11-K 1 tep11k12312024.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    . 

Commission File Number 1-5924


A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Tucson Electric Power Company 401(k) Plan

88 East Broadway Boulevard
Tucson, Arizona 85701


B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Fortis Inc.
Fortis Place, Suite 1100 
5 Springdale Street
St. John’s, Newfoundland and Labrador
Canada, A1E 0E4





Table of Contents

* Supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because they are not applicable.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Participants
Tucson Electric Power Company 401(k) Plan
Tucson, Arizona
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Tucson Electric Power Company 401(k) Plan (the “Plan”) as of December 31, 2024, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2024, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.    
/s/ BDO USA, P.C.
BDO USA, P.C.
Denver, Colorado
June 20, 2025
We have served as the Plan’s auditor since 2025.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Participants and Plan Administrator of
Tucson Electric Power Company 401(k) Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Tucson Electric Power Company 401(k) Plan (the “Plan”) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information
The supplemental information contained in the schedule of assets (held at end of year) has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
    
/s/ R&A CPAs, a professional corporation
R&A CPAs, a professional corporation
Tucson, Arizona
June 12, 2024
We served as the Plan’s auditor from 2018-2024.
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TUCSON ELECTRIC POWER COMPANY 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
December 31,
20242023
ASSETS
Investments
Mutual Funds$473,687 $400,199 
Common/Collective Trust7,453 9,223 
Self-Directed Brokerage Accounts26,146 24,125 
Fortis Inc. Common Stock1,870 1,359 
Total Investments at Fair Value509,156 434,906 
Receivables
Notes Receivable from Participants9,541 8,192 
Total Receivables9,541 8,192 
Net Assets Available for Benefits$518,697 $443,098 

The accompanying notes are an integral part of these financial statements.

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TUCSON ELECTRIC POWER COMPANY 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
Year Ended December 31,
2024
ADDITIONS:
Investment Income
Net Appreciation in Fair Value of Investments$65,159 
Interest and Dividends16,007 
Total Investment Income 81,166 
Interest Income on Notes Receivable from Participants762 
Contributions
Employee 401(k) Deferral22,411 
Employer Match9,528 
Employee Rollover3,860 
Total Contributions35,799 
Total Additions 117,727 
DEDUCTIONS:
Benefits Paid to Participants41,834 
Administrative Expenses294 
Total Deductions42,128 
Net Increase (Decrease) in Net Assets Available for Benefits75,599 
Net Assets Available for Benefits, Beginning of Year443,098 
Net Assets Available for Benefits, End of Year$518,697 

The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF PLAN
The following description of the Tucson Electric Power Company 401(k) Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan originally effective in 1985. The Plan has been amended to comply with tax legislation and most recently restated effective January 1, 2022. All regular employees of Tucson Electric Power Company (Plan Sponsor) and participating subsidiaries of UNS Energy Corporation (UNS Electric, Inc. and UNS Gas, Inc.), the parent company of the Plan Sponsor (collectively, the Company), who are employed by the Company on or after January 1, 1985, are eligible to participate. Except as set forth in Note 2, Subsequent Events, effective January 1, 2024, the Plan was amended to allow student interns who meet certain service hour requirements to be eligible to participate. UNS Energy is an indirect wholly-owned subsidiary of Fortis Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code (IRC), as amended.
Administration
The Company’s Pension Committee (the Plan Administrator), comprised of three or more employees, administers the Plan. Fidelity Management Trust Company (the Trustee) serves as Trustee of all Plan investments. Fidelity Workplace Services LLC serves as recordkeeper for the Plan.
Contributions
The Plan includes a salary deferral arrangement allowed under Section 401(k) of the IRC. Eligible participants are permitted to elect up to 25% (50% for participants employed by UNS Electric, Inc. or UNS Gas, Inc.) of their compensation to be contributed as pre-tax 401(k) contributions to the Plan. Participants who have attained age 50 before the end of the taxable year are eligible to make catch-up contributions. Participants are permitted to elect Roth (after-tax) contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). Contributions are subject to certain Internal Revenue Service (IRS) limitations.
Participants direct the investment of contributions into various investment options offered by the Plan. The Plan permits participants to direct up to 20% of their compensation deferral contributions into the Fortis Inc. common stock fund. Participants cannot contribute to the common stock fund if the contribution will increase the balance of common stock to greater than 20% of their account balance.
The Plan includes an auto-enrollment provision whereby all newly eligible employees, except those under certain collective bargaining agreements, are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 3% of eligible compensation on a pre-tax basis and their contributions invested in a designated balanced fund until changed by the participant.
The Company may, at its discretion, make matching contributions to each participant’s account in an amount equal to a percentage of the participant’s compensation as defined by the Plan for that payroll period subject to certain limitations, including the amount contributed to the Plan. For the Plan years ended December 31, 2024 and 2023, the Company made matching contributions: (i) to Tucson Electric Power Company unclassified employees of 100% of employee deferrals up to 4.5% of eligible compensation; (ii) to UNS Gas, Inc. and UNS Electric, Inc. unclassified employees of 50% of employee deferrals up to 6% of eligible compensation; and (iii) per applicable collective bargaining agreements for classified employees.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s matching contribution, and an allocation of Plan earnings or losses. Allocations are based on participant earnings, account balances, or participant transactions, as defined.
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NOTES TO FINANCIAL STATEMENTS (Continued)
Vesting
Participants are 100% vested immediately in their contributions and matching contributions, plus actual earnings thereon.
Notes Receivable from Participants
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Note terms may not exceed five years, except notes used to purchase a principal residence, which may have a term up to 15 years. Note repayments are made every two weeks through payroll deductions and are considered to be in default if all payments are not made for any three-month period. When a participant fails to repay a note in full, the value of the participant’s account is immediately reduced by the amount of unpaid principal and interest and/or any distribution is reduced by the amount of the remaining unpaid principal and interest. Each note is secured by the balance of the participant’s account and bears a fixed rate of interest of the prime rate at note origination plus 2.00%.
Benefit Payments
Upon termination of service, death, disability, or retirement, a participant may elect to receive the value of the vested interest in his or her account in the form of a lump sum distribution. The Plan allows installment payments to participants upon severance of employment after age 55 or upon severance of employment prior to age 55 for participants that have attained age 59½ at the time of the distribution request. The Plan allows for in-service distributions when a participant reaches age 59½, as well as hardship distributions subject to Plan provisions. The Plan also allows participants to withdraw any amount from their rollover account at any time. If a participant terminates employment and the participant’s account balance does not exceed $1,000, the Plan Administrator will authorize the benefit payment without the participant’s consent.
Hardship Withdrawals
Participants may withdraw the vested portion of their individual account balance in the event of financial hardship due to an immediate and heavy financial need as defined in the Plan document.
New Accounting Standards Issued and Not Yet Adopted
New authoritative accounting guidance issued by the Financial Accounting Standards Board was assessed and either determined to not be applicable or is expected to have an insignificant impact on the Plan and disclosures.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual basis of accounting and in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America applicable to employee benefit plans subject to ERISA.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures about contingent assets and liabilities as of the dates of the financial statements. Actual results may differ from these estimates.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan Administrator determines the Plan’s valuation policies utilizing information provided by the investment advisors and trustees. See Note 3 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net Appreciation in Fair Value of Investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
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NOTES TO FINANCIAL STATEMENTS (Continued)
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on an accrual basis. Loan fees are recorded as administrative expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2024 and 2023. If a participant ceases to make note repayments for any three-month period and the Plan Administrator deems the participant note to be in default, the participant note balance is reduced and a benefit payment is recorded based on the terms of the Plan document.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Fees related to the administration of notes receivable from participants, brokerage account fees, and investment management services, including an annual participant administrative fee, are charged directly to the participant’s account and are included in Administrative Expenses on the Statement of Changes in Net Assets Available for Benefits.
Subsequent Events
Management evaluated the impact of events and transactions that occurred after December 31, 2024, up to June 20, 2025, the date these financial statements were issued, for potential recognition or disclosure in the financial statements.
In 2025, the Plan was amended to require the Company to make non-elective employer contributions for newly hired or rehired employees, excluding student interns, equal to 6% of the eligible participant's compensation and to allow the Company to make discretionary matching contributions of 100% of employee deferrals up to 4.5% of eligible compensation. This amendment was effective January 1, 2025, for unclassified and certain classified employees and June 1, 2025, for certain additional classified employees.
Effective June 1, 2025, the salary deferral limit increased to 75% for all unclassified and certain classified employees.

NOTE 3. FAIR VALUE OF INVESTMENTS
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Plan has no investments categorized as Level 2 or Level 3. The three levels of the fair value hierarchy are described as follows:
•Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access;
•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:
–quoted prices for similar assets or liabilities in active markets;
–quoted prices for identical or similar assets or liabilities in inactive markets;
–inputs other than quoted prices that are observable for the asset or liability;
–inputs that are derived principally from or corroborated by observable market data by correlation or other means.
    If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
•Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair market value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
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NOTES TO FINANCIAL STATEMENTS (Continued)
Below are descriptions of the valuation methodologies used for assets measured at fair value:
•Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded;
•Self-Directed Brokerage Accounts: Investments held in participant self-directed accounts are typically market-traded securities. As such, the statement value will be the price of the security’s last trade registered on the security’s market of record on the reporting date;
•Fortis Inc. Common Stock: Valued at the closing market price reported on the New York Stock Exchange. The Fortis Inc. common stock fund is comprised of shares of Fortis Inc. common stock as well as cash and cash equivalents to facilitate execution of daily transactions; and
•Common/Collective Trust: Valued at the NAV of units of the bank collective trust. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to temporarily delay withdrawal for 12 months from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
The following tables set forth the Plan's assets by level within the fair value hierarchy. Investments valued based on the NAV as a practical expedient are excluded from the fair value hierarchy:
(in thousands)Level 1NAVTotal
December 31, 2024
Mutual Funds$473,687 $— $473,687 
Self-Directed Brokerage Accounts26,146 — 26,146 
Fortis Inc. Common Stock1,870 — 1,870 
Common/Collective Trust— 7,453 7,453 
Total Investments at Fair Value$501,703 $7,453 $509,156 
December 31, 2023
Mutual Funds$400,199 $— $400,199 
Self-Directed Brokerage Accounts24,125 — 24,125 
Fortis Inc. Common Stock1,359 — 1,359 
Common/Collective Trust— 9,223 9,223 
Total Investments at Fair Value$425,683 $9,223 $434,906 

NOTE 4. PLAN TAX STATUS
The Plan is placing reliance on an opinion letter received from the IRS dated September 6, 2017, indicating that the Plan is qualified under Section 401 of the IRC and is, therefore, not subject to tax under current income tax law. Although the Plan has been amended since receiving the opinion letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. The Plan Administrator believes that the Plan is qualified and is tax-exempt.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Management does not believe any such uncertain positions exist. The Plan is subject to audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

NOTE 5. PARTY-IN-INTEREST AND RELATED PARTY TRANSACTIONS
Certain Plan investments are managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan, therefore, the investment transactions qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included in Administrative Expenses on the Statement of Changes in Net
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NOTES TO FINANCIAL STATEMENTS (Concluded)
Assets Available for Benefits. The Plan also issues loans to participants which are secured by the vested balance of the participants' accounts.
As of December 31, 2024, the Plan held 44,939 shares of Fortis Inc. common stock with a cost basis of $1,819,900. As of December 31, 2023, the Plan held 33,015 shares of Fortis Inc. common stock with a cost basis of $1,323,133. During the year ended December 31, 2024, the Plan recorded dividend income from Fortis Inc. common stock of $67,498, which is included in Interest and Dividends on the Statement of Changes in Net Assets Available for Benefits.
All of these party-in-interest transactions are exempt from the prohibited transaction rules of ERISA.

NOTE 6. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

NOTE 7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.

NOTE 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of Net Assets Available for Benefits from the financial statements to Form 5500:
December 31,
(in thousands)20242023
Net Assets Available for Benefits$518,697 $443,098 
Deemed Distributions(108)(131)
Net Assets Available for Benefits per Form 5500$518,589 $442,967 
The following is a reconciliation of the Change in Net Assets Available for Benefits from the financial statements to Form 5500:
Year Ended December 31,
(in thousands)2024
Net Increase (Decrease) in Net Assets Available for Benefits$75,599 
Deemed Distributions, Net82 
Previously Defaulted Loan Distributions(59)
Net Increase (Decrease) in Net Assets Available for Benefits per Form 5500$75,622 
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SUPPLEMENTAL INFORMATION

TUCSON ELECTRIC POWER COMPANY 401(K) PLAN
E.I.N. 86-0062700 PLAN NO. 007
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2024
(a)(b)
Identity of Issue, Borrower, Lessor, or Similar Party		(c)


Description of Investment		(d)


Cost **		(e)

Current
Value
Mutual Funds:
VanguardValue Index$7,115,618 
VanguardGrowth Index9,645,172 
VanguardSmall Cap Index1,023,314 
VanguardSmall Cap Growth Index545,779 
VanguardSmall Cap Value Index5,510,356 
VanguardMid Cap Value Index3,540,477 
FranklinUtilities Fund Class R66,480,778 
JanusFlexible Bond Fund Class N13,726,969 
JPMorganEquity Income R612,452,150 
*FidelityU.S. Bond Index6,215,192 
*Fidelity500 Index38,060,891 
*FidelityMid Cap Index2,725,464 
*FidelityInternational Index9,608,071 
*FidelityFreedom Index Income1,131,567 
*FidelityFreedom Index 2010784,920 
*FidelityFreedom Index 20151,924,439 
*FidelityFreedom Index 20205,082,451 
*FidelityFreedom Index 202512,572,421 
*FidelityFreedom Index 203021,793,783 
*FidelityFreedom Index 203524,228,882 
*FidelityFreedom Index 204034,375,906 
*FidelityFreedom Index 204528,840,622 
*FidelityFreedom Index 205022,727,890 
*FidelityFreedom Index 205510,979,304 
*FidelityFreedom Index 20604,421,745 
*FidelityFreedom Index 20651,270,209 
*FidelityFreedom Index 20704,070 
*FidelitySmall Cap Stock K63,280,075 
*FidelityDiversified International K611,797,734 
*FidelityLow-Priced Stock K610,890,123 
*FidelityGovernment Money Market Class K618,613,739 
*FidelityMid Cap Growth Index1,656,747 
*FidelityGrowth Company K6140,660,550 
Total Mutual Funds473,687,408 
Common/Collective Fund:
*FidelityManaged Income Portfolio Class 27,453,257 
Self-Directed Brokerage Accounts:
OtherBrokerage Link Accounts26,145,990 
Common Stock:
*Fortis Inc.Common Stock (including cash of $1,321)1,869,447 
Notes Receivable from Participants:
*Participant LoansRanges: Maturity less than one year to 15 years; Rates 5.25% to 10.50%; collateralized by participant accounts$— 9,540,951 
Total Assets$518,697,053 
* Indicates party-in-interest
** Cost omitted for participant-directed accounts
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EXHIBIT
EXHIBIT INDEX
Exhibit No.Description
Consent of Independent Registered Public Accounting Firm - BDO USA, P.C.
Consent of Independent Registered Public Accounting Firm - R&A CPAs, a professional corporation




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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Tucson Electric Power Company 401(k) Plan
Date:June 20, 2025/s/ Martha B. Pritz
Martha B. Pritz
Sr. Director and Treasurer
Chair of the Tucson Electric Power Company Pension Committee

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