PENDING MERGER WITH FORTIS

3 Months Ended

Mar. 31, 2014

PENDING MERGER WITH FORTIS

On December 11, 2013, UNS Energy announced that it had entered into an agreement and plan of merger, subject to shareholder and required regulatory approvals, to be acquired by FortisUS Inc., a Delaware corporation (Fortis) for $60.25 per share of Common Stock in cash. Following the merger, UNS Energy will continue as a wholly owned subsidiary of Fortis. The Board of Directors of each of UNS Energy and Fortis Parent have approved the merger. UNS Energy's shareholders approved the merger in March 2014. In April 2014, the Federal Energy Regulatory Commission (FERC) approved the merger.

The merger is subject to the remaining closing conditions:


•	the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;


•	approval of the Arizona Corporation Commission (ACC);


•	confirmation of review, without unresolved concerns, by the Committee on Foreign Investment in the United States; and


•	the absence of any injunction, order or other law prohibiting the merger.

The merger, if approved, is expected to close by the end of 2014.