focused on EV / EBITDA multiples based on Wall Street consensus estimates for 2024E and 2025E EBITDA Selected Publicly Traded Companies • Tax credits (PTCs and retained ITCs) generated by the Renewables segment were added to each respective year’s EBITDA before Analysis 1 applying the applicable EV / EBITDA multiple o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewab les from s egment expected tax credits (PTCs and retained ITCs) • For reference only: An illustrative analysis was also performed on a consolidated basis, though Moelis did not rely upon it for purposes of its financial analysis due to the lack of comparability of the Selected Publicly Traded Companies with a business mix similar to Arizona • Moelis reviewed and analyzed, but did not rely on, selected precedent merger and acquisition transactions for the last ten years involving companies whose operations Moelis believes to be generally relevant for each of Arizona’s business segments • Moelis did not view the selected precedents transactions analysis as relevant because: Selected Precedent Transactions o Many of the selected precedent transactions were completed in materially different market and interest rate environments Analysis o As Indiana already controls Arizona, there is not a change of control in a potential transaction o Due to a lack of comparability of the business mix and profile between the Selected Precedent Transaction target company and Arizona Content must not go below this line Confidential | 13 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits For Reference Only
STRICTLY CONFIDENTIAL Preliminary financial analysis summary Proposed Transaction: $35.75 ($ in mm, except per share amounts) Unaffected Current Price: Trading: Business Line Terminal Range Terminal EBITDA Discount Rate $32.08 $37.55 Discounted Cash Netw orks 10.5x - 11.5x $3,926 6.25% - 7.00% Flow Analysis $28.42 $4 .3 3 (SOTP) Renew ables 9.5x - 11.5x $2,335 6.50% - 7.50% Corporate 10.35x - 11.54x $0 6.32% - 7.12% Business Line '24E / '25E Trading Multiple '24E / '25E EBITDA '24E / '25E Net Income 2024E $30. $41. Selected 10.0x - 11.5x / 9.0x - 11.0x $1,899 / $2,119 – Publicly Traded Netw orks Companies 14.5x - 16.5x / 13.5x - 15.5x – $835 / $926 Analysis 4 Renew ables 10.0x - 11.0x / 9.0x - 10.0x $743 / $922 – (SOTP) 2025E $33.12 $4 .48 Corporate (based on DCF analysis) Business Line Transaction Multiple 2024E EBITDA 2024E Net Income Selected Precedent 10.0x - 12.5x $1,899 – Netw orks Transactions Analysis $32.58 $ 2.81 20.5x - 24.5x – $835 (SOTP) 4 Renew ables 11.0x - 13.0x $743 – Consolidated Trading Multiple Net Income 2024E $3 .55 $41.12 Consolidated 2024E 16.0x - 18.0x $887 Selected 2025E 15.0x - 17.0x $959 Publicly Traded Companies Analysis 2025E $3 .0 $42.01 1 52-week high: 04/25/2023; 52-week low: 10/03/2023 $28.3 $41.02 52-Week High / Low Analyst price targets of 8 brokers prior to announcement of the Indicative Offer 2 Analyst Price Targets $0.00 $20.00 $40.00 $ 0.00 $80.00 Source: Management Forecast, S&P Capital IQ as of 05/15/2024 Note: Selected Publicly Traded Companies and Selected Precedent Transactions assume forecasted Networks 2024E net debt of $8,705 mm and non-controlling interest of $42 mm as of 06/30/2024; DCF Analysis assumes forecasted consolidated net debt of $12,698 mm and consolidated non-controlling interest of $1,238 mm as of 06/30/2024; fully diluted shares Content must not outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period go below this line 1. 52-week high and low closing prices as of the Unaffected Date (03/06/2024) 2. Represents analyst price targets prior to the announcement of the Indicative Offer Confidential | 14 3. Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E – 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits 4. Tax credits (PTCs and retained ITCs) generated by the Renewables segment are added to each respective year’s EBIT plD yiA ng be thefor ape a plicabl p e EV / EBITDA multiple For Reference Only
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (DCF Analysis) Terminal Multiple Discount Rate Enterprise Value Terminal Segment Metric Low - High Low - High Low - High Networks EBITDA $3,926 10.50x 11.50x 6.25% 7.00% $19,216 $22,940 1 2 Renewables EBITDA $2,335 9.50x 11.50x 6.50% 7.50% $6,332 $9,558 Corporate EBITDA $0 10.35x 11.54x 6.32% 7.12% ($581) ($555) Total Enterprise Value $24,967 $31,942 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $11,030 $18,006 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $28.42 $46.39 Content must not Source: Management Forecast Note: Analysis assumes forecasted consolidated net debt of $12,698 mm and consolidated non-controlling interest of $1,238 mm as of 06/30/2024; fully diluted shares outstanding of go below this line 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 15 1. Discounted NOLs added to enterprise value; ITCs and PTCs included in calculation of unlevered free cash flow 2. Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E - 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Publicly Traded Companies Analysis) – 2024E multiples Trading Multiple Enterprise Value Segment 2024 Metric Low - High Low - High EBITDA $1,899 10.00x 11.50x $18,987 $21,836 Networks Net Income $835 14.50x 16.50x 20,856 22,526 Range $18,987 $22,526 1 Renewables EBITDA $743 10.00x 11.00x $7,434 $8,178 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $25,840 $30,148 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $11,904 $16,212 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $30.67 $41.77 Content must not Source: Management Forecast Note: Selected Publicly Traded Companies analysis assumes forecasted Networks 2024E net debt of $8,705 mm and non-controlling interest of $42 mm as of 06/30/2024; fully diluted go below this line shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 16 1. 2024E tax credits (PTCs and retained ITCs) of $300 mm generated by the Renewables segment are added to 2024E Renewables EBITDA before applying the applicable EV / EBITDA multiple
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Publicly Traded Companies Analysis) – 2025E multiples Trading Multiple Enterprise Value Segment 2025 Metric Low - High Low - High EBITDA $2,119 9.00x 11.00x $19,073 $23,311 Networks Net Income $926 13.50x 15.50x 21,251 23,103 Range $19,073 $23,311 1 Renewables EBITDA $922 9.00x 10.00x $8,300 $9,222 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $26,791 $31,978 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $12,855 $18,041 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $33.12 $46.48 Content must not Source: Management Forecast Note: Selected Publicly Traded Companies analysis assumes forecasted Networks 2024E net debt of $8,705 mm and non-controlling interest of $42 mm as of 06/30/2024; fully diluted go below this line shares outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 17 1. 2025E tax credits (PTCs and retained ITCs) of $319 mm generated by the Renewables segment are added to 2025E Renewables EBITDA before applying the applicable EV / EBITDA multiple
STRICTLY CONFIDENTIAL Preliminary financial analysis – SOTP (Selected Precedent Transactions Analysis) (for reference only) Transaction Multiple Enterprise Value Segment 2024 Metric Low - High Low - High EBITDA $1,899 10.00x 12.50x $18,987 $23,734 Networks Net Income $835 20.50x 24.50x 25,867 29,207 Range $18,987 $29,207 1 Renewables EBITDA $743 11.00x 13.00x $8,178 $9,664 Corporate (based on DCF analysis) ($581) ($555) Total Enterprise Value $26,584 $38,316 Less: Net Debt (Incl. NCI) (13,936) (13,936) Total Equity Value $12,647 $24,380 (/) Fully-Diluted Shares Outstanding 388.146 388.146 Implied Equity Value per Share $32.58 $62.81 Content must not Source: Management Forecast Note: Selected Precedent Transactions analysis assumes forecasted Networks 2024E net debt of $8,705 mm and non-controlling interest of $42 mm as of 06/30/2024; fully diluted shares go below this line outstanding of 388.146 million as of 06/30/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period Confidential | 18 1. 2024E tax credits (PTCs and retained ITCs) of $300 mm generated by the Renewables segment are added to 2024E Renewables EBITDA before applying the applicable EV / EBITDA multiple
STRICTLY CONFIDENTIAL 4. Appendices Content must not go below this line Confidential | 19
STRICTLY CONFIDENTIAL A. Preliminary Discounted Cash Flow Analysis Content must not go below this line Confidential | 20
STRICTLY CONFIDENTIAL DCF Analysis – methodology & assumptions (additional detail) DCF analysis reflects implied Arizona value range based on estimated present value of unlevered after-tax free cash flows provided by Arizona business segments and the estimated present value of the terminal value of each business segment • Based on the Management Forecast • Based on unlevered after-tax free cash flows from June 30, 2024 to December 31, 2035; values were discounted to June 30, 2024 using the mid-year discounting convention • Utilizes 26.5% tax rate on all segments, provided by Arizona Management • Assumes debt and cash as of 06/30/2024 • Business segment Weighted Average Cost of Capital (“WACC”) assumptions outlined in the table below • Tax credits that Arizona is forecasted to generate were included in the Renewables DCF analysis: Projections o Generated PTCs and ITCs were included in the calculation of unlevered free cash flow; NOLs were valued separately, discounted to 06/30/2024 using the same discount rate range derived from the Networks business WACC analysis and included in the calculation of Renewables enterprise value o NOL tax credits are estimated as the Renewables segment’s negative EBIT (as presented in the DCF analysis), andto a bre e ue sx ep de cted immediately to offset taxes owed on income generated by the Networks business o Because the income that the NOL tax credits are offsetting is generated at the Networks business, Moelis used the Networks segment discount rate to calculate the value of the NOL tax credits • Terminal EBITDA represents 2035E EBITDA for the Networks and Corporate segments • For the Renewables segment, terminal year adjusted EBITDA represents estimated run-rate EBITDA (reflective of capital spend through 2035) provided by Arizona Management plus the average of the last five years of annual tax credits (PTCs and retained ITCs) generated in the forecast 1 period, which is informed by the Company’s accounting valuation methodology Terminal Value • Assumes the following items held constant from 2035E: 1) change in net working capital, 2) change in deferred tax liabilities, 3) depreciation & amortization and 4) tax rate for Consolidated and each business line • Assumes capital expenditure equal to 120% of depreciation & amortization in terminal year for the Renewables segment • Terminal EV / EBITDA multiple range based on reference to current and historical EV / NTM EBITDA multiples for the applicable Selected Publicly Traded Companies with no emphasis on any one multiple Projections Terminal Value Discount Rate EBITDA Terminal Value as a Implied Perpetuity Range Multiple Range % of Enterprise Value Growth Rate Segment Low - High Low - High Low - High Low - High Networks 6.25% 7.00% 10.5x 11.5x 97.8% 98.7% 1.5% 2.6% Renewables 6.50% 7.50% 9.5x 11.5x 140.1% 159.0% 2.3% 4.0% Corporate 6.32% 7.12% 10.3x 11.5x NM NM NM NM Content must not go below this line Confidential | 21 Source: Management Forecast 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits SOTP
STRICTLY CONFIDENTIAL Networks – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year EBITDA $949 $2,119 $2,354 $2,633 $2,850 $3,073 $3,297 $3,448 $3,595 $3,741 $3,832 $3,926 $3,926 % Growth NA 11.6% 11.1% 11.9% 8.2% 7.8% 7.3% 4.6% 4.3% 4.1% 2.4% 2.5% Less: Depreciation & Amortization ($386) ($862) ($940) ($1,029) ($1,109) ($1,175) ($1,272) ($1,325) ($1,380) ($1,438) ($1,497) ($1,557) ($1,557) EBIT $563 $1,257 $1,413 $1,604 $1,741 $1,898 $2,025 $2,122 $2,215 $2,303 $2,335 $2,369 $2,369 Less: Taxes @ 26.5% (149) (333) (375) (425) (461) (503) (537) (562) (587) (610) (619) (628) (628) Tax-Affected EBIT $414 $924 $1,039 $1,179 $1,280 $1,395 $1,488 $1,560 $1,628 $1,693 $1,716 $1,742 $1,742 Plus: Depreciation & Amortization 386 862 940 1,029 1,109 1,175 1,272 1,325 1,380 1,438 1,497 1,557 1,557 Plus: Deferred Income Taxes 58 91 74 85 87 102 129 121 109 99 96 102 102 Less: Capital Expenditures (1,531) (2,545) (2,575) (2,472) (2,834) (2,747) (2,476) (2,018) (2,079) (2,137) (2,204) (2,272) (1,557) Less: Change in Working Capital and Others (261) (236) (170) (59) (61) (27) (66) 1 37 56 50 28 28 Unlevered Free Cash Flow ($933) ($904) ($693) ($238) ($419) ($102) $348 $989 $1,075 $1,149 $1,155 $1,156 $1,871 Implied enterprise value ($ mm) Implied perpetuity growth rate (%) Terminal EBITDA Multiple Terminal EBITDA Multiple 10.50x 10.75x 11.00x 11.25x 11.50x 10.50x 10.75x 11.00x 11.25x 11.50x 6.25% $20,984 $21,473 $21,962 $22,451 $22,940 6.25% 1.5% 1.6% 1.7% 1.8% 1.9% 6.50% 20,378 20,854 21,329 21,805 22,281 6.50% 1.7% 1.8% 1.9% 2.0% 2.1% 6.75% 19,789 20,252 20,715 21,178 21,641 6.75% 2.0% 2.1% 2.2% 2.3% 2.4% 7.00% 19,216 19,667 20,118 20,569 21,019 7.00% 2.2% 2.3% 2.4% 2.5% 2.6% Content must not go below this line Confidential | 22 Source: Management Forecast WACC WACC
STRICTLY CONFIDENTIAL Renewables – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year 1 EBITDA $222 $603 $636 $639 $680 $746 $784 $900 $1,009 $1,112 $1,252 $1,308 $1,400 % Growth NA 36.1% 5.4% 0.4% 6.5% 9.7% 5.0% 14.9% 12.0% 10.3% 12.5% 4.5% Less: Depreciation & Amortization ($231) ($717) ($693) ($956) ($863) ($904) ($1,024) ($1,059) ($1,077) ($1,104) ($1,138) ($1,185) ($1,185) EBIT ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 $215 Less: Taxes @ 26.5% – – – – – – – – – (2) (30) (33) (57) Tax-Affected EBIT ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $6 $84 $90 $158 2 Plus: Tax Credits 455 329 331 477 539 637 681 803 938 1,042 1,103 1,190 935 Plus: Depreciation & Amortization 231 717 693 956 863 904 1,024 1,059 1,077 1,104 1,138 1,185 1,185 Plus: Deferred Income Taxes – – – – – – – – – – – – – Less: Capital Expenditures (1,065) (596) (591) (2,529) (2,431) (2,716) (2,625) (2,327) (2,513) (2,402) (2,030) (1,607) (1,422) Less: Change in Working Capital and Others (18) (1) 12 57 44 24 32 16 16 28 54 25 25 Unlevered Free Cash Flow ($407) $336 $388 ($1,356) ($1,168) ($1,308) ($1,128) ($607) ($551) ($222) $348 $883 $881 3 Terminal Year Adjusted EBITDA : $2,335 Implied enterprise value ($ mm) Implied perpetuity growth rate (%) Terminal EBITDA Multiple Terminal EBITDA Multiple 9.50x 10.00x 10.50x 11.00x 11.50x 9.50x 10.00x 10.50x 11.00x 11.50x 6.50% 6.50% $7,028 $7,594 $8,160 $8,726 $9,292 2.3% 2.5% 2.7% 2.9% 3.0% 6.75% 6.75% 6,778 7,329 7,880 8,431 8,982 2.5% 2.7% 2.9% 3.1% 3.3% 7.00% 7.00% 6,536 7,072 7,608 8,144 8,681 2.8% 3.0% 3.2% 3.3% 3.5% 7.25% 7.25% 6,301 6,823 7,345 7,867 8,389 3.0% 3.2% 3.4% 3.6% 3.7% 7.50% 7.50% 6,074 6,582 7,090 7,598 8,107 3.3% 3.5% 3.6% 3.8% 4.0% Content must not Source: Management Forecast 1 Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management go below this line 2 Generated PTCs and ITCs Confidential | 23 3 Represents run-rate EBITDA (inclusive of capital spent through 2035) of $1,400 mm per Arizona Management plus the average annual tax credits (PTCs and retained ITCs) from 2031E - 2035E, which is informed by Arizona Management’s view of EBITDA inclusive of tax credits WACC WACC
STRICTLY CONFIDENTIAL Tax assets – Discounted Cash Flow Analysis Projected tax savings 6 Mo. Fiscal Year Ended December 31, ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Renew ables EBIT Losses ($10) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 (x) Tax Rate (26.5%) ($3) ($30) ($15) ($84) ($48) ($42) ($64) ($42) ($18) $2 $30 $33 Tax Savings Generated $3 $30 $15 $84 $48 $42 $64 $42 $18 – – – Present value of NOLs ($ mm) Networks WACC 6.25% 6.44% 6.63% 6.81% 7.00% $266 $264 $262 $260 $258 Content must not go below this line Confidential | 24 Source: Management Forecast
STRICTLY CONFIDENTIAL Corporate – Discounted Cash Flow Analysis Projected unlevered free cash flow 6 Mo. Ended Fiscal Year Ended December 31, Terminal ($ in mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Year EBITDA ($4) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Growth NA (101.6%) (40.8%) (6.2%) 6.4% 14.5% 21.8% 20.0% 12.1% 56.7% 27.3% 30.3% Less: Depreciation & Amortization ($5) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) EBIT ($9) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) Less: Taxes @ 26.5% – – – – – – – – – – – – – Tax-Affected EBIT ($9) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) Plus: Depreciation & Amortization 5 7 7 7 7 7 7 7 7 7 7 7 7 Plus: Deferred Income Taxes – (15) (21) (35) (79) (113) (120) (123) (128) (120) (65) (14) (14) Less: Capital Expenditures (5) – – – – – – – – – – – – Less: Change in Working Capital and Others 2 (16) (8) 1 1 0 – – 2 1 1 1 1 Unlevered Free Cash Flow ($7) ($31) ($29) ($34) ($78) ($113) ($120) ($123) ($125) ($119) ($64) ($13) ($13) Implied enterprise value ($ mm) Terminal EBITDA Multiple 10.35x 10.64x 10.94x 11.24x 11.54x 6.32% ($581) ($581) ($581) ($581) ($581) 6.52% (575) (575) (575) (575) (575) 6.72% (568) (568) (568) (568) (568) 6.92% (562) (562) (562) (562) (562) 7.12% (556) (556) (556) (556) (555) Content must not go below this line Confidential | 25 Source: Management Forecast WACC
STRICTLY CONFIDENTIAL B. Preliminary Selected Publicly Traded Companies Analysis Content must not go below this line Confidential | 26
STRICTLY CONFIDENTIAL Discussion of Selected Publicly Traded Companies Moelis reviewed and analyzed certain financial information and market trading data related to companies whose operations Moelis believed to be generally relevant for the Arizona business segments • Moelis’ Selected Publicly Traded Companies analysis focuses on a combination of both P / E and EV / EBITDA mul Wtipl ales l Strba eesed t on consensus estimates for 2024E and 2025E EBITDA and earnings per share for the Networks segment while focusing primarily on EV / EBITDA multiples for the Renewables segment • For reference only: An illustrative analysis was also performed on a Consolidated basis, though Moelis did not rely upon it for purposes of its financial analysis due to the lack of comparability of the Selected Publicly Traded Companies with a business mix similar to Arizona • Although none of the Selected Publicly Traded Companies that Moelis focused its financial analysis on are directly comparable, Moelis selected them because, among other reasons, they have one or more similar operating and financial characteristics, including: o Electric Networks: Pure-play (primarily fully regulated) electric utility companies o Gas Networks: Pure-play (primarily fully regulated) gas utility companies o Combined Networks: Primarily fully regulated utility companies with both electric and gas business operations o Renewables: Renewable power generation companies o Consolidated: Companies that have meaningful regulated utility and unregulated renewable power generation business operations • Corporate: reference to the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from other business segments • The Selected Publicly Traded Companies analysis includes: o Electric Networks: American Electric Power Company, Inc., Entergy Corporation, Evergy, Inc., FirstEnergy Corp., Pinnacle West Capital Corp., PNM Resources Inc. and Portland General Electric Company o Gas Networks: Atmos Energy Corporation, Northwest Natural Holding Company, ONE Gas, Inc. and Spire Inc. o Combined Networks: Alliant Energy Corporation, Avista Corporation, Black Hills Corporation, CenterPoint Energy, Inc., Consolidated Edison, Inc., Duke Energy Corporation, Exelon Corporation, NiSource Inc., NorthWestern Energy Group, Inc., PPL Corporation and Xcel Energy Inc. o Renewables: Atlantica Sustainable Infrastructure plc, Boralex Inc., Brookfield Renewable Partners L.P., Clearway Energy, Inc., Innergex Inc., NextEra Energy Partners, LP and Northland Power Inc. o Consolidated (for reference only): Ameren Corporation, CMS Energy Corporation, Dominion Energy, Inc., DTE Energy Company, NextEra Energy, Inc., The Southern Company and WEC Energy Group, Inc. Content must not go below this line Confidential | 27
STRICTLY CONFIDENTIAL Discussion of Selected Publicly Traded Companies (cont’d) • A number of factors limit comparability of Selected Publicly Traded Companies, including: o Electric Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Gas Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Combined Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Renewables: company size, geography, business mix, contract profile, counterparties, etc. o Consolidated: business mix, company size, business profile, regulatory jurisdiction and environments • No individual multiple is determinative of reference ranges • The selected reference ranges are based on: o For Networks and Renewables businesses: the observed range of metrics from each applicable set of Selected Publicly Traded Companies, with no emphasis placed on any one multiple o For Corporate: the weighted average (weighted based on EBITDA contribution) of each business segment’s midpoint • To calculate the enterprise value of the Networks segment, Moelis took the enterprise values implied by applying the applicable selected reference ranges to 2024E and 2025E EBITDA and the enterprise value implied by applying the applicable selected reference ranges to 2024E and 2025E earnings per share and adding the net debt and non-controlling interest attributable to the Networks business • To calculate enterprise value of the Renewables segment, Moelis added the 2024E and 2025E tax credits to the s ap Epl BiIcab TDAle year’ 1 and then applied the selected reference ranges o Tax credits calculated as PTCs allocated to Tax Equity Investors (“TEI”) plus retained PTCs and retained ITCs, per nag ement Arizona Ma 1 adj. EBITDA (with Tax Credits) o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewabl fres omseg ment expected tax credits (PTCs and retained ITCs) • Enterprise value for the Corporate segment was based on the DCF analysis Content must not go below this line Confidential | 28 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Networks – Selected Publicly Traded Companies Share Price % of 52 Market Enterprise EV / EBITDA P / E Dividend Long-Term 1 ($ in millions, except per share data) 05/15/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Electric Utility Companies American Electric Power Company, Inc. $91.97 99.4% $48,601 $91,973 11.2x 10.4x 16.4x 15.4x 3.9% 6.3% Entergy Corporation 112.59 99.6% 24,235 51,764 10.5x 9.6x 15.6x 14.6x 4.1% 7.1% FirstEnergy Corp. 40.26 99.0% 23,289 48,259 11.6x 10.6x 15.0x 14.1x 4.3% 6.8% Evergy, Inc. 55.64 90.0% 12,845 26,484 10.1x 9.6x 14.5x 13.6x 4.6% 5.3% Pinnacle West Capital Corporation 77.54 90.1% 8,807 19,414 10.7x 9.8x 16.3x 15.7x 4.6% 6.8% Portland General Electric Company 44.64 88.2% 4,551 9,131 8.6x 7.9x 14.5x 13.7x 4.5% 9.0% PNM Resources, Inc. 38.23 81.4% 3,458 8,424 10.7x 9.3x 14.2x 13.6x 4.1% 5.8% High 11.6x 10.6x 16.4x 15.7x 4.6% 9.0% Mean 10.5x 9.6x 15.2x 14.4x 4.3% 6.7% Median 10.7x 9.6x 15.0x 14.1x 4.3% 6.8% Low 8.6x 7.9x 14.2x 13.6x 3.9% 5.3% EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 05/15/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Gas Utility Companies Atmos Energy Corporation $117.81 94.0% $17,821 $25,011 12.2x 10.7x 17.0x 16.4x 2.7% n.a. ONE Gas, Inc. 64.16 76.5% 3,654 6,760 10.1x 9.0x 16.7x 15.5x 4.1% 3.0% Spire Inc. 62.01 89.9% 3,610 8,361 10.8x 9.9x 14.5x 13.3x 4.9% 6.5% Northwest Natural Holding Company 38.15 83.9% 1,454 3,062 9.2x 7.9x 16.6x 13.3x 5.1% 4.4% High 12.2x 10.7x 17.0x 16.4x 5.1% 6.5% Mean 10.6x 9.4x 16.2x 14.6x 4.2% 4.6% Median 10.5x 9.5x 16.7x 14.4x 4.5% 4.4% Low 9.2x 7.9x 14.5x 13.3x 2.7% 3.0% 4 4 Arizona (Current) $37.55 95.7% $14,583 $28,409 12.0x 11.1x 16.6x 15.5x 4.7% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% $12,459 $26,463 11.3x 9.7x 14.0x 12.9x 5.5% 6.2% 3 Arizona (Offer Announcement) $34.25 83.1% $13,302 $27,306 11.7x 10.0x 14.9x 13.8x 4.9% 6.2% Indiana $13.43 99.6% $83,957 $151,677 9.1x 8.9x 15.4x 14.7x 4.5% 5.1% Source: S&P Capital IQ as of 05/15/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. As of the Unaffected Date (03/06/2024) Confidential | 29 3. As of the 03/0 /2024, when Arizona announced that it had received the Indicative OfOf ferfe r( thAen n“ouncement”) 4. Includes Arizona net debt balance and basic share count as of 10-Q published on 04/24/2024; dilutive securities as of 10-K published on 02/22/2024 Gas Electric
STRICTLY CONFIDENTIAL Networks – Selected Publicly Traded Companies (cont’d) EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 05/15/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Combination Utility Companies Duke Energy Corporation $103.35 99.5% $79,984 $163,982 11.9x 11.0x 17.3x 16.3x 4.0% 6.4% Exelon Corporation 38.73 89.0% 38,789 82,950 10.1x 9.5x 15.9x 14.8x 4.0% 6.0% Consolidated Edison, Inc. 96.91 98.0% 33,630 57,939 11.4x 10.3x 18.2x 17.3x 3.4% 5.1% Xcel Energy Inc. 55.79 83.6% 31,074 58,046 10.3x 9.4x 15.7x 14.6x 3.9% 6.4% PPL Corporation 29.57 99.9% 21,815 37,591 10.8x 10.1x 17.4x 16.3x 3.5% 6.9% CenterPoint Energy, Inc. 29.76 94.7% 19,249 37,775 10.9x 10.0x 18.4x 17.1x 2.7% 7.9% Alliant Energy Corporation 51.99 92.4% 13,367 23,002 12.4x 11.4x 17.0x 16.0x 3.7% 6.6% NiSource Inc. 29.13 99.5% 13,090 27,858 10.9x 9.9x 17.0x 15.7x 3.7% 7.0% Black Hills Corporation 56.87 88.2% 3,936 8,304 10.2x 9.9x 14.5x 13.8x 4.6% 4.0% NorthWestern Energy Group, Inc. 51.86 87.0% 3,189 5,869 10.1x 9.8x 14.8x 14.1x 5.1% 5.1% Avista Corporation 38.20 88.4% 3,002 5,905 10.3x 9.7x 15.7x 14.5x 5.0% 5.0% High 12.4x 11.4x 18.4x 17.3x 5.1% 7.9% Mean 10.9x 10.1x 16.5x 15.5x 4.0% 6.0% Median 10.8x 9.9x 17.0x 15.7x 3.9% 6.4% Low 10.1x 9.4x 14.5x 13.8x 2.7% 4.0% 4 4 Arizona (Current) $37.55 95.7% $14,583 $28,409 12.0x 11.1x 16.6x 15.5x 4.7% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% $12,459 $26,463 11.3x 9.7x 14.0x 12.9x 5.5% 6.2% 3 Arizona (Offer Announcement) $34.25 83.1% $13,302 $27,306 11.7x 10.0x 14.9x 13.8x 4.9% 6.2% Indiana $13.43 99.6% $83,957 $151,677 9.1x 8.9x 15.4x 14.7x 4.5% 5.1% Source: S&P Capital IQ as of 05/15/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. As of the Unaffected Date (03/06/2024) Confidential | 30 3. As of the Offer Announcement (03/07/2024) 4. Includes Arizona net debt balance and basic share count as of 10-Q published on 04/24/2024; dilutive securities as of 10-K published on 02/22/2024 Combination
STRICTLY CONFIDENTIAL Renewables – Selected Publicly Traded Companies Share Price % of 52 Market Enterprise EV / EBITDA Dividend ($ in millions, except per share data) 05/15/2024 Wk High Cap. Value 2024E 2025E Yield Selected Publicly Traded Renewables Companies 1 Brookfield Renewable Partners L.P. $28.01 88.1% $13,570 $42,031 17.3x 16.2x 5.3% 2 2 NextEra Energy Partners, LP 33.60 52.6% 6,467 22,983 11.6x 11.4x 10.7% Northland Power Inc. 16.66 74.2% 4,249 9,398 10.1x 9.7x 5.5% Clearway Energy, Inc. 25.43 84.3% 3,146 13,314 11.4x 10.9x 6.5% Atlantica Sustainable Infrastructure plc 22.36 85.9% 2,595 7,975 9.8x 9.4x 8.1% Boralex Inc. 23.08 79.5% 2,373 5,003 9.8x 9.2x 2.2% Innergex Renewable Energy Inc. 6.68 63.1% 1,367 6,084 11.3x 9.9x 4.3% High 17.3x 16.2x 10.7% Mean 11.6x 11.0x 6.1% Median 11.3x 9.9x 5.5% Low 9.8x 9.2x 2.2% 5 5 Arizona (Current) $37.55 95.7% $14,583 $28,409 12.0x 11.1x 4.7% 3 Arizona (Unaffected Date) $32.08 77.8% $12,459 $26,463 11.3x 9.7x 5.5% 4 Arizona (Offer Announcement) $34.25 83.1% $13,302 $27,306 11.7x 10.0x 4.9% Indiana $13.43 99.6% $83,957 $151,677 9.1x 8.9x 4.5% Source: Arizona Management, S&P Capital IQ as of 05/15/2024, public disclosure Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 Content must not 1. Excludes minority interest as Wall Street research consensus estimates exclude EBITDA attributable to non-controlling interest 2. Includes NextEra Energy, Inc. ownership interest go below this line 3. As of the Unaffected Date (03/06/2024) Confidential | 31 4. As of the Offer Announcement (03/07/2024) 5. Includes Arizona net debt balance and basic share count as of 10-Q published on 04/24/2024; dilutive securities as of 10-K published on 02/22/2024
STRICTLY CONFIDENTIAL Consolidated – Selected Publicly Traded Companies (for reference only) EV / EBITDA P / E Share Price % of 52 Market Enterprise Dividend Long-Term 1 ($ in millions, except per share data) 05/15/2024 Wk High Cap. Value 2024E 2025E 2024E 2025E Yield Growth Rate Selected Publicly Traded Consolidated Companies NextEra Energy, Inc. $77.05 99.8% $158,880 $248,377 16.2x 14.7x 22.6x 20.9x 2.7% 8.1% The Southern Company 79.29 99.4% 86,971 153,733 13.4x 12.3x 19.8x 18.4x 3.7% 5.8% Dominion Energy, Inc. 53.22 97.2% 44,711 87,327 12.8x 11.4x 19.2x 15.8x 5.1% 9.4% WEC Energy Group, Inc. 85.03 91.1% 26,914 45,924 12.2x 11.4x 17.5x 16.3x 4.0% 7.0% DTE Energy Company 116.09 99.3% 24,082 45,742 11.5x 10.4x 17.4x 16.2x 3.6% 7.0% Ameren Corporation 75.33 84.9% 20,183 37,411 11.5x 10.5x 16.4x 15.4x 3.6% 6.4% CMS Energy Corporation 62.99 98.8% 18,884 34,672 11.6x 11.1x 18.9x 17.5x 3.3% 7.3% High 16.2x 14.7x 22.6x 20.9x 5.1% 9.4% Mean 12.7x 11.7x 18.8x 17.2x 3.7% 7.3% Median 12.2x 11.4x 18.9x 16.3x 3.6% 7.0% Low 11.5x 10.4x 16.4x 15.4x 2.7% 5.8% 4 4 Arizona (Current) $37.55 95.7% $14,583 $28,409 12.0x 11.1x 16.6x 15.5x 4.7% 6.2% 2 Arizona (Unaffected Date) $32.08 77.8% $12,459 $26,463 11.3x 9.7x 14.0x 12.9x 5.5% 6.2% 3 Arizona (Offer Announcement) $34.25 83.1% $13,302 $27,306 11.7x 10.0x 14.9x 13.8x 4.9% 6.2% Indiana $13.43 99.6% $83,957 $151,677 9.1x 8.9x 15.4x 14.7x 4.5% 5.1% Source: Arizona Management, S&P Capital IQ as of 05/15/2024, public disclosure Content must not Note: Unaffected Date of 03/06/2024; Arizona disclosed the offer on 03/07/2024 1. Long-term EPS growth rate based on Wall Street research consensus estimates go below this line 2. As of the Unaffected Date (03/06/2024) Confidential | 32 3. As of the Offer Announcement (03/07/2024) 4. Includes Arizona net debt balance and basic share count as of 10-Q published on 04/24/2024; dilutive securities as of 10-K published on 02/22/2024
STRICTLY CONFIDENTIAL C. Preliminary Selected Precedent Transactions Analysis (for reference only) Content must not go below this line Confidential | 33
STRICTLY CONFIDENTIAL Discussion of Selected Precedent Transactions (for reference only) Moelis reviewed and analyzed, but did not rely on, selected precedent merger and acquisition transactions for the last ten years involving companies whose operations Moelis believes to be generally relevant for each of Arizona’s business segments • Moelis did not view the Selected Precedents Transactions analysis as relevant because: o Many of the selected precedent transactions were completed in materially different market and interest rate environments o As Indiana already controls Arizona, there is not a change of control in a potential transaction o Due to a lack of comparability of the business mix and profile between the Selected Precedent Transaction target company and Arizona • Moelis’ Selected Precedent Transactions analysis focuses on a combination of P / E multiples and EV / EBITDA em Nuelti twpolerks s fo bur sth inesses while focusing primarily on EV / EBITDA multiples for the Renewables business • Although none of the Selected Precedent Transactions Moelis focused on in this analysis are directly comparable, Moelis selected them because, among other reasons, the targets have one or more similar operating and financial characteristics, including: o Electric Networks: Pure-play (primarily fully regulated) electric utility companies o Gas Networks: Pure-play (primarily fully regulated) gas utility companies o Combined Networks: Primarily fully regulated utility companies with both electric and gas business operations o Renewables: Renewable power generation companies • Corporate: reference to the weighted average (weighted based on EBITDA contribution) multiple range based on the Selected Publicly Traded Companies from other business segments • A number of factors limit comparability of Selected Precedent Transactions, including: o Electric Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Gas Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Combined Networks: company size, business profile, regulatory jurisdiction and environments, capital expenditure profiles, etc. o Renewables: company size, geography, business mix, contract profile, counterparties, etc. o In addition, timing differences in different economy and commodity cycles also limit comparability • The selected reference ranges for the Selected Precedent Transactions analysis are based on: o Electric Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected electric utility transactions, with no emphasis placed on any one multiple o Gas Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected gas utility transactions, with no emphasis placed on any one multiple o Combined Networks: based on the observed P / E (LTM) and EV / EBITDA (LTM) multiples for selected electric and gas combination utility transactions, with no emphasis placed on any one multiple o Renewables: based on the observed EV / EBITDA (LTM) multiples for selected renewable power generation transactions, with no emphasis placed on any one multiple or metric • To calculate the enterprise value of the Networks segment, Moelis took the enterprise values implied by applying the applicable selected reference ranges to 2024E EBITDA and the enterprise value implied by applying the applicable selected reference multiple ranges to 2024E earnings per share and adding the net debt and non-controlling interest attributable to the Networks business • To calculate enterprise value of the Renewables segment, Moelis added the 2024E tax credits to the 2024E EBITDA and then applied the selected reference ranges 1 o Tax credits calculated as PTCs allocated to TEI plus retained PTCs and retained ITCs, per Arizona Management adj. EBITDA (with Tax Credits) o This approach, in Moelis’ professional judgement, appropriately reflected the value uplift provided to the Renewab lfreosm s eexgpm ee cn tetd tax credits (PTCs and retained ITCs) • Enterprise value for the Corporate segment was based on the DCF analysis Content must not go below this line Confidential | 34 1. Methodology informed by Arizona Management’s view of EBITDA inclusive of tax credits
STRICTLY CONFIDENTIAL Electric / Combination Networks – Selected Precedent Transactions (for reference only) EV / EBITDA P / E Enterprise Equity Ann. 1 1 2 2 Date Acquirer Target Value Value CY CY (date) (name) (name) ($ mm) ($ mm) (x) (x) 6-May-24 CPPIB and GIP ALLETE, Inc. $6,187 $3,858 13.2x 17.4x 26-Oct-21 Liberty Utilities Co. (Algonquin) AEP's Kentucky Operations $2,846 $1,625 14.4x n.a. 21-Oct-20 Avangrid, Inc. PNM Resources, Inc. (Terminated) $7,599 $4,338 11.5x 24.5x 3-Jun-19 J.P. Morgan Investment Management Inc. El Paso Electric Company $4,318 $2,801 12.8x 27.8x 25-Mar-19 ENMAX Corporation Emera Maine $1,300 $959 12.5x n.a. 21-May-18 NextEra Energy, Inc. Gulf Power and Florida City Gas $6,280 $4,873 12.3x n.a. 23-Apr-18 CenterPoint Energy, Inc. Vectren Corporation $8,130 $6,022 12.5x 25.2x 3-Jan-18 Dominion Energy, Inc. SCANA Corporation $14,537 $7,894 10.9x 17.3x 19-Jul-17 Hydro One Limited Avista Corporation (Terminated) $5,322 $3,446 11.3x 27.4x 3 31-May-16 Westar Energy, Inc. Great Plains Energy Incorporated $9,875 $6,877 10.2x 18.3x 9-Feb-16 Fortis, Inc. ITC Holdings Corp. $11,309 $6,929 16.2x 21.3x 9-Feb-16 Liberty Utilities Co. (Algonquin) Empire District Electric Company $2,382 $1,496 10.8x 23.2x 4 4-Sep-15 Emera Incorporated TECO Energy, Inc. $10,350 $6,485 11.6x 22.6x 25-Feb-15 Avangrid, Inc. UIL Holdings Corporation $4,554 $3,003 11.4x 21.7x 3-Dec-14 NextEra Energy, Inc. Hawaiian Electric Industries, Inc. (Terminated) $5,075 $3,466 9.8x 20.8x 20-Oct-14 Macquarie-led Consortium Cleco Corporation $4,678 $3,371 10.3x 20.4x 23-Jun-14 WEC Energy Group, Inc. Integrys Energy Group, Inc. $8,337 $5,810 10.4x 19.9x 30-Apr-14 Exelon Corporation Pepco Holdings, Inc. $12,250 $6,885 10.1x 22.8x Low 9.8x 17.3x Median 11.5x 21.7x High 16.2x 27.8x Source: Public disclosure, S&P Capital IQ 1. Calculated on a fully diluted basis 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced Content must not 3. Represents stock-for-stock merger of equals announced 07/10/2017, following the termination of the originally announced 5/31/201 reat Plains Energy’s acquisition of Westar Energy (due to ansas Corporation Commission’s pushback); reat Plain Energy’s Equity Value / Net Income metrics a forre a redajut ste Pldain Energy’s common equity capital go below this line markets transactions it executed to fund its 5/31/2016 announced acquisition of Westar Confidential | 35 4. TECO enterprise value and equity value adjusted to exclude implied present value of NOLs and AMT credits. Emera disclosed that the acquisition of TECO included $1.7bn of NOLs and AMT credits that represented ~$714 mm or ~0.8x LTM EBITDA as of 06/30/15
STRICTLY CONFIDENTIAL Gas Networks – Selected Precedent Transactions (for reference only) EV / EBITDA P / E Enterprise Equity 1 1 2 2 Ann. Date Acquiror Target Value Value CY CY (date) (name) (name) ($ mm) ($ mm) (x) (x) 5-Sep-23 Enbridge Inc. Dominion (East Ohio Gas Company) $6,600 $4,300 11.2x n.a. 5-Sep-23 Enbridge Inc. Dominion (Public Service Company of NC) $3,100 $2,200 12.5x n.a. 5-Sep-23 Enbridge Inc. Dominion (Questar Gas and Wexpro) $4,300 $3,000 14.7x n.a. 26-May-22 TriSummit Utilities Inc. AltaGas Alaska $800 n.a. 13.2x n.a. 24-Feb-22 JPMorgan Infrastructure Investments, L.P. South Jersey Industries, Inc. $8,100 $4,700 16.8x 21.5x 29-Apr-21 Summit Utilities CenterPoint (AR and OK Assets) $2,150 $1,807 n.a. n.a. 23-Oct-18 Aqua America Peoples $4,275 $2,975 14.7x n.a. 16-Oct-17 South Jersey Industries, Inc. Elizabethtown Gas Company $1,690 $1,165 12.8x 23.4x 21-Feb-17 PNG Companies LLC Delta Natural Gas Company, Inc. $260 $219 13.7x n.a. 25-Jan-17 AltaGas Ltd. WGL Holdings, Inc. $6,635 $4,545 14.4x 26.2x 12-Sep-16 The Laclede Group, Inc. (nka:Spire Inc.) EnergySouth $344 $277 11.3x n.a. 1-Feb-16 Dominion Energy, Inc. Questar Corporation $6,000 $4,400 9.5x 18.6x 26-Oct-15 Duke Energy Corporation Piedmont Natural Gas Company, Inc. $6,536 $4,752 15.1x n.a. 24-Aug-15 The Southern Company AGL Resources Inc. $12,008 $7,956 9.8x n.a. 7-Apr-14 The Laclede Group, Inc. (nka:Spire Inc.) Alabama Gas Corporation $1,600 $1,280 12.2x n.a. Low 9.5x 18.6x Median 13.0x 22.5x High 16.8x 26.2x Content must not go below this line Source: Public disclosure, S&P Capital IQ Confidential | 36 1. Calculated on a fully diluted basis 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced
STRICTLY CONFIDENTIAL Renewables – Selected Precedent Transactions (for reference only) EV / EBITDA Enterprise Equity 1 2 Ann. Date Acquirer Target % Acquired Value Value CY (date) (name) (name) (%) ($ mm) ($ mm) (x) 11-Jul-23 TransAlta Corporation TransAlta Renewables Inc. 40% $1,270 $1,044 8.4x 2-Oct-22 RWE AG Con Edison Clean Energy Businesses, Inc 100% $6,800 n.a. 11.3x 25-May-22 TotalEnergies Clearway Energy Group 21% $2,414 $730 12.9x 13-Jan-20 Brookfield Renewable Partners L.P. TerraForm Power, Inc. 39% $4,122 $1,601 13.2x 4-Nov-19 Canada Pension Plan Investment Board Pattern Energy Group Inc. 100% $6,114 $2,628 16.3x 17-Apr-18 Algonquin Power & Utilities Corp. Atlantica Yield plc 16% $1,242 $345 9.3x 5-Feb-18 Capital Dynamics, Inc. 8point3 Energy Partners LP 100% $1,658 $977 14.2x 1-Nov-17 Algonquin Power & Utilities Corp. Atlantica Yield plc 25% $2,012 $608 10.3x 7-Mar-17 Brookfield Renewable Partners L.P. TerraForm Power, Inc. 62% $6,600 $1,700 13.3x 20-Jan-16 Irving Infrastructure Corp. (iCON Infrastructure) Capstone Infrastructure Corporation 100% $1,997 $492 10.6x Low 8.4x Median 12.1x High 16.3x Content must not go below this line Source: Public disclosure, Wall Street research, S&P Capital IQ Confidential | 37 1. Implied enterprise value for interest of target acquired 2. Estimates presented relative to calendar year in which transaction was announced, as of last trading day before deal was announced
STRICTLY CONFIDENTIAL D. Preliminary WACC Analysis Content must not go below this line Confidential | 38
STRICTLY CONFIDENTIAL Overview of Preliminary WACC Analysis • To estimate the weighted average cost of capital (“WACC”) for each business line, Moelis examined a range of sen AsCC itivi ti ces alc ulfor ation Ws based on a range of inputs: o Risk free rate of 4.61% based on the yield of the 20-year U.S. treasury as of 05/15/2024 o Unlevered beta range as shown below is based on the applicable Selected Publicly Traded Com -yeapa r ni (wes ee’ kl2 y adjusted) and 5-year (monthly adjusted) betas o Given recent volatility among the Renewables Selected Publicly Traded companies, including a recent decline in equity values, Moelis utilized the 2-year average and 5-year average debt / equity ratios to unlever the 2-year (weekly adjusted) and 5-year (monthly adjusted) betas, respectively o Total debt / total capitalization as shown below is based on the 2-year and 5-year average debt / total capitalization ratios of the applicable Selected Publicly Traded Companies Summary of inputs Unlevered Beta Ranges Total Debt / Total Capitalization Ranges Segment Low - High Low - High Networks 0.350 - 0.450 40.0% - 55.0% Renewables 0.325 - 0.500 40.0% - 70.0% o Corporate segment WACC range derived from a weighted average of the other segments’ WACC ranges based on each oth reler s ative egment’s EBITDA contribution o Market risk premium of 6.22% is based on historical long horizon equity risk premium (supply side) sourced form the Kroll Cost of Capital navigator (includes data through December 31, 2023) o Effective tax rate of 26.5% provided by Arizona Management o Pre-tax cost of debt of 5.60% for the Networks segment and 6.50% for the Renewables segment, based on the Selected Publicly Traded Companies’ publicly traded debt o Moelis did not use a size premium in its WACC analysis across any business line; size premium considered not relevant due to the regulated nature of the Networks segment and the contracted nature of a significant portion of the Renewables segment’s revenue • Moelis included Arizona in its WACC analysis for reference but relied less on Arizona’s financial data due to A se rbu izon sine a’ss sdi mvier x compared to the Selected Publicly Traded Companies, as well as the impact of Arizona’s limited public float and the withdraw urcn es P trNM ansacRes tiono on its share price performance and observed beta over time Content must not go below this line Confidential | 39 Source: Bloomberg, S&P Capital IQ, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, the U.S. Department of the Treasury; Market data as of 05/15/2024 SOTP
STRICTLY CONFIDENTIAL Networks – WACC Analysis 2 3 Historical Adjusted Beta Unlevered Beta Equity Total Debt / 1 Value Debt Total Cap. 2-Year 5-Year 2-Year 5-Year ($ in mm, except per share data) Selected Publicly Traded Electric Networks Companies American Electric Pow er Company $48,601 $43,779 47.4% 0.721 0.680 0.421 0.397 Entergy 24,235 28,489 54.0% 0.761 0.811 0.395 0.420 FirstEnergy 23,289 24,642 51.4% 0.714 0.654 0.389 0.356 Evergy 12,845 13,678 51.6% 0.699 0.724 0.379 0.393 Pinnacle West Capital Corporation 8,807 10,505 54.4% 0.732 0.659 0.377 0.339 Portland General Electric Co. 4,551 4,756 51.1% 0.681 0.730 0.373 0.400 Electric Networks Mean 20,388 20,975 51.7% 0.718 0.710 0.389 0.385 Electric Networks Median 18,067 19,160 51.5% 0.718 0.702 0.384 0.395 Selected Publicly Traded Gas Networks Companies Atmos Energy Corporation $17,821 $7,454 29.5% 0.764 0.784 0.574 0.589 ONE Gas 3,654 3,128 46.1% 0.641 0.774 0.382 0.462 Spire 3,610 4,514 55.6% 0.793 0.684 0.399 0.344 Northw est Natural 1,454 1,680 53.6% 0.642 0.714 0.336 0.373 Gas Networks Mean 6,635 4,194 46.2% 0.710 0.739 0.423 0.442 Gas Networks Median 3,632 3,821 49.9% 0.703 0.744 0.391 0.418 Selected Publicly Traded Combination Networks Companies Duke Energy $79,984 $81,408 50.4% 0.693 0.627 0.384 0.347 Exelon 38,789 45,370 53.9% 0.805 0.676 0.418 0.351 Consolidated Edison 33,630 24,478 42.1% 0.641 0.565 0.407 0.359 Xcel Energy 31,074 27,473 46.9% 0.704 0.591 0.414 0.348 PPL 21,815 16,052 42.4% 0.814 0.886 0.515 0.561 CenterPoint Energy 19,249 19,845 50.8% 0.767 0.935 0.423 0.516 Alliant Energy 13,367 9,667 42.0% 0.724 0.704 0.461 0.448 NiSource 13,090 12,971 49.8% 0.770 0.666 0.432 0.374 Black Hills 3,936 4,403 52.8% 0.854 0.785 0.454 0.417 NorthWestern Energy 3,189 2,684 45.7% 0.731 0.645 0.439 0.387 Avista 3,002 2,915 49.3% 0.723 0.653 0.409 0.369 Combination Networks Mean 23,739 22,479 47.8% 0.748 0.703 0.432 0.407 Combination Networks Median 19,249 16,052 49.3% 0.731 0.666 0.423 0.374 Networks Mean 19,523 18,566 48.6% 0.732 0.712 0.418 0.407 Networks Median 13,367 12,971 50.4% 0.724 0.684 0.409 0.387 4 Arizona $14,575 $13,193 47.5% 0.705 0.693 0.423 0.416 5 Memo: PNM Resources $3,458 $4,908 58.7% 0.456 0.586 0.215 0.276 Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 05/15/2024 Content must not 1. Represents diluted market cap as of 05/15/2024 go below this line 2. Represents 2-year Bloomberg adjusted betas (calculated weekly) and 5-year Bloomberg adjusted betas (calculated monthly) 3. Unlevered adjusted beta of select companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E)) Confidential | 40 4. Arizona data as of the Unaffected Date (03/06/2024) 5. Moelis included PNM Resources for reference but did not rely on it for purposes of its WACC analysis due to the impact of historical, proposed M&A on its historically observed betas
STRICTLY CONFIDENTIAL Networks – WACC Analysis (Cont’d) Key assumptions WACC sensitivity • Long-horizon equity risk premium (supply side) of 6.22% UNLEVERED BETA (Source: Kroll) 0.350 0.375 0.400 0.425 0.450 40% 6.36% 6.50% 6.64% 6.78% 6.91% • 26.5% effective tax rate provided by Arizona Management 44% 6.32% 6.46% 6.59% 6.73% 6.87% 48% 6.28% 6.41% 6.55% 6.69% 6.82% • 5.60% pre-tax cost of debt based on Selected Publicly 51% 6.24% 6.37% 6.51% 6.64% 6.78% Traded Companies’ publicly traded debt 55% 6.20% 6.33% 6.46% 6.60% 6.73% • Yield on risk-free rate based on 20-year U.S. Treasuries of 4.61%, as of 05/15/2024 • No size premium used due to the regulated nature of the Networks segment • Moelis included PNM Resources for reference but did not rely on it for purposes of its WACC analysis on the Networks segment due to the impact of historical, proposed M&A on its historically observed betas Content must not go below this line Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Confidential | 41 Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 05/15/2024 DEBT / TOTAL CAPITAL
STRICTLY CONFIDENTIAL Networks – cost of debt references Selected Publicly Traded Companies Cost of Debt Summary Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Selected Publicly Traded Electric Networks Companies American Electric Power Company Appalachian Power Co Baa1 / BBB+ 3/20/2024 $400 Sr Unsecured 2034 5.67% American Electric Power Company Aep Transmission Co Llc A2 / BBB+ 3/13/2024 450 Sr Unsecured 2034 5.30% Entergy Entergy Louisiana Llc A2 / A 3/8/2024 500 1st lien 2034 5.38% Entergy Entergy Louisiana Llc A2 / A 3/8/2024 700 1st lien 2054 5.69% Evergy Evergy Kansas Central A2 / A 11/15/2023 300 1st lien 2033 5.37% FirstEnergy Monongahela Power Co A3 / A- 9/15/2023 400 1st lien 2034 5.53% FirstEnergy Ohio Edison Co A3 / BBB+ 9/27/2022 300 Sr Unsecured 2033 5.53% FirstEnergy American Transmission Sy A3 / BBB+ 12/1/2021 600 Sr Unsecured 2032 5.36% Pinnacle West Capital Corporation Arizona Public Service Baa1 / BBB+ 6/30/2023 500 Sr Unsecured 2033 5.55% Pinnacle West Capital Corporation Arizona Public Service Baa1 / BBB+ 11/8/2022 400 Sr Unsecured 2032 5.48% PNM Resources Pnm Energy Transition Aaa / AAA 11/15/2023 168 Secured 2048 5.58% Portland General Electric Co. Portland General Elec NR / NR 9/30/2021 150 1st lien 2051 6.16% Electric Networks Mean 5.55% Electric Networks Median 5.53% Selected Publicly Traded Gas Networks Companies Atmos Energy Corporation Atmos Energy Corp A1 / A- 10/10/2023 $400 Sr Unsecured 2033 5.19% Atmos Energy Corporation Atmos Energy Corp A1 / A- 10/10/2023 500 Sr Unsecured 2053 5.48% Northwest Natural Northwest Natural Gas Co A2 / AA- 3/8/2023 100 1st lien 2033 5.30% ONE Gas One Gas Inc A3 / A- 12/13/2023 300 Sr Unsecured 2029 4.96% Spire Spire Inc Baa2 / BBB+ 2/12/2024 350 Sr Unsecured 2026 5.38% Spire Spire Missouri Inc A1 / A 2/13/2023 400 1st lien 2033 5.18% Gas Networks Mean 5.25% Gas Networks Median 5.24% Selected Publicly Traded Combination Networks Companies Duke Energy Duke Energy Progress Llc Aa3 / A 3/14/2024 $500 1st lien 2034 5.20% Duke Energy Duke Energy Ohio Inc A2 / A 3/14/2024 425 1st lien 2054 5.67% Duke Energy Duke Energy Corp Baa2 / BBB 9/8/2023 600 Sr Unsecured 2033 5.46% Exelon Exelon Corp Baa2 / BBB 2/27/2024 650 Sr Unsecured 2034 5.46% Exelon Potomac Electric Power A2 / A 3/4/2024 375 1st lien 2034 5.15% Consolidated Edison Con Edison Co Of Ny Inc A3 / A- 11/22/2023 600 Sr Unsecured 2034 5.20% Consolidated Edison Con Edison Co Of Ny Inc A3 / A- 11/22/2023 900 Sr Unsecured 2053 5.60% Xcel Energy Xcel Energy Inc Baa1 / BBB 2/29/2024 800 Sr Unsecured 2034 5.56% PPL Narragansett Electric A3 / A- 3/25/2024 500 Sr Unsecured 2034 5.37% CenterPoint Energy Centerpoint Ener Houston A2 / A 2/29/2024 400 Secured 2034 5.17% Alliant Energy Wisconsin Power & Light Baa1 / A 3/7/2024 300 Sr Unsecured 2034 5.40% NiSource Nisource Inc Baa2 / BBB+ 3/14/2024 650 Sr Unsecured 2034 5.58% Black Hills Black Hills Corp Baa2 / BBB+ 9/15/2023 450 Sr Unsecured 2034 5.80% NorthWestern Energy Northwestern Corp NR / NR 11/1/2017 250 1st lien 2047 5.70% Avista Avista Corp A3 / A- 3/17/2022 400 1st lien 2052 5.76% Combination Networks Mean 5.57% Combination Networks Median 5.64% Networks Mean 5.46% Networks Median 5.46% Content must not go below this line Confidential | 42 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 05/15/2024
STRICTLY CONFIDENTIAL Renewables – WACC Analysis 2 3 Equity Total Current 2yr Avg. 5yr Avg. Debt / Historical Adjusted Beta Unlevered Beta 1 ($ in mm, except per share data) Value Debt Debt / Equity Debt / Equity Debt / Equity Total Cap. 2-Year 5-Year 2-Year 5-Year Selected Publicly Traded Renewables Companies Brookfield Renewable Partners $13,570 $29,124 214.6% 143.0% 107.3% 68.2% 0.855 0.956 0.386 0.500 NextEra Energy Partners 6,467 6,340 98.0% 145.6% 127.1% 49.5% 0.905 1.011 0.421 0.504 Northland Power 4,249 5,296 124.7% 103.5% 110.6% 55.5% 0.834 0.643 0.444 0.331 Clearway Energy 3,146 8,144 258.9% 256.0% 267.8% 72.1% 0.996 0.901 0.330 0.289 Atlantica Sustainable Infrastructure 2,595 5,486 211.4% 204.2% 200.9% 67.9% 0.840 0.984 0.332 0.393 Boralex 2,373 2,691 113.4% 74.5% 85.2% 53.1% 0.841 0.613 0.515 0.355 Innergex 1,367 4,732 346.2% 180.1% 140.4% 77.6% 0.994 0.566 0.393 0.258 Mean 4,824 8,830 195.3% 158.1% 148.5% 63.4% 0.895 0.811 0.403 0.376 Median 3,146 5,486 211.4% 145.6% 127.1% 67.9% 0.855 0.901 0.393 0.355 4 Arizona $14,575 $13,193 90.5% 70.6% 60.4% 47.5% 0.705 0.693 0.464 0.480 Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Louis for ICE BofAML data and the U.S. Department of the Treasury Content must not Note: Market Data as of 05/15/2024 go below this line 1. Represents diluted market cap as of 05/15/2024 2. Represents 2-year Bloomberg adjusted betas (calculated weekly) and 5-year Bloomberg adjusted betas (calculated monthly) Confidential | 43 3. Unlevered adjusted beta of select companies used to calculate relevered beta using the formula B = Bu(1+(1-t)(D/E)) 4. Arizona data as of the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Renewables – WACC Analysis (Cont’d) Key assumptions WACC sensitivity • Long-horizon equity risk premium (supply side) of 6.22% UNLEVERED BETA (Source: Kroll) 0.325 0.369 0.413 0.456 0.500 40% 6.48% 6.73% 6.97% 7.21% 7.46% • 26.5% effective tax rate, provided by Arizona Management 48% 6.46% 6.69% 6.93% 7.17% 7.41% 55% 6.43% 6.66% 6.89% 7.13% 7.36% • 6.50% pre-tax cost of debt based on Selected Publicly 63% 6.40% 6.63% 6.86% 7.08% 7.31% Traded Companies’ publicly traded debt 70% 6.37% 6.60% 6.82% 7.04% 7.26% • Yield on risk-free rate based on 20-year U.S. Treasuries of 4.61%, as of 05/15/2024 • No size premium used due to significant portion of cash flows under long-term contract • Moelis utilized the 2-year average and 5-year average debt / equity ratios to unlever the 2-year (weekly adjusted) and 5- year (monthly adjusted) betas, respectively, due to the recent volatility among the Renewables Selected Publicly Traded companies, including a recent decline in equity values • Moelis included Atlantica Sustainable Infrastructure for reference but did not rely on it for purposes of its WACC analysis due to the international nature of its revenue streams Content must not go below this line Source: Company Filings, Kroll (formerly Duff & Phelps) 2023 Valuation Handbook, Bloomberg, S&P Capital IQ, Federal Reserve Economic Data (FRED) by Federal Reserve Bank of St. Confidential | 44 Louis for ICE BofAML data and the U.S. Department of the Treasury Note: Market Data as of 05/15/2024 DEBT / TOTAL CAPITAL
STRICTLY CONFIDENTIAL Renewables – cost of debt references Selected Publicly Traded Companies Cost of Debt Summary Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Selected Publicly Traded Renewables Companies Atlantica Sustainable Infrastructure Atlantica Sustain Infra NR / BB+ 5/18/2021 $400 Sr Unsecured 2028 5.30% Brookfield Renewable Partners Brookfield Renewable Par NR / BBB+ 3/29/2023 400 Sr Unsecured 2033 5.04% Brookfield Renewable Partners Brookfield Renewable Par NR / BBB+ 1/10/2024 400 Sr Unsecured 2054 5.34% Clearway Energy Clearway Energy Op Llc Ba2 / BB 10/1/2021 350 Sr Unsecured 2032 6.24% Innergex Innergex Renewable Energ NR / NR 9/30/2019 144 Subordinated 2026 8.06% NextEra Energy Partners Nextera Energy Operating Ba1 / BB 9/25/2017 550 Sr Unsecured 2027 6.34% NextEra Energy Partners Nextera Energy Operating Ba1 / BB 12/15/2023 750 Sr Unsecured 2029 6.47% Northland Power North Battleford Power NR / NR 9/20/2013 463 Secured 2032 5.29% Northland Power Northland Power Inc NR / BB+ 6/21/2023 500 Sr Subordinated 2083 7.51% Mean 6.18% Median 6.24% Content must not go below this line Confidential | 45 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 05/15/2024
STRICTLY CONFIDENTIAL Renewables – debt to total capitalization (last 5 years) 0.0 80.0 0.0 0.0 50.0 40.0 30.0 20.0 10.0 May 1 Mar 20 an 21 Nov 21 Sep 22 ul 23 May 24 BEP NEP CWEN NPI A INE BL Median A R Average 1 5-years 3-years 2-years 1-year Indicative Offer Arizona 37% 37% 41% 46% 48% Brookfield Renewable Partners 50% 55% 58% 61% 66% NextEra Energy Partners 53% 52% 56% 65% 70% Northland Power 51% 49% 50% 56% 58% Clearway Energy 72% 71% 71% 75% 78% Atlantica Sustainable Infrastructure 66% 65% 67% 70% 71% Boralex 45% 43% 42% 46% 48% Innergex 56% 59% 63% 69% 74% Median 62% 62% 65% 70% 73% Content must not go below this line Source: Bloomberg, S&P Capital IQ Confidential | 46 Note: Market Data as of 05/15/2024 1. Data reflects debt / total capitalization average since the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Arizona – cost of debt references (reference only) Arizona Cost of Debt Summary (reference only) Company Issuer Ratings (Moody's / S&P) Date of Issuance Amount Out. ($ mm) Rank Maturity Year Yield to Worst Arizona Rochester Gas & Electric A2 / A 11/23/2020 $200 1st lien 2030 5.53% Arizona Ny State Electric & Gas Baa1 / A- 8/8/2023 350 Sr Unsecured 2028 5.35% Arizona Ny State Electric & Gas Baa1 / A- 9/24/2021 350 Sr Unsecured 2031 5.42% Arizona Ny State Electric & Gas Baa1 / A- 8/8/2023 400 Sr Unsecured 2033 5.49% Arizona Ny State Electric & Gas Baa1 / A- 9/5/2019 300 Sr Unsecured 2049 5.76% Arizona Avangrid Inc Baa2 / BBB 5/16/2019 750 Sr Unsecured 2029 5.48% Mean 5.50% Median 5.48% Content must not go below this line Confidential | 47 Source: Bloomberg, S&P Capital IQ Note: Market Data as of 05/15/2024
STRICTLY CONFIDENTIAL E. Context for evaluating the proposal Content must not go below this line Confidential | 48
STRICTLY CONFIDENTIAL Share price performance over time Since its initial listing in December 2015, Arizona share price had decreased by 17% prior to the announcement of 1 the Indicative Offer Relative share price performance (since Arizona listing on NYSE) Arizona Electric Utilities as Utilities Relative share price performance 225.0 20.0 Combined Utilities Renewables UT since NEP guidance revision in 200.0 September 2023 1 5.0 10.0 150.0 5 125.0 100.0 5.0 3 4 50.0 (10.0 ) 25.0 1 2 ( ) 5 3 4 (25.0 ) (20.0 ) Dec 15 Oct 1 Aug 1 un 18 Apr 1 Mar 20 an 21 Nov 21 Sep 22 ul 23 May 24 Sep 23 Nov 23 an 24 Mar 24 May 24 Key Developments % Change 1 2 5-years 3-years 1-year AZ Listing Indicative Offer 11/23/2020: the New Mexico Public Regulation rejected the agreement entered into by Arizona and PNMR 1 1 AZ Unaffected (17%) (34%) (30%) (19%) – Arizona has missed earnings (Adj. EPS) in 4/6 fiscal quarters since Q3 2022, though unreleased Q1 2024 Adj. 2 Arizona (3%) (25%) (28%) (6%) 17% 3 EPS of $0.86 above consensus estimates of $0.68 Electric 28% (12%) (10%) (11%) 5% 3 0 /2 /2023: NextEra Energy Partners, LP (“NEP”) revised growth expectations and limited equity needs Gas 19% (22%) (16%) (16%) 3% 10/23/2023: NEP reported 3Q 2023 financial results, cutting LP distributions to 5% - 8% per unit from 12% - 4 Combined 47% 2% 16% (6%) 39% 15% per unit previously Renewables 85% 44% (24%) (16%) 24% 5 03/07/2024: Arizona announced receipt of the Indicative Offer UTY 70% 25% 8% 5% 16% Content must not Source: S&P Capital IQ as of 05/15/2024; Company filings Note: Electric utilities: AEP, ETR, FE, POR, PNM, PNW; Gas utilities: ATO, OGS, NWN, SR; Combined utilities: AVA, BKH, CNP, DUK, ED, EXC, LNT, NWE, NI, PPL, XEL go below this line 1. Data reflects trading performance since Arizona’s listing on the N SE on 12/1 /2015 at $38. 5 per share Confidential | 49 2. Data reflects trading performance since the Unaffected Date (03/06/2024) 3. Represents median of Wall Street research estimates, per Refintiv
STRICTLY CONFIDENTIAL Historical trading multiples – P / E P / NTM Earnings (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 19.7x 19.6x 18.8x 14.8x - Arizona 19.6x 19.5x 18.7x 15.1x 16.1x Electric Utilities 17.8x 17.4x 16.5x 14.4x 14.3x Gas Utilities 20.6x 19.3x 17.6x 15.8x 16.4x 28.0x Combination Utilities 18.1x 17.8x 17.6x 15.9x 16.0x Consolidated 20.0x 20.4x 19.6x 17.2x 17.5x UTY 18.7x 19.4x 19.3x 16.8x 17.0x 26.0x 24.0x 22.0x 20.0x 18.9x 18.4x 18.0x 17.0x 16.7x 16.0x 16.6x 15.0x 14.0x 12.0x 10.0x Dec-15 Oct-16 Aug-17 Jun-18 May-19 Mar-20 Dec-20 Nov-21 Sep-22 Jul-23 May-24 Arizona Electric Utilities Gas Utilities Combination Utilities Consolidated UTY Content must not Source: S&P Capital IQ as of 05/15/2024 Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL go below this line 1. Since Arizona’s listing on December 1 , 2015, the day following the merger of Indiana and UIL Confidential | 50 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL F. Other information Content must not go below this line Confidential | 51
STRICTLY CONFIDENTIAL Arizona share price performance Arizona share price performance (since listing on NYSE) Share price performance YTD $ 0.00 $ 0.00 Arizona Share Price Proposed Transaction Indicative Offer 3 5 Arizona announced receipt of the Indicative Offer on 3/7/2024 at a ~7% premium to 2 6 $50.00 $50.00 Arizona’s unaffected share price of $32.08 4 (3/6/2024) and a ~10% premium to the 30 trading-day VWAP of $31.03 $40.00 $40.00 1 8 8 7 $30.00 $30.00 1 All Time 52 Week High Low High Low Arizona $56.57 $28.36 $41.12 $28.36 $20.00 $20.00 an 24 Feb 24 Mar 24 Apr 24 May 24 Dec 15 May 1 Oct 18 Mar 20 ul 21 Dec 22 May 24 Key Developments 1 On December 17, 2015 Arizona began trading on the New York Stock exchange at $38.75 On December 27, 2017, Arizona announced it completed the strategic review of its Enstor Gas Storage businesses and confirmed its plan to move forward with the sale of the 2 businesses (the sale was announced on January 31, 2018) On February 25, 2020, Arizona reported Q4 / FY2019 earnings and revised guidance downward, citing uncovered storm outage restoration in its networks business and weak 3 pricing across its merchant renewables business as key headwinds 4 On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic 5 On October 21, 2020, PNM Resources (“PNMR”) announced an agreem enete nt r ito nto a merger with Arizona for $50.30 per share in cash 6 On May 12, 2021, the Qatar Investment Authority and Indiana purchased $740 mm and $3.3 bn of common stock, respectively, at $51.40/share in a private placement 7 On December 31, 2023, Arizona terminated its merger agreement with PNMR due to failure in obtaining regulatory approval from the New Mexico Public Regulation Commission 8 On March 7, 2024, Arizona announced receipt of the Indicative Offer from Indiana to acquire all of Arizona shares not owned by Indiana for $34.25 in cash per share Content must not go below this line Source: S&P Capital IQ market data as of 05/15/2024; public disclosure Confidential | 52 Note: Data reflects trading performance since Arizona’s listing on the N SE on 12/1 /2015 1. As of the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Historical trading multiples – EV / EBITDA EV / NTM EBITDA (since Arizona listing on NYSE) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 10.2x 10.9x 11.2x 10.4x - Arizona 10.2x 10.9x 11.2x 10.6x 11.5x Electric Utilities 10.3x 10.8x 10.8x 10.2x 10.4x Gas Utilities 11.7x 11.9x 11.8x 10.4x 10.5x 16.0x Combination Utilities 10.6x 10.9x 10.9x 10.4x 10.4x Renewables 11.4x 12.3x 12.3x 10.7x 11.0x Consolidated 11.8x 12.4x 12.4x 11.5x 11.9x 15.0x UTY 11.4x 12.3x 12.5x 11.7x 11.7x 14.0x 13.0x 12.2x 12.0x 12.1x 12.0x 11.3x 11.0x 10.8x 10.7x 10.5x 10.0x 9.0x 8.0x 7.0x 6.0x Dec-15 Oct-16 Aug-17 Jun-18 May-19 Mar-20 Dec-20 Nov-21 Sep-22 Jul-23 May-24 Arizona Electric Utilities Gas Utilities Combination Utilities Renewables Consolidated UTY Source: S&P Capital IQ as of 05/15/2024 Content must not Note: Electric Utilities: AEP, ETR, EVRG, FE, POR, PNM, PNW; Gas Utilities: ATO, OGS, NWN, SR; Combination Utilities: AVA, BKH, CNP, DUK, EXC, ED, LNT, NI, NWE, PPL, XEL; Renewables: AY, BEP.UN, BLX, CWEN.A, INE, NEP, NPI go below this line 1. Since Arizona’s listing on December 1 , 2015, the day following the merger of Indiana and UIL Confidential | 53 2. Data reflects multiple average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Historical trading multiples – Renewables EV / EBITDA vs. 10-Year Treasury EV / NTM EBITDA (since Arizona listing on NYSE) (LHS) vs. 10-Year Treasury Yield (RHS) Average 1 2 Since Listing 5-year 3-year 1-year Indicative Offer 3 Arizona (Unaffected) 10.2x 10.9x 11.2x 10.4x - Arizona 10.2x 10.9x 11.2x 10.6x 11.5x Renewables 11.4x 12.3x 12.3x 10.7x 11.0x 10-Year Treasury 2.40% 2.41% 3.15% 4.21% 4.42% 16.0x 6.0% 15.0x 5.0% 14.0x 4.36% 13.0x 4.0% 12.0x 12.0x 11.3x 11.0x 3.0% 10.0x 2.0% 9.0x 8.0x 1.0% 7.0x 6.0x 0.0% Dec-15 Oct-16 Aug-17 Jun-18 May-19 Mar-20 Dec-20 Nov-21 Sep-22 Jul-23 May-24 Arizona Renewables 10-Year Treasury Content must not Source: S&P Capital IQ as of 05/15/2024 Note: Renewables: AY, BEP.UN, BLX, CWEN.A, INE, NEP, NPI go below this line 1. Since Arizona’s listing on December 1 , 2015, the day following the merger of Indiana and UIL Confidential | 54 2. Data reflects multiple and 10-Year Treasury Yield average since the Unaffected Date (03/06/2024) 3. Data reflects multiple average up until the Unaffected Date (03/06/2024)
STRICTLY CONFIDENTIAL Benchmarking the Management Forecast The current Management Forecast is lower than the 2022 Arizona projections, though broadly in-line with equity research estimates Commentary • In September 2022, Arizona prepared a three-year financial forecast (the “2022 Management Forecast”) for its Board of D mieet rect ing ors • Key differences between the 2022 Management Forecast and the current Management Forecast are as follows: o The 2022 Management Forecast included impacts and financings related to the withdrawn PNM Resources acquisition o Current Management Forecast includes more moderate growth expectations; 2022 Management Forecast included 2022E-2025E EBITDA CAGR of ~20%, current Management Forecasts suggests a 2024E-2035E consolidated EBITDA CAGR of 7.6% o 2022 Management Forecast was constructed on a consolidated basis; current Management Forecast broken out by business segment, down to operating company • Primary drivers of growth referenced by equity research include organic growth following the withdrawn PNM Resources transaction, with additional upside driven by successful execution of M&A and growth in the renewable business, particularly offshore wind • Current equity research forecasts further supported by constructive rate case settlements (e.g. New York) EBITDA ($ mm) Arizona actuals Current Management Forecast 1 2022 Management Forecast 2 Median broker estimates $4,081 $3,820 $3, 38 $3,530 $3,354 $3,2 1 $3,045 $2, 0 $2,858 $2, 23 $2, 03 $2,4 8 $2,551 $2,334 $2,112 $2,118 $2,008 $1, 4 2021A 2022A 2023A 2024E 2025E 202 E 202 E 2028E 202 E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 55 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
STRICTLY CONFIDENTIAL Benchmarking the Management Forecast (cont’d) Arizona forecasts suggest a meaningful uptick in capex moving forward; Adj. net income in-line with median Wall Street broker estimates, though more modest than 2022 projections suggested Capital Expenditures ($ mm) Arizona actuals $5,4 3 Current Management Forecast $5,2 5 $5,202 Wall Street research estimates for $5,101 1 $5,001 2022 Management Forecast 2024E capital expenditures range from 2 Median broker estimates ~$2.3 bn to ~$4.2 bn $4,338 $3,28 $2, 2 $3,1 $3,141 $3,114 $2, $2,854 $2,851 $2,813 $2,51 $2,300 $2,300 2021A 2022A 2023A 2024E 2025E 202 E 202 E 2028E 202 E 2030E Adj. Net Income ($ mm) Arizona actuals Current Management Forecast 1 2022 Management Forecast 2 Median broker estimates $1,250 $1,215 $1,181 $1,148 $1,112 $1,0 3 $1,038 $1,042 $1,00 $ 8 $ 5 $ 34 $ 01 $8 $8 4 $88 $84 $808 $ 80 2021A 2022A 2023A 2024E 2025E 202 E 202 E 2028E 202 E 2030E Content must not go below this line Source: Management Forecast, Wall Street research Confidential | 56 1. As per Arizona Board of Directors presentation dated 09/20/2022 2. Median of projections by BofA Securities, Janney, JP Morgan, KeyBanc, Mizuho, Wells Fargo, Siebert Williams Shank & Co., Wolfe Research, as available
STRICTLY CONFIDENTIAL Projected FFO-to-debt (S&P methodology) Management Forecast 12.3 12.3 12.1 12.0 11. 11.8 11.4 11.3 11.1 10.8 10. 10.5 2024E 2025E 202 E 202 E 2028E 202 E 2030E 2031E 2032E 2033E 2034E 2035E Budget Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 $4,348 $4,603 $4,854 $5,084 $5,235 OLA Rent Expense $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 $18 Interest on ARO $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 $15 Securitization Revenues (Interest) – ($39) ($36) ($32) ($29) ($25) ($21) ($17) ($12) ($8) ($3) – S&P EBITDA $2,367 $2,717 $2,987 $3,272 $3,534 $3,828 $4,093 $4,365 $4,624 $4,879 $5,114 $5,268 Interest on Operating Leases ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) ($9) Cash Paid Interest ($438) ($616) ($671) ($771) ($879) ($948) ($1,060) ($1,132) ($1,173) ($1,215) ($1,214) ($1,211) Capitalized Interest ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) ($115) Securitization Interest Expense – $32 $29 $27 $24 $20 $17 $14 $10 $6 $2 – Cash Paid Taxes $252 $218 $163 $187 $194 $226 $388 $430 $453 $499 $409 $362 Adjustments – – – – – – – ($7) ($8) ($9) ($9) ($10) S&P FFO $2,056 $2,227 $2,385 $2,592 $2,749 $3,002 $3,315 $3,546 $3,782 $4,036 $4,178 $4,285 Short-term Debt $1,361 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 $1,963 Long-term Debt $15,104 $16,179 $17,958 $20,755 $23,535 $26,220 $28,099 $29,086 $30,223 $31,127 $31,663 $31,869 Adjustments $1 $2 $2 $12 $63 $102 $187 $233 $262 $276 $280 $283 Total Debt $16,466 $18,143 $19,923 $22,730 $25,560 $28,284 $30,249 $31,282 $32,447 $33,366 $33,905 $34,114 Surplus Cash ($38) ($38) ($206) ($206) ($207) ($208) ($209) ($210) ($211) ($211) ($212) ($213) Asset Retirement Obligation $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 $242 Pension Liability $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 $474 Operating Leases $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 $296 Securitized Debt Balance Adjustment ($788) ($726) ($661) ($592) ($520) ($444) ($364) ($280) ($191) ($98) – – S&P Debt $16,652 $18,391 $20,068 $22,943 $25,845 $28,645 $30,688 $31,805 $33,057 $34,069 $34,704 $34,913 S&P FFO-to-Debt 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% Content must not go below this line Confidential | 57 Source: Management Forecast S P FF Debt
STRICTLY CONFIDENTIAL Selected research analyst ratings and price targets 3 out of 8 major research analysts had a “sell” rating on Arizona prior to the Indicative Offer; does not reflect analyst research published after Q1 earnings Broker 1 Pre-Announcement Price Target Valuation Methodology Report Date Unaffected Price: $32.08 $34.25: Indicative Offer ▪ P / E and EV / EBITDA Multiples SOTP o 13.2x 2026E EPS of $1.98 (Regulated Utilities); 20.3x 2026E EPS of $0.65 (Renewables) $31.00 o Regulated Utilities valued using a 1.0-3.0x discount to the electric/gas sector avg. P/E; Renewables 03/07/2024 valued at approx. 10.0x EBITDA; offshore wind is valued using a DCF with 15% discount rate ▪ P / E Multiple $35.00 o 14.1x 2025E EPS of $2.48 03/08/2024 ▪ P / E Multiples SOTP Price target raised to $32.00 following o Avg. 13.2x 2025E EPS of $2.43 across Networks and Renewables $31.00 announcement 03/20/2024 o Represents a discount to regulated utility peers ▪ P / E Multiple PT: NA o ~14.0x 2024E EPS of $2.32 Rating: HOLD / Neutral 02/22/2024 o Represents 11% discount to multi-industry Utilities trading at ~16.0x ▪ P / E and EV / EBTIDA Multiples SOTP o $23.50 PT for electric networks based on 11.9x (15% discount to group avg.) 2026E EPS of $1.96 / $6.50 PT for gas networks based on 11.9x (15% discount to group avg.) 2026E EPS of $0.52 / $9.00 $34.00 PT for renewables based on 11.0x EV/EBITDA (equivalent to the group avg.) 03/11/2024 o PT reduced by $5.00 to account for expectation of $3.0 billion of parent debt in 2026 ▪ P / E Multiple $35.00 o 14.25-14.725x 2025E EPS of $2.45 03/07/2024 ▪ P / E Multiple $30.00 o 12.3x 2025E EPS of $2.43 03/10/2024 ▪ Various methodologies o Dividend yield range of 4.00%-4.50%, a Price-to-Book value of 1.0x, a Price-to-Cash Flow value of $52.00 9.0x-10.0x, an EV/EBITDA value of 11.5x-12.5x and a P/E multiple of 19.5x-20.5x 03/11/2024 o PT represents 18.8x 2025E EPS of $2.40 Median pre-announcement Buy / Overperform Rating Hold / Neutral Rating Sell / Underperform Rating price target: $34.00 Content must not go below this line Source: Wall Street Research, S&P Capital IQ Confidential | 58 1. References pre-announcement reports for brokers that removed ratings following the Indicative Offer; BofA Securities valuation methodology per report dated 01/11/2024, Janney valuation methodology per report dated 02/23/2024, Wells Fargo valuation methodology per report dated 02/22/2024; Wolfe Research valuation methodology per report dated 02/22/2024
STRICTLY CONFIDENTIAL Proposed Special Committee roadmap and key questions Phase 1 Phase 2 Phase 3 Fact Gathering Evaluation of the offer and alternatives Negotiations Negotiate Understand the Reach Context Analysis Response with agreement offer Indiana I. Withdraws What is the SC’s What is the best What are the key Is now the right offer perspective on the negotiating terms? time? forecast? strategy? I. Becomes unfriendly What are the key How does the offer What information stakeholder compare vs. What are the deal is needed to considerations potential status terms to focus on? evaluate the offer? (incl. regulatory) to quo value? be considered? Special Committee to What are the key consider other practical What is the current What are the What are the right process, timing market and practical alternatives and tactical next steps? industry backdrop? alternatives? considerations? Moelis will assist the Special Committee through each phase of the roadmap Develop Diligence Key forecast Risks and Value implied Negotiation Viability of process takeaways assumptions opportunities by forecast and tactics alternatives Content must not go below this line Confidential | 59
STRICTLY CONFIDENTIAL Summary of potential strategic alternatives Benefits Considerations 1 ✓ Provides potential for liquidity to shareholders at a premium to unaffected ? Price and terms Engage with Indiana in trading price negotiations ? Deal certainty / timeline ✓ Reduces execution risks of business plan 2 ? Future cost of capital and market conditions uncertain ✓ Allows management to continue focusing on Decline to engage with execution ? Share price impact Indiana ✓ Potential to restart discussions in future ? Alternative funds for business plan ? Indiana’s willingness to engage in the future 3 ? Indiana is interested only in pursuing the Explore options for third Proposed Transaction party investment to ✓ Competitive tension with Indiana acquire the Arizona ? Ability to drive third party interest minority stake ? Management time and resources Content must not go below this line Confidential | 60
STRICTLY CONFIDENTIAL ~25 controller take-private transactions since 2018, with Dominion Energy representing the sole utility transaction 1 Selected controller take-private deal premiums since 2018 143% 24 controller take-private transactions completed / since 2018 – only one of which involved a utility Initial offer price of $17.75 represented a 15.3% premium to unaffected price 96% Agreed upon price of $18.44 86% represents a 19.7% premium to Median initial offer 2 unaffected price premium of 26% 64% Median agreed upon 60% 59% premium of 45% 54% 50% 50% 49% 47% 45% 45% 43% 42% 36% 34% 31% 27% Initial offer increased 20% by a median of 13% 15% 15% 12% 2% 2018 2018 2018 2018 2018 2018 20192019 2019 2019 2020 20202020 2020 2020 20202021 2021 2022 2022 20222022 2022 2022 2022 2022 202 2023 3 20232024 2024 Content must not Source: Press releases, public filings 1. Represents take-private transactions made by controllers owning more than 49% of the equity of the company prior to an offer to acquire the publicly traded minority stake; U.S. go below this line targets with TEV exceeding $100 mm; premium represents agreed deal price compared to the unaffected trading price (unaffected trading price represents the closing share price on Confidential | 61 the last trading day prior to the transaction announcement, or the last trading day prior to a leak of the announcement, if applicable); additional detail included in the appendix 2. Unaffected date of 07/31/18 based on day prior to D/DM earnings call in which D management stated evaluation of simplification transaction
STRICTLY CONFIDENTIAL Capitalization table Arizona Capitalization ($ mm, except per share values) March 31, 2024 June 30, 2024 Projected Share Price (15-May-24) ($/sh) $37.55 $37.55 Basic Shares Outstanding (mm) 386.9 386.9 Incremental Dilution from LTIP (mm) 1.2 1.2 1 F.D. Shares Outstanding (mm) 388.1 388.1 F.D Market Cap. ($ mm) $14,575 $14,575 Net Debt as per Management Total Debt ($ mm) $13,193 $12,734 2 Cash and Cash Equivalents ($ mm) ($166) ($36) Total Net Debt ($ mm) $13,027 $12,698 Non-Controlling Interest ($ mm) $1,013 $1,238 Enterprise Value ($ mm) $28,615 $28,511 Content must not go below this line Source: S&P Capital IQ as of 05/15/2024, Management Forecast Confidential | 62 1. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 2. Includes notes receivable (including affiliates)
STRICTLY CONFIDENTIAL Summary management financial projections – Consolidated Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '35E ($ mm, except per share data) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $6,045 $6,534 $6,968 $7,381 $7,781 $8,234 $8,675 $9,116 $9,561 $10,024 $10,445 $10,815 5.4% % Growth n.a. 8.1% 6.6% 5.9% 5.4% 5.8% 5.4% 5.1% 4.9% 4.9% 4.2% 3.5% EBITDA $2,334 $2,723 $2,990 $3,271 $3,530 $3,820 $4,081 $4,348 $4,603 $4,854 $5,084 $5,235 7.6% % Growth n.a. 16.6% 9.8% 9.4% 7.9% 8.2% 6.8% 6.6% 5.9% 5.4% 4.7% 3.0% % of Gross Margin 38.6% 41.7% 42.9% 44.3% 45.4% 46.4% 47.0% 47.7% 48.1% 48.4% 48.7% 48.4% EBITDA Relative Contribtuion Networks 1,899 2,119 2,354 2,633 2,850 3,073 3,297 3,448 3,595 3,741 3,832 3,926 6.8% Networks Contribution % 81.4% 77.8% 78.7% 80.5% 80.7% 80.5% 80.8% 79.3% 78.1% 77.1% 75.4% 75.0% Renewables 443 603 636 639 680 746 784 900 1,009 1,112 1,252 1,308 10.3% Renewables Contribution % 19.0% 22.2% 21.3% 19.5% 19.3% 19.5% 19.2% 20.7% 21.9% 22.9% 24.6% 25.0% Holdings (8) 0 0 0 0 0 0 0 0 0 0 0 N.M. Holdings Contribution % (0.3%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% EBIT $1,090 $1,136 $1,349 $1,279 $1,551 $1,733 $1,778 $1,957 $2,139 $2,304 $2,442 $2,485 7.8% % of Gross Margin 18.0% 17.4% 19.4% 17.3% 19.9% 21.0% 20.5% 21.5% 22.4% 23.0% 23.4% 23.0% Net Income $887 $925 $999 $879 $1,071 $1,191 $1,124 $1,279 $1,484 $1,631 $1,764 $1,881 7.1% % of Gross Margin 14.7% 14.2% 14.3% 11.9% 13.8% 14.5% 13.0% 14.0% 15.5% 16.3% 16.9% 17.4% Adjusted Net Income $887 $959 $1,009 $1,063 $1,148 $1,250 $1,215 $1,347 $1,524 $1,648 $1,764 $1,881 7.1% % of Gross Margin 14.7% 14.7% 14.5% 14.4% 14.8% 15.2% 14.0% 14.8% 15.9% 16.4% 16.9% 17.4% 1 Adj. Earnings Per Share $2.28 $2.47 $2.60 $2.74 $2.96 $3.22 $3.13 $3.47 $3.93 $4.24 $4.54 $4.85 7.1% FFO/Debt (S&P) 12.3% 12.1% 11.9% 11.3% 10.6% 10.5% 10.8% 11.1% 11.4% 11.8% 12.0% 12.3% Consensus estimate long-term EPS growth 2 rate of 6.2% Content must not go below this line Source: Management Forecast Confidential | 63 1. Fully diluted shares outstanding of 388.146 million as of 03/31/2024, Management Forecast does not assume any changes to fully diluted shares outstanding over the forecast period 2. Long-term EPS growth rate based on Wall Street research consensus estimates
STRICTLY CONFIDENTIAL Summary management financial projections – Networks Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '35E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $5,022 $5,248 $5,631 $6,027 $6,359 $6,714 $7,069 $7,347 $7,637 $7,931 $8,168 $8,422 4.8% % Growth 4.5% 7.3% 7.0% 5.5% 5.6% 5.3% 3.9% 3.9% 3.8% 3.0% 3.1% EBITDA $1,899 $2,119 $2,354 $2,633 $2,850 $3,073 $3,297 $3,448 $3,595 $3,741 $3,832 $3,926 6.8% % Growth 11.6% 11.1% 11.9% 8.2% 7.8% 7.3% 4.6% 4.3% 4.1% 2.4% 2.5% % of Gross Margin 37.8% 40.4% 41.8% 43.7% 44.8% 45.8% 46.6% 46.9% 47.1% 47.2% 46.9% 46.6% EBIT $1,126 $1,257 $1,413 $1,604 $1,741 $1,898 $2,025 $2,122 $2,215 $2,303 $2,335 $2,369 7.0% % of Gross Margin 22.4% 24.0% 25.1% 26.6% 27.4% 28.3% 28.7% 28.9% 29.0% 29.0% 28.6% 28.1% Net Income $835 $926 $944 $963 $1,046 $1,134 $1,210 $1,269 $1,310 $1,350 $1,390 $1,427 5.0% % of Gross Margin 16.6% 17.7% 16.8% 16.0% 16.4% 16.9% 17.1% 17.3% 17.2% 17.0% 17.0% 16.9% Content must not go below this line Confidential | 64 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary management financial projections – Renewables Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '35E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $1,029 $1,292 $1,342 $1,360 $1,427 $1,526 $1,612 $1,775 $1,929 $2,100 $2,283 $2,399 8.0% % Growth 25.6% 3.9% 1.3% 5.0% 6.9% 5.6% 10.1% 8.7% 8.8% 8.7% 5.1% EBITDA $443 $603 $636 $639 $680 $746 $784 $900 $1,009 $1,112 $1,252 $1,308 10.3% % Growth 36.1% 5.4% 0.4% 6.5% 9.7% 5.0% 14.9% 12.0% 10.3% 12.5% 4.5% % of Gross Margin 43.1% 46.7% 47.4% 47.0% 47.6% 48.9% 48.6% 50.7% 52.3% 53.0% 54.8% 54.5% EBIT ($20) ($114) ($57) ($317) ($183) ($158) ($240) ($158) ($68) $8 $114 $123 N/A % of Gross Margin (1.9%) (8.8%) (4.3%) (23.3%) (12.8%) (10.3%) (14.9%) (8.9%) (3.5%) 0.4% 5.0% 5.1% Net Income $204 $181 $257 $131 $281 $351 $273 $422 $622 $756 $868 $961 15.1% % of Gross Margin 19.8% 14.0% 19.2% 9.7% 19.7% 23.0% 16.9% 23.8% 32.3% 36.0% 38.0% 40.0% Adjusted Net Income $204 $215 $267 $316 $358 $409 $364 $490 $662 $772 $868 $961 15.1% % of Gross Margin 19.8% 16.6% 19.9% 23.2% 25.1% 26.8% 22.5% 27.6% 34.3% 36.8% 38.0% 40.0% Arizona Management estimates run-rate EBITDA (reflective of capital spend through 2035) of $1,400 mm Content must not go below this line Confidential | 65 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary management financial projections – Corporate Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast '24E - '35E ($ mm) 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E CAGR Gross Margin $227 $264 $280 $292 $304 $318 $332 $347 $362 $378 $394 $411 5.6% % Growth 16.3% 6.2% 4.3% 4.1% 4.4% 4.4% 4.7% 4.4% 4.4% 4.4% 4.3% EBITDA ($8) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 N.M. % Growth (101.6%) (40.8%) (6.2%) 6.4% 14.5% 21.8% 20.0% 12.1% 56.7% 27.3% 30.3% % of Gross Margin (3.5%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.1% 0.1% 0.1% EBIT ($17) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) ($7) (8.0%) % of Gross Margin (7.6%) (2.7%) (2.6%) (2.5%) (2.4%) (2.3%) (2.2%) (2.1%) (2.0%) (1.9%) (1.8%) (1.7%) Net Income ($153) ($182) ($202) ($215) ($256) ($294) ($359) ($412) ($448) ($475) ($495) ($507) 11.5% % of Gross Margin (67.2%) (68.9%) (72.1%) (73.7%) (84.1%) (92.4%) (108.4%) (118.6%) (123.8%) (125.7%) (125.4%) (123.3%) Content must not go below this line Confidential | 66 Source: Management Forecast
STRICTLY CONFIDENTIAL Summary of top shareholders Institutional investors outside of Indiana have an avg. cost basis of $39.94 2,3 Ownership and cost basis by shareholder group Ownership detail (excl. Indiana) Position Ownership Market value Avg. cost basis Shareholder 6 (mm) (%) ($mm) ($ / share) Iberdrola, S.A. 315.7 81.6% $11,853.0 $29.49 1 Qatar Investment Authority 14.4 3.7% 540.6 51.40 Vanguard Group Inc/The 7.6 2.0% 284.5 33.26 5 Atlas Infrastructure Partners 6.9 1.8% 259.1 41.00 BlackRock Inc 6.9 1.8% 258.1 39.50 edge fund Brokerage Clean Energy Transition LLP 2.3 0.6% 87.6 30.22 Mackenzie Financial Corp 2.0 0.5% 76.1 38.10 State Street Corp 1.7 0.4% 63.3 37.03 Sovereign ther nsurance wealth fund Morgan Stanley 1.3 0.3% 50.6 39.02 Two Sigma Investments LP 1.2 0.3% 43.8 32.98 Corp Geode Capital Management LLC 1.1 0.3% 39.8 36.33 Legal & General Group PLC 1.0 0.3% 36.8 37.36 Norges Bank 0.9 0.2% 35.1 33.50 Robeco Schweiz AG 0.9 0.2% 33.0 40.43 Voloridge Investment Management 0.8 0.2% 31.2 34.05 Millennium Management LLC/NY 0.8 0.2% 29.2 33.06 nvestment adviso r Charles Schwab Corp/The 0.7 0.2% 24.7 37.34 JPMorgan Chase & Co 0.7 0.2% 24.4 39.31 GAMCO Investors 0.6 0.2% 23.2 35.81 Squarepoint Ops LLC 0.6 0.2% 22.9 35.26 AQR Capital Management LLC 0.5 0.1% 19.1 40.56 Citadel Advisors LLC 0.4 0.1% 15.2 35.41 Grace Partners (First Trust) 0.4 0.1% 15.0 39.71 Dimensional Fund Advisors LP 0.4 0.1% 14.5 31.69 Accrued Equities Inc 0.4 0.1% 14.5 35.59 Other institutional holders 13.5 3.4% 507.1 36.84 Weighted avg. cost basis Total institutional holders 383.6 99.0% $14,402.3 $31.34 4: (excl. Indiana) $39.94 Insiders 0.3 0.1% $11.4 $34.02 Unknown holders 3.1 0.9% $114.5 NA Median cost basis 4: (excl. Indiana) $36.84 Total 386.9 100.0% $14,528.3 $31.33 Source: Bloomberg, Capital IQ, company filings as of 05/15/2024 1. Ownership position assumed to be unchanged versus initial sale of Arizona common stock to Qatar Investment Auth ow orinty’s ed su wh bo silldyiary, Hyde Member LLC on 5/12/2021 Content must not 2. Excludes holdings by Indiana 3. “Other” includes investors classified by Bloomberg as “Trust”, “Pension”, “Holding Company”, “Endowment”, “Family oOf vefirce nm”e, n“t” , Unclassified”, or “Other” go below this line 4. Represents weighted average cost basis of institutional shareholders, excluding Indiana Confidential | 67 5. Atlas Infrastructure Partners’ average cost basis as per Arizona Management 6. Based on shares outstanding of 386.9 million, per Arizona 10-Q filed on 04/24/2024; excludes incremental dilution from LTIP
STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) solely for the information and assistance iliated of the Unaff Committee (the “Special Committee”) of the Board of Directors of the company coded Arizona (the “Company”) in consi mattde ers ring the referred to in these materials. This presentation is confidential and may not be disclosed (in whole or in part) or utilized for other purposes without the express prior written consent of Moelis. This presentation has been prepared based on information provided by the Company and/or from third party sources. Moelis assumed such information is complete and accurate in all material respects. Moelis has not independently verified such information (or assumed responsibility for the independent verification of such information). To the extent this presentation includes projections, forecasts or other forward-looking statements, Moelis has assumed that such information was reasonably prepared based on the best currently available estimates and judgments of the Company and/or other parties as to the future performance of the Company and/or such other parties. Moelis expresses no views as to the reasonableness of any such projections, forecasts or other forward-looking statements or the assumptions on which they are based. Moelis has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company or any other party. Moelis’ participation in any due diligence review is solely for purposes of dvsup ice po anrtd ing an alits ysia s. This presentation is based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of the date hereof, and Moelis assumes no obligation to update this presentation or correct any information herein. No company or transaction used in this presentation is identical to the Company or any potential transaction. The analyses set forth in this presentation do not purport to be appraisals and such analyses do not reflect Moelis’ views of the prices at which businesses or securities actual d.l yB eca may use be the sol analyses described in these materials (including the information used in such analyses) are inherently subject to uncertainty, Moelis does not assume responsibility if future results are materially different from those forecast. This presentation was designed for use by certain persons familiar with the business of the Company. This presentation is not intended to provide the sole basis for any decision on any transaction or strategic alternative and is not a recommendation with respect to any transaction or strategic alternative. This presentation does not address the Company’s underlying business decision to engage ct in any ion or sttrran ategi sa c alternative or the relative merits of any transaction or strategic alternative as compared to any alternative business strategies or transactions that might be available to the Company. Nothing contained in this presentation should be construed as legal, regulatory, tax or accounting advice. Moelis and its affiliates are engaged globally in a wide range of investment banking and other activities for their own account and otherwise. Moelis and its affiliates may have advised, may seek to advise and may in the future advise companies referred to in this presentation. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this presentation. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Content must not go below this line Confidential | 68
Exhibit (c)(8) Minority Squeeze-Outs of Public Companies Precedents U.S. Transactions Across Industries U.S. Squeeze-Out Precedents Across Industries Basis of Presentation Premium to Unaffected • Time Period: 2019 to present Ownership Stake Initial Final Equity Target Prior to Ann. Sought Offer Offer Value • Precedents across Date Ann. Target Acquirer Industry Nation (%) (%) (%) (%) ($MM) industries from minority Shell Shell squeeze-outs of public Midstream United 2022 Midstream Energy 68.5 31.5 n.a. 9.6 1,963 companies in the U.S. LP Hldg States Partners LP LLC • Equity Value Size: Omega $1,000MM+ Continental United 2022 Acquisition Energy 82.6 17.4 8.5 15.2 4,701 Resources Inc States • Excludes real estate, Inc insurance and financial transactions Phillips 66 Phillips 66 United 2021 Energy 74.3 25.7 n.a. 4.8 2,961 Partners LP Co States • Excludes withdrawn offers Eidos BridgeBio Biotech / United 2020 Therapeutics 60.8 39.2 n.a. 41.1 1,113 Pharma Inc Pharma States Inc Brookfield TerraForm United 2020 Renewable Utilities 61.6 38.4 11.0 17.4 1,440 Power Inc States Partners KYOCERA United 2019 AVX Corp Technology 72.0 28.0 29.7 44.6 1,031 Corp States Mean 70.0 30.0 16.4 22.1 2,201 Median 70.3 29.8 11.0 16.3 1,701 Source: Thomson Reuters, Company Filings, Deal Point Data PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL 1
Exhibit (c)(9) Shareholder Analysis February 2024 PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL
Shareholder Overlap Analysis As of January 30, 2024 Top 30 Shareholders of Arizona Top 30 Shareholders of Indiana • Indiana’s shareholder base owns ~11.7% of Arizona Arizona Indiana Indiana Arizona Current Current Current Current equivalent to ~63.4% of the % of Holdings % of Holdings % of Holdings % of Holdings Institution Style TSO ($MM) TSO ($MM) Institution Style TSO ($MM) TSO ($MM) remaining TSO of Arizona Indiana Strategic 81.5 9,681 - - Queens Strategic 8.5 6,636 3.7 442 Queens Strategic 3.7 442 8.5 6,636 BlackRock Institutional Trust Company, N.A. Index 5.2 4,039 1.0 116 (18.5%) if excluding The Vanguard Group, Inc. Index 2.0 236 2.7 2,134 Norges Bank Investment Management (NBIM) Core Value 3.6 2,787 0.1 9 Indiana's 81.5% stake The Vanguard Group, Inc. Index 2.7 2,134 2.0 236 ATLAS Infrastructure Partners (UK) Ltd n/a 1.6 192 - - BlackRock Institutional Trust Company, N.A. Index 1.0 116 5.2 4,039 BlackRock Advisors (UK) Limited Index 0.9 708 0.0 0 City National Rochdale, LLC Yield 0.8 99 - - MFS Investment Management Core Growth 0.8 656 0.0 0 First Trust Advisors L.P. Index 0.6 74 0.0 11 Fidelity International Core Growth 0.8 654 - - Amundi Asset Management, SAS GARP 0.7 573 0.0 2 Mackenzie Financial Corporation Core Growth 0.5 59 0.1 40 State Street Global Advisors (US) Index 0.4 47 0.2 185 Capital Research Global Investors Growth 0.7 566 - - BlackRock Asset Management Ireland Limited Index 0.3 39 - - Wellington Management Company, LLP Core Value 0.7 559 0.0 4 Robeco Switzerland Ltd. Specialty 0.3 32 - - Pictet Asset Management Ltd. Core Growth 0.6 496 - - Geode Capital Management, L.L.C. Index 0.6 454 0.3 30 Parametric Portfolio Associates LLC Aggressive Growth 0.3 32 0.0 10 Deka Investment GmbH Core Growth 0.5 361 0.0 2 Geode Capital Management, L.L.C. Index 0.3 30 0.6 454 AQR Capital Management, LLC Hedge Fund 0.2 27 0.0 3 BlackRock Investment Management (UK) Ltd. Core Growth 0.5 355 0.1 10 Legal & General Investment Management Ltd. Index 0.2 26 0.1 77 Ninety One UK Limited Core Growth 0.4 280 - - Zimmer Partners, LP Hedge Fund 0.2 23 - - JPMorgan Asset Management U.K. Limited Core Growth 0.3 255 0.0 0 BlackRock Asset Management Deutschland AG Index 0.3 247 - - Gabelli Funds, LLC Core Value 0.2 23 0.0 9 Two Sigma Investments, LP Hedge Fund 0.2 22 - - Amundi Ireland Limited GARP 0.3 246 - - JP Morgan Asset Management GARP 0.2 19 0.2 157 PGGM Vermogensbeheer B.V. GARP 0.3 231 0.0 1 Atlas Funds Management Pty Ltd n/a 0.2 19 - - Nuveen LLC GARP 0.3 219 0.0 5 Charles Schwab Investment Management, Inc. Index 0.3 215 0.1 17 Aperio Group, LLC Index 0.2 19 0.0 0 Squarepoint Capital LLP Hedge Fund 0.1 17 - - Nordea Funds Oy GARP 0.3 215 - - Charles Schwab Investment Management, Inc. Index 0.1 17 0.3 215 DWS International GmbH n/a 0.3 202 - - Voloridge Investment Management, LLC Hedge Fund 0.1 14 - - UBS Asset Management (UK) Ltd. Core Value 0.2 192 0.0 4 Greenchip Financial Corp. n/a 0.1 14 - - Mirova US LLC n/a 0.2 192 - - State Street Global Advisors (US) Index 0.2 185 0.4 47 Goldman Sachs Asset Management, L.P. Core Growth 0.1 13 0.1 67 Accrued Equities, Inc. GARP 0.1 12 0.0 17 Union Investment Privatfonds GmbH Core Growth 0.2 175 - - Dimensional Fund Advisors, L.P. Deep Value 0.1 11 0.1 95 Santander Asset Management Core Growth 0.2 172 - - Mirae Asset Global Investments (USA) LLC Index 0.1 11 0.0 0 Allianz Global Investors GmbH GARP 0.2 172 - - Schroder Investment Management Ltd. (SIM) Core Growth 0.2 170 - - Trillium Asset Management, LLC Core Growth 0.1 10 - - Top 30 Overlapping Shareholders 10.2 1,214 18.2 14,151 Top 30 Overlapping Shareholders 26 .5 20 ,560 7.8 926 Total Overlapping Shareholders 11 .7 1,383 30 .8 23,912 Total Overlapping Shareholders 30 .8 23 ,912 11.7 1,383 Source: Refinitiv Eikon Denotes overlapping holders PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL 2
Subfund Analysis (1)(2) 16 of Top 30 Arizona Subfund Holders Can Also Hold European Stocks Arizona RWE EDP Enel Indiana National Grid Eur. Peers Holds Any Eur. Can Own Index Relevant Mandate Notes US Germany Portugal Italy Spain UK Owned Listed Co. Eur. Stock? Queens 3.72% - - - 8.54% - 1/5 Y Vanguard Total Stock Market Index Total Shares Outstanding 0.64% - - - - - 0/5 N U.S. total market index N Fund ~387MM Shares ATLAS Global Infrastructure Fund 0.63% - - 0.13% - 0.18% 2/5 Y First Trust Value Line Dividend 0.52% - - - - - 0/5 N Excludes companies not listed in the U.S. N Index Fund (3) Vanguard Mid-Cap Index Fund 0.45% - - - - - 0/5 N Targets U.S. companies N Float Mackenzie Greenchip Global Envr 0.33% - 0.33% 0.12% - - 2/5 Y ~18.3% of TSO All Cap Fund iShares Global Clean Energy UCITS 0.32% - 0.71% - 0.25% - 2/5 Y ~71MM Shares ETF RobecoSAM Smart Energy Equities 0.27% - - - - - 0/5 Y Y Vanguard Extended Market Index Universe: S&P TMI Index - must be listed on a U.S. (3) Institutional Investors 0.25% - - - - - 0/5 N N Fund exchange ~17.6% of TSO iShares Global Clean Energy ETF 0.25% - 0.56% - 0.20% - 2/5 Y ~54MM Shares Vanguard Value Index Fund 0.17% - - - - - 0/5 N Represents 100% of the U.S. investable equity market N Vanguard Mid-Cap Value Index 0.16% - - - - - 0/5 N Companies in CRSP U.S. Total Market N Fund (3) Reported Subfunds Atlas Infrastructure Australian 0.15% - - 0.03% - 0.05% 2/5 Y Feeder Fund ~11.2% of TSO Vanguard Utilities Index Fund 0.12% - - - - - 0/5 N Large and mid cap segments of the U.S. equity universe N ~29MM Shares Stichting Pensioenfonds Zorg en 0.12% 0.00% 0.05% 0.06% 0.30% 0.12% 5/5 Y Welzijn ATLAS Infrastructure Australian 0.12% - - 0.04% - 0.04% 2/5 Y (3) Feeder Fd AUD Hedged Class Top 30 Subfunds Universe: Common stocks with a primary listing of the iShares US Infrastructure ETF 0.12% - - - - - 0/5 N N ~9.4% of TSO NYSE, NYSE American or NASDAQ JPM Global Income 0.10% - 0.03% 0.04% 0.07% 0.01% 4/5 Y ~22MM Shares New Alternatives Fund, Inc. 0.10% - 0.01% 0.03% 0.02% - 3/5 Y State Street Russell Small/Mid Cap Investors with 0.10% - - - - - 0/5 Y Y Idx SL Potential SSgA Russell Small/Mid Cap Index 0.09% - - - - - 0/5 Y Y Appetitive SL (3) Fidelity Extended Market Index Subindex of the Dow Jones U.S. Total Stock Market in shares 0.09% - - - - - 0/5 N N Fund Index that excludes components of the S&P 500 ~4.7% of TSO Market performance of companies in the U.S. that have Global X SuperDividend U.S. ETF 0.09% - - - - - 0/5 N N a high dividend yield and low beta ~22MM Shares Vanguard High Dividend Yield Index Derived from the U.S. component of the FTSE Global 0.08% - - - - - 0/5 N N Fund Equity Index Series (GEIS) Statens Pensjonsfond Utland 0.08% - 2.94% 2.16% 3.59% 2.13% 4/5 Y Schwab Fundamental US Small 0.07% - - - - - 0/5 N U.S. focused index N Company Index ETF Index universe is Russell 1000: large-cap segment of the First Trust Utilities Alphadex 0.07% - - - - - 0/5 N N U.S. equity universe AQR Large Cap Defensive Style Pursues a defensive strategy that seeks to provide 0.06% - - - - - 0/5 N N Fund exposure to the U.S. market with lower risk Indosuez Objectif Terre 0.06% - - - - - 0/5 Y Y Indicates ability to hold PATRIZIA Low Carbon Core 0.06% - - - - 0.02% 1/5 Y European stocks and current Infrastructure Fund ownership of Indiana shares Total 9.40% 0.00% 4.62% 2.61% 12.98% 2.55% 4.7% of Arizona shareholders might be willing to accept shares of Indiana as consideration given that they already own shares of Indiana and their ability to hold European stocks Notes: PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL 3 1. Refinitiv Eikon data as of 3Q’23 filings 2. Analysis includes Queens, though at the parent-level rather than subfund level 3. Including Queens stake
(1) Accretion / (Dilution) Analysis at Different Prices Assuming 4.7% of TSO, Equivalent to 25.4% of the Free Float is Paid in Shares Financing Impact Accretion / (Dilution) Paid in % Indiana (2) Deal Size o.w. Equity o.w. Debt 2024PF 2025 2026 (3) Cash / Equity Market Cap $38.0p.s. $2.7Bn $2.0Bn $0.7Bn 0.9% (0.2%) (0.6%) 0.2% Offer Price 75% / 25% $40.0p.s. $2.9Bn $0.7Bn $2.1Bn 1.0% (0.3%) (0.7%) 0.1% Offer Price Impact if Indiana issues new shares for the transaction $38.0p.s. $2.7Bn $2.7Bn n.a. n.a. 0.2% (0.2%) 0.6% Offer Price 100% / 0% $40.0p.s. $2.9Bn $2.9Bn n.a. n.a. 0.1% (0.3%) 0.5% Offer Price Alternatively Indiana Could Buy Stock in the Market for the Deal – Equivalent to 100% Cash Transaction from Accretion / Dilution Perspective Source: Company information and Capital IQ as of January 4, 2024 Notes: 1. Assuming no synergies and no transaction costs; additional debt assumed at 4.81% interest rate cost and 26.5% corporate tax rate per Indiana management. Indiana TSO of 6,239MM based on public company numbers as of January 4, 2024. Exchange rate of $1.096 per euro 2. Assuming 388MM FDSO (Fully Diluted Shares Outstanding) for Arizona based on Q3 TSO of 387MM and including 1.1MM in PSUs (Phantom Shared Units) and RSUs (Restricted Stock Units) nonvested as of December 2022 and 0.4MM in PSUs and RSUs granted and settled between January and July 2023, in each case, based on public company numbers 3. Equivalent to the financing impact paid in equity over Indiana market cap; Assuming 6,239MM shares and new shares issued at €12.0 p.s., closing price as of January 4, 2024 PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL 4
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International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PRELIMINARY DRAFT / HIGHLY CONFIDENTIAL 5
Exhibit (c)(10) Considerations February 2024
Indiana’s Rationale for Acquiring Arizona’s Outstanding Shares • US is a key market for Indiana Transaction Consistent with • Networks and renewables are core to Indiana’s growth strategy Indiana’s Strategy • Transaction further increases exposure to A-rating countries • Market does not ascribe Arizona the same value as its peers (1) - L6M/L12M performance of (7.4%)/(22.3%) vs (2.3)%/(12.3%) of Arizona’s peers and (1.6%)/(4.9%) of UTY Index • Unappealing acquisition currency Unclear Benefits, If Any, of Arizona - Arizona currently trading at 13.8x 2024E P/E vs. peers mean and median of 14.3x Being Listed (2) (2) (1) - Low liquidity of the stock ($30 MM ADTV over last 6 months vs $193 MM ADTV for peers ) • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital needs • Facilitates capital allocation and avoids dividend leakage Transaction will Simplify Indiana’s • Reduces complexities derived from a U.S. listed subsidiary Group Structure • Full integration should unlock operational benefits and enhance the group’s operating and strategic flexibility Transaction • Price expected to be in line with comparable companies trading multiples Consistent with • EPS neutral Indiana’s Financial • Rating neutral (BBB+ / Baa1) Policy Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation 2. Average daily trading volume 2
Arizona’s Rationale for Acquisition • Market does not ascribe a premium valuation to Arizona relative to peers Cash Premium • Cash premium above current share price provides certainty of value to Arizona shareholders • Market expectations that long-term EPS guidance will be reset lower at the upcoming Capital Markets Day Declining EPS • Any reduction in long-term guidance will likely pressure Arizona’s stock price and limit shareholder upside for the next several years • Arizona’s limited public float will likely make future equity raises more difficult Future Capital Needs • There is greater fundraising optionality as a subsidiary of Indiana Integration • Ability to unlock benefits of full integration with the broader Indiana group • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital Dividend Policy needs Governance • Transaction will reduce uncertainty around governance 3
Talking Points for Queens • US is a key market for Indiana Transaction • Networks and renewables are core to Indiana’s growth strategy Consistent with Indiana’s Strategy • Transaction further increases exposure to A-rating countries • Market does not ascribe Arizona the same value as its peers (1) - L6M/L12M performance of (7.4%)/(22.3%) vs (2.3)%/(12.3%) of Arizona’s peers and (1.6%)/(4.9%) of UTY Index • Unappealing acquisition currency Unclear Benefits, If Any, of Arizona - Arizona currently trading at 13.8x 2024E P/E vs. peers mean and median of 14.3x Being Listed (2) (2) (1) - Low liquidity of the stock ($30 MM ADTV over last 6 months vs $193 MM ADTV for peers ) • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital needs • Facilitates capital allocation and avoids dividend leakage Transaction will • Reduces complexities derived from a U.S. listed subsidiary Simplify Indiana’s Group Structure • Full integration should unlock operational benefits and enhance the group’s operating and strategic flexibility Transaction • Price expected to be in line with comparable companies trading multiples Consistent with • EPS neutral Indiana’s Financial • Rating neutral (BBB+ / Baa1) Policy Since Queens’ investment in Indiana, unrealized capital gain for Queens has been €2.9 Bn and Queens has received €2.6 Bn in dividend distribution (metrics include Queen’s investment in both Indiana and Arizona) Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation 2. Average daily trading volume 4
APPENDIX Additional Materials 5
Historical Trading Performance of Arizona Share Price Performance # Date Description (1) Indexed Share Price Performance Since Platinum Acquisition Announcement A A Dec-21 Platinum transaction rejected by NMPRC (%) Jan-22 Appealed to the NMSC B B 140 C C Sep-22 Arizona Analyst Day May-23 NMSC denies remand to NMPRC D D E E Jan-24 Termination of Platinum deal 120 100 B A (6.4%) C (9.1%) 80 D L3M SPP L6M SPP L12M SPP Arizona 1.0% (7.4%) (22.3%) Arizona Peers (2.0%) (2.3%) (12.3%) E (36.6%) 60 UTY (2.9%) (1.6%) (4.9%) 40 Oct-20 Feb-21 Jun-21 Oct-21 Feb-22 Jun-22 Oct-22 Feb-23 Jun-23 Oct-23 Feb-24 (2) Arizona Arizona Peers UTY Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s acquisition of Platinum announced on October 21, 2020 2. Arizona peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation ADDITIONAL MATERIALS 6
Transaction Impacts (1) Assuming No Synergies and No Transaction Costs S&P Moody´s (2) Acquisition Financing Accretion / (Dilution) FFO/ND FFO/ND Indiana 22.1% 22.0% Standalone Indiana BBB+ 17.0% 17-18% Thresholds Premium over Acquisition Debt 2024PF 2025 2026 2024PF 2024PF (3) Share Price $35.0p.s. 9.8% $2.5Bn (0.4%) 1.0% 0.9% 21.0% 21.1% Offer Price $38.0p.s. 19.2% $2.7Bn (0.6%) 0.9% 0.8% 20.9% 21.0% Offer Price $40.0p.s. 25.5% $2.9Bn (0.7%) 0.8% 0.7% 20.8% 21.0% Offer Price $35.0p.s. 9.8% $2.5Bn (0.4%) 0.7% 0.7% 21.0% 21.1% Offer Price $38.0p.s. 19.2% $2.7Bn (0.6%) 0.6% 0.5% 20.9% 21.0% Offer Price $40.0p.s. 25.5% $2.9Bn (0.7%) 0.5% 0.4% 20.8% 21.0% Offer Price Source: Capital IQ as of February 22, 2024, Credit Rating Reports and Company Information Notes: 1. Assuming additional debt at 4.81% interest rate cost and 26.5% corporate tax rate as per Indiana management. Indiana TSO (Total Shares Outstanding) of 6,239MM based on public company numbers. Exchange rate of $1.096 per euro 2. Assuming 388MM FDSO (Fully Diluted Shares Outstanding) for Arizona based on Q4 TSO of 387MM and including 1.5MM in PSUs (Phantom Shared Units) and RSUs (Restricted Stock Units) nonvested as of Dec 2023 and 0.01MM in RSUs granted and settled in January 2024, based on public company numbers 3. Premium over current price of $31.9 p.s. as of 22 February 2024 ADDITIONAL MATERIALS 7 No Power Delay Power Delay
Net Profit and Loss from Queens Investment in Indiana and Arizona Investment in Indiana (March 2011) Investment in Arizona (May 2021) Total Implied Implied # MM # MM (1) (1) (1) % Stake Acq. EUR MM % Stake Acq. EUR MM EUR MM Shares Shares Share Price Share Price Initial Investment 358.8 6.2%€5.63p.s. (2,021) 14.4 3.7% $51.40p.s. (613) (2,634) Change in Number 194.1 2.5%€4.44p.s. (862) 0 0% n.a. 0 (862) (2) of Shares Total Net Investment as of 552.9 8.7%€5.21p.s. (2,883) 14.4 3.7% $51.40p.s. (613) (3,496) February 2024 Collected Dividends Over 2,541 64 2,605 (3) Time Value of Queens’ 552.9 8.7%€10.75p.s. 5,943 14.4 3.7% $31.87p.s. 404 6,348 Current Position Net Profit / (Loss) 5,602 (144) 5,457 Source: Company information, Indiana and Arizona Annual Accounts, and Capital IQ as of February 22, 2024 Notes: 1. Assuming FX spot exchange rate price at the date 2. Change in number of shares over time net of shares acquired, shares sold and shares received from the script dividend policy and based differences on reported number of shares as of December year end from annual accounts for each respective period. Quantification of impact from change in number of shares estimated as: (The variation of numbers of shares for each year) X (volume weighted share price for that period) 3. Based on reported dividend per share for the period multiplied by the average number of shares held by Queens during the yearly period ADDITIONAL MATERIALS 8
Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 9
Exhibit (c)(11) Considerations February 2024
Indiana’s Rationale for Acquiring Arizona’s Outstanding Shares • US is a key market for Indiana Transaction Consistent with • Networks and renewables are core to Indiana’s growth strategy Indiana’s Strategy • Transaction further increases exposure to A-rating countries • Market does not ascribe Arizona the same value as its peers (1) - L6M/L12M performance of (7.4%)/(22.3%) vs (2.3)%/(12.3%) of Arizona’s peers and (1.6%)/(4.9%) of UTY Index • Unappealing acquisition currency Unclear Benefits, If Any, of Arizona - Arizona currently trading at 13.8x 2024E P/E vs. peers mean and median of 14.3x Being Listed (2) (2) (1) - Low liquidity of the stock ($30 MM ADTV over last 6 months vs $193 MM ADTV for peers ) • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital needs • Facilitates capital allocation and avoids dividend leakage Transaction will Simplify Indiana’s • Reduces complexities derived from a U.S. listed subsidiary Group Structure • Full integration should unlock operational benefits and enhance the group’s operating and strategic flexibility Transaction • Price expected to be in line with comparable companies trading multiples Consistent with • Slightly EPS accretive Indiana’s Financial • Rating neutral (BBB+ / Baa1) Policy Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation 2. Average daily trading volume 2
Arizona’s Rationale for Acquisition • Market does not ascribe a premium valuation to Arizona relative to peers Cash Premium • Cash premium above current share price provides certainty of value to Arizona shareholders • Market expectations that long-term EPS guidance will be reset lower at the upcoming Capital Markets Day Declining EPS • Any reduction in long-term guidance will likely pressure Arizona’s stock price and limit shareholder upside for the next several years • Arizona’s limited public float will likely make future equity raises more difficult Future Capital Needs • There is greater fundraising optionality as a subsidiary of Indiana Integration • Ability to unlock benefits of full integration with the broader Indiana group • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital Dividend Policy needs Governance • Transaction will streamline the governance and decision-making process 3
Talking Points for Queens • US is a key market for Indiana Transaction • Networks and renewables are core to Indiana’s growth strategy Consistent with Indiana’s Strategy • Transaction further increases exposure to A-rating countries • Market does not ascribe Arizona the same value as its peers (1) - L6M/L12M performance of (7.4%)/(22.3%) vs (2.3)%/(12.3%) of Arizona’s peers and (1.6%)/(4.9%) of UTY Index • Unappealing acquisition currency Unclear Benefits, If Any, of Arizona - Arizona currently trading at 13.8x 2024E P/E vs. peers mean and median of 14.3x Being Listed (2) (2) (1) - Low liquidity of the stock ($30 MM ADTV over last 6 months vs $193 MM ADTV for peers ) • Arizona’s listed nature demands a dividend policy that might not be underpinned by its growth prospects and capital needs • Facilitates capital allocation and avoids dividend leakage Transaction will • Reduces complexities derived from a U.S. listed subsidiary Simplify Indiana’s Group Structure • Full integration should unlock operational benefits and enhance the group’s operating and strategic flexibility Transaction • Price expected to be in line with comparable companies trading multiples Consistent with • Slightly EPS accretive Indiana’s Financial • Rating neutral (BBB+ / Baa1) Policy Since Queens’ investment in Indiana, unrealized capital gain for Queens has been €2.9 Bn and Queens has received €2.6 Bn in dividend distribution (metrics include Queen’s investment in both Indiana and Arizona) Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation 2. Average daily trading volume 4
APPENDIX Additional Materials 5
Historical Trading Performance of Arizona Share Price Performance # Date Description (1) Indexed Share Price Performance Since Platinum Acquisition Announcement A A Dec-21 Platinum transaction rejected by NMPRC (%) Jan-22 Appealed to the NMSC B B 140 C C Sep-22 Arizona Analyst Day May-23 NMSC denies remand to NMPRC D D E E Jan-24 Termination of Platinum deal 120 100 B A (6.4%) C (9.1%) 80 D L3M SPP L6M SPP L12M SPP Arizona 1.0% (7.4%) (22.3%) Arizona Peers (2.0%) (2.3%) (12.3%) E (36.6%) 60 UTY (2.9%) (1.6%) (4.9%) 40 Oct-20 Feb-21 Jun-21 Oct-21 Feb-22 Jun-22 Oct-22 Feb-23 Jun-23 Oct-23 Feb-24 (2) Arizona Arizona Peers UTY Source: Capital IQ as of February 22, 2024 Notes: 1. Arizona’s acquisition of Platinum announced on October 21, 2020 2. Arizona peers include Exelon Corporation, FirstEnergy, Eversource Energy and PPL Corporation ADDITIONAL MATERIALS 6
Transaction Impacts (1) Assuming No Synergies and No Transaction Costs S&P Moody´s (2) Acquisition Financing Accretion / (Dilution) FFO/ND FFO/ND Indiana Standalone 20.4% 20.6% Indiana BBB+ 17.0% 17-18% Thresholds Premium over Acquisition Debt 2025 2026 2025 2025 (3) Share Price $35.0p.s. 9.8% $2.5Bn 1.0% 0.9% 19.4% 19.6% Offer Price $36.0p.s. 13.0% $2.6Bn 1.0% 0.9% 19.4% 19.6% Offer Price $37.0p.s. 16.1% $2.7Bn 0.9% 0.8% 19.4% 19.5% Offer Price $38.0p.s. 19.2% $2.7Bn 0.9% 0.8% 19.3% 19.5% Offer Price $35.0p.s. 9.8% $2.5Bn 0.7% 0.7% 19.4% 19.6% Offer Price $36.0p.s. 13.0% $2.6Bn 0.7% 0.6% 19.4% 19.6% Offer Price $37.0p.s. 16.1% $2.7Bn 0.6% 0.6% 19.4% 19.5% Offer Price $38.0p.s. 19.2% $2.7Bn 0.6% 0.5% 19.3% 19.5% Offer Price Source: Capital IQ as of February 22, 2024, Credit Rating Reports and Company Information Notes: 1. Assuming additional debt at 4.81% interest rate cost and 26.5% corporate tax rate as per Indiana management. Indiana TSO (Total Shares Outstanding) of 6,239MM based on public company numbers. Exchange rate of $1.096 per euro 2. Assuming 72.6MM shares to be acquired at tender offer out of 388MM FDSO (Fully Diluted Shares Outstanding). Arizona FDSO compounds: 387MM of outstanding shares as of Q4-2023 (of which 315.7MM owned by Indiana), 1.5MM in PSUs (Phantom Shared Units) and RSUs (Restricted Stock Units) nonvested as of Dec 2023 and adjusted for 0.01MM in RSUs granted and settled in January 2024 3. Premium over current price of $31.9 p.s. as of 22 February 2024 ADDITIONAL MATERIALS 7 No Power Delay Power Delay
Net Profit and Loss from Queens Investment in Indiana and Arizona Investment in Indiana (March 2011) Investment in Arizona (May 2021) Total Implied Implied # MM # MM (1) (1) (1) % Stake Acq. EUR MM % Stake Acq. EUR MM EUR MM Shares Shares Share Price Share Price Initial Investment 358.8 6.2%€5.63p.s. (2,021) 14.4 3.7% $51.40p.s. (613) (2,634) Change in Number 194.1 2.5%€4.44p.s. (862) 0 0% n.a. 0 (862) (2) of Shares Total Net Investment as of 552.9 8.7%€5.21p.s. (2,883) 14.4 3.7% $51.40p.s. (613) (3,496) February 2024 Collected Dividends Over 2,541 64 2,605 (3) Time Value of Queens’ 552.9 8.7%€10.75p.s. 5,943 14.4 3.7% $31.87p.s. 404 6,348 Current Position Net Profit / (Loss) 5,602 (144) 5,457 Source: Company information, Indiana and Arizona Annual Accounts, and Capital IQ as of February 22, 2024 Notes: 1. Assuming FX spot exchange rate price at the date 2. Change in number of shares over time net of shares acquired, shares sold and shares received from the script dividend policy and based differences on reported number of shares as of December year end from annual accounts for each respective period. Quantification of impact from change in number of shares estimated as: (The variation of numbers of shares for each year) X (volume weighted share price for that period) 3. Based on reported dividend per share for the period multiplied by the average number of shares held by Queens during the yearly period ADDITIONAL MATERIALS 8
Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 9
Transaction Impacts Assuming No Synergies and No Transaction Costs(1) 1 Notes: Assuming additional debt at 4.81% interest rate cost and 26.5% corporate tax rate as per Indiana management. Indiana TSO (Total Shares Outstanding) of 6,423MM based on public company numbers. Exchange rate of $1.083 per euro Assuming 72.6MM shares to be acquired at tender offer out of 388MM FDSO (Fully Diluted Shares Outstanding). Arizona FDSO compounds: 387MM of outstanding shares as of Q4-2023 (of which 315.7MM owned by Indiana), 1.5MM in PSUs (Phantom Shared Units) and RSUs (Restricted Stock Units) nonvested as of Dec 2023 and adjusted for 0.01MM in RSUs granted and settled in January 2024 Premium over current price of $31.1 p.s. as of 1 March 2024 Source: Capital IQ as of March 1, 2024, Credit Rating Reports and Company Information Indiana BBB+ Thresholds 17-18% 17.0% Indiana Standalone 20.7% 20.6% Accretion / (Dilution)(2) Acquisition Financing Moody´s FFO/ND S&P FFO/ND 2025 2025 Acquisition Debt Premium over Share Price(3) 2026 2025 Repowering Delay $38.0p.s. Offer Price 19.7% 19.5% $2.8Bn 22.1% 0.8% 0.9% $37.0p.s. Offer Price 19.7% 19.5% $2.7Bn 18.9% 0.8% 0.9% $35.0p.s. Offer Price 19.7% 19.6% $2.5Bn 12.4% 0.9% 1.0% No Repowering Delay $38.0p.s. Offer Price 19.7% 19.5% $2.8Bn 22.1% 0.5% 0.6% $37.0p.s. Offer Price 19.7% 19.5% $2.7Bn 18.9% 0.6% 0.6% $35.0p.s. Offer Price 19.7% 19.6% $2.5Bn 12.4% 0.7% 0.7% $36.0p.s. Offer Price 19.7% 19.5% $2.6Bn 15.6% 0.6% 0.7% $36.0p.s. Offer Price 19.7% 19.5% $2.6Bn 15.6% 0.9% 1.0% Exhibit (c)(12)
Exhibit (c)(13) Indiana Has Publicly Stated the Need for a Capital Infusion at Arizona In the absence of doing the transaction, there is downside risk to the share price due to dilution to EPS or a cut to the dividend Source: Indiana Capital Markets & ESG Day Presentation 1
Arizona's Credit Metrics Are Challenged (1) • Moody’s downgrade threshold Moody’s Credit Metrics is CFO pre-W/C / debt <13% CFO Pre-W/C / Debt • Potential for two-notch downgrade if CFO pre-W/C / 14.8% debt falls below 10% • The focus is on Moody’s, as S&P ratings for Arizona are 13.0% tied to those of Indiana 11.7% 11.6% 11.5% 11.1% 10.9% 9.0% 2022A 2023A 2024E 2025E 2026E 2027E 2028E Arizona Projections Provided by Indiana Downgrade Threshold Arizona’s metrics are well below Moody’s downgrade threshold under Arizona’s own plan Source: Arizona Data Room Projections Provided by Arizona, Arizona Projections Provided by Indiana, Data Room Documents, Credit Reports Note: 1. Metric included in Arizona projections provided by Indiana 2
Illustrative Impact of Equity Issuance • Moody's CFO pre-W/C / debt Illustrative Share Price Impact Resulting from Equity Issuance downgrade threshold for (2) 2024 P/E Multiple Illustrative Share Price Premium Implied by Revised Offer Price Arizona is 13.0% vs. 9.0% as (x) ($) (%) of YE 2023 and is projected to be at 11.6% as of YE 2024 based on Arizona projections provided by Indiana 15.5x 29.93 16.1% • In order to reach and maintain 13.0% CFO pre-W/C / debt to remain above the downgrade threshold at Moody’s, Arizona would need to issue $2.45Bn 15.0x 28.96 20.0% (1) of equity from 2024-2028 – Assuming 2024 P/E remains at the unaffected multiple of 14.3x, this would result in an adjusted share price of 14.3x 27.53 26.2% $27.53 Share Price Impact Revised Offer Price ($) 34.75 14.0x 27.03 28.5% Equity Issuance ($Bn) 2.45 Unaffected Share Price ($) 32.08 Discount (%) 5% Discounted Share Price ($) 30.48 Shares Issued (MM) 80 Current Diluted Shares Outstanding (MM) 388 Total Diluted Shares Outstanding (MM) 468 (3) 905 2024 Net Income ($MM) 13.5x 26.07 33.3% 2024 EPS ($/share) 1.93 Unaffected 2024 Multiple (x) 14.3 Adjusted Price ($) 27.53 Premium Implied by Revised Offer Price (%2 ) 6.2% Source: Arizona Data Room Projections Provided by Arizona, Arizona Projections Provided by Indiana, Data Room Documents, Credit Reports, Arizona Filings, Capital IQ Notes: 1. Equity requirement reflects the cumulative need over the five-year period; the need in 2024 would be $1.39Bn 2. Revised offer price of $34.75/share 3. Reflects interest savings from forgone debt issuance 3
Our Revised Offer Price is Consistent with the Median Analyst Price Target Price Target Evolution % Ratings Share Price / Target 100% $45 41.50 41.00 40.00 40.00 39.00 38.50 36.63 40.26 36.44 37.46 37.19 37.46 34.00 34.00 34.00 34.00 34.00 75% 35.37 34.75 34.49 32.41 $30 31.13 31.34 30.75 30.17 29.07 50% $15 25% 0% $0 # of 9 9 9 9 9 9 9 9 10 10 10 9 9 Analysts Buy Recommendation Hold Recommendation Sell Recommendation Share Price Median Price Target Based on Consensus Source: Capital IQ as of April 29, 2024 4
Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. 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Exhibit (c)(14) Discussion Materials May 6, 2024 HIGHLY CONFIDENTIAL
Historical Trading Performance Share Price Performance Indexed Share Price Performance Over Last Twelve Months • Prior to the announcement % of Indiana’s take private bid, Arizona had 115 underperformed its regulated utility peers over the last twelve months March 7, 2024: Arizona announces receipt of take-private proposal from Indiana 100 (3.0%) (4.3%) (9.7%) 85 70 55 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 (1) (2) Arizona Arizona Peers UTY Source: Capital IQ as of May 1, 2024 Notes: 1. Represents the simple median of peers including ED, ES, EXC, FE and PPL 2. Represent the UTY index’s constituents HIGHLY CONFIDENTIAL 2
Summary Financial Forecast Arizona’s Forecast Approved by Indiana – Long-Term Plan (2024 – 2035) Summary Financial Forecast • Arizona Data Room ($MM, Unless Otherwise Indicated) Projections Provided by Arizona represents a Period 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 regular and ordinary update Consolidated performed by management EBITDA 2,334 2,723 2,990 3,271 3,530 3,820 4,081 4,348 4,603 4,854 5,084 5,235 and approved by the Board Adjusted Net Income 887 959 1,009 1,063 1,148 1,250 1,215 1,347 1,524 1,648 1,764 1,881 of Arizona Capex (3,601) (3,077) (3,107) (4,939) (5,201) (5,398) (5,082) (4,307) (4,577) (4,537) (4,233) (3,876) – Projections approved by Unlevered FCF (3,688) (61) (313) (1,620) (1,637) (1,460) (532) 609 754 1,143 1,507 1,921 Indiana Debt 16,465 18,141 19,921 22,718 25,497 28,182 30,062 31,049 32,185 33,090 33,625 33,832 • Financials presented on a EPS ($ per Share) 2.28 2.47 2.60 2.74 2.96 3.22 3.13 3.47 3.93 4.24 4.54 4.85 consolidated basis, as well Networks as for Networks and EBITDA 1,899 2,119 2,354 2,633 2,850 3,073 3,297 3,448 3,595 3,741 3,832 3,926 Renewables segments Adjusted Net Income 835 926 944 963 1,046 1,134 1,210 1,269 1,310 1,350 1,390 1,427 – Financials for Holding Capex (3,061) (2,600) (2,594) (2,488) (2,847) (2,760) (2,535) (2,095) (2,156) (2,213) (2,279) (2,347) and Elimination not Unlevered FCF (2,270) (340) (632) (193) (372) (54) 395 1,037 1,125 1,200 1,204 1,204 shown but incorporated Debt 10,512 11,015 12,943 13,584 14,350 15,009 15,524 15,130 15,348 15,558 15,770 16,050 into consolidated presentation EPS ($ per Share) 2.15 2.39 2.43 2.48 2.69 2.92 3.12 3.27 3.38 3.48 3.58 3.68 Renewables EBITDA 443 603 636 639 680 746 784 900 1,009 1,112 1,252 1,308 Adjusted Net Income 204 215 267 316 358 409 364 490 662 772 868 961 Capex (530) (477) (514) (2,451) (2,354) (2,639) (2,548) (2,212) (2,421) (2,325) (1,953) (1,529) Levered FCF (993) 211 160 558 (1,162) (829) (804) (592) (144) (146) (11) 283 Debt 1,893 2,421 2,437 4,349 4,225 4,481 4,359 4,029 4,181 4,034 3,623 3,153 EPS ($ per Share) 0.53 0.55 0.69 0.81 0.92 1.05 0.94 1.26 1.71 1.99 2.24 2.47 Source: Arizona Data Room Projections Provided by Arizona HIGHLY CONFIDENTIAL 3
Preliminary Financial Analysis Based on Arizona – Long-Term Plan (2024 – 2035) (1) Illustrative Share Price Revised Offer Price: Key Assumptions $34.75 ($/share) • Financial forecast based on Arizona Offer Price: Counteroffer Price: Data Room Projections Provided by $34.25 $38.25 Arizona and diligence completed to date • Transaction date: 12/31/2024 Unlevered Discounted Cash Flow 26.75 41.50 • Period: 11 years (3) Terminal FY+1 P/E Multiple: 13.4x – 15.4x (2) • Net debt balances : SOTP Discounted Cash Flow – Transaction date: $20.3Bn (3) Networks Terminal FY+1 P/E Multiple: 13.4x – 15.4x 33.50 46.25 – Terminus date: $38.8Bn Renewables Terminal Growth Rate: 0.0% – 2.0% • Fully diluted shares outstanding of 388MM (4) Precedents Premiums (4.8% – 44.6%) 33.75 46.50 Unlevered DCF Unaffected Price: $32.08 • Unlevered discounted cash flow analysis based on consolidated (5) 2025E P/E Multiple (12.7x – 16.9x) projections included in Arizona Data 31.50 41.75 Room Projections Provided by Arizona Unadjusted Forecast EPS (2025E): $2.47/share Arizona and the following (5) assumptions: 2026E P/E Multiple (12.1x – 16.1x) (6) Arizona Unadjusted Forecast EPS (2026E): $2.60/share 31.25 – WACC: 6.0% - 7.1% 41.75 Reference Only SOTP DCF • Discounted cash flow analysis based on segment-level projections included 52 Week High / Low 27.50 41.25 in Arizona Data Room Projections Provided by Arizona and the following assumptions: Discounted Analyst Price Targets – Unlevered DCF for Networks 8 analyst price targets discounted ½ year at 9.7% – Levered DCF for Renewables – WACC $20.00 $30.00 $40.00 $50.00 Equity Value ($MM) 7,763 11,644 15,526 19,407 o Networks: 5.1% - 5.9% 2025E P/E (x) (2025E EPS: $2.47) 8.1x 12.1x 16.2x 20.2x – Cost of Equity: Discounted Analyst Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings, Thomson Reuters o Renewables: 10.2% - 12.2% (7) Notes: Price Targets 1. Values rounded to $0.25 5. Based on Network peers (ED, ES, EXC, FE and PPL) 2. Net debt includes minority interest 6. Consolidated financial analysis based on cost of equity and WACC for Arizona 3. Reflects +/- 1.0x from the peer median due to width of range 7. Analyst price targets (Morningstar, JP Morgan, Janney Montgomery, Wells Fargo, Siebert 4. Based on final offer premium from U.S. precedents across industries from minority squeeze- Williams, Wachovia Securities, Equisights and Wolfe) discounted by half of a period at 9.7%, outs of public companies from 2019 to present with an equity value of $1Bn+ (excludes real median of these brokers differs from the median analyst price target pull from CapIQ due to estate, insurance and financial transactions and withdrawn offers) slightly different set of brokers based on equity research available HIGHLY CONFIDENTIAL 4 Analyst 52 Week Trading Precedent Discounted Cash Flow Price High / Low Comparables Transactions Analyses Targets
APPENDIX Supplementary Financial Analysis HIGHLY CONFIDENTIAL 5
Unlevered Discounted Free Cash Flow Analysis Consolidated Unlevered Discounted Free Cash Flow Analysis Key Assumptions ($MM, unless otherwise noted) • Analysis based on Arizona Data Room Projections P/E Multiple (x) 13.4x 14.4x 15.4x Provided by Arizona and WACC (%) 7.1% 6.6% 6.0% 7.1% 6.6% 6.0% 7.1% 6.6% 6.0% approved by Indiana Present Value of: • Transaction date: 12/31/2024 • Unlevered discounted cash (+) Unlevered Free Cash Flow ('25-'29) (4,068) (4,134) (4,201) (4,068) (4,134) (4,201) (4,068) (4,134) (4,201) flow analysis (+) Unlevered Free Cash Flow ('30-'35) 2,840 2,974 3,115 2,840 2,974 3,115 2,840 2,974 3,115 – Arizona valued at the (1) 31,929 33,614 35,398 32,900 34,637 36,475 33,872 35,660 37,552 (+) Terminal Aggregate Value consolidated level Aggregate Value 30,700 32,454 34,312 31,672 33,477 35,389 32,644 34,501 36,467 • Net debt balance at (2) transaction date: $20.3Bn (2) 20,330 20,330 20,330 20,330 20,330 20,330 20,330 20,330 20,330 (-) Net Debt (12/31/2024) • Consolidated financial Equity Value 10,370 12,124 13,982 11,342 13,147 15,059 12,314 14,170 16,136 analysis using utility peers Shares Outstanding 388 388 388 388 388 388 388 388 388 as the best proxy for the consolidated business Share Price ($) $26.72 $31.24 $36.02 $29.22 $33.87 $38.80 $31.72 $36.51 $41.57 – WACC: 6.0% – 7.1% Implied Metrics: – Terminal value: (3) (17%) (3%) 12% (9%) 6% 21% (1%) 14% 30% Premium to Unaffected Price o FY+1 P/E: 13.4x – 15.4x (4) 10.8x 12.6x 14.6x 11.8x 13.7x 15.7x 12.8x 14.8x 16.8x FY+1 Price / Earnings Terminal Value Analysis: % Value in Cash Flows ('25-'29) (13%) (13%) (12%) (13%) (12%) (12%) (12%) (12%) (12%) % Value in Cash Flows ('30-'35) 9% 9% 9% 9% 9% 9% 9% 9% 9% % Value in Terminus 104% 104% 103% 104% 103% 103% 104% 103% 103% Terminal Perpetuity Growth Rate 2.3% 1.8% 1.3% 2.4% 1.9% 1.4% 2.6% 2.1% 1.6% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Notes: 1. Calculated using a net debt balance of $38.8Bn (including minority interest) at the exit 3. Unaffected price of $32.08/share as of March 6, 2024 (12/31/2035) 4. FY+1 EPS of $2.47/share 2. Net debt includes minority interest HIGHLY CONFIDENTIAL 6
Sum-of-the-Parts Analysis Networks Key Assumptions Networks Unlevered Discounted Free Cash Flow Analysis • Analysis based on Arizona Data ($MM, Unless Otherwise Noted) Room Projections Provided by P/E Multiple (x) 13.4x 14.4x 15.4x Arizona and approved by Indiana WACC (%) 5.9% 5.5% 5.1% 5.9% 5.5% 5.1% 5.9% 5.5% 5.1% • Transaction date: 12/31/2024 Present Value of: • Discounted cash flow analysis – Arizona valued at the (+) Unlevered Free Cash Flow ('25-'29) (1,561) (1,574) (1,586) (1,561) (1,574) (1,586) (1,561) (1,574) (1,586) segment level (+) Unlevered Free Cash Flow ('30-'35) 3,605 3,721 3,841 3,605 3,721 3,841 3,605 3,721 3,841 – Unlevered DCF for Networks – Levered DCF for Renewables (+) Terminal Aggregate Value 21,912 22,805 23,738 22,542 23,460 24,420 23,171 24,116 25,102 • Net debt balance at transaction Aggregate Value 23,956 24,952 25,993 24,585 25,607 26,675 25,215 26,263 27,357 date: (1) (1) – $13.0Bn for Networks 12,961 12,961 12,961 12,961 12,961 12,961 12,961 12,961 12,961 (-) Net Debt (12/31/2024) (1) – $7.4Bn for Renewables Equity Value 10,994 11,991 13,032 11,624 12,646 13,714 12,253 13,301 14,396 • For the purposes of the sum-of- the-parts analysis, Morgan Shares Outstanding 388 388 388 388 388 388 388 388 388 Stanley allocated the Holding Share Price ($) $28.33 $30.89 $33.57 $29.95 $32.58 $35.33 $31.57 $34.27 $37.09 and Elimination financials to the Networks and Renewables Implied Metrics: segments (2) 13.5x 14.7x 15.9x 14.2x 15.5x 16.8x 15.0x 16.3x 17.6x FY+1 Price / Earnings – Allocation assumes that the Networks and Renewables Terminal Value Analysis: segments would be capitalized at a ratio % Value in Cash Flows ('25-'29) (7%) (6%) (6%) (6%) (6%) (6%) (6%) (6%) (6%) (3) approximating that of peers – Results in ~60% of the debt % Value in Cash Flows ('30-'35) 15% 15% 15% 15% 15% 14% 14% 14% 14% allocated to Networks and % Value in Terminus 91% 91% 91% 92% 92% 92% 92% 92% 92% ~40% of the debt allocated to Renewables Terminal Perpetuity Growth Rate 0.9% 0.5% 0.2% 1.0% 0.7% 0.3% 1.2% 0.8% 0.4% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Notes: 1. Net debt includes minority interest 2. FY+1 EPS of $2.11/share 3. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL 7
Sum-of-the-Parts Analysis (Cont’d) Renewables Key Assumptions Renewables Levered Discounted Free Cash Flow Analysis • Analysis based on Arizona Data ($MM, Unless Otherwise Noted) Room Projections Provided by Terminal Perpetuity Growth Rate (%) 0.0% 1.0% 2.0% Arizona and approved by Indiana Cost of Equity (%) 12.2% 11.2% 10.2% 12.2% 11.2% 10.2% 12.2% 11.2% 10.2% • Transaction date: 12/31/2024 Present Value of: • Discounted cash flow analysis – Arizona valued at the (+) Levered Free Cash Flow ('25-'29) 327 322 317 327 322 317 327 322 317 segment level (+) Levered Free Cash Flow ('30-'35) ( 220) (229) (237) (220) (229) (237) (220) (229) (237) – Unlevered DCF for Networks (+) Terminal Equity Value 1,882 2,252 2,720 2,071 2,499 3,047 2,297 2,799 3,454 – Levered DCF for Renewables • Net debt balance at transaction Equity Value 1,988 2,346 2,799 2,178 2,592 3,126 2,404 2,892 3,534 date: (1) (1) 7,365 7,365 7,365 7,365 7,365 7,365 7,365 7,365 7,365 (+) Net Debt (12/31/2024) – $13.0Bn for Networks (1) – $7.4Bn for Renewables Aggregate Value 9,353 9,710 10,164 9,542 9,957 10,491 9,768 10,257 10,898 • For the purposes of the sum-of- Shares Outstanding 388 388 388 388 388 388 388 388 388 the-parts analysis, Morgan Stanley allocated the Holding Share Price ($) $5.12 $6.04 $7.21 $5.61 $6.68 $8.05 $6.19 $7.45 $9.10 and Elimination financials to the Networks and Renewables Terminal Value Analysis: segments % Value in Cash Flows ('25-'29) 16% 14% 11% 15% 12% 10% 14% 11% 9% – Allocation assumes that the Networks and Renewables % Value in Cash Flows ('30-'35) (11%) (10%) (8%) (10%) (9%) (8%) (9%) (8%) (7%) segments would be capitalized at a ratio % Value in Terminus 95% 96% 97% 95% 96% 97% 96% 97% 98% (2) approximating that of peers Terminal AV / EBITDA 9.7x 10.3x 11.1x 10.0x 10.7x 11.6x 10.4x 11.2x 12.2x – Results in ~60% of the debt allocated to Networks and ~40% of the debt allocated to Renewables Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Notes: 1. Net debt includes minority interest 2. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL 8
Sum-of-the-Parts Analysis (Cont’d) Summary Key Assumptions Summary Sum-of-the-Parts Analysis ($MM, Unless Otherwise Noted) • Analysis based on Arizona Data Room Projections Provided by Low Mid High Arizona and approved by Present Value of: Indiana • Transaction date: 12/31/2024 (+) Networks Equity Value 10,994 11,991 13,032 11,624 12,646 13,714 12,253 13,301 14,396 • Discounted cash flow analysis (+) Renewables Equity Value 1,988 2,346 2,799 2,178 2,592 3,126 2,404 2,892 3,534 – Arizona valued at the Equity Value 12,983 14,337 15,831 13,801 15,238 16,840 14,657 16,193 17,929 segment level Shares Outstanding 388 388 388 388 388 388 388 388 388 – Unlevered DCF for Networks – Levered DCF for Renewables Share Price ($) $33.45 $36.94 $40.79 $35.56 $39.26 $43.39 $37.76 $41.72 $46.19 • For the purposes of the sum-of- Implied Metrics: the-parts analysis, Morgan (1) Stanley allocated the Holding 4% 15% 27% 11% 22% 35% 18% 30% 44% Premium to Unaffected Price and Elimination financials to the (2) FY+1 Price / Earnings 13.5x 14.9x 16.5x 14.4x 15.9x 17.6x 15.3x 16.9x 18.7x Networks and Renewables segments Terminal Value Analysis: – Allocation assumes that the Networks and Renewables % Value in Cash Flows ('25-'29) (3%) (3%) (3%) (3%) (3%) (3%) (3%) (3%) (3%) segments would be % Value in Cash Flows ('30-'35) 11% 11% 11% 11% 11% 10% 10% 10% 10% capitalized at a ratio (3) approximating that of peers % Value in Terminus 92% 92% 92% 92% 92% 93% 92% 93% 93% – Results in ~60% of the debt allocated to Networks and ~40% of the debt allocated to Renewables Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Notes: 1. Unaffected price of $32.08/share as of March 6, 2024 2. FY+1 EPS of $2.47/share 3. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL 9
Peer Benchmarking Peer Trading Comparable Figures – Networks and Consolidated Comparable Companies Analysis As of May 1, 2024 Price Unaffected Current LTM LTM Market Aggregate Price / Earnings (1) Value 3/6/2024 5/1/2024 High Low Value 2025 2026 Company Name % % $MM $MM x x Arizona n.a. 36.65 88.9 133.5 14,226 28,052 15.3 15.1 (2) 32.08 n.a. 77.8 116.8 12,454 25,347 13.2 12.7 Arizona Unaffected ConEdison 89.85 94.80 94.4 117.8 32,867 56,145 16.9 16.1 Exelon 36.67 37.84 86.9 113.5 37,879 81,442 14.4 13.7 FirstEnergy 37.46 38.70 95.7 120.3 22,337 46,771 13.4 12.6 Eversource 58.50 61.62 79.0 118.4 21,630 48,172 12.7 12.1 PPL 26.85 28.00 96.8 126.1 20,757 36,526 15.4 14.3 Peer Median 94.4 118.4 22,337 48,172 14.4 13.7 Source: Capital IQ as of May 1, 2024 Notes: 1. Aggregate Value = Market Value + Long-term Debt + Short-term Debt + Leases + Preferred Stock + Minority Interest – Cash 2. As of March 6, 2024 HIGHLY CONFIDENTIAL 10
Peer Benchmarking (Cont’d) Peer Trading Comparable Figures – Renewables Comparable Companies Analysis As of May 1, 2024 Price Unaffected Current LTM LTM Market Aggregate AV / EBITDA (1) 3/6/2024 5/1/2024 High Low Value Value 2025 Company Name % % $MM $MM x Arizona n.a. 36.65 88.9 133.5 14,226 28,052 10.4 (2) Arizona Unaffected 32.08 n.a. 77.8 116.8 12,454 25,347 9.8 Ørsted 54.98 54.63 56.1 153.8 22,974 34,560 8.1 Brookfield Renewable Partners 22.89 23.41 73.0 117.4 15,123 30,552 12.2 EDPR 14.77 13.53 61.5 108.1 13,855 23,308 9.7 Northland 16.99 15.53 64.6 110.4 3,977 9,405 10.1 Boralex 21.86 21.02 72.3 113.9 2,160 4,833 9.3 Innergex 6.25 5.97 57.1 116.6 1,227 6,265 10.2 Peer Median 63.1 115.2 8,916 16,357 9.9 Source: Capital IQ as of May 1, 2024 Notes: 1. Aggregate Value = Market Value + Long-term Debt + Short-term Debt + Leases + Preferred Stock + Minority Interest – Cash 2. As of March 6, 2024 HIGHLY CONFIDENTIAL 11
Relevant Precedent Transactions Minority Squeeze-Outs of Public Companies Precedents (U.S. Transactions Across Industries) U.S. Squeeze-Out Precedents Across Industries Basis of Presentation Unaffected • Time Period: 2019 to Ownership Final Prior to Ann. Stake Sought Offer Equity Value present Date Ann. Target Acquirer Industry Target Nation (%) (%) (%) ($MM) • Precedents across 2022 Shell Midstream Partners LP Shell Midstream LP Hldg LLC Energy United States 68.5 31.5 9.6 1,963 industries from minority squeeze-outs of public companies in the U.S. • Equity Value Size: 2022 Continental Resources Inc Omega Acquisition Inc Energy United States 82.6 17.4 15.2 4,701 $1,000MM+ • Excludes real estate, insurance and financial 2021 Phillips 66 Partners LP Phillips 66 Co Energy United States 74.3 25.7 4.8 2,961 transactions • Excludes withdrawn offers 2020 Eidos Therapeutics Inc BridgeBio Pharma Inc Biotech/Pharma United States 60.8 39.2 41.1 1,113 2020 TerraForm Power Inc Brookfield Renewable Partners Utilities United States 61.6 38.4 17.4 1,440 2019 AVX Corp KYOCERA Corp Technology United States 72.0 28.0 44.6 1,031 Source: Thomson Reuters, Company Filings, Deal Point Data HIGHLY CONFIDENTIAL 12
Cost of Capital Analysis Consolidated WACC Analysis Assumption Notes Low Base High Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.6% 4.6% 4.6% Levered Beta Based on Arizona's Levered Beta 0.85 0.85 0.85 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 8.7% 9.7% 10.7% Cost of Debt (Pre-Tax) Blended Rate Based on Arizona's Most Recent Financial Statements 3.9% 3.9% 3.9% (1) Tax Rate 21.0% 21.0% 21.0% Corporate Tax Rate Cost of Debt (Post-Tax) 3.0% 3.0% 3.0% Debt / Total Capitalization Based on Capitalization for Arizona 47.7% 47.7% 47.7% WACC 6.0% 6.6% 7.1% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Note: 1. Based on statutory federal corporate tax rate HIGHLY CONFIDENTIAL 13
Cost of Capital Analysis (Cont’d) Networks WACC Analysis • Capitalization reflects allocation of Holding and Assumption Notes Low Base High Elimination Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.6% 4.6% 4.6% Unlevered Beta Based on Median Peer Unlevered Beta 0.35 0.35 0.35 Levered Beta Re-levered at Arizona Networks Segment's Capitalization 0.76 0.76 0.76 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 8.2% 9.2% 10.2% Cost of Debt (Pre-Tax) Blended Rate Based on Arizona's Most Recent Financial Statements 3.9% 3.9% 3.9% (1) Tax Rate Corporate Tax Rate 21.0% 21.0% 21.0% Cost of Debt (Post-Tax) 3.0% 3.0% 3.0% (2) Debt / Total Capitalization Based on Arizona Networks Segment's Capitalization 59.8% 59.8% 59.8% WACC 5.1% 5.5% 5.9% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Peer Capitalization Company Levered Beta Unlevered Beta Debt to Cap. Levered Beta Calculation Peers ConEdison 0.51 0.32 42.7% Levered Beta Calculation Exelon 0.67 0.35 53.7% Median Peer Unlevered Beta 0.35 FirstEnergy 0.61 0.33 51.9% (2) (2) 59.8% Networks Segment's Capitalization Eversource 0.89 0.45 54.9% Arizona Assumed Tax Rate 21.0% PPL 0.60 0.37 43.6% Arizona Networks Levered Beta 0.76 Median 0.61 0.35 51.9% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Notes: 1. Based on statutory federal corporate tax rate 2. Reflects assumed allocation of ~60% of Holdings debt to Networks and ~40% to Renewables HIGHLY CONFIDENTIAL 14
Cost of Capital Analysis (Cont’d) Renewables Cost of Equity Analysis • Capitalization reflects allocation of Holding and Assumption Notes Low Base High Elimination Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.6% 4.6% 4.6% Unlevered Beta Based on Median Peer Unlevered Beta 0.46 0.46 0.46 Levered Beta Re-levered at Arizona Renewables Segment's Capitalization 1.09 1.09 1.09 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 10.2% 11.2% 12.2% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Peer Capitalization Company Levered Beta Unlevered Beta Debt to Cap. Levered Beta Calculation Peers Orsted 0.98 0.61 43.6% Levered Beta Calculation Brookfield Renewable Partners 0.91 0.49 51.9% Median Peers Unlevered Beta 0.46 EDPR 1.17 0.76 39.9% Renewables Segment's 63.1% (1) Northland 0.81 0.38 58.9% Capitalization Boralex 0.87 0.43 55.9% Arizona Assumed Tax Rate 21.0% Innergex 0.89 0.21 80.5% Arizona Renewables Levered Beta 1.09 Median 0.90 0.46 53.9% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 1, 2024, Company Filings Note: 1. Reflects assumed allocation of ~60% of Holdings debt to Networks and ~40% to Renewables HIGHLY CONFIDENTIAL 15
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International plc, Morgan Stanley Securities Limited, Morgan Stanley Europe SE, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. HIGHLY CONFIDENTIAL 16
Exhibit (c)(15) Financial Analysis May 2024
Financial Analysis of Assumed Transaction Price Accretion / (Dilution) Analysis • At an assumed transaction (1) Assuming No Synergies and No Transaction Costs price of $35.75 per share, the implied P/E is 14.5x Accretion / (Dilution) and 13.8x for 2025 and (2) 2026, respectively • Assumed transaction price Assumed Premium Over Unaffected Implied Deal Size represents an 11.4% Transaction 2025 2026 Share Price ($Bn) Price premium to the unaffected price compared to precedent mean and median premiums of 22.1% (4) $35.75/share 11.4% $2.6Bn 1.0% 0.9% (3) and 16.3%, respectively Relevant Precedent Transactions Premia (3) Minority Squeeze-Outs of Public Companies Precedents (U.S. Transactions Across Industries) Premium to Unaffected Equity Value ($Bn) Initial Offer (%) Final Offer (%) Arizona / Indiana (4) (4) 6.8% 11.4% $2.6Bn Transaction Precedent Mean 16.4% 22.1% $2.2Bn Precedent Median 11.0% 16.3% $1.7Bn Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Indiana Company Materials, Company Filings, Thomson Reuters, Deal Point Data Notes: Projections Provided by Arizona 1. Assuming no synergies and no transaction costs. Additional debt assumed at 4.81% interest 3. Based on premium from U.S. precedents across industries from minority squeeze-outs of rate cost and 26.5% corporate tax rate per Indiana management. Exchange rate of $1.078 public companies from 2019 to present with an equity value of $1Bn+ (excludes real estate, per euro insurance and financial transactions and withdrawn offers) 2. Based on 2025 EPS of $2.47/share and 2026 EPS of $2.60/share per Arizona Data Room 4. Based on unaffected price of $32.08/share as of March 6, 2024 2
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Exhibit (c)(16) Discussion Materials Project Lean May 16, 2024 HIGHLY CONFIDENTIAL
Transaction Terms Project Lean Key Deal Terms • $35.75 per share in cash for each share of publicly traded Arizona common stock (i.e., excludes Merger Consideration 81.6% owned by Indiana) • Premium of 11.4% to Arizona’s unaffected share price of $32.08 as of March 6, 2024 : • P/E Multiples Paid Arizona Data Room Projections Refinitiv Consensus (1)(2) (3) Provided by Arizona Estimates Multiple / Premiums Paid: 2025E P/E 14.5x 15.0x Multiple 2026E P/E 13.8x 14.7x Multiple • Regulatory approvals including FERC, Maine Public Utilities Commission and New York Public Expected Approvals Service Commission • Approval of the shareholders as defined in the merger agreement • May [17] – Signing and Announcement Proposed Timing • 12-15 months – Closing Source: Arizona Data Room Projections Provided by Arizona, Capital IQ as of May 13, 2024, Draft Merger Agreement Dated as of May 15, 2024 Notes: 1. Projections for Arizona have been prepared by Arizona management (“Arizona Data Room Projections Provided by Arizona”) and submitted to Indiana as part of long-term financial planning and due diligence 2. Based on EPS per Arizona Data Room Projections Provided by Arizona of $2.47/share and $2.60/share for 2025E and 2026E, respectively 3. Based on EPS per Refinitiv consensus estimates of $2.39/share and $2.43/share for 2025E and 2026E, respectively HIGHLY CONFIDENTIAL PROJECT LEAN 2
Historical Trading Performance Share Price Performance Indexed Share Price Performance Over Last Twelve Months • Prior to the announcement % of Indiana’s take private bid, Arizona had 115 underperformed its regulated utility peers over the last twelve months March 7, 2024: Arizona announces receipt of take-private 2.7% proposal from Indiana 100 (1.9%) (9.1%) 85 70 55 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 (1) (2) Arizona Arizona Peers UTY Source: Capital IQ as of May 13, 2024 Notes: 1. Represents the simple median of peers including ED, ES, EXC, FE and PPL 2. Represent the UTY index’s constituents HIGHLY CONFIDENTIAL PROJECT LEAN 3
Summary Financial Forecast Arizona’s Forecast Approved by Indiana – Long-Term Plan (2024 – 2035) Summary Financial Forecast • Arizona Data Room ($MM, Unless Otherwise Indicated) Projections Provided by Arizona represents a Period 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 regular and ordinary update Consolidated performed by management EBITDA 2,334 2,723 2,990 3,271 3,530 3,820 4,081 4,348 4,603 4,854 5,084 5,235 and approved by the Board Adjusted Net Income 887 959 1,009 1,063 1,148 1,250 1,215 1,347 1,524 1,648 1,764 1,881 of Arizona Capex (3,601) (3,077) (3,107) (4,939) (5,201) (5,398) (5,082) (4,307) (4,577) (4,537) (4,233) (3,876) – Projections approved by Unlevered FCF (3,688) (61) (313) (1,620) (1,637) (1,460) (532) 609 754 1,143 1,507 1,921 Indiana Debt 16,465 18,141 19,921 22,718 25,497 28,182 30,062 31,049 32,185 33,090 33,625 33,832 • Financials presented on a EPS ($ per Share) 2.28 2.47 2.60 2.74 2.96 3.22 3.13 3.47 3.93 4.24 4.54 4.85 consolidated basis, as well Networks as for Networks and EBITDA 1,899 2,119 2,354 2,633 2,850 3,073 3,297 3,448 3,595 3,741 3,832 3,926 Renewables segments Adjusted Net Income 835 926 944 963 1,046 1,134 1,210 1,269 1,310 1,350 1,390 1,427 – Financials for Holding Capex (3,061) (2,600) (2,594) (2,488) (2,847) (2,760) (2,535) (2,095) (2,156) (2,213) (2,279) (2,347) and Elimination not Unlevered FCF (2,270) (340) (632) (193) (372) (54) 395 1,037 1,125 1,200 1,204 1,204 shown but incorporated Debt 10,512 11,015 12,943 13,584 14,350 15,009 15,524 15,130 15,348 15,558 15,770 16,050 into consolidated presentation EPS ($ per Share) 2.15 2.39 2.43 2.48 2.69 2.92 3.12 3.27 3.38 3.48 3.58 3.68 Renewables EBITDA 443 603 636 639 680 746 784 900 1,009 1,112 1,252 1,308 Adjusted Net Income 204 215 267 316 358 409 364 490 662 772 868 961 Capex (530) (477) (514) (2,451) (2,354) (2,639) (2,548) (2,212) (2,421) (2,325) (1,953) (1,529) Levered FCF (993) 211 160 558 (1,162) (829) (804) (592) (144) (146) (11) 283 Debt 1,893 2,421 2,437 4,349 4,225 4,481 4,359 4,029 4,181 4,034 3,623 3,153 EPS ($ per Share) 0.53 0.55 0.69 0.81 0.92 1.05 0.94 1.26 1.71 1.99 2.24 2.47 Source: Arizona Data Room Projections Provided by Arizona HIGHLY CONFIDENTIAL PROJECT LEAN 4
Preliminary Financial Analysis Based on Arizona – Long-Term Plan (2024 – 2035) (1) Illustrative Share Price Key Assumptions ($/share) • Financial forecast based on Arizona Agreed Price: Data Room Projections Provided by $35.75 Arizona and diligence completed to date • Transaction date: 12/31/2024 Unlevered Discounted Cash Flow 27.50 42.50 • Period: 11 years (3)(4) Terminal FY+1 P/E Multiple: 13.6x – 15.6x (2) • Net debt balances : SOTP Discounted Cash Flow – Transaction date: $20.3Bn (3)(5) Networks Terminal FY+1 P/E Multiple: 13.6x – 15.6x 34.00 46.75 (6) – Terminus date: $38.8Bn Renewables Terminal Growth Rate: 0.0% – 2.0% • Fully diluted shares outstanding of 388MM as of March 31, 2024 (7) Precedents Premiums (4.8% – 44.6%) 46.50 33.75 Unlevered DCF Unaffected Price: $32.08 • Unlevered discounted cash flow analysis based on consolidated (8) 2025E P/E Multiple (12.7x – 17.4x) projections included in Arizona Data 43.00 31.25 Room Projections Provided by Arizona Unadjusted Forecast EPS (2025E): $2.47/share Arizona and the following (8) assumptions: 2026E P/E Multiple (12.0x – 16.5x) (9) Arizona Unadjusted Forecast EPS (2026E): $2.60/share 31.25 – WACC: 6.0% - 7.0% 43.00 Reference Only SOTP DCF • Discounted cash flow analysis based on segment-level projections included 52 Week High / Low 27.50 41.25 in Arizona Data Room Projections Provided by Arizona and the following assumptions: Discounted Analyst Price Targets – Unlevered DCF for Networks 9 analyst price targets discounted ½ year at 9.6% – Levered DCF for Renewables – WACC $20.00 $30.00 $40.00 $50.00 Equity Value ($MM) 7,763 11,644 15,526 19,407 o Networks: 5.0% - 5.8% 2025E P/E (x) (2025E EPS: $2.47) 8.1x 12.1x 16.2x 20.2x – Cost of Equity: Discounted Analyst Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings, Thomson Reuters (10) o Renewables: 10.3% - 12.3% Price Targets Notes: $1,152MM Arizona 1. Values rounded to $0.25 6. Terminal value calculated using FY+1 run rate free cash flow of $764MM 10. Analyst price targets (Morningstar, JP Morgan, Janney Montgomery, 2. Net debt includes minority interest 7. Based on final offer premium from U.S. precedents across industries from Wells Fargo, Siebert Williams, Wachovia Securities, Equisights, Wolfe 3. Reflects +/- 1.0x from the peer median due to width of range minority squeeze-outs of public companies from 2019 to present with an and Analyst (undisclosed name)) discounted by half of a period at 9.6%, 4. Terminal value calculated using a net debt balance of $38.8Bn (including equity value of $1Bn+ (excludes real estate, insurance and financial median of these brokers differs from the median analyst price target pull minority interest) at the exit (12/31/2035) and FY+1 run rate adjusted net transactions and withdrawn offers) from CapIQ due to slightly different set of brokers based on equity income of $1,992MM 8. Based on Network peers (ED, ES, EXC, FE and PPL) research available 5. Terminal value calculated using FY+1 run rate adjusted net income of 9. Consolidated financial analysis based on cost of equity and WACC for HIGHLY CONFIDENTIAL PROJECT LEAN 5 Analyst 52 Week Trading Precedent Discounted Cash Flow Price High / Low Comparables Transactions Analyses Targets
APPENDIX Supplementary Financial Analysis HIGHLY CONFIDENTIAL 6
Unlevered Discounted Free Cash Flow Analysis Consolidated Unlevered Discounted Free Cash Flow Analysis Key Assumptions ($MM, unless otherwise noted) • Analysis based on Arizona Data Room Projections P/E Multiple (x) 13.6x 14.6x 15.6x Provided by Arizona and WACC (%) 7.0% 6.5% 6.0% 7.0% 6.5% 6.0% 7.0% 6.5% 6.0% approved by Indiana Present Value of: • Transaction date: 12/31/2024 • Unlevered discounted cash (+) Unlevered Free Cash Flow ('25-'29) (4,074) (4,140) (4,208) (4,074) (4,140) (4,208) (4,074) (4,140) (4,208) flow analysis (+) Unlevered Free Cash Flow ('30-'35) 2,852 2,987 3,130 2,852 2,987 3,130 2,852 2,987 3,130 – Arizona valued at the (1) 32,232 33,949 35,767 33,208 34,977 36,850 34,184 36,005 37,933 (+) Terminal Aggregate Value consolidated level Aggregate Value 31,010 32,796 34,689 31,986 33,824 35,772 32,962 34,852 36,855 • Net debt balance at (2) transaction date: $20.3Bn (2) 20,329 20,329 20,329 20,329 20,329 20,329 20,329 20,329 20,329 (-) Net Debt (12/31/2024) • Consolidated financial Equity Value 10,681 12,467 14,360 11,657 13,495 15,443 12,633 14,523 16,526 analysis using utility peers (3) 388 388 388 388 388 388 388 388 388 Shares Outstanding as the best proxy for the consolidated business Share Price ($) $27.52 $32.12 $37.00 $30.03 $34.77 $39.79 $32.55 $37.42 $42.58 – WACC: 6.0% – 7.0% Implied Metrics: – Terminal value: (4) (14%) 0% 15% (6%) 8% 24% 1% 17% 33% Premium to Unaffected Price o FY+1 P/E: 13.6x – 15.6x (5) 11.1x 13.0x 15.0x 12.2x 14.1x 16.1x 13.2x 15.1x 17.2x FY+1 Price / Earnings Terminal Value Analysis: % Value in Cash Flows ('25-'29) (13%) (13%) (12%) (13%) (12%) (12%) (12%) (12%) (11%) % Value in Cash Flows ('30-'35) 9% 9% 9% 9% 9% 9% 9% 9% 8% % Value in Terminus 104% 104% 103% 104% 103% 103% 104% 103% 103% Terminal Perpetuity Growth Rate 2.3% 1.8% 1.3% 2.4% 1.9% 1.4% 2.5% 2.0% 1.5% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Notes: 1. Calculated using a net debt balance of $38.8Bn (including minority interest) at the exit 3. Fully diluted shares outstanding of 388MM as of March 31, 2024 (12/31/2035) and FY+1 run rate adjusted net income of $1,992MM 4. Unaffected price of $32.08/share as of March 6, 2024 2. Net debt includes minority interest 5. FY+1 EPS of $2.47/share HIGHLY CONFIDENTIAL PROJECT LEAN 7
Sum-of-the-Parts Analysis Networks Key Assumptions Networks Unlevered Discounted Free Cash Flow Analysis • Analysis based on Arizona Data ($MM, Unless Otherwise Noted) Room Projections Provided by P/E Multiple (x) 13.6x 14.6x 15.6x Arizona and approved by WACC (%) 5.8% 5.4% 5.0% 5.8% 5.4% 5.0% 5.8% 5.4% 5.0% Indiana • Transaction date: 12/31/2024 Present Value of: • Discounted cash flow analysis (+) Unlevered Free Cash Flow ('25-'29) (1,564) (1,576) (1,588) (1,564) (1,576) (1,588) (1,564) (1,576) (1,588) – Arizona valued at the segment level (+) Unlevered Free Cash Flow ('30-'35) 3,628 3,744 3,865 3,628 3,744 3,865 3,628 3,744 3,865 – Unlevered DCF for Networks (1) 22,192 23,097 24,042 22,826 23,757 24,730 23,461 24,418 25,417 (+) Terminal Aggregate Value – Levered DCF for Renewables • Net debt balance at transaction Aggregate Value 24,255 25,265 26,319 24,890 25,925 27,007 25,525 26,586 27,694 date: (2) 12,961 12,961 12,961 12,961 12,961 12,961 12,961 12,961 12,961 (-) Net Debt (12/31/2024) (2) – $13.0Bn for Networks (2) – $7.4Bn for Renewables Equity Value 11,294 12,304 13,358 11,929 12,964 14,045 12,563 13,625 14,733 • For the purposes of the sum-of- (3) 388 388 388 388 388 388 388 388 388 Shares Outstanding the-parts analysis, Morgan Stanley allocated the Holding Share Price ($) $29.10 $31.70 $34.41 $30.73 $33.40 $36.19 $32.37 $35.10 $37.96 and Elimination financials to the Implied Metrics: Networks and Renewables segments (4) 13.8x 15.1x 16.3x 14.6x 15.9x 17.2x 15.4x 16.7x 18.0x FY+1 Price / Earnings – Allocation assumes that the Networks and Renewables Terminal Value Analysis: segments would be capitalized at a ratio % Value in Cash Flows ('25-'29) (6%) (6%) (6%) (6%) (6%) (6%) (6%) (6%) (6%) (5) approximating that of peers % Value in Cash Flows ('30-'35) 15% 15% 15% 15% 14% 14% 14% 14% 14% – Results in ~60% of the debt allocated to Networks and % Value in Terminus 91% 91% 91% 92% 92% 92% 92% 92% 92% ~40% of the debt allocated to Terminal Perpetuity Growth Rate 0.9% 0.5% 0.1% 1.0% 0.6% 0.2% 1.1% 0.7% 0.4% Renewables Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Notes: 3. Fully diluted shares outstanding of 388MM as of March 31, 2024 1. Calculated using FY+1 run rate adjusted net income of $1,152MM 4. FY+1 EPS of $2.11/share 2. Net debt includes minority interest 5. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL PROJECT LEAN 8
Sum-of-the-Parts Analysis (Cont’d) Renewables Key Assumptions Renewables Levered Discounted Free Cash Flow Analysis • Analysis based on Arizona Data ($MM, Unless Otherwise Noted) Room Projections Provided by Terminal Perpetuity Growth Rate (%) 0.0% 1.0% 2.0% Arizona and approved by Indiana Cost of Equity (%) 12.3% 11.3% 10.3% 12.3% 11.3% 10.3% 12.3% 11.3% 10.3% • Transaction date: 12/31/2024 Present Value of: • Discounted cash flow analysis – Arizona valued at the (+) Levered Free Cash Flow ('25-'29) 328 323 317 328 323 317 328 323 317 segment level (+) Levered Free Cash Flow ('30-'35) ( 219) (227) (236) (219) (227) (236) (219) (227) (236) – Unlevered DCF for Networks (1) 1,837 2,197 2,649 2,020 2,434 2,964 2,238 2,722 3,353 (+) Terminal Equity Value – Levered DCF for Renewables • Net debt balance at transaction Equity Value 1,946 2,292 2,731 2,128 2,529 3,045 2,346 2,817 3,435 date: (2) (2) 7,365 7,365 7,365 7,365 7,365 7,365 7,365 7,365 7,365 (+) Net Debt (12/31/2024) – $13.0Bn for Networks (2) – $7.4Bn for Renewables Aggregate Value 9,310 9,656 10,095 9,493 9,894 10,409 9,711 10,182 10,799 • For the purposes of the sum-of- (3) 388 388 388 388 388 388 388 388 388 Shares Outstanding the-parts analysis, Morgan Stanley allocated the Holding Share Price ($) $5.01 $5.90 $7.03 $5.48 $6.52 $7.84 $6.04 $7.26 $8.85 and Elimination financials to the Networks and Renewables Terminal Value Analysis: segments % Value in Cash Flows ('25-'29) 17% 14% 12% 15% 13% 10% 14% 11% 9% – Allocation assumes that the Networks and Renewables % Value in Cash Flows ('30-'35) (11%) (10%) (9%) (10%) (9%) (8%) (9%) (8%) (7%) segments would be capitalized at a ratio % Value in Terminus 94% 96% 97% 95% 96% 97% 95% 97% 98% (4) approximating that of peers Terminal AV / EBITDA 9.7x 10.3x 11.0x 10.0x 10.7x 11.5x 10.3x 11.1x 12.1x – Results in ~60% of the debt allocated to Networks and ~40% of the debt allocated to Renewables Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Notes: 1. Calculated using FY+1 run rate free cash flow of $764MM 3. Fully diluted shares outstanding of 388MM as of March 31, 2024 2. Net debt includes minority interest 4. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL PROJECT LEAN 9
Sum-of-the-Parts Analysis (Cont’d) Summary Key Assumptions Summary Sum-of-the-Parts Analysis ($MM, Unless Otherwise Noted) • Analysis based on Arizona Data Room Projections Provided by Low Mid High Arizona and approved by Present Value of: Indiana • Transaction date: 12/31/2024 (+) Networks Equity Value 11,294 12,304 13,358 11,929 12,964 14,045 12,563 13,625 14,733 • Discounted cash flow analysis (+) Renewables Equity Value 1,946 2,292 2,731 2,128 2,529 3,045 2,346 2,817 3,435 – Arizona valued at the Equity Value 13,240 14,595 16,088 14,057 15,493 17,090 14,910 16,442 18,168 segment level (1) Shares Outstanding 388 388 388 388 388 388 388 388 388 – Unlevered DCF for Networks – Levered DCF for Renewables Share Price ($) $34.11 $37.60 $41.45 $36.22 $39.92 $44.03 $38.41 $42.36 $46.81 • For the purposes of the sum-of- Implied Metrics: the-parts analysis, Morgan (2) Stanley allocated the Holding 6% 17% 29% 13% 24% 37% 20% 32% 46% Premium to Unaffected Price and Elimination financials to the (3) FY+1 Price / Earnings 13.8x 15.2x 16.8x 14.7x 16.2x 17.8x 15.5x 17.1x 18.9x Networks and Renewables segments Terminal Value Analysis: – Allocation assumes that the Networks and Renewables % Value in Cash Flows ('25-'29) (3%) (3%) (3%) (3%) (3%) (3%) (3%) (3%) (3%) segments would be % Value in Cash Flows ('30-'35) 11% 11% 11% 11% 11% 10% 11% 10% 10% capitalized at a ratio (4) approximating that of peers % Value in Terminus 92% 92% 92% 92% 92% 93% 92% 93% 93% – Results in ~60% of the debt allocated to Networks and ~40% of the debt allocated to Renewables Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Notes: 1. Fully diluted shares outstanding of 388MM as of March 31, 2024 3. FY+1 EPS of $2.47/share 2. Unaffected price of $32.08/share as of March 6, 2024 4. Networks debt/cap of 59.8% and Renewables debt/cap of 63.1% HIGHLY CONFIDENTIAL PROJECT LEAN 10
Peer Benchmarking Peer Trading Comparable Figures – Networks and Consolidated Comparable Companies Analysis As of May 13, 2024 Price Last Fiscal Year EBITDA Unaffected Current LTM LTM Market Aggregate Price / Earnings (1) Value 3/6/2024 5/13/2024 High Low Value 2025 2026 Company Name % % $MM $MM x x Arizona n.a. 37.30 90.6 135.8 14,478 28,304 15.6 15.3 (2) 32.08 n.a. 77.8 116.8 12,454 25,347 13.2 12.7 Arizona Unaffected Exelon 36.67 38.13 87.6 114.3 38,188 82,838 14.6 13.8 ConEdison 89.85 97.64 97.6 121.4 33,883 58,194 17.4 16.5 FirstEnergy 37.46 39.69 98.2 123.3 22,908 47,342 13.7 12.9 Eversource 58.50 61.28 79.0 117.8 21,668 49,558 12.7 12.0 PPL 26.85 29.17 99.3 131.4 21,625 37,394 16.0 14.9 Peer Median 97.6 121.4 22,908 49,558 14.6 13.8 Source: Capital IQ as of May 13, 2024, Company Filings Notes: 1. Aggregate Value = Market Value + Long-term Debt + Short-term Debt + Leases + Preferred Stock + Minority Interest – Cash 2. As of March 6, 2024 HIGHLY CONFIDENTIAL PROJECT LEAN 11
Peer Benchmarking (Cont’d) Peer Trading Comparable Figures – Renewables Comparable Companies Analysis As of May 13, 2024 Price Unaffected Current LTM LTM Market Aggregate AV / EBITDA (1) 3/6/2024 5/13/2024 High Low Value Value 2025 Company Name % % $MM $MM x Arizona n.a. 37.30 90.6 135.8 14,478 28,304 10.5 (2) Arizona Unaffected 32.08 n.a. 77.8 116.8 12,454 25,347 9.8 Ørsted 375.80 60.04 61.1 167.4 25,247 36,833 8.7 Brookfield Renewable Partners 30.92 27.30 84.6 136.2 18,161 34,089 13.5 EDPR 13.77 15.41 68.3 119.9 15,782 25,235 10.5 Northland 22.96 15.96 71.5 112.8 4,088 9,516 10.1 Boralex 29.54 21.79 75.5 117.4 2,239 4,912 9.4 Innergex 8.44 6.27 59.6 121.7 1,288 6,326 10.3 Peer Median 69.9 120.8 9,935 17,375 10.2 Source: Capital IQ as of May 13, 2024, Company Filings Notes: 1. Aggregate Value = Market Value + Long-term Debt + Short-term Debt + Leases + Preferred Stock + Minority Interest – Cash 2. As of March 6, 2024 HIGHLY CONFIDENTIAL PROJECT LEAN 12
Relevant Precedent Transactions Minority Squeeze-Outs of Public Companies Precedents (U.S. Transactions Across Industries) U.S. Squeeze-Out Precedents Across Industries Basis of Presentation Unaffected • Time Period: 2019 to Ownership Final Prior to Ann. Stake Sought Offer Equity Value present Date Ann. Target Acquirer Industry Target Nation (%) (%) (%) ($MM) • Precedents across 2022 Shell Midstream Partners LP Shell Midstream LP Hldg LLC Energy United States 68.5 31.5 9.6 1,963 industries from minority squeeze-outs of public companies in the U.S. • Equity Value Size: 2022 Continental Resources Inc Omega Acquisition Inc Energy United States 82.6 17.4 15.2 4,701 $1,000MM+ • Excludes real estate, insurance and financial 2021 Phillips 66 Partners LP Phillips 66 Co Energy United States 74.3 25.7 4.8 2,961 transactions • Excludes withdrawn offers 2020 Eidos Therapeutics Inc BridgeBio Pharma Inc Biotech/Pharma United States 60.8 39.2 41.1 1,113 2020 TerraForm Power Inc Brookfield Renewable Partners Utilities United States 61.6 38.4 17.4 1,440 2019 AVX Corp KYOCERA Corp Technology United States 72.0 28.0 44.6 1,031 Source: Thomson Reuters, Company Filings, Deal Point Data HIGHLY CONFIDENTIAL PROJECT LEAN 13
Cost of Capital Analysis Consolidated WACC Analysis Assumption Notes Low Base High Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.5% 4.5% 4.5% Levered Beta Based on Arizona's Levered Beta 0.85 0.85 0.85 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 8.6% 9.6% 10.6% Cost of Debt (Pre-Tax) Blended Rate Based on Arizona's Most Recent Financial Statements 3.9% 3.9% 3.9% (1) Tax Rate 21.0% 21.0% 21.0% Corporate Tax Rate Cost of Debt (Post-Tax) 3.0% 3.0% 3.0% Debt / Total Capitalization Based on Capitalization for Arizona 47.2% 47.2% 47.2% WACC 6.0% 6.5% 7.0% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Note: 1. Based on statutory federal corporate tax rate HIGHLY CONFIDENTIAL PROJECT LEAN 14
Cost of Capital Analysis (Cont’d) Networks WACC Analysis • Capitalization reflects allocation of Holding and Assumption Notes Low Base High Elimination Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.5% 4.5% 4.5% Unlevered Beta Based on Median Peer Unlevered Beta 0.35 0.35 0.35 Levered Beta Re-levered at Arizona Networks Segment's Capitalization 0.75 0.75 0.75 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 8.0% 9.0% 10.0% Cost of Debt (Pre-Tax) Blended Rate Based on Arizona's Most Recent Financial Statements 3.9% 3.9% 3.9% (1) Tax Rate Corporate Tax Rate 21.0% 21.0% 21.0% Cost of Debt (Post-Tax) 3.0% 3.0% 3.0% (2) Debt / Total Capitalization Based on Arizona Networks Segment's Capitalization 59.8% 59.8% 59.8% WACC 5.0% 5.4% 5.8% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Peer Capitalization Company Levered Beta Unlevered Beta Debt to Cap. Levered Beta Calculation Peers Exelon 0.67 0.35 54.3% Levered Beta Calculation ConEdison 0.51 0.33 41.9% Median Peer Unlevered Beta 0.35 FirstEnergy 0.61 0.33 51.3% (2) Networks Segment's Capitalization 59.8% Eversource 0.89 0.44 56.3% Arizona Assumed Tax Rate 21.0% PPL 0.60 0.38 42.6% Arizona Networks Levered Beta 0.75 Median 0.61 0.35 51.3% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Notes: 1. Based on statutory federal corporate tax rate 2. Reflects assumed allocation of ~60% of Holdings debt to Networks and ~40% to Renewables HIGHLY CONFIDENTIAL PROJECT LEAN 15
Cost of Capital Analysis (Cont’d) Renewables Cost of Equity Analysis • Capitalization reflects allocation of Holding and Assumption Notes Low Base High Elimination Market Risk Premium Morgan Stanley Estimated Risk Premium 6.0% 6.0% 6.0% Risk Free Rate U.S. Treasury Rate (10-year) 4.5% 4.5% 4.5% Unlevered Beta Based on Median Peer Unlevered Beta 0.48 0.48 0.48 Levered Beta Re-levered at Arizona Renewables Segment's Capitalization 1.14 1.14 1.14 Sensitivity Adjustment Adjustment of +/- 1% (1.0%) 0.0% 1.0% Cost of Equity Calculated using CAPM 10.3% 11.3% 12.3% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Peer Capitalization Company Levered Beta Unlevered Beta Debt to Cap. Peers Levered Beta Calculation Orsted 0.98 0.63 41.3% Levered Beta Calculation Brookfield Renewable Partners 0.91 0.53 48.2% Median Peers Unlevered Beta 0.48 EDPR 1.17 0.80 36.9% Renewables Segment's 63.1% (1) Northland 0.81 0.38 58.2% Capitalization Boralex 0.87 0.44 55.0% Arizona Assumed Tax Rate 21.0% Innergex 0.89 0.22 79.7% Arizona Renewables Levered Beta 1.14 Median 0.90 0.48 51.6% Source: Arizona Data Room Projections Provided by Arizona, Data Room Documents, Capital IQ as of May 13, 2024, Company Filings Note: 1. Reflects assumed allocation of ~60% of Holdings debt to Networks and ~40% to Renewables HIGHLY CONFIDENTIAL PROJECT LEAN 16
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Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Avangrid, Inc.
Iberdrola, S.A.
Arizona Merger Sub, Inc.
(Exact Name of Registrant and Name of Persons Filing Statement)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of Filing Fee | ||||
Fees to Be Paid |
$2,637,036,402(1) | 0.00014760 | $389,226.57(2) | |||
Fees Previously Paid |
$ | | $389,226.57 | |||
Total Transaction Valuation |
$2,637,036,402 | |||||
Total Fees Due for Filing |
$0.00 | |||||
Total Fees Previously Paid |
$389,226.57 | |||||
Total Fee Offsets |
$389,226.57(3) | |||||
Net Fee Due |
$0.00 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing |
Filing Date |
Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||
Fees Offset Claims |
PREM 14A |
001-37660 | June 21, 2024 |
$389,226.57 | ||||||||||
Fees Offset Sources |
Avangrid, Inc. |
PREM 14A |
001-37660 | June 21, 2024 |
$389,226.57 |
(1) | Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 71,350,792 shares of Avangrid Common Stock entitled to receive the Merger Consideration (which excludes shares of Avangrid Common Stock owned by Parent) multiplied by the Per Share Merger Consideration of $35.75 and (b) the product of 2,412,464 shares of Avangrid Common Stock underlying Company PSUs or Company Phantom Awards or reserved for issuance under the Registrants incentive plans multiplied by the Per Share Merger Consideration of $35.75 (the sum of (a) and (b), collectively, the Total Consideration). The filing fee equals the product of the Total Consideration multiplied by 0.00014760. |
(2) | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2024, was calculated by multiplying $2,637,036,402 by 0.00014760. |
(3) | The Company previously paid $389,226.57 upon the filing of its Preliminary Proxy Statement on Schedule 14A on June 21, 2024 in connection with the transaction reported hereby. |