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InfraREIT, Inc.
Q3 2016 Results & Supplemental Information
November 3, 2016
Safe Harbor
Forward Looking Statements
These presentations contain “forward-looking statements” about the business, financial performance, contracts, leases and prospects of InfraREIT, Inc. (the Company).
Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,” “estimate,” “anticipate,”
“believe,” “project,” “budget,” “potential” or “continue” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of future events. The Company’s actual results, performance or achievements could differ materially from those
expressed or implied by any forward-looking statements made in connection with this presentation. The Company’s capabilities or performance, stockholder value as well
as any other statements that are not historical facts in this presentation are forward-looking statements that involve certain risks and uncertainties, many of which are difficult
to predict and beyond the Company’s control. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements
include, without limitation, decisions by regulators or changes in governmental policies or regulations with respect to the Company’s organizational structure, lease
arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, authorized rate of return and other regulatory parameters; the Company’s
current reliance on its tenant for all of its revenues and, as a result, the Company’s dependency on its tenant’s solvency and financial and operating performance; risks that
the capital expenditures the Company expects will not materialize for a variety of reasons; risks related to future lease negotiations or non-renewal of leases with the
Company’s tenant; insufficient cash available to meet distribution requirements; the Company’s ability to make strategic acquisitions that add to its rate base; the price and
availability of debt and equity financing; the Company’s level of indebtedness or debt service obligations; cyber breaches, weather conditions or other natural phenomena;
the effects of existing and future tax and other laws and governmental regulations; the Company’s failure to qualify or maintain its status as a real estate investment trust
(REIT) or changes in the tax laws applicable to REITs; the termination of the Company’s management agreement or the loss of the services of the Company’s manager or
other qualified personnel; and adverse economic developments in the electric power industry or in business conditions generally, particularly in Texas. When considering
forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in the Company’s
filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. Forward-looking statements speak only as of the date made and reaffirmed, and the Company disclaims any
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Legend
This presentation contains certain financial measures that are not recognized under generally accepted accounting principles (GAAP). InfraREIT’s management uses non-
GAAP measures as important supplemental measures of its operating performance. For example, management uses the cash available for distribution (CAD)
measurement when recommending dividends to its Board of Directors. These non-GAAP measures are also presented because management believes they help investors
understand InfraREIT’s business, performance and ability to earn and distribute cash to its stockholders by providing perspectives not immediately apparent from net
income. InfraREIT has a diverse set of investors, including investors that primarily focus on utilities, yieldcos, MLPs or REITs. Management believes that each of these
different classes of investors focus on different types of metrics in their evaluation of InfraREIT. For instance, many utility investors focus on earnings per share (EPS) and
management believes its presentation of non-GAAP earnings per share (Non-GAAP EPS) enables a better comparison to other utilities. Management believes it is
appropriate to calculate and provide these measures in order to be responsive to these investors. Including the reporting on these measures in InfraREIT’s public
disclosures also ensures that this information is available to all of InfraREIT’s investors. The presentation of Non-GAAP EPS; CAD; net income (loss) before interest
expense, net, income tax expense, depreciation and amortization (EBITDA); Adjusted EBITDA; funds from operations (FFO); and adjusted FFO (AFFO) in this presentation
are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition,
InfraREIT’s method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similar measures
as calculated by other companies that do not use the same methodology as InfraREIT. Reconciliations of these measures to their most directly comparable GAAP
measures are included in Schedules 1-5 to this presentation.
2
Q3 2016 Highlights
 Solid Q3 2016 performance; in line with expectations
 Increase in lease revenue and net income
 Increase in Non-GAAP EPS, CAD and Adjusted EBITDA
 $56.6 million of capital expenditures (accrual basis)
 Rate case progressed with issuance of a Preliminary Order
 Hunt Projects update
 Southline Transmission project
• Discussions continue with open solicitation participants
• Filed application with the Arizona Corporation Commission for a Certificate of Environmental
Compatibility (CEC) in October 2016
 Verde Transmission project
• Bureau of Land Management (BLM) published the Notice of Intent (NOI) to prepare an
Environmental Impact Study (EIS) in the Federal Register in October 2016
3
1.02
1.19
1.35
1.63
1.87
1.95 1.98 1.96
2011 2012 2013 2014 2015 Q1 2016 Q2 2016 Q3 2016
Millions barrels (bbls) / day
Permian Region Total Oil Production
4
Change in Annual Average
bbls/day 2010-2015
2011 vs. 2010 10.1%
2012 vs. 2011 16.7%
2013 vs. 2012 13.8%
2014 vs. 2013 20.5%
2015 vs. 2014 14.9%
Change in Quarterly
Average bbls/day 2015-2016
Q2 15 vs. Q1 15 5.7%
Q3 15 vs. Q2 15 0.2%
Q4 15 vs. Q3 15 0.3%
Q1 16 vs. Q4 15 2.7%
Q2 16 vs. Q1 16 1.3%
Q3 16 vs. Q2 16 -1.0%
Source: U.S. EIA Monthly Drilling Productivity Report for the Permian Basin
Permian Basin Rig Deployment By County
5
Source: Baker Hughes, North American Rotary Rig Count
As of 9/26/2014
(33) (45) (22) (1) (2)
(4) (1)
(4) (1)
(15) (39) (41) (2)
(1)(16)(29)(33)
As of 9/30/2016
(1) (17) (11) (1) (3)
(0) (1) (2) (1)
(2) (31) (10) (1)
(0)(2)(7)(11)
As of 9/25/2015
(11) (21) (9) (2) (1)
(0) (1)
(3) (1)
(3) (29) (16) (0)
(0)(3)(14)(12)
System
Peak Load
(MW)
Annual
Change
2011 230
2012 259 12.6%
2013 296 14.3%
2014 341 15.2%
2015 392 15.0%
2016 YTD (1) 426 8.7%
230
259
296
341
392
426
0 MW
100 MW
200 MW
300 MW
400 MW
2011 2012 2013 2014 2015 2016
2011-2016 Sharyland System Peak Load
System Coincident Peak Load (MW)
6
System Coincident Peak Load (MW)
Source: Sharyland Utilities
(1) 2016 System Coincident Peak occurred on Aug. 8, 2016
2011-2016 Sharyland Distribution Volume Trends
7
Total Distribution GWh (1)
1,240
1,487
1,823
2,148
2,421
1,799
1,915
2011 2012 2013 2014 2015 2015
Q1-Q3
2016
Q1-Q3
19.9%
6.5%
22.6%
17.9%
12.7%
Source: Sharyland Utilities
(1) Reflects total distribution volumes adjusted for cancel/rebills and normalized weather for 2014-2016. These adjustments
netted to a < 2% downward adjustment to 2016 volumes and a < 1% upward adjustment to 2014 and 2015 volumes.
Sharyland Distribution:
Residential And Industrial Trends
8
Source: Sharyland Utilities
(1) Change in net residential customers – end of the period vs. beginning of the period.
(2) Change in total billed KW for Primary and Large Secondary (>10 kW) rate classes
Growth in Residential Customers (1)
Growth in Industrial and Large
Business Customer Demand, KW (2)
Period
% Growth Over
Prior Quarter/Year
Q1 2015 1.6%
Q2 2015 1.2%
Q3 2015 1.6%
Q4 2015 1.5%
2015 6.0%
Q1 2016 0.3%
Q2 2016 0.8%
Q3 2016 1.7%
Q3 2016 vs.
Q3 2015
4.3%
Period
% Growth
Over
Prior Year
2015 vs 2014 23.8%
Q1 2016 vs Q1 2015 16.9%
Q2 2016 vs Q2 2015 25.4%
Q3 2016 vs Q3 2015 19.7%
Q1-Q3 2016 vs Q1-Q3 2015 20.7%
208 208
1,278
2,672
3,172 3,172 3,172
899
1,672
2,321248
2,091
4,094
208 MW 208 MW
1,278 MW
2,672 MW
4,319 MW
6,935 MW
9,587 MW
0 MW
2,000 MW
4,000 MW
6,000 MW
8,000 MW
10,000 MW
2012 2013 2014 2015 2016 2017 2018
Cumulative MW Installed IA Signed - Financial Security Posted IA Signed - No Financial Security
Interconnections Agreements For Panhandle Wind
Generation
9 Source: ERCOT – Seasonal Assessment of Resource Adequacy (Fall 2016) and Generation Interconnection Status Report (Sept. 2016)
Pipeline of Hunt Projects
10
NV
CA
OK
TX
AZ
NM
MEXICO
Additional U.S. –
Mexico DC Ties
Additional South Texas
Transmission / Generation
Interconnections
South Plains
Reinforcement
Southline
Transmission
Project
Verde Transmission
Project
Cross Valley
Transmission Line
Golden Spread Electric
Cooperative (GSEC)
Interconnection
Lubbock Power & Light
Interconnection
Under Development
Operational; Owned by
Sharyland Utilities, L.P.
 Filed with the PUCT on April 29, 2016 under Docket No. 45414
 PUCT approved a preliminary order in October 2016 that requires Sharyland and
Sharyland Distribution & Transmission Services, L.L.C. (SDTS) to:
 File amended rate filing packages no later than January 1, 2017;
 Amend the rate case application to request PUCT approval of a tariff establishing terms and
conditions for the leases between Sharyland and SDTS; and
 Amend the rate case application to request the PUCT to issue SDTS its own certificate of
convenience and necessity (CCN)
 We expect other issues to be addressed and resolved during the subsequent phase of
the rate case, including:
 Approval of leases that comply with PURA and meet with “true lease” requirements
 Methodology for regulating the leases and updating lease payments to account for new assets
placed in service
 Approval of a CCN for SDTS
 All other economic issues, including the allowed return on equity, capital structure, income tax
allowance and cost of debt
Pending Rate Case
11
Q3 2016 Performance Summary
$ millions, except per share amounts
12
Strong growth in lease revenue and net income, in line with expectations
Net Income Attributable to InfraREIT, Inc.
Common Stockholders Per Share
$0.32
$0.39
Q3 2015 Q3 2016
Lease Revenue
$41.5
$49.4
Q3 2015 Q3 2016
+19%
Net Income
$19.4
$23.6
Q3 2015 Q3 2016
+22%
+22%
Q3 2016 Performance Summary
$ millions, except per share amounts
13
Strong growth in adjusted EBITDA, in line with expectations. CAD and Non-GAAP EPS also in
line with expectations, reflecting impact of higher interest expense and depreciation
Cash Available for Distribution
$17.1
$19.4
Q3 2015 Q3 2016
Non-GAAP EPS
$0.28
$0.32
Q3 2015 Q3 2016
Adjusted EBITDA
$33.5
$39.7
Q3 2015 Q3 2016
+19%
+14% +13%
September YTD 2016 Performance Summary
$ millions, except per share amounts
14
YTD performance of lease revenue and net income in line with expectations
Net Income (Loss) Attributable to InfraREIT, Inc.
Common Stockholders Per Share
-$0.15
$0.69
YTD 2015 YTD 2016
Lease Revenue
$100.3
$116.9
YTD 2015 YTD 2016
+17%
Net Income (Loss)
-$7.6
$41.6
YTD 2015 YTD 2016
September YTD 2016 Performance Summary
$ millions, except per share amounts
15
Increase in Adjusted EBITDA, CAD and Non-GAAP EPS in line with expectations, reflecting
impact of higher interest expense and depreciation
Cash Available for Distribution
$53.6
$57.0
YTD 2015 YTD 2016
Non-GAAP EPS (1)
$0.90 $0.93
YTD 2015 YTD 2016
Adjusted EBITDA
$101.8
$115.6
YTD 2015 YTD 2016
+14%
+6%
(1) Non-GAAP EPS for the nine months ended September 30, 2016 was based on 60.6 million weighted average shares outstanding compared to 58.8 million weighted average
shares outstanding during the same period of 2015.
+3%
Summary Income Statement
Q3 2016 vs. Q3 2015
16
Net income increased in Q3 2016 based on an increase in lease revenue, offset by
increased depreciation and interest expense
($ thousands) Q3 2016 Q3 2015 % Change
Lease revenue $ 49,419 $ 41,452 19%
G&A expense (5,336) (5,504) —
Depreciation (11,828) (10,259) 15%
Income from operations 32,255 25,689 —
Interest expense, net (9,379) (6,723) 40%
Other income, net 1,024 707 —
Income tax expense (299) (243) —
Net income $ 23,601 $ 19,430 22%
Summary Income Statement
September YTD 2016 vs. September YTD 2015
17
Net income increased YTD 2016 based on an increase in lease revenue and a decrease
in G&A due to a lack of IPO related expenses, partially offset by increased depreciation
and interest expense
($ thousands) YTD 2016 YTD 2015 % Change
Lease revenue $ 116,869 $ 100,282 17%
G&A expense (15,861) (58,965) —
Depreciation (34,312) (29,438) 17%
Income (loss) from operations 66,696 (11,879) —
Interest expense, net (27,276) (21,084) 29%
Other income, net 2,920 2,180 —
Income tax expense (778) (575) —
Net income (loss) $ 41,562 $ (7,600) —
Non-GAAP EPS
Q3 2016 vs. Q3 2015
18
Non-GAAP EPS increased 14%, reflecting net income drivers
($ thousands, except per share amounts)
Q3 2016
Amount Per Share
Q3 2015
Amount Per Share
Net income attributable to InfraREIT, Inc. $ 17,041 $ 0.39 $ 13,972 $ 0.32
Net income attributable to noncontrolling
interest 6,560 0.39 5,458 0.32
Net income 23,601 0.39 19,430 0.32
Non-cash reorganization structuring fee — — — —
Reorganization expenses — — — —
Percentage rent adjustment (2,998) (0.05) (2,791) (0.05)
Base rent adjustment (1,396) (0.02) 338 0.01
Non-GAAP net income (1) $ 19,207 $ 0.32 $ 16,977 $ 0.28
(1) Non-GAAP EPS for the quarters ended September 30, 2016 and 2015 was based on 60.6 million weighted average shares outstanding.
Non-GAAP EPS
September YTD 2016 vs. September YTD 2015
19
Non-GAAP EPS increased 3%, reflecting net income drivers and higher
weighted average shares outstanding during 2016 due to the timing of InfraREIT’s IPO
($ thousands, except per share amounts)
YTD 2016
Amount Per Share
YTD 2015
Amount Per Share
Net income (loss) attributable to InfraREIT, Inc. $ 29,964 $ 0.69 $ (6,539) $ (0.15)
Net income (loss) attributable to noncontrolling
interest 11,598 0.68 (1,061) (0.07)
Net income (loss) 41,562 0.69 (7,600) (0.13)
Non-cash reorganization structuring fee — — 44,897 0.76
Reorganization expenses — — 333 0.01
Percentage rent adjustment 10,038 0.16 9,768 0.17
Base rent adjustment 4,602 0.08 5,469 0.09
Non-GAAP net income (1) $ 56,202 $ 0.93 $ 52,867 $ 0.90
(1) Non-GAAP EPS for the nine months ended September 30, 2016 was based on 60.6 million weighted average shares outstanding compared to 58.8 million weighted average shares
outstanding during the same period of 2015.
Cash Available For Distribution
Q3 2016 vs. Q3 2015
20
CAD increased 13% for the quarter, reflecting growth in lease revenue
($ thousands) Q3 2016 Q3 2015
Increase
$ %
Net income $ 23,601 $ 19,430
Depreciation 11,828 10,259
Non-cash reorganization structuring fee — —
Percentage rent adjustment (2,998) (2,791)
Base rent adjustment (1,396) 338
Amortization of deferred financing costs 1,003 612
Reorganization expenses — —
Non-cash equity compensation 230 185
Other income, net (1,024) (707)
Capital expenditures to maintain net assets (11,828) (10,259)
Cash Available For Distribution (CAD) $ 19,416 $ 17,067 $ 2,349 13%
Cash Available For Distribution
September YTD 2016 vs. September YTD 2015
21
YTD 2016 CAD grew by 6% over YTD 2015, reflecting growth in lease revenue
($ thousands) YTD 2016 YTD 2015
Increase
$ %
Net income (loss) $ 41,562 $ (7,600)
Depreciation 34,312 29,438
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment 10,038 9,768
Base rent adjustment 4,602 5,469
Amortization of deferred financing costs 3,010 2,436
Reorganization expenses — 333
Non-cash equity compensation 750 493
Other income, net (2,920) (2,180)
Capital expenditures to maintain net assets (34,312) (29,438)
Cash Available For Distribution (CAD) $ 57,042 $ 53,616 $ 3,426 6%
Debt Obligations and Available Liquidity
$ millions
22
Long-Term Debt (rate / maturity)
Outstanding
As of
September 30, 2016
TDC – Senior Secured Notes (8.50% / December 30, 2020) $ 17.8
SDTS – Senior Secured Notes (5.04% / June 20, 2018) 60.0
SDTS – Senior Secured Notes, Series A (3.86% / December 3, 2025) 400.0
SDTS – Senior Secured Notes, Series B (3.86% / January 14, 2026) 100.0
SDTS – Senior Secured Notes (7.25% / December 30, 2029) 43.1
SDTS – Senior Secured Notes (6.47% / September 30, 2030) 98.5
Total $ 719.4
Liquidity Facilities Amount
Outstanding
As of
September 30, 2016 Available
InfraREIT Partners Revolver $ 75.0 $ — $ 75.0
SDTS Revolver 250.0 92.5 157.5
Total $ 325.0 $ 92.5 $ 232.5
Cash (as of September 30, 2016) 11.0
Total Available Liquidity $ 243.5
Growth and Financing Strategy
23
Focus on
Regulated
T&D
Opportunities
Maintain Strong
Financial Profile
Grow
Dividends
► Sign multi-year leases that reflect
regulated rate structure
► Minimize regulatory lag through regulatory
filings
► Construct Footprint Projects
► Acquire Hunt projects
► Opportunistically acquire T&D assets
► Maintain significant liquidity to support
capex plan and financial flexibility
► Maintain 55% debt to capitalization at
InfraREIT’s regulated subsidiary, SDTS
► Target consolidated credit metrics of 60%
debt to capitalization and 12% AFFO to
debt
 Reaffirming FY 2016 guidance metrics with the following ranges:
 CAD $70 million - $76 million
 Non-GAAP EPS $1.15 - $1.25
 Annualized dividends per share $1.00
 Updating FY 2016 guidance metrics with the following ranges:
 Net income $67 million - $73 million
 Net income attributable to InfraREIT, Inc.
common shareholders per share range $1.10 – $1.20
 Lowering guidance for footprint capital expenditures for 2016 – 2018 in the range of
$470 million - $630 million
 Due to lower levels of commitments and follow-through in customer-identified projects and
forecasts; a slower pace of load growth; and the relative geographic concentration of recent and
expected load growth in Sharyland’s service territory
 Suspending guidance for 2017 and beyond for all other metrics due to the uncertain
impacts of the treatment of our leases as part of an SDTS tariff
 Expect to reset guidance after the rate case
 Expect to maintain annualized dividends of $1.00 per share through the rate case
Forward Outlook
24
2016E - 2018E Footprint Capital Expenditures (1)
$ millions
25
(1) Footprint Projects are transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets
Forecast range of $470 million - $630 million for 2016 – 2018
2016 2017 2018
Base Distribution $80 - $85 $35 - $60 $35 - $60
Base Transmission $120 - $125 $45 - $75 $20 - $50
Base Footprint
Capex
$200 - $210 $80 - $135 $55 - $110
Synchronous
Condensers
$10 - $15 $45 - $50 $15 - $30
Second Circuit $10 - $15 $50 - $55 $5 - $10
Total Footprint
Capex
$220 - $240 $175 - $240 $75 - $150
Reg G Reconciliation
26
Schedule 1:
Reconciliation of Non-GAAP EPS
Q3 2016 vs. Q3 2015
27
Non-GAAP EPS
InfraREIT defines non-GAAP net income as net income (loss) adjusted in a manner the Company believes is appropriate to show
its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) adding back the
reorganization expense related to the Company’s initial public offering (IPO) and related reorganization transactions, (c) adding
back the expense related to the contingent consideration issued as deemed capital credits, (d) a quarterly, not annual, adjustment
for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the
applicable period and the amount of percentage rent the Company recognizes under GAAP during the period and (e) an
adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable
period and the amount of straight-line base rent recognized under GAAP. The Company defines Non-GAAP EPS as non-GAAP
net income (loss) divided by the weighted average shares outstanding calculated in the manner described in the footnotes below.
The following table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for
the three months ended September 30, 2016 and 2015:
($ thousands, except per share amounts)
Q3 2016
Amount Per Share (3)
Q3 2015
Amount Per Share (4)
Net income attributable to InfraREIT, Inc. $ 17,041 $ 0.39 $ 13,972 $ 0.32
Net income attributable to noncontrolling interest 6,560 0.39 5,458 0.32
Net income 23,601 0.39 19,430 0.32
Non-cash reorganization structuring fee — — — —
Reorganization expenses — — — —
Percentage rent adjustment (1) (2,998) (0.05) (2,791) (0.05)
Base rent adjustment (2) (1,396) (0.02) 338 0.01
Non-GAAP net income $ 19,207 $ 0.32 $ 16,977 $ 0.28
Schedule 1:
Reconciliation of Non-GAAP EPS
September YTD 2016 vs. September YTD 2015
28
Non-GAAP EPS
The following table set forth a reconciliation of net income (loss) attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS
for the nine months ended September 30, 2016 and 2015:
($ thousands, except per share amounts)
YTD 2016
Amount Per Share (5)
YTD 2015
Amount Per Share (6)
Net income (loss) attributable to InfraREIT, Inc. $ 29,964 $ 0.69 $ (6,539) $ (0.15)
Net income (loss) attributable to noncontrolling
interest
11,598 0.68 (1,061) (0.15)
Net income (loss) 41,562 0.69 (7,600) (0.13)
Non-cash reorganization structuring fee — — 44,897 0.76
Reorganization expenses — — 333 0.01
Percentage rent adjustment (1) 10,038 0.16 9,768 0.17
Base rent adjustment (2) 4,602 0.08 5,469 0.09
Non-GAAP net income $ 56,202 $ 0.93 $ 52,867 $ 0.90
Schedule 1:
Reconciliation of Non-GAAP EPS
(1) Represents the difference between the amount of percentage rent payments and the amount recognized during the applicable
period, if any. Although the Company receives percentage rent payments related to each quarter, it does not recognize lease
revenue related to these percentage rent payments until the Company’s tenant’s annual gross revenues exceed minimum specified
annual breakpoints under the leases.
(2) This adjustment relates to the difference between the timing of cash base rent payments made under the Company’s leases and
when the Company recognizes base rent revenue under GAAP. The Company recognizes base rent on a straight-line basis over
the applicable term of the lease commencing when the related assets are placed in service, which is frequently different than the
period in which the cash rent becomes due.
(3) The weighted average common shares outstanding during the three months ended September 30, 2016 of 43.7 million was used to
calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units
outstanding during the three months ended September 30, 2016 of 16.9 million was used to calculate the net income attributable to
noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units
outstanding during the three months ended September 30, 2016 of 60.6 million was used for the remainder of the per share
calculations.
(4) The weighted average shares outstanding of 43.6 million was used to calculate net income attributable to InfraREIT, Inc. per diluted
share. The weighted average redeemable partnership units outstanding of 17.0 million was used to calculate the net income
attributable to noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units
outstanding of 60.6 million was used for the remainder of the per share calculations.
(5) The weighted average common shares outstanding during the nine months ended September 30, 2016 of 43.6 million was used to
calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units
outstanding during the nine months ended September 30, 2016 of 17.0 million was used to calculate net income attributable to
noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units
outstanding during the nine months ended September 30, 2016 of 60.6 million was used for the remainder of the per share
calculations.
(6) The weighted average common shares outstanding during the nine months ended September 30, 2015 of 42.8 million was used to
calculate net loss attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding
during the nine months ended September 30, 2015 of 16.0 million was used to calculate net loss attributable to noncontrolling
interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding during
the nine months ended September 30, 2015 of 58.8 million was used for the remainder of the per share calculations.
29
Schedule 2:
Explanation and Reconciliation of CAD
Q3 2016 vs. Q3 2015
30
CAD
The Company defines CAD in a manner that it believes is appropriate to show its core operational performance, which includes a
deduction of the portion of capital expenditures needed to maintain its net assets. This deduction equals depreciation expense
within the applicable period. The portion of the capital expenditures in excess of depreciation, which the Company refers to as
growth capital expenditures, will increase the Company’s net assets. The CAD calculation also includes various other
adjustments from net income, as outlined below and described in more detail on Schedules 1, 3 and 4.
The following table sets forth a reconciliation of net income to CAD for the three months ended September 30, 2016 and 2015:
($ thousands) Q3 2016 Q3 2015
Net income $ 23,601 $ 19,430
Depreciation 11,828 10,259
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (2,998) (2,791)
Base rent adjustment (2) (1,396) 338
Amortization of deferred financing costs 1,003 612
Reorganization expenses — —
Non-cash equity compensation 230 185
Other income, net (3) (1,024) (707)
Capital expenditures to maintain net assets (11,828) (10,259)
CAD $ 19,416 $ 17,067
Schedule 2:
Explanation and Reconciliation of CAD
September YTD 2016 vs. September YTD 2015
31
CAD
The following table sets forth a reconciliation of net income (loss) to CAD for the nine months ended September 30, 2016 and
2015:
($ thousands) YTD 2016 YTD 2015
Net income (loss) $ 41,562 $ (7,600)
Depreciation 34,312 29,438
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) 10,038 9,768
Base rent adjustment (2) 4,602 5,469
Amortization of deferred financing costs 3,010 2,436
Reorganization expenses — 333
Non-cash equity compensation 750 493
Other income, net (3) (2,920) (2,180)
Capital expenditures to maintain net assets (34,312) (29,438)
CAD $ 57,042 $ 53,616
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS
(3) Includes allowance for funds used during construction (AFUDC) on other funds of $1.0 million and $0.7 million for the
three months ended September 30, 2016 and 2015, respectively, and $2.9 million and $2.2 million for the nine months
ended September 30, 2016 and 2015, respectively.
Schedule 3:
Explanation and Reconciliation of EBITDA and Adjusted EBITDA
Q3 2016 vs. Q3 2015
32
EBITDA and Adjusted EBITDA
InfraREIT defines EBITDA as net income (loss) before interest expense, net; income tax expense; depreciation and amortization.
Adjusted EBITDA is defined as EBITDA adjusted in a manner the Company believes is appropriate to show its core operational
performance, including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the
difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable
period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the
difference between the amount of base rent payments that the Company receives with respect to the applicable period and the
amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s
IPO and related reorganization transactions and (e) adjusting for other income (expense), net.
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended
September 30, 2016 and 2015:
($ thousands) Q3 2016 Q3 2015
Net income $ 23,601 $ 19,430
Interest expense, net 9,379 6,723
Income tax expense 299 243
Depreciation 11,828 10,259
EBITDA 45,107 36,655
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (2,998) (2,791)
Base rent adjustment (2) (1,396) 338
Reorganization expenses — —
Other income, net (3) (1,024) (707)
Adjusted EBITDA $ 39,689 $ 33,495
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
Schedule 3:
Explanation and Reconciliation of EBITDA and Adjusted EBITDA
September YTD 2016 vs. September YTD 2015
33
EBITDA and Adjusted EBITDA
The following table sets forth a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the nine months ended
September 30, 2016 and 2015:
($ thousands) YTD 2016 YTD 2015
Net income (loss) $ 41,562 $ (7,600)
Interest expense, net 27,276 21,084
Income tax expense 778 575
Depreciation 34,312 29,438
EBITDA 103,928 43,497
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) 10,038 9,768
Base rent adjustment (2) 4,602 5,469
Reorganization expenses — 333
Other income, net (3) (2,920) (2,180)
Adjusted EBITDA $ 115,648 $ 101,784
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
Schedule 4:
Explanation of FFO and AFFO
34
FFO and AFFO
The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (computed in accordance with
GAAP), excluding gains and losses from sales of property (net) and impairments of depreciated real estate, plus real estate
depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated
partnerships and joint ventures. Applying the NAREIT definition to the Company’s consolidated financial statements, which is the
basis for the FFO and the reconciliations below, results in FFO representing net income (loss) before depreciation, impairment of
assets and gain (loss) on sale of assets. FFO does not represent cash generated from operations as defined by GAAP and it is
not indicative of cash available to fund all cash needs, including distributions.
AFFO is defined as FFO adjusted in a manner the Company believes is appropriate to show its core operational performance,
including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the difference
between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and
the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference
between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of
straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and
related reorganization transactions and (e) adjusting for other income (expense), net.
Schedule 4:
Reconciliation of FFO and AFFO
Q3 2016 vs. Q3 2015
35
FFO and AFFO
The following table sets forth a reconciliation of net income to FFO and AFFO for the three months ended September 30, 2016 and
2015:
($ thousands) Q3 2016 Q3 2015
Net income $ 23,601 $ 19,430
Depreciation 11,828 10,259
FFO 35,429 29,689
Non-cash reorganization structuring fee — —
Percentage rent adjustment (1) (2,998) (2,791)
Base rent adjustment (2) (1,396) 338
Reorganization expenses — —
Other income, net (3) (1,024) (707)
AFFO $ 30,011 $ 26,529
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
Schedule 4:
Reconciliation of FFO and AFFO
September YTD 2016 vs. September YTD 2015
36
FFO and AFFO
The following table sets forth a reconciliation of net income (loss) to FFO and AFFO for the nine months ended September 30, 2016
and 2015:
($ thousands) YTD 2016 YTD 2015
Net income (loss) $ 41,562 $ (7,600)
Depreciation 34,312 29,438
FFO 75,874 21,838
Non-cash reorganization structuring fee — 44,897
Percentage rent adjustment (1) 10,038 9,768
Base rent adjustment (2) 4,602 5,469
Reorganization expenses — 333
Other income, net (3) (2,920) (2,180)
AFFO $ 87,594 $ 80,125
(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS
(3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
Schedule 5:
Forecasted Guidance for 2016
Reconciliation of GAAP to Non-GAAP
37
Forecasted Guidance for 2016
The Company provides yearly guidance for the supplemental financial measures it uses in evaluating the Company’s operating
performance. These metrics include Non-GAAP EPS and CAD. These financial measures help the Company and investors better
understand the Company’s business, performance and ability to earn and distribute cash to stockholders by providing
perspectives not immediately apparent from net income.
The following table sets forth a reconciliation of the forecasted GAAP net income attributable to InfraREIT, Inc. per share to Non-
GAAP EPS for the year ending December 31, 2016:
(Per share amounts) Low High
Net income attributable to InfraREIT, Inc. $ 1.10 $ 1.20
Net income attributable to noncontrolling interest 1.10 1.20
Net income 1.10 1.20
Base rent adjustment 0.05 0.05
Non-GAAP net income $ 1.15 $ 1.25
Schedule 5:
Forecasted Guidance for 2016
Reconciliation of GAAP to Non-GAAP
38
Forecasted Guidance for 2016
The following table sets forth a reconciliation of the forecasted GAAP net income to CAD for the year ending December 31, 2016:
($ millions) Low High
Net income $ 67 $ 73
Depreciation 47 47
Base rent adjustment 3 3
Amortization of deferred financing costs 3 3
Non-cash equity compensation 1 1
Other income, net (4) (4)
Capital expenditures to maintain net assets (47) (47)
CAD $ 70 $ 76
Appendix
39
Attractive Asset Profile
Transmission
► ~75% of our rate base is
transmission
► ~848 circuit miles of transmission
lines
► Transmission Operations Center
► Railroad DC Tie with Mexico
(300 MW)
Distribution
► ~25% of our rate base is distribution
► ~35,300 circuit miles of overhead
distribution lines
► ~4,600 circuit miles of underground
distribution lines
► ~54,000 electric delivery points
As of December 31, 2015
40
Sharyland Service Territory in West Texas
41
Dallas
Austin
San Antonio
Source: Sharyland Utilities
Total Permian Basin –
Average Weekly Rig Count
Period Avg. # of Rigs
2012 499
2013 466
2014 539
2015 Q1 399
2015 Q2 243
2015 Q3 248
2015 Q4 224
2016 Q1 177
2016 Q2 140
2016 Q3 184
Rig Count Trends In West Texas
42
Counties in Sharyland Service
Territory – Average Weekly
Rig Count
Period Avg. # of Rigs
2012 294
2013 266
2014 300
2015 Q1 195
2015 Q2 127
2015 Q3 128
2015 Q4 115
2016 Q1 85
2016 Q2 70
2016 Q3 93
Source: Baker Hughes, North American Rotary Rig Count
Hunt Projects
As of November 3, 2016
43
Project State Estimated Costs (1) Status
Golden Spread TX
Net Plant
$90 mm
• In service
• Owned by Sharyland (2); Project expected to be offered to
InfraREIT in the future
Cross Valley TX
Net Plant
$170 mm - $175 mm
• In service
• Owned by Sharyland (2); Project expected to be offered to
InfraREIT in the future
Southline
AZ
NM
~ $800 mm
(excl. financing costs)
• Achieved Phase 3 status in WECC ratings process in 2015
• FERC granted a Petition for Declaratory Order in 2015
• BLM and Western issued Record of Decision in April 2016
• Open solicitation process closed June 30, 2016; submissions
are currently under review by SU FERC (2)
• Filed application with the Arizona Corporation Commission
for a CEC in October 2016
Verde NM
$60 mm - $80 mm
(excl. financing costs)
• Easement agreements reached with three Native American
Pueblos
• BLM published the NOI to prepare an EIS in the Federal
Register in October 2016
(1) For the Southline and Verde Projects, Hunt may opt to partner with other parties in the development of projects depending on their scope, location and cost.
(2) Sharyland Utilities, L.P. and SU FERC, L.L.C. are privately-owned by Hunter L. Hunt and other members of the Ray L. Hunt family, and are managed by Hunter L. Hunt
Disciplined, Multifaceted Pursuit of Growth
44
Footprint Projects
(Funded by InfraREIT)
Hunt Development
team members are
experienced T&D
planners
Hunt Projects
Growth Strategy Growth Drivers
• Population and economic growth across Texas
• Energy-driven economic expansion
• Generator interconnections to Panhandle
Transmission assets
• Hunt T&D projects that are operational, under
construction or under development
• Future T&D projects developed and constructed by
Hunt
• Primarily focused on Texas and the Southwest
• Value enhancing M&A Transactions that build on:
• Hunt’s industry relationships and reputation
• Expertise with REIT structure
Acquire other T&D assets
from third parties
SDTS (2)
Structure Mechanics
45
 SDTS owns our T&D
assets and leases them
to Sharyland
 Sharyland collects rate-
regulated revenue from
other utilities and retail
electric providers
 Sharyland makes regular
lease payments to SDTS
 InfraREIT pays dividends
to stockholders
1
2
3
4
Shareholders
InfraREIT (1)
Hunt Family
Sharyland
Utilities
Customers
T&D Services Cash
Lease
Rent
1
2
3
4
 Ownership (3)
 Hunt Manager
 Hunt Developer
100% Interest
(1) Represents InfraREIT, Inc., InfraREIT Partners, LP (Operating Partnership) and Transmission and Distribution Company, L.L.C. (TDC)
(2) Represents Sharyland Distribution & Transmission Services, L.L.C. (SDTS)
(3) Represents Hunt Transmission Services, L.L.C. (limited partner of the Operating Partnership, shareholder of InfraREIT and Hunt Developer)
Conducted business as a REIT since 2010
Hunt
Consolidated,
Inc.
Board Structure
Management
Related Party
Transactions
Management
Agreement
 9 total members, 6 independent
 CEO, CFO and General Counsel are officers of InfraREIT and Hunt
Manager
 Require majority approval by the independent board members (i.e.
Hunt project acquisitions)
 Responsible for the day-to-day business and legal activities of
InfraREIT
 Annual base fee equal to $14.0 million for April 1, 2016 through March
31, 2017 representing 1.50% of total book equity as of year end 2015
 Capped at $30 million per year
 Incentive fee equal to 20% of quarterly dividends per share in excess
of the threshold distribution amount payable quarterly
 2016 dividend per share: $0.25
 Threshold dividend: $0.27
Governance and Management
46
Existing Lease Mechanics
47
Lease Objectives
InfraREIT
► Rent payments intended to
provide InfraREIT with
approximately 97% of the
projected regulated return on
rate base attributable to
InfraREIT’s assets
Sharyland
► Sharyland recovers operating
and maintenance (O&M) costs
and a portion of the return on
InfraREIT’s rate base
Lease Terms
► InfraREIT is obligated to fund
capex for Footprint Projects
► New assets are added to
leases through supplements
► Lease renewals apply the same
methodology but are updated
for new rate case information
► Approximately 80% – 90% of
rent is a fixed amount – paid
monthly
► Approximately 10% – 20% of
rent is variable based on a
percentage of Sharyland’s
gross revenue less adjustments
– paid quarterly

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3 q2016 earnings_ppt_final

  • 1. InfraREIT, Inc. Q3 2016 Results & Supplemental Information November 3, 2016
  • 2. Safe Harbor Forward Looking Statements These presentations contain “forward-looking statements” about the business, financial performance, contracts, leases and prospects of InfraREIT, Inc. (the Company). Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Company’s actual results, performance or achievements could differ materially from those expressed or implied by any forward-looking statements made in connection with this presentation. The Company’s capabilities or performance, stockholder value as well as any other statements that are not historical facts in this presentation are forward-looking statements that involve certain risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements include, without limitation, decisions by regulators or changes in governmental policies or regulations with respect to the Company’s organizational structure, lease arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, authorized rate of return and other regulatory parameters; the Company’s current reliance on its tenant for all of its revenues and, as a result, the Company’s dependency on its tenant’s solvency and financial and operating performance; risks that the capital expenditures the Company expects will not materialize for a variety of reasons; risks related to future lease negotiations or non-renewal of leases with the Company’s tenant; insufficient cash available to meet distribution requirements; the Company’s ability to make strategic acquisitions that add to its rate base; the price and availability of debt and equity financing; the Company’s level of indebtedness or debt service obligations; cyber breaches, weather conditions or other natural phenomena; the effects of existing and future tax and other laws and governmental regulations; the Company’s failure to qualify or maintain its status as a real estate investment trust (REIT) or changes in the tax laws applicable to REITs; the termination of the Company’s management agreement or the loss of the services of the Company’s manager or other qualified personnel; and adverse economic developments in the electric power industry or in business conditions generally, particularly in Texas. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in the Company’s filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Forward-looking statements speak only as of the date made and reaffirmed, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Legend This presentation contains certain financial measures that are not recognized under generally accepted accounting principles (GAAP). InfraREIT’s management uses non- GAAP measures as important supplemental measures of its operating performance. For example, management uses the cash available for distribution (CAD) measurement when recommending dividends to its Board of Directors. These non-GAAP measures are also presented because management believes they help investors understand InfraREIT’s business, performance and ability to earn and distribute cash to its stockholders by providing perspectives not immediately apparent from net income. InfraREIT has a diverse set of investors, including investors that primarily focus on utilities, yieldcos, MLPs or REITs. Management believes that each of these different classes of investors focus on different types of metrics in their evaluation of InfraREIT. For instance, many utility investors focus on earnings per share (EPS) and management believes its presentation of non-GAAP earnings per share (Non-GAAP EPS) enables a better comparison to other utilities. Management believes it is appropriate to calculate and provide these measures in order to be responsive to these investors. Including the reporting on these measures in InfraREIT’s public disclosures also ensures that this information is available to all of InfraREIT’s investors. The presentation of Non-GAAP EPS; CAD; net income (loss) before interest expense, net, income tax expense, depreciation and amortization (EBITDA); Adjusted EBITDA; funds from operations (FFO); and adjusted FFO (AFFO) in this presentation are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, InfraREIT’s method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similar measures as calculated by other companies that do not use the same methodology as InfraREIT. Reconciliations of these measures to their most directly comparable GAAP measures are included in Schedules 1-5 to this presentation. 2
  • 3. Q3 2016 Highlights  Solid Q3 2016 performance; in line with expectations  Increase in lease revenue and net income  Increase in Non-GAAP EPS, CAD and Adjusted EBITDA  $56.6 million of capital expenditures (accrual basis)  Rate case progressed with issuance of a Preliminary Order  Hunt Projects update  Southline Transmission project • Discussions continue with open solicitation participants • Filed application with the Arizona Corporation Commission for a Certificate of Environmental Compatibility (CEC) in October 2016  Verde Transmission project • Bureau of Land Management (BLM) published the Notice of Intent (NOI) to prepare an Environmental Impact Study (EIS) in the Federal Register in October 2016 3
  • 4. 1.02 1.19 1.35 1.63 1.87 1.95 1.98 1.96 2011 2012 2013 2014 2015 Q1 2016 Q2 2016 Q3 2016 Millions barrels (bbls) / day Permian Region Total Oil Production 4 Change in Annual Average bbls/day 2010-2015 2011 vs. 2010 10.1% 2012 vs. 2011 16.7% 2013 vs. 2012 13.8% 2014 vs. 2013 20.5% 2015 vs. 2014 14.9% Change in Quarterly Average bbls/day 2015-2016 Q2 15 vs. Q1 15 5.7% Q3 15 vs. Q2 15 0.2% Q4 15 vs. Q3 15 0.3% Q1 16 vs. Q4 15 2.7% Q2 16 vs. Q1 16 1.3% Q3 16 vs. Q2 16 -1.0% Source: U.S. EIA Monthly Drilling Productivity Report for the Permian Basin
  • 5. Permian Basin Rig Deployment By County 5 Source: Baker Hughes, North American Rotary Rig Count As of 9/26/2014 (33) (45) (22) (1) (2) (4) (1) (4) (1) (15) (39) (41) (2) (1)(16)(29)(33) As of 9/30/2016 (1) (17) (11) (1) (3) (0) (1) (2) (1) (2) (31) (10) (1) (0)(2)(7)(11) As of 9/25/2015 (11) (21) (9) (2) (1) (0) (1) (3) (1) (3) (29) (16) (0) (0)(3)(14)(12)
  • 6. System Peak Load (MW) Annual Change 2011 230 2012 259 12.6% 2013 296 14.3% 2014 341 15.2% 2015 392 15.0% 2016 YTD (1) 426 8.7% 230 259 296 341 392 426 0 MW 100 MW 200 MW 300 MW 400 MW 2011 2012 2013 2014 2015 2016 2011-2016 Sharyland System Peak Load System Coincident Peak Load (MW) 6 System Coincident Peak Load (MW) Source: Sharyland Utilities (1) 2016 System Coincident Peak occurred on Aug. 8, 2016
  • 7. 2011-2016 Sharyland Distribution Volume Trends 7 Total Distribution GWh (1) 1,240 1,487 1,823 2,148 2,421 1,799 1,915 2011 2012 2013 2014 2015 2015 Q1-Q3 2016 Q1-Q3 19.9% 6.5% 22.6% 17.9% 12.7% Source: Sharyland Utilities (1) Reflects total distribution volumes adjusted for cancel/rebills and normalized weather for 2014-2016. These adjustments netted to a < 2% downward adjustment to 2016 volumes and a < 1% upward adjustment to 2014 and 2015 volumes.
  • 8. Sharyland Distribution: Residential And Industrial Trends 8 Source: Sharyland Utilities (1) Change in net residential customers – end of the period vs. beginning of the period. (2) Change in total billed KW for Primary and Large Secondary (>10 kW) rate classes Growth in Residential Customers (1) Growth in Industrial and Large Business Customer Demand, KW (2) Period % Growth Over Prior Quarter/Year Q1 2015 1.6% Q2 2015 1.2% Q3 2015 1.6% Q4 2015 1.5% 2015 6.0% Q1 2016 0.3% Q2 2016 0.8% Q3 2016 1.7% Q3 2016 vs. Q3 2015 4.3% Period % Growth Over Prior Year 2015 vs 2014 23.8% Q1 2016 vs Q1 2015 16.9% Q2 2016 vs Q2 2015 25.4% Q3 2016 vs Q3 2015 19.7% Q1-Q3 2016 vs Q1-Q3 2015 20.7%
  • 9. 208 208 1,278 2,672 3,172 3,172 3,172 899 1,672 2,321248 2,091 4,094 208 MW 208 MW 1,278 MW 2,672 MW 4,319 MW 6,935 MW 9,587 MW 0 MW 2,000 MW 4,000 MW 6,000 MW 8,000 MW 10,000 MW 2012 2013 2014 2015 2016 2017 2018 Cumulative MW Installed IA Signed - Financial Security Posted IA Signed - No Financial Security Interconnections Agreements For Panhandle Wind Generation 9 Source: ERCOT – Seasonal Assessment of Resource Adequacy (Fall 2016) and Generation Interconnection Status Report (Sept. 2016)
  • 10. Pipeline of Hunt Projects 10 NV CA OK TX AZ NM MEXICO Additional U.S. – Mexico DC Ties Additional South Texas Transmission / Generation Interconnections South Plains Reinforcement Southline Transmission Project Verde Transmission Project Cross Valley Transmission Line Golden Spread Electric Cooperative (GSEC) Interconnection Lubbock Power & Light Interconnection Under Development Operational; Owned by Sharyland Utilities, L.P.
  • 11.  Filed with the PUCT on April 29, 2016 under Docket No. 45414  PUCT approved a preliminary order in October 2016 that requires Sharyland and Sharyland Distribution & Transmission Services, L.L.C. (SDTS) to:  File amended rate filing packages no later than January 1, 2017;  Amend the rate case application to request PUCT approval of a tariff establishing terms and conditions for the leases between Sharyland and SDTS; and  Amend the rate case application to request the PUCT to issue SDTS its own certificate of convenience and necessity (CCN)  We expect other issues to be addressed and resolved during the subsequent phase of the rate case, including:  Approval of leases that comply with PURA and meet with “true lease” requirements  Methodology for regulating the leases and updating lease payments to account for new assets placed in service  Approval of a CCN for SDTS  All other economic issues, including the allowed return on equity, capital structure, income tax allowance and cost of debt Pending Rate Case 11
  • 12. Q3 2016 Performance Summary $ millions, except per share amounts 12 Strong growth in lease revenue and net income, in line with expectations Net Income Attributable to InfraREIT, Inc. Common Stockholders Per Share $0.32 $0.39 Q3 2015 Q3 2016 Lease Revenue $41.5 $49.4 Q3 2015 Q3 2016 +19% Net Income $19.4 $23.6 Q3 2015 Q3 2016 +22% +22%
  • 13. Q3 2016 Performance Summary $ millions, except per share amounts 13 Strong growth in adjusted EBITDA, in line with expectations. CAD and Non-GAAP EPS also in line with expectations, reflecting impact of higher interest expense and depreciation Cash Available for Distribution $17.1 $19.4 Q3 2015 Q3 2016 Non-GAAP EPS $0.28 $0.32 Q3 2015 Q3 2016 Adjusted EBITDA $33.5 $39.7 Q3 2015 Q3 2016 +19% +14% +13%
  • 14. September YTD 2016 Performance Summary $ millions, except per share amounts 14 YTD performance of lease revenue and net income in line with expectations Net Income (Loss) Attributable to InfraREIT, Inc. Common Stockholders Per Share -$0.15 $0.69 YTD 2015 YTD 2016 Lease Revenue $100.3 $116.9 YTD 2015 YTD 2016 +17% Net Income (Loss) -$7.6 $41.6 YTD 2015 YTD 2016
  • 15. September YTD 2016 Performance Summary $ millions, except per share amounts 15 Increase in Adjusted EBITDA, CAD and Non-GAAP EPS in line with expectations, reflecting impact of higher interest expense and depreciation Cash Available for Distribution $53.6 $57.0 YTD 2015 YTD 2016 Non-GAAP EPS (1) $0.90 $0.93 YTD 2015 YTD 2016 Adjusted EBITDA $101.8 $115.6 YTD 2015 YTD 2016 +14% +6% (1) Non-GAAP EPS for the nine months ended September 30, 2016 was based on 60.6 million weighted average shares outstanding compared to 58.8 million weighted average shares outstanding during the same period of 2015. +3%
  • 16. Summary Income Statement Q3 2016 vs. Q3 2015 16 Net income increased in Q3 2016 based on an increase in lease revenue, offset by increased depreciation and interest expense ($ thousands) Q3 2016 Q3 2015 % Change Lease revenue $ 49,419 $ 41,452 19% G&A expense (5,336) (5,504) — Depreciation (11,828) (10,259) 15% Income from operations 32,255 25,689 — Interest expense, net (9,379) (6,723) 40% Other income, net 1,024 707 — Income tax expense (299) (243) — Net income $ 23,601 $ 19,430 22%
  • 17. Summary Income Statement September YTD 2016 vs. September YTD 2015 17 Net income increased YTD 2016 based on an increase in lease revenue and a decrease in G&A due to a lack of IPO related expenses, partially offset by increased depreciation and interest expense ($ thousands) YTD 2016 YTD 2015 % Change Lease revenue $ 116,869 $ 100,282 17% G&A expense (15,861) (58,965) — Depreciation (34,312) (29,438) 17% Income (loss) from operations 66,696 (11,879) — Interest expense, net (27,276) (21,084) 29% Other income, net 2,920 2,180 — Income tax expense (778) (575) — Net income (loss) $ 41,562 $ (7,600) —
  • 18. Non-GAAP EPS Q3 2016 vs. Q3 2015 18 Non-GAAP EPS increased 14%, reflecting net income drivers ($ thousands, except per share amounts) Q3 2016 Amount Per Share Q3 2015 Amount Per Share Net income attributable to InfraREIT, Inc. $ 17,041 $ 0.39 $ 13,972 $ 0.32 Net income attributable to noncontrolling interest 6,560 0.39 5,458 0.32 Net income 23,601 0.39 19,430 0.32 Non-cash reorganization structuring fee — — — — Reorganization expenses — — — — Percentage rent adjustment (2,998) (0.05) (2,791) (0.05) Base rent adjustment (1,396) (0.02) 338 0.01 Non-GAAP net income (1) $ 19,207 $ 0.32 $ 16,977 $ 0.28 (1) Non-GAAP EPS for the quarters ended September 30, 2016 and 2015 was based on 60.6 million weighted average shares outstanding.
  • 19. Non-GAAP EPS September YTD 2016 vs. September YTD 2015 19 Non-GAAP EPS increased 3%, reflecting net income drivers and higher weighted average shares outstanding during 2016 due to the timing of InfraREIT’s IPO ($ thousands, except per share amounts) YTD 2016 Amount Per Share YTD 2015 Amount Per Share Net income (loss) attributable to InfraREIT, Inc. $ 29,964 $ 0.69 $ (6,539) $ (0.15) Net income (loss) attributable to noncontrolling interest 11,598 0.68 (1,061) (0.07) Net income (loss) 41,562 0.69 (7,600) (0.13) Non-cash reorganization structuring fee — — 44,897 0.76 Reorganization expenses — — 333 0.01 Percentage rent adjustment 10,038 0.16 9,768 0.17 Base rent adjustment 4,602 0.08 5,469 0.09 Non-GAAP net income (1) $ 56,202 $ 0.93 $ 52,867 $ 0.90 (1) Non-GAAP EPS for the nine months ended September 30, 2016 was based on 60.6 million weighted average shares outstanding compared to 58.8 million weighted average shares outstanding during the same period of 2015.
  • 20. Cash Available For Distribution Q3 2016 vs. Q3 2015 20 CAD increased 13% for the quarter, reflecting growth in lease revenue ($ thousands) Q3 2016 Q3 2015 Increase $ % Net income $ 23,601 $ 19,430 Depreciation 11,828 10,259 Non-cash reorganization structuring fee — — Percentage rent adjustment (2,998) (2,791) Base rent adjustment (1,396) 338 Amortization of deferred financing costs 1,003 612 Reorganization expenses — — Non-cash equity compensation 230 185 Other income, net (1,024) (707) Capital expenditures to maintain net assets (11,828) (10,259) Cash Available For Distribution (CAD) $ 19,416 $ 17,067 $ 2,349 13%
  • 21. Cash Available For Distribution September YTD 2016 vs. September YTD 2015 21 YTD 2016 CAD grew by 6% over YTD 2015, reflecting growth in lease revenue ($ thousands) YTD 2016 YTD 2015 Increase $ % Net income (loss) $ 41,562 $ (7,600) Depreciation 34,312 29,438 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment 10,038 9,768 Base rent adjustment 4,602 5,469 Amortization of deferred financing costs 3,010 2,436 Reorganization expenses — 333 Non-cash equity compensation 750 493 Other income, net (2,920) (2,180) Capital expenditures to maintain net assets (34,312) (29,438) Cash Available For Distribution (CAD) $ 57,042 $ 53,616 $ 3,426 6%
  • 22. Debt Obligations and Available Liquidity $ millions 22 Long-Term Debt (rate / maturity) Outstanding As of September 30, 2016 TDC – Senior Secured Notes (8.50% / December 30, 2020) $ 17.8 SDTS – Senior Secured Notes (5.04% / June 20, 2018) 60.0 SDTS – Senior Secured Notes, Series A (3.86% / December 3, 2025) 400.0 SDTS – Senior Secured Notes, Series B (3.86% / January 14, 2026) 100.0 SDTS – Senior Secured Notes (7.25% / December 30, 2029) 43.1 SDTS – Senior Secured Notes (6.47% / September 30, 2030) 98.5 Total $ 719.4 Liquidity Facilities Amount Outstanding As of September 30, 2016 Available InfraREIT Partners Revolver $ 75.0 $ — $ 75.0 SDTS Revolver 250.0 92.5 157.5 Total $ 325.0 $ 92.5 $ 232.5 Cash (as of September 30, 2016) 11.0 Total Available Liquidity $ 243.5
  • 23. Growth and Financing Strategy 23 Focus on Regulated T&D Opportunities Maintain Strong Financial Profile Grow Dividends ► Sign multi-year leases that reflect regulated rate structure ► Minimize regulatory lag through regulatory filings ► Construct Footprint Projects ► Acquire Hunt projects ► Opportunistically acquire T&D assets ► Maintain significant liquidity to support capex plan and financial flexibility ► Maintain 55% debt to capitalization at InfraREIT’s regulated subsidiary, SDTS ► Target consolidated credit metrics of 60% debt to capitalization and 12% AFFO to debt
  • 24.  Reaffirming FY 2016 guidance metrics with the following ranges:  CAD $70 million - $76 million  Non-GAAP EPS $1.15 - $1.25  Annualized dividends per share $1.00  Updating FY 2016 guidance metrics with the following ranges:  Net income $67 million - $73 million  Net income attributable to InfraREIT, Inc. common shareholders per share range $1.10 – $1.20  Lowering guidance for footprint capital expenditures for 2016 – 2018 in the range of $470 million - $630 million  Due to lower levels of commitments and follow-through in customer-identified projects and forecasts; a slower pace of load growth; and the relative geographic concentration of recent and expected load growth in Sharyland’s service territory  Suspending guidance for 2017 and beyond for all other metrics due to the uncertain impacts of the treatment of our leases as part of an SDTS tariff  Expect to reset guidance after the rate case  Expect to maintain annualized dividends of $1.00 per share through the rate case Forward Outlook 24
  • 25. 2016E - 2018E Footprint Capital Expenditures (1) $ millions 25 (1) Footprint Projects are transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets Forecast range of $470 million - $630 million for 2016 – 2018 2016 2017 2018 Base Distribution $80 - $85 $35 - $60 $35 - $60 Base Transmission $120 - $125 $45 - $75 $20 - $50 Base Footprint Capex $200 - $210 $80 - $135 $55 - $110 Synchronous Condensers $10 - $15 $45 - $50 $15 - $30 Second Circuit $10 - $15 $50 - $55 $5 - $10 Total Footprint Capex $220 - $240 $175 - $240 $75 - $150
  • 27. Schedule 1: Reconciliation of Non-GAAP EPS Q3 2016 vs. Q3 2015 27 Non-GAAP EPS InfraREIT defines non-GAAP net income as net income (loss) adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) adding back the reorganization expense related to the Company’s initial public offering (IPO) and related reorganization transactions, (c) adding back the expense related to the contingent consideration issued as deemed capital credits, (d) a quarterly, not annual, adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period and (e) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP. The Company defines Non-GAAP EPS as non-GAAP net income (loss) divided by the weighted average shares outstanding calculated in the manner described in the footnotes below. The following table set forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for the three months ended September 30, 2016 and 2015: ($ thousands, except per share amounts) Q3 2016 Amount Per Share (3) Q3 2015 Amount Per Share (4) Net income attributable to InfraREIT, Inc. $ 17,041 $ 0.39 $ 13,972 $ 0.32 Net income attributable to noncontrolling interest 6,560 0.39 5,458 0.32 Net income 23,601 0.39 19,430 0.32 Non-cash reorganization structuring fee — — — — Reorganization expenses — — — — Percentage rent adjustment (1) (2,998) (0.05) (2,791) (0.05) Base rent adjustment (2) (1,396) (0.02) 338 0.01 Non-GAAP net income $ 19,207 $ 0.32 $ 16,977 $ 0.28
  • 28. Schedule 1: Reconciliation of Non-GAAP EPS September YTD 2016 vs. September YTD 2015 28 Non-GAAP EPS The following table set forth a reconciliation of net income (loss) attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS for the nine months ended September 30, 2016 and 2015: ($ thousands, except per share amounts) YTD 2016 Amount Per Share (5) YTD 2015 Amount Per Share (6) Net income (loss) attributable to InfraREIT, Inc. $ 29,964 $ 0.69 $ (6,539) $ (0.15) Net income (loss) attributable to noncontrolling interest 11,598 0.68 (1,061) (0.15) Net income (loss) 41,562 0.69 (7,600) (0.13) Non-cash reorganization structuring fee — — 44,897 0.76 Reorganization expenses — — 333 0.01 Percentage rent adjustment (1) 10,038 0.16 9,768 0.17 Base rent adjustment (2) 4,602 0.08 5,469 0.09 Non-GAAP net income $ 56,202 $ 0.93 $ 52,867 $ 0.90
  • 29. Schedule 1: Reconciliation of Non-GAAP EPS (1) Represents the difference between the amount of percentage rent payments and the amount recognized during the applicable period, if any. Although the Company receives percentage rent payments related to each quarter, it does not recognize lease revenue related to these percentage rent payments until the Company’s tenant’s annual gross revenues exceed minimum specified annual breakpoints under the leases. (2) This adjustment relates to the difference between the timing of cash base rent payments made under the Company’s leases and when the Company recognizes base rent revenue under GAAP. The Company recognizes base rent on a straight-line basis over the applicable term of the lease commencing when the related assets are placed in service, which is frequently different than the period in which the cash rent becomes due. (3) The weighted average common shares outstanding during the three months ended September 30, 2016 of 43.7 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the three months ended September 30, 2016 of 16.9 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding during the three months ended September 30, 2016 of 60.6 million was used for the remainder of the per share calculations. (4) The weighted average shares outstanding of 43.6 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding of 17.0 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average shares and redeemable partnership units outstanding of 60.6 million was used for the remainder of the per share calculations. (5) The weighted average common shares outstanding during the nine months ended September 30, 2016 of 43.6 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the nine months ended September 30, 2016 of 17.0 million was used to calculate net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding during the nine months ended September 30, 2016 of 60.6 million was used for the remainder of the per share calculations. (6) The weighted average common shares outstanding during the nine months ended September 30, 2015 of 42.8 million was used to calculate net loss attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding during the nine months ended September 30, 2015 of 16.0 million was used to calculate net loss attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding during the nine months ended September 30, 2015 of 58.8 million was used for the remainder of the per share calculations. 29
  • 30. Schedule 2: Explanation and Reconciliation of CAD Q3 2016 vs. Q3 2015 30 CAD The Company defines CAD in a manner that it believes is appropriate to show its core operational performance, which includes a deduction of the portion of capital expenditures needed to maintain its net assets. This deduction equals depreciation expense within the applicable period. The portion of the capital expenditures in excess of depreciation, which the Company refers to as growth capital expenditures, will increase the Company’s net assets. The CAD calculation also includes various other adjustments from net income, as outlined below and described in more detail on Schedules 1, 3 and 4. The following table sets forth a reconciliation of net income to CAD for the three months ended September 30, 2016 and 2015: ($ thousands) Q3 2016 Q3 2015 Net income $ 23,601 $ 19,430 Depreciation 11,828 10,259 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (2,998) (2,791) Base rent adjustment (2) (1,396) 338 Amortization of deferred financing costs 1,003 612 Reorganization expenses — — Non-cash equity compensation 230 185 Other income, net (3) (1,024) (707) Capital expenditures to maintain net assets (11,828) (10,259) CAD $ 19,416 $ 17,067
  • 31. Schedule 2: Explanation and Reconciliation of CAD September YTD 2016 vs. September YTD 2015 31 CAD The following table sets forth a reconciliation of net income (loss) to CAD for the nine months ended September 30, 2016 and 2015: ($ thousands) YTD 2016 YTD 2015 Net income (loss) $ 41,562 $ (7,600) Depreciation 34,312 29,438 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) 10,038 9,768 Base rent adjustment (2) 4,602 5,469 Amortization of deferred financing costs 3,010 2,436 Reorganization expenses — 333 Non-cash equity compensation 750 493 Other income, net (3) (2,920) (2,180) Capital expenditures to maintain net assets (34,312) (29,438) CAD $ 57,042 $ 53,616 (1) See footnote (1) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS (2) See footnote (2) on Schedule 1 on Explanation and Reconciliation on Non-GAAP EPS (3) Includes allowance for funds used during construction (AFUDC) on other funds of $1.0 million and $0.7 million for the three months ended September 30, 2016 and 2015, respectively, and $2.9 million and $2.2 million for the nine months ended September 30, 2016 and 2015, respectively.
  • 32. Schedule 3: Explanation and Reconciliation of EBITDA and Adjusted EBITDA Q3 2016 vs. Q3 2015 32 EBITDA and Adjusted EBITDA InfraREIT defines EBITDA as net income (loss) before interest expense, net; income tax expense; depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions and (e) adjusting for other income (expense), net. The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended September 30, 2016 and 2015: ($ thousands) Q3 2016 Q3 2015 Net income $ 23,601 $ 19,430 Interest expense, net 9,379 6,723 Income tax expense 299 243 Depreciation 11,828 10,259 EBITDA 45,107 36,655 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (2,998) (2,791) Base rent adjustment (2) (1,396) 338 Reorganization expenses — — Other income, net (3) (1,024) (707) Adjusted EBITDA $ 39,689 $ 33,495 (1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
  • 33. Schedule 3: Explanation and Reconciliation of EBITDA and Adjusted EBITDA September YTD 2016 vs. September YTD 2015 33 EBITDA and Adjusted EBITDA The following table sets forth a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the nine months ended September 30, 2016 and 2015: ($ thousands) YTD 2016 YTD 2015 Net income (loss) $ 41,562 $ (7,600) Interest expense, net 27,276 21,084 Income tax expense 778 575 Depreciation 34,312 29,438 EBITDA 103,928 43,497 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) 10,038 9,768 Base rent adjustment (2) 4,602 5,469 Reorganization expenses — 333 Other income, net (3) (2,920) (2,180) Adjusted EBITDA $ 115,648 $ 101,784 (1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
  • 34. Schedule 4: Explanation of FFO and AFFO 34 FFO and AFFO The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (computed in accordance with GAAP), excluding gains and losses from sales of property (net) and impairments of depreciated real estate, plus real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Applying the NAREIT definition to the Company’s consolidated financial statements, which is the basis for the FFO and the reconciliations below, results in FFO representing net income (loss) before depreciation, impairment of assets and gain (loss) on sale of assets. FFO does not represent cash generated from operations as defined by GAAP and it is not indicative of cash available to fund all cash needs, including distributions. AFFO is defined as FFO adjusted in a manner the Company believes is appropriate to show its core operational performance, including: (a) adding back the non-cash reorganization structuring fee, (b) a quarterly, not annual, adjustment for the difference between the amount of percentage rent payments that the Company expects to receive with respect to the applicable period and the amount of percentage rent the Company recognizes under GAAP during the period, (c) an adjustment for the difference between the amount of base rent payments that the Company receives with respect to the applicable period and the amount of straight-line base rent recognized under GAAP, (d) adding back the reorganization expense related to the Company’s IPO and related reorganization transactions and (e) adjusting for other income (expense), net.
  • 35. Schedule 4: Reconciliation of FFO and AFFO Q3 2016 vs. Q3 2015 35 FFO and AFFO The following table sets forth a reconciliation of net income to FFO and AFFO for the three months ended September 30, 2016 and 2015: ($ thousands) Q3 2016 Q3 2015 Net income $ 23,601 $ 19,430 Depreciation 11,828 10,259 FFO 35,429 29,689 Non-cash reorganization structuring fee — — Percentage rent adjustment (1) (2,998) (2,791) Base rent adjustment (2) (1,396) 338 Reorganization expenses — — Other income, net (3) (1,024) (707) AFFO $ 30,011 $ 26,529 (1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
  • 36. Schedule 4: Reconciliation of FFO and AFFO September YTD 2016 vs. September YTD 2015 36 FFO and AFFO The following table sets forth a reconciliation of net income (loss) to FFO and AFFO for the nine months ended September 30, 2016 and 2015: ($ thousands) YTD 2016 YTD 2015 Net income (loss) $ 41,562 $ (7,600) Depreciation 34,312 29,438 FFO 75,874 21,838 Non-cash reorganization structuring fee — 44,897 Percentage rent adjustment (1) 10,038 9,768 Base rent adjustment (2) 4,602 5,469 Reorganization expenses — 333 Other income, net (3) (2,920) (2,180) AFFO $ 87,594 $ 80,125 (1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (2) See footnote (2) on Schedule 1 on Explanation and Reconciliation of Non-GAAP EPS (3) See footnote (3) on Schedule 2 on Explanation and Reconciliation of CAD
  • 37. Schedule 5: Forecasted Guidance for 2016 Reconciliation of GAAP to Non-GAAP 37 Forecasted Guidance for 2016 The Company provides yearly guidance for the supplemental financial measures it uses in evaluating the Company’s operating performance. These metrics include Non-GAAP EPS and CAD. These financial measures help the Company and investors better understand the Company’s business, performance and ability to earn and distribute cash to stockholders by providing perspectives not immediately apparent from net income. The following table sets forth a reconciliation of the forecasted GAAP net income attributable to InfraREIT, Inc. per share to Non- GAAP EPS for the year ending December 31, 2016: (Per share amounts) Low High Net income attributable to InfraREIT, Inc. $ 1.10 $ 1.20 Net income attributable to noncontrolling interest 1.10 1.20 Net income 1.10 1.20 Base rent adjustment 0.05 0.05 Non-GAAP net income $ 1.15 $ 1.25
  • 38. Schedule 5: Forecasted Guidance for 2016 Reconciliation of GAAP to Non-GAAP 38 Forecasted Guidance for 2016 The following table sets forth a reconciliation of the forecasted GAAP net income to CAD for the year ending December 31, 2016: ($ millions) Low High Net income $ 67 $ 73 Depreciation 47 47 Base rent adjustment 3 3 Amortization of deferred financing costs 3 3 Non-cash equity compensation 1 1 Other income, net (4) (4) Capital expenditures to maintain net assets (47) (47) CAD $ 70 $ 76
  • 40. Attractive Asset Profile Transmission ► ~75% of our rate base is transmission ► ~848 circuit miles of transmission lines ► Transmission Operations Center ► Railroad DC Tie with Mexico (300 MW) Distribution ► ~25% of our rate base is distribution ► ~35,300 circuit miles of overhead distribution lines ► ~4,600 circuit miles of underground distribution lines ► ~54,000 electric delivery points As of December 31, 2015 40
  • 41. Sharyland Service Territory in West Texas 41 Dallas Austin San Antonio Source: Sharyland Utilities
  • 42. Total Permian Basin – Average Weekly Rig Count Period Avg. # of Rigs 2012 499 2013 466 2014 539 2015 Q1 399 2015 Q2 243 2015 Q3 248 2015 Q4 224 2016 Q1 177 2016 Q2 140 2016 Q3 184 Rig Count Trends In West Texas 42 Counties in Sharyland Service Territory – Average Weekly Rig Count Period Avg. # of Rigs 2012 294 2013 266 2014 300 2015 Q1 195 2015 Q2 127 2015 Q3 128 2015 Q4 115 2016 Q1 85 2016 Q2 70 2016 Q3 93 Source: Baker Hughes, North American Rotary Rig Count
  • 43. Hunt Projects As of November 3, 2016 43 Project State Estimated Costs (1) Status Golden Spread TX Net Plant $90 mm • In service • Owned by Sharyland (2); Project expected to be offered to InfraREIT in the future Cross Valley TX Net Plant $170 mm - $175 mm • In service • Owned by Sharyland (2); Project expected to be offered to InfraREIT in the future Southline AZ NM ~ $800 mm (excl. financing costs) • Achieved Phase 3 status in WECC ratings process in 2015 • FERC granted a Petition for Declaratory Order in 2015 • BLM and Western issued Record of Decision in April 2016 • Open solicitation process closed June 30, 2016; submissions are currently under review by SU FERC (2) • Filed application with the Arizona Corporation Commission for a CEC in October 2016 Verde NM $60 mm - $80 mm (excl. financing costs) • Easement agreements reached with three Native American Pueblos • BLM published the NOI to prepare an EIS in the Federal Register in October 2016 (1) For the Southline and Verde Projects, Hunt may opt to partner with other parties in the development of projects depending on their scope, location and cost. (2) Sharyland Utilities, L.P. and SU FERC, L.L.C. are privately-owned by Hunter L. Hunt and other members of the Ray L. Hunt family, and are managed by Hunter L. Hunt
  • 44. Disciplined, Multifaceted Pursuit of Growth 44 Footprint Projects (Funded by InfraREIT) Hunt Development team members are experienced T&D planners Hunt Projects Growth Strategy Growth Drivers • Population and economic growth across Texas • Energy-driven economic expansion • Generator interconnections to Panhandle Transmission assets • Hunt T&D projects that are operational, under construction or under development • Future T&D projects developed and constructed by Hunt • Primarily focused on Texas and the Southwest • Value enhancing M&A Transactions that build on: • Hunt’s industry relationships and reputation • Expertise with REIT structure Acquire other T&D assets from third parties
  • 45. SDTS (2) Structure Mechanics 45  SDTS owns our T&D assets and leases them to Sharyland  Sharyland collects rate- regulated revenue from other utilities and retail electric providers  Sharyland makes regular lease payments to SDTS  InfraREIT pays dividends to stockholders 1 2 3 4 Shareholders InfraREIT (1) Hunt Family Sharyland Utilities Customers T&D Services Cash Lease Rent 1 2 3 4  Ownership (3)  Hunt Manager  Hunt Developer 100% Interest (1) Represents InfraREIT, Inc., InfraREIT Partners, LP (Operating Partnership) and Transmission and Distribution Company, L.L.C. (TDC) (2) Represents Sharyland Distribution & Transmission Services, L.L.C. (SDTS) (3) Represents Hunt Transmission Services, L.L.C. (limited partner of the Operating Partnership, shareholder of InfraREIT and Hunt Developer) Conducted business as a REIT since 2010 Hunt Consolidated, Inc.
  • 46. Board Structure Management Related Party Transactions Management Agreement  9 total members, 6 independent  CEO, CFO and General Counsel are officers of InfraREIT and Hunt Manager  Require majority approval by the independent board members (i.e. Hunt project acquisitions)  Responsible for the day-to-day business and legal activities of InfraREIT  Annual base fee equal to $14.0 million for April 1, 2016 through March 31, 2017 representing 1.50% of total book equity as of year end 2015  Capped at $30 million per year  Incentive fee equal to 20% of quarterly dividends per share in excess of the threshold distribution amount payable quarterly  2016 dividend per share: $0.25  Threshold dividend: $0.27 Governance and Management 46
  • 47. Existing Lease Mechanics 47 Lease Objectives InfraREIT ► Rent payments intended to provide InfraREIT with approximately 97% of the projected regulated return on rate base attributable to InfraREIT’s assets Sharyland ► Sharyland recovers operating and maintenance (O&M) costs and a portion of the return on InfraREIT’s rate base Lease Terms ► InfraREIT is obligated to fund capex for Footprint Projects ► New assets are added to leases through supplements ► Lease renewals apply the same methodology but are updated for new rate case information ► Approximately 80% – 90% of rent is a fixed amount – paid monthly ► Approximately 10% – 20% of rent is variable based on a percentage of Sharyland’s gross revenue less adjustments – paid quarterly