Third Quarter 2015 Earnings Presentation

InfraREIT, Inc.Q3 2015 Results & Supplemental Information

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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 ident ify 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. This presentation also contains forward-looking

statements that have previously been publicly disclosed by the Company. These previously disclosed forward-looking statements should not be deemed reaffirmed

or updated by their inclusion in this presentation. 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, risks that the capital expenditures the Company expects will not materialize for a variety of reasons, including as a result of

lower oil and gas drilling and related midstream and service company activities in the Permian Basin relative to the Company's current expectations; the Company’s

ability to acquire T&D assets on terms that are accretive to stockholders; the Company’s current reliance on its tenant for a ll of the Company’s revenues and, as a

result, the Company’s dependency on its tenant’s solvency and financial and operating performance; defaults on or non-renewal or early termination of leases by the

Company’s tenant; risks related to future lease negotiations; changes in the regulated rates the tenants of the Company’s assets may charge their customers; the

completion of the Company’s capital expenditure projects on time and on budget; insufficient cash available to meet distribution requirements; the price and

availability of debt and equity financing; the Company’s level of indebtedness or debt service obligations; changes in governmental policies or regulations with respect

to the Company’s permitted capital structure, acquisitions and dispositions of assets, recovery of investments and the Company’s authorized rate of return; weather

conditions and 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); availability of qualified personnel; the termination of the Company’s management agreement or

development agreement or the loss of the services of the Company’s manager or the loss of access to the development function of the Company’s developer; the

effects of future litigation; changes in the tax laws applicable to REITs; adverse economic developments in the electric power industry; and changes in general

business and economic conditions, 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 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). These non-GAAP measures

are presented because InfraREIT’s management believes they help investors understand InfraREIT’s business, performance and ab ility to earn and distribute cash to

its stockholders by providing perspectives not immediately apparent from net income. These measures are also measures frequently used by securities analysts,

investors and other interested parties. The presentation of cash available for distribution (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 the Schedules 1-3 to this presentation.

2

Q3 2015 Performance Summary$ millions

3

Strong Q3 2015 performance, in line with expectations

Cash Available for Distribution

$14.3

$17.1

Q3 2014 Q3 2015

+19%

Lease Revenue

$39.3 $41.5

Q3 2014 Q3 2015

+6%

Adjusted EBITDA

$30.8$33.5

Q3 2014 Q3 2015

+9%

September YTD 2015 Performance Summary$ millions

4

Strong September YTD 2015 performance, in line with expectations

Cash Available for Distribution

$43.6

$53.6

YTD 2014 YTD 2015

+23%

Lease Revenue

$89.4$100.3

YTD 2014 YTD 2015

+12%

Adjusted EBITDA

$91.2$101.8

YTD 2014 YTD 2015

+12%

Adjusted EBITDA Q3 2015 vs. Q3 2014

5

Q3 2015 adjusted EBITDA exceeded Q3 2014 adjusted EBITDA by 9%, driven by

growth in lease revenue

$ thousands Q3 2015 Q3 2014

Increase/(Decrease)

$ %

Lease revenue $ 41,452 $ 39,309

G&A expense (5,504) (6,143)

Other income 707 294

EBITDA 36,655 33,460

Non-cash reorganization structuring fee — —

Percentage rent adjustment (2,791) (4,157)

Base rent adjustment 338 937

Reorganization expenses — 808

Other income, net (707) (294)

Adjusted EBITDA $ 33,495 $ 30,754 $2,741 9%

Adjusted EBITDASeptember YTD 2015 vs. September YTD 2014

6

September YTD 2015 adjusted EBITDA exceeded September YTD 2014 adjusted

EBITDA by 12%, driven by growth in lease revenue

$ thousands YTD 2015 YTD 2014

Increase/(Decrease)

$ %

Lease revenue $ 100,282 $ 89,371

G&A expense (58,965) (12,839)

Other income 2,180 333

EBITDA 43,497 76,865

Non-cash reorganization structuring fee 44,897 —

Percentage rent adjustment 9,768 8,899

Base rent adjustment 5,469 4,921

Reorganization expenses 333 808

Other income, net (2,180) (333)

Adjusted EBITDA $ 101,784 $ 91,160 $10,624 12%

Cash Available For Distribution Q3 2015 vs. Q3 2014

7

CAD grew by 19% over Q3 2014, reflecting growth in adjusted EBITDA

$ thousands Q3 2015 Q3 2014

Increase/(Decrease)

$ %

Net income $ 19,430 $ 15,515

Depreciation 10,259 8,998

FFO 29,689 24,513


Percentage rent adjustment (2,791) (4,157)

Base rent adjustment 338 937

Amortization of deferred financing costs 612 1,534


Non-cash equity compensation 185 —

Other income, net (707) (294)

Capital expenditures to maintain net assets (10,259) (8,998)

Cash Available For Distribution (CAD) $ 17,067 $ 14,343 $ 2,724 19%

Shares outstanding (as of 9/30/2015) 60,594

CAD Per Share $ 0.28

Cash Available For Distribution September YTD 2015 vs. September YTD 2014

8

CAD grew by 23% over September YTD 2014, reflecting growth in adjusted EBITDA

$ thousands YTD 2015 YTD 2014

Increase/(Decrease)

$ %

Net (loss) income $ (7,600) $ 26,020


FFO 21,838 51,845


Percentage rent adjustment 9,768 8,899

Base rent adjustment 5,469 4,921

Amortization of deferred financing costs 2,436 3,193


Non-cash equity compensation 493 120

Other income, net (2,180) (333)

Capital expenditures to maintain net assets (29,438) (25,825)

Cash Available For Distribution (CAD) $ 53,616 $ 43,628 $ 9,988 23%

Shares outstanding (as of 9/30/2015) 60,594

CAD Per Share $ 0.88

Debt Obligations & Available Liquidity

9

Long-Term Debt (rate / maturity)

($ millions)

Outstanding

As of

September 30, 2015

TDC - Senior Secured Notes (8.50% / December 30, 2020) $ 19.1

SDTS - Senior Secured Notes (6.47% / September 30, 2030) 102.7

SDTS - Senior Secured Notes (7.25% / December 30, 2029) 45.0

SP - Senior Secured Credit Facility (2.45% (1) / June 20, 2018) (2) 388.7

SP - Senior Secured Notes (5.04% / June 20, 2018) (2) 60.0

Total (3) $ 615.4

Liquidity Facilities

($ millions)

Total

Amount

Outstanding

As of

September 30, 2015

Available

InfraREIT Partners Revolver $ 75.0 $ — $ 75.0

SDTS Revolver 250.0 20.0 230.0

Total $ 325.0 $ 20.0 $ 305.0

Cash (as of September 30, 2015) 29.7

Total Available Liquidity $ 334.7

(1) Interest based on LIBOR at September 30, 2015, plus an applicable margin

(2) Sharyland Projects (SP) debt used to fund construction of the CREZ Transmission assets

(3) The sum of the Long-Term Debt Total may not equal due to rounding

Financing Strategy

10

Focus on Regulated

T&D Opportunities

Maintain Strong Balance Sheet

Grow Dividends

Sign long-term leases

that reflect regulated

rate structure

Minimize regulatory

lag with prudent rate

case / TCOS filings

80% - 85% long-term

CAD payout ratio

Construct Footprint

Projects

Acquire ROFO Projects

Acquire Other Hunt

Development Projects

Opportunistically

acquire other T&D

assets

Target consolidated credit metrics of 60% Debt / Capitalization and 12% AFFO / Debt

Maintain 55% Debt / Capitalization at regulated subsidiary

Maintain significant liquidity to support capex plan and financial flexibility

Q3 2015 Highlights

Solid performance continued in Q3 2015

Year-over-year growth remains on target

Financial objectives proceeding as planned

Increasing guidance for 2015 CAD per share to $1.10 and $1.15; quarterly dividend

remains at $0.225 per share

10%-15% cumulative annual growth rate in distributions per share for 2015-2018

Updating 2015-2017 capital expenditure range to $720 million to $775 million

reflecting revised phasing estimates, primarily for the addition of the second

circuit to our CREZ lines in the Texas Panhandle

Progress on ROFO projects

Golden Spread Electric Cooperative Interconnection and Cross Valley Transmission

Line projects remain on schedule

FERC issued a declaratory order in September that grants negotiated rate authority

to the Southline Transmission Project

11

2015E Footprint Project Capital Expenditures (1)

$ millions

12

(1) Footprint projects are transmission or distribution projects primarily situated within our distribution service territory, or that

physically hang from our existing transmission assets.

SEPTEMBER YTD 2015 UPDATED 2015 PLAN PREVIOUS 2015 PLAN

2015 Footprint Capex

$240 - $250

$210-$220

$159

Updating 2015 Footprint Project capital expenditures from $240 million - $250 million to

$210 million - $220 million due to revised phasing estimates for capex projects

Previous 2015 PlanUpdated 2015 PlanSept. YTD 2015

2015E-17E Footprint Project Capital Expenditures (1)

$ millions

13

(1) Footprint projects are transmission or distribution projects primarily situated within our distribution service territory, or that

physically hang from our existing transmission assets.

Updating Range to $720 million - $775 million for the 2015-2017 Forecast Period

2015-2017 Footprint Project Capital Expenditure Plan

2015 2016 2017

Base Distribution $70 - $75 $60 - $65 $70 - $75

Base Transmission $140 - $145 $140 - $145 $150 - $155

Base Footprint Projects $210 - $220 $200 - $210 $220 - $230

Synchronous

Condensers─ $15 - $20 $35 - $40

Second Circuit ─ $5 - $10 $35 - $45

Total Footprint Capex $210 - $220 $220 - $240 $290 - $315

Pipeline of Development Projects

14

NV

CA

OK

TX

AZNM

MEXICO

Additional U.S. –

Mexico DC Ties

Additional South Texas

Transmission / Generation

Interconnections

Import capacity from

New Mexico and

Arizona to California

PJM and MISO

interconnection

ERCOT

Southeast

Loop

Transmission

Line

South Plains

Reinforcement

NM

TX

AZ

NV

CA

M E X I C O

ROFO

Project (1)

Estimated

Project CostExpected

Completion Status

GSEC Inter-

connection$80-$100mm 2016

Under

construction

Cross

Valley Line $160-$185mm 2016

Under

construction

Southline $700-$800mm —Draft EIS

Published

Verde $60-$80mm —In

development

Southline

Transmission

Project

Verde Transmission

Project

Cross Valley

Transmission Line

Golden Spread

Electric Coop

(GSEC)

Interconnection

Lubbock Power & Light

Interconnection

Under Construction Other ROFO Additional Development Opportunities

(1) ROFO projects are identified projects that are being developed by Hunt Consolidated, Inc. and its affiliates with respect to which

InfraREIT has a right of first offer.

ROFO Project UpdateAs of November 6, 2015

15

ROFO Project State Estimated Costs (1) Status

Golden Spread

InterconnectionTX

$80-$100 mm

(incl. financing)

• CCN (Certificate of Convenience & Necessity) received

• Major components continue to arrive and construction is

proceeding as planned

• Expected completion in late Q1 or early Q2 2016

Cross Valley

TransmissionTX

$160-$185 mm

(incl. financing)

• CCN received

• Major components continue to arrive and construction is

proceeding as planned

• Expected completion in late Q2 or Q3 2016

SouthlineAZ

NM

$700-$800 mm

(excl. financing)

• Final EIS (Environmental Impact Statement) in November

2015

• Achieved Phase 3 status in WECC (Western Electricity

Coordinating Council) ratings process in March 2015

• FERC (Federal Energy Regulatory Commission) granted

a PDO (Petition for Declaratory Order) in September 2015

Verde NM$60-$80 mm

(excl. financing)

• Easement agreements reached with three Native

American Pueblos

(1) Cost estimates are preliminary estimates, and include estimated financing costs for the Golden Spread Interconnection (GSEC) and Cross

Valley Transmission Line (CV). For Southline, Verde and other development projects other than GSEC and CV, Hunt may opt to partner

with other parties in the development of projects depending on their scope, location and cost.

Questions

16

Reg G Reconciliation

17

Schedule 1:

Explanation and Reconciliation of CADQ3 2015 vs. Q3 2014

18

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 which 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 its net assets. Also included in CAD are various other adjustments from net income, as outlined

below and described in more detail on Schedules 2 and 3.

The following sets forth a reconciliation of net income to CAD for the three months ended September 30, 2015 and 2014:

Three Months Ended

September 30,

(In thousands) 2015 2014

Net income $ 19,430 $ 15,515


FFO 29,689 24,513


Percentage rent adjustment (1) (2,791 ) (4,157 )

Base rent adjustment (2) 338 937

Amortization of deferred financing costs 612 1,534


Non-cash equity compensation 185 —

Other income, net (3) (707 ) (294 )

Capital expenditures to maintain net assets (10,259 ) (8,998 )

CAD $ 17,067 $ 14,343

Shares Outstanding (MM of Shares) 60.6 (4) 45.7 (5)

CAD Per Share $ 0.28 $ 0.31

Post-IPO CAD Payout Ratio 79.9% (8) N/A

Schedule 1:

Explanation and Reconciliation of CADSeptember YTD 2015 vs. September YTD 2014

19

CAD

The following sets forth a reconciliation of net (loss) income to CAD for the nine months ended September 30, 2015 and 2014:

Nine Months Ended

September 30,


Net (loss) income $ (7,600 ) $ 26,020


FFO 21,838 51,845


Percentage rent adjustment (1) 9,768 8,899

Base rent adjustment (2) 5,469 4,921

Amortization of deferred financing costs 2,436 3,193


Non-cash equity compensation 493 120

Other income, net (3) (2,180 ) (333 )

Capital expenditures to maintain net assets (29,438 ) (25,825 )

CAD $ 53,616 $ 43,628

Shares Outstanding (MM of Shares) 60.6 (6) 45.7 (7)

CAD Per Share $ 0.88 $ 0.95

CAD Payout Ratio 76.2% (9) N/A

Schedule 1:

Explanation and Reconciliation of CAD

20

(1) Represents the amount of percentage rent owed to the Company related to the applicable period. The amount of

percentage rent related to each quarter is paid during the second month following the specific quarter. Although the

Company receives percentage rent payments related to each quarter, it does not recognize lease revenue related to

these percentage rent payments until its tenant’s annual gross revenues exceed minimum specified breakpoints in the

leases.

(2) This adjustment relates to the difference between the timing of cash based 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) Includes allowance for funds used during construction (AFUDC) on equity of $0.7 million and $0.5 million for the three

months ended September 30, 2015 and 2014, respectively, and $2.2 million and $1.4 million for the nine months ended

September 30, 2015 and 2014, respectively.

(4) Calculated based on outstanding shares of 60.6 million as of September 30, 2015, which consists of 43.6 million

outstanding shares of common stock of InfraREIT and 17.0 million outstanding OP Units held by the limited partners of

the Operating Partnership as of September 30, 2015. Net income attributable to InfraREIT, Inc. common shareholders

per share was calculated based on 43.6 million weighted average shares outstanding during the three months ended

September 30, 2015, which excludes any OP Units and is calculated on a weighted average basis.




per share was calculated based on 35.1 million weighted average shares outstanding during the three months ended


Schedule 1:

Explanation and Reconciliation of CAD

21



the Operating Partnership as of September 30, 2015. Net loss attributable to InfraREIT, Inc. common shareholders per

share was calculated based on 42.8 million weighted average shares outstanding during the nine months ended





per share was calculated based on 35.1 million weighted average shares outstanding during the nine months ended


(8) Reflects the distributions of $13.6 million divided by CAD of $17.1 million.

(9) Reflects the post-IPO distributions of $35.8 million divided by the post-IPO CAD of $46.9 million (based on a pro-rata

calculation from the IPO date).

Schedule 2:

Explanation and Reconciliation of EBITDA and Adjusted EBITDAQ3 2015 vs. Q3 2014

22

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) an 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 one-time reorganization expenses 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, 2015 and 2014:

Three Months Ended

September 30,


Net income $ 19,430 $ 15,515

Interest expense, net 6,723 8,699

Income tax expense 243 248


EBITDA 36,655 33,460


Percentage rent adjustment (1) (2,791) (4,157)



Other income, net (3) (707) (294)

Adjusted EBITDA $ 33,495 $ 30,754

(1) See footnote (1) on Schedule 1 on Explanation and Reconciliation of CAD



Schedule 2:

Explanation and Reconciliation of EBITDA and Adjusted EBITDASeptember YTD 2015 vs. September YTD 2014

23

EBITDA and Adjusted EBITDA

The following table sets forth a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the nine months ended

September 30, 2015 and 2014:

Nine Months Ended

September 30,


Net (loss) income $ (7,600) $ 26,020

Interest expense, net 21,084 24,364

Income tax expense 575 656


EBITDA 43,497 76,865





Other income, net (3) (2,180) (333)

Adjusted EBITDA $ 101,784 $ 91,160




Schedule 3:

Explanation of FFO and AFFO

24

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 presented in the press release and the reconciliations below, results in FFO representing net (loss) income

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) an 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 one-time reorganization expenses related to the Company’s IPO and related

reorganization transactions, and (e) adjusting for other income (expense), net.

Schedule 3:

Reconciliation of FFO and AFFOQ3 2015 vs. Q3 2014

25

FFO and AFFO

The following table sets forth a reconciliation of net income to FFO and AFFO for the three months ended September 30, 2015

and 2014:

Three Months Ended

September 30,


Net income $ 19,430 $ 15,515


FFO 29,689 24,513


Percentage rent adjustment (1) (2,791) (4,157)



Other income, net (3) (707) (294)

AFFO $ 26,529 $ 21,807




Schedule 3:

Reconciliation of FFO and AFFOSeptember YTD 2015 vs. September YTD 2014

26

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,

2015 and 2014:

Nine Months Ended

September 30,


Net (loss) income $ (7,600) $ 26,020


FFO 21,838 51,845





Other income, net (3) (2,180) (333)

AFFO $ 80,125 $ 66,140




Appendix

27

Disciplined, Multifaceted Pursuit of Growth

28

Footprint Projects

(Funded by InfraREIT)

Hunt Development

team members

have an average of

15 years’ industry

experience

ROFO Projects

Growth Strategy Growth Drivers

• Population and economic growth across Texas

• Energy-driven economic expansion

• Generator interconnections to Panhandle

Transmission assets

• Specific Hunt T&D projects under construction or

in development

• Cross Valley transmission line and Golden

Spread interconnection have approved CCNs

and are under construction

• Value enhancing M&A Transactions that build on:

• Hunt’s industry relationships and reputation

• Expertise with REIT structure

• Future T&D projects developed and constructed

by Hunt

• Primarily focused on Texas and the Southwest

Other Hunt

Development Projects

Acquire other T&D assets

from third parties

SDTS (2)

Structure Mechanics

29

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 receives a tax

deduction equal to the

amount of dividends the

Company distributes

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 public entity, InfraREIT Partners, LP (Operating Partnership) and Transmission and Distribution

Company, L.L.C. (TDC).

(2) Represents Sharyland Distribution & Transmission Services, L.L.C. (SDTS) and subsidiaries.

(3) Represents Hunt Transmission Services, L.L.C. (limited partner of the Operating Partnership and shareholder of InfraREIT)

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.

ROFO Project acquisitions)

Responsible for the day-to-day business and legal activities of

InfraREIT

Annual base fee equal to $13.1 million for April 1, 2015 through March

31, 2016, and 1.50% of total book equity as of the previous year

thereafter

Capped at $30 mm per year

Incentive fee equal to 20% of dividends per share in excess of the

Threshold Distribution Amount (120% of initial dividend) payable

quarterly

2015 Dividend per share: $0.225

Threshold Dividend: $0.270

Governance and Management

30

Lease Mechanics

31

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

Lease Objectives

InfraREIT

Rent payments intended to

provide InfraREIT with

approximately 97% of the

projected regulated return on rate

base investment 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

Third Quarter 2015 Earnings Presentation

Investor Relations

Transcript of Third Quarter 2015 Earnings Presentation