EX-4.4 5 d624775dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

HYDRO ONE LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)

For the three and nine months ended September 30, 2018 and 2017

 

    

Three months ended

September 30

    

Nine months ended

September 30

 
  (millions of Canadian dollars, except per share amounts)    2018      2017      2018      2017  

Revenues

           

Distribution (includes $68 related party revenues; (2017 – $70) and $205 (2017—$213) for the three and nine months ended September 30, respectively) (Note 23)

     1,103        1,040        3,284        3,317  

Transmission (includes $475 related party revenues (2017 – $390) and $1,295 (2017 - $1,125) for the three and nine months ended September 30, respectively) (Note 23)

     493        471        1,344        1,199  

Other

     10        11        31        35  
       1,606        1,522        4,659        4,551  

Costs

           

Purchased power (includes $324 related party costs (2017 – $278) and $1,089 (2017 - $1,177) for the three and nine months ended September 30, respectively) (Note 23)

     733        675        2,158        2,213  

Operation, maintenance and administration (Note 23)

     271        277        797        822  

Depreciation and amortization (Note 5)

     213        209        620        603  
       1,217        1,161        3,575        3,638  

Income before financing charges and income taxes

     389        361        1,084        913  

Financing charges (Note 6)

     149        114        336        320  

Income before income taxes

     240        247        748        593  

Income taxes (Note 7)

     41        23        115        73  

Net income

     199        224        633        520  

Other comprehensive income

     2               2        1  

Comprehensive income

     201        224        635        521  

Net income attributable to:

           

Noncontrolling interest

     1        1        4        4  

Preferred shareholders

     4        4        13        13  

Common shareholders

     194        219        616        503  
       199        224        633        520  

Comprehensive income attributable to:

           

Noncontrolling interest

     1        1        4        4  

Preferred shareholders

     4        4        13        13  

Common shareholders

     196        219        618        504  
       201        224        635        521  

Earnings per common share (Note 21)

           

Basic

   $ 0.33      $ 0.37      $ 1.03      $ 0.85  

Diluted

   $ 0.32      $ 0.37      $ 1.03      $ 0.84  

Dividends per common share declared (Note 20)

   $ 0.23      $ 0.22      $ 0.68      $ 0.65  

See accompanying notes to Condensed Interim Consolidated Financial Statements (unaudited).

 

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HYDRO ONE LIMITED

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (unaudited)

At September 30, 2018 and December 31, 2017

 

(millions of Canadian dollars)    September 30,
2018
    December 31,
2017
 

Assets

    

Current assets:

    

Cash and cash equivalents

     613       25  

Accounts receivable (Note 8)

     590       636  

Due from related parties

     310       253  

Other current assets (Note 9)

     129       105  
       1,642       1,019  

Property, plant and equipment (Note 10)

     20,475       19,947  

Other long-term assets:

    

Regulatory assets (Note 11)

     3,227       3,049  

Deferred income tax assets

     783       987  

Intangible assets (net of accumulated amortization – $426; 2017 – $375)

     379       369  

Goodwill

     325       325  

Other assets

     6       5  
     4,720       4,735  

Total assets

     26,837       25,701  

Liabilities

    

Current liabilities:

    

Short-term notes payable (Note 14)

     444       926  

Long-term debt payable within one year (Notes 14, 16)

     981       752  

Accounts payable and other current liabilities (Note 12)

     960       905  

Due to related parties

     6       157  
       2,391       2,740  

Long-term liabilities:

    

Long-term debt (includes $839 measured at fair value; 2017 – $541) (Notes 14, 16)

     10,475       9,315  

Convertible debentures (Notes 15, 16)

     489       487  

Regulatory liabilities (Note 11)

     174       128  

Deferred income tax liabilities

     74       71  

Other long-term liabilities (Note 13)

     2,755       2,707  
     13,967       12,708  

Total liabilities

     16,358       15,448  

Contingencies and Commitments (Notes 25, 26)

    

Subsequent Events (Note 28)

    

Noncontrolling interest subject to redemption

     21       22  

Equity

    

Common shares (Note 19)

     5,641       5,631  

Preferred shares (Note 19)

     418       418  

Additional paid-in capital

     54       49  

Retained earnings

     4,301       4,090  

Accumulated other comprehensive loss

     (5     (7

Hydro One shareholders’ equity

     10,409       10,181  

Noncontrolling interest

     49       50  

Total equity

     10,458       10,231  
       26,837       25,701  

See accompanying notes to Condensed Interim Consolidated Financial Statements (unaudited).

 

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HYDRO ONE LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

For the nine months ended September 30, 2018 and 2017

 

  Nine months ended September 30, 2018
  (millions of Canadian dollars)
   Common
Shares
     Preferred
Shares
     Additional
Paid-in
Capital
    Retained
Earnings
   

Accumulated

Other

Comprehensive

Income (Loss)

    Hydro One
Shareholders’
Equity
    Non-
controlling
Interest
    Total
Equity
 

January 1, 2018

     5,631        418        49       4,090       (7     10,181       50       10,231  

Net income

                         629             629       3       632  

Other comprehensive income

                               2       2             2  

Distributions to noncontrolling interest

                                           (4     (4

Dividends on preferred shares

                         (13           (13           (13

Dividends on common shares

                         (405           (405           (405

Common shares issued

     10               (10                              

Stock-based compensation

                   15                   15             15  

September 30, 2018

     5,641        418        54       4,301       (5     10,409       49       10,458  
  Nine months ended September 30, 2017
  (millions of Canadian dollars)
   Common
Shares
     Preferred
Shares
     Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Hydro One
Shareholders’
Equity
    Non-
controlling
Interest
    Total
Equity
 

January 1, 2017

     5,623        418        34       3,950       (8     10,017       50       10,067  

Net income

                         516             516       3       519  

Other comprehensive income

                               1       1             1  

Distributions to noncontrolling interest

                                           (3     (3

Dividends on preferred shares

                         (13           (13           (13

Dividends on common shares

                         (387           (387           (387

Common shares issued

     8               (8                              

Stock-based compensation

                   18                   18             18  

September 30, 2017

     5,631        418        44       4,066       (7     10,152       50       10,202  

See accompanying notes to Condensed Interim Consolidated Financial Statements (unaudited).

 

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HYDRO ONE LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

For the three and nine months ended September 30, 2018 and 2017

 

     Three months ended
September 30
    Nine months ended
September 30
 
  (millions of Canadian dollars)    2018     2017     2018     2017  

Operating activities

        

Net income

     199       224       633       520  

Environmental expenditures

     (7     (7     (17     (19

Adjustments for non-cash items:

        

Depreciation and amortization (excluding asset removal costs)

     188       187       549       537  

Regulatory assets and liabilities

     (29     (32     (32     92  

Deferred income taxes

     36       17       95       55  

Unrealized loss (gain) on foreign exchange contract

     24             (25      

Other

     12       1       27       9  

Changes in non-cash balances related to operations (Note 24)

     85       52       (54     (1

Net cash from operating activities

     508       442       1,176       1,193  

Financing activities

        

Long-term debt issued

                 1,400        

Long-term debt repaid

                 (1     (1

Short-term notes issued

     445       1,232       2,987       2,810  

Short-term notes repaid

     (1,049     (1,053     (3,469     (2,385

Convertible debentures issued (Note 15)

           513             513  

Dividends paid

     (141     (135     (418     (400

Distributions paid to noncontrolling interest

     (1     (1     (6     (4

Other

           (27     (6     (27

Net cash from (used in) financing activities

     (746     529       487       506  

Investing activities

        

Capital expenditures (Note 24)

        

Property, plant and equipment

     (370     (358     (1,022     (1,071

Intangible assets

     (25     (24     (61     (57

Capital contributions received

                       9  

Other

     1             8       (8

Net cash used in investing activities

     (394     (382     (1,075     (1,127

Net change in cash and cash equivalents

     (632     589       588       572  

Cash and cash equivalents, beginning of period

     1,245       33       25       50  

Cash and cash equivalents, end of period

     613       622       613       622  

See accompanying notes to Condensed Interim Consolidated Financial Statements (unaudited).

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the three and nine months ended September 30, 2018 and 2017

 

1.

DESCRIPTION OF THE BUSINESS

Hydro One Limited (Hydro One or the Company) was incorporated on August 31, 2015, under the Business Corporations Act (Ontario). On October 31, 2015, the Company acquired Hydro One Inc., a company previously wholly-owned by the Province of Ontario (Province). The acquisition of Hydro One Inc. by Hydro One was accounted for as a common control transaction and Hydro One is a continuation of business operations of Hydro One Inc. At September 30, 2018, the Province held approximately 47.4% (December 31, 2017 - 47.4%) of the common shares of Hydro One. The principal businesses of Hydro One are the transmission and distribution of electricity to customers within Ontario.

Earnings for interim periods may not be indicative of results for the year due to the impact of seasonal weather conditions on customer demand and market pricing.

Rate Setting

Transmission

In December 2017, the Ontario Energy Board (OEB) approved Hydro One Networks Inc.‘s (Hydro One Networks) 2018 rates revenue requirement of $1,511 million. See Note 11 - Regulatory Assets and Liabilities for additional information.

On May 10, 2018, the OEB issued its Decision and Rate Order on B2M LP’s 2018 transmission application reflecting revenue requirement of $36 million, effective January 1, 2018.

Distribution

In March 2017, Hydro One Networks filed an application with the OEB for 2018-2022 distribution rates. The requested revenue requirements, updated in June 2018, are $1,514 million for 2018, $1,561 million for 2019, $1,607 million for 2020, $1,681 million for 2021, and $1,722 million for 2022. The OEB decision on this application is pending.

On November 17, 2017, Hydro One filed with the OEB a request for 2018 interim rates based on 2017 OEB-approved rates, adjusted for an updated load forecast. On December 1, 2017, the OEB denied this request and set interim 2018 rates based on 2017 OEB-approved rates with no adjustments.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

These unaudited condensed interim Consolidated Financial Statements (Consolidated Financial Statements) include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated.

Basis of Accounting

These Consolidated Financial Statements are prepared and presented in accordance with United States (US) Generally Accepted Accounting Principles (GAAP) for interim financial statements and in Canadian dollars.

The accounting policies applied are consistent with those outlined in Hydro One’s annual audited consolidated financial statements for the year ended December 31, 2017, with the exception of the adoption of new accounting standards as described below and in Note 3 - New Accounting Pronouncements. These Consolidated Financial Statements reflect adjustments, that are, in the opinion of management, necessary to reflect fairly the financial position and results of operations for the respective periods. These Consolidated Financial Statements do not include all disclosures required in the annual financial statements and should be read in conjunction with the 2017 annual audited consolidated financial statements.

Revenue Recognition

The Company adopted Accounting Standard Codification (ASC) 606 - Revenue from Contracts with Customers on January 1, 2018 using the retrospective method, without the election of any practical expedients. There was no material impact to the Company’s revenue recognition policy as a result of adopting ASC 606.

Nature of Revenues

Transmission revenues predominantly consist of transmission tariffs, which are collected through OEB-approved Uniform Transmission Rates (UTR) and the monthly peak demand for electricity across Hydro One’s high-voltage network. OEB-approved UTR is based on an approved revenue requirement that includes a rate of return. The transmission tariffs are designed to recover revenues necessary to support the Company’s transmission system with sufficient capacity to accommodate the maximum expected demand which is influenced by weather and economic conditions. Transmission revenues are recognized as electricity is transmitted and delivered to customers.

Distribution revenues attributable to the delivery of electricity are based on OEB-approved distribution rates and are recognized on an accrual basis and include billed and unbilled revenues. Billed revenues are based on electricity delivered as measured from customer meters. At the end of each month, electricity delivered to customers since the date of the last billed meter reading is estimated, and the corresponding unbilled revenue is recorded. The unbilled revenue estimate is affected by energy consumption, weather, and changes in the composition of customer classes.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Distribution revenue also includes an amount relating to rate protection for rural, residential, and remote customers, which is received from the Independent Electricity System Operator (IESO) based on a standardized customer rate that is approved by the OEB.

Revenues also include amounts related to sales of other services and equipment. Such revenue is recognized as services are rendered or as equipment is delivered. Revenues are recorded net of indirect taxes.

Employee Future Benefits

The Company adopted Accounting Standard Update (ASU) 2017-07 on January 1, 2018. The Company used the retrospective method for guidance relating to the presentation of the service cost component and the other components of net periodic pension and post-retirement benefit costs in the Statement of Operations and Comprehensive Income. There was no change in presentation in the Statement of Operations and Comprehensive Income. The Company used the prospective method for guidance relating to the capitalization of the service cost component of net periodic pension and post-retirement and post-employment benefit costs in assets. Upon adoption of ASU 2017-07, the Company recognized the Post-Retirement and Post-Employment Benefits Non-Service Costs Regulatory Asset. See below and Note 11 - Regulatory Assets and Liabilities for additional information.

Defined Benefit Pension

Defined benefit pension costs are recorded on an accrual basis for financial reporting purposes. Hydro One records a regulatory asset equal to the net underfunded projected benefit obligation for its defined benefit pension plan. Defined benefit pension costs are attributed to labour and a portion not exceeding the service cost component of accrual basis defined benefit pension costs is capitalized as part of the cost of property, plant and equipment and intangible assets. The remaining defined benefit pension costs are charged to results of operations (operation, maintenance and administration costs).

Post-Retirement and Post-Employment Benefits

All post-retirement and post-employment benefit costs are attributed to labour and are either charged to results of operations (operation, maintenance and administration costs) or capitalized as part of the cost of property, plant and equipment and intangible assets for service cost component and to regulatory assets for all other components of the benefit costs, consistent with their inclusion in OEB-approved rates.

 

3.

NEW ACCOUNTING PRONOUNCEMENTS

The following tables present ASC guidance issued by the Financial Accounting Standards Board that are applicable to Hydro One:

Recently Adopted Accounting Guidance

 

  Guidance    Date issued    Description    Effective date    Impact on Hydro One
  ASC 606   

May 2014 –

November 2017

   ASC 606 Revenue from Contracts with Customers replaced ASC 605 Revenue Recognition. ASC 606 provides guidance on revenue recognition relating to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.    January 1, 2018   

Hydro One adopted ASC 606 on January 1, 2018 using the retrospective method, without the election of any practical expedients and there was no material impact to the Company’s revenue recognition policy upon adoption. The Company has included the disclosure requirements of ASC 606 for interim periods in the year of adoption.

 

  ASU   2017-07    March 2017    Service cost components of net benefit cost associated with defined benefit plans are required to be reported in the same line as other compensation costs arising from services rendered by the Company’s employees. All other components of net benefit cost are to be presented in the income statement separately from the service cost component. Only the service cost component is eligible for capitalization where applicable.    January 1, 2018    Hydro One applied for a regulatory asset to maintain the capitalization of post-employment benefit related costs and as such, there is no material impact upon adoption. See Note 2 - Significant Accounting Policies and Note 11 - Regulatory Assets and Liabilities.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Recently Issued Accounting Guidance Not Yet Adopted
  Guidance    Date issued    Description    Effective date    Anticipated impact on Hydro One

  2016-02

  2018-01

  2018-10

  2018-11

   February 2016 – July 2018   

Lessees are required to recognize the rights and obligations resulting from operating leases as assets (right to use the underlying asset for the term of the lease) and liabilities (obligation to make future lease payments) on the balance sheet. ASU 2018-01 permits an entity to elect an optional practical expedient to not evaluate under ASC 842 land easements that exist or expired before the entity’s adoption of ASC 842 and that were not previously accounted for as leases under ASC 840. ASU 2018-10 amends narrow aspects of ASC 842. ASU 2018-11 provides entities with an additional and option transition method in adopting ASC 842. ASU 2018-11 also permits lessors to elect an optional practical expedient to not separate non-lease components from the associated lease component by underlying asset classes.

 

   January 1, 2019    The Company has reviewed a substantial number of existing leases and relevant contracts and continues its assessment activities. No quantitative determination has been made at this time. The Company is on track for implementation of this standard by the effective date.
  2018-07    June 2018   

Expansion in the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. Previously, ASC 718 was only applicable to share-based payment transactions for acquiring goods and services from employees.

 

   January 1, 2019    Under assessment
  2018-13    August 2018   

Disclosure requirements on fair value measurements in ASC 820 are modified to improve the effectiveness of disclosures in financial statement notes.

 

   January 1, 2020    Under assessment
  2018-14    August 2018   

Disclosure requirements related to single-employer defined benefit pension or other post-retirement benefit plans are added, removed or clarified to improve the effectiveness of disclosures in financial statement notes.

 

   January 1, 2021    Under assessment
  2018-15    August 2018   

The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement is not affected by the amendment.

 

   January 1, 2020    Under assessment

 

4.

BUSINESS COMBINATIONS

Avista Corporation Purchase Agreement

In July 2017, Hydro One reached an agreement to acquire Avista Corporation (Merger) for approximately $6.7 billion in an all-cash transaction. Avista Corporation is an investor-owned utility providing electric generation, transmission, and distribution services. It is headquartered in Spokane, Washington, with service areas in Washington, Idaho, Oregon, Montana and Alaska. The closing of the Merger is subject to receipt of certain regulatory and government approvals, and the satisfaction of customary closing conditions. Regulatory authorities in Washington and Oregon have extended the timetable for arriving at a decision in Hydro One’s acquisition of Avista Corporation to mid-December 2018. In addition, the Idaho Public Utilities Commission rescheduled its hearing from July 23, 2018 to November 26-27, 2018.

See Note 14 - Debt and Credit Agreements, Note 15 - Convertible Debentures and Note 16 - Fair Value of Financial Instruments and Risk Management for details of bridge financing, convertible debentures and foreign exchange contract, respectively, related to financing of the Merger.

Orillia Power Purchase Agreement

In August 2016, the Company reached an agreement to acquire Orillia Power Distribution Corporation (Orillia Power), an electricity distribution company located in Simcoe County, Ontario, from the City of Orillia for approximately $41 million, including the assumption of approximately $15 million in outstanding indebtedness and regulatory liabilities, subject to closing adjustments and regulatory approval by the OEB. In September 2016, Hydro One filed an application with the OEB to acquire Orillia Power, which was denied by the OEB on April 12, 2018. On September 26, 2018, Hydro One filed a new application with the OEB for approval to acquire Orillia Power.

Peterborough Distribution Purchase Agreement

On July 31, 2018, Hydro One reached an agreement to acquire the business and distribution assets of Peterborough Distribution Inc. (Peterborough Distribution), an electricity distribution company located in east central Ontario, from the City of Peterborough. Hydro One will pay the City of Peterborough $105 million for the transaction. The acquisition is conditional upon the satisfaction of customary closing conditions and approval by the OEB and the Competition Bureau. On October 12, 2018, the Company filed an application with the OEB for approval of the acquisition.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

5.

DEPRECIATION AND AMORTIZATION

 

    

Three months ended
September 30

 

    

Nine months ended
September 30

 

 
  (millions of dollars)    2018      2017      2018      2017  

Depreciation of property, plant and equipment

     163        164        481        473  

Asset removal costs

     25        22        71        66  

Amortization of intangible assets

     18        16        51        45  

Amortization of regulatory assets

     7        7        17        19  
       213        209        620        603  

 

6.

FINANCING CHARGES

 

    

Three months ended
September 30

 

    

Nine months ended
September 30

 

 
  (millions of dollars)    2018      2017      2018     2017  

Interest on long-term debt

     118        115        332       342  

Unrealized loss (gain) on foreign exchange contract (Note 16)

     24               (25      

Interest on convertible debentures

     15        9        46       9  

Interest on short-term notes

     2        1        9       3  

Other

     4        3        14       8  

Less: Interest capitalized on construction and development in progress

     (14)        (14)        (40     (42
       149        114        336       320  

 

7.

INCOME TAXES

As a rate regulated utility company, the Company’s effective tax rate excludes temporary differences that are recoverable in future rates charged to customers. Income tax expense differs from the amount that would have been recorded using the combined Canadian federal and Ontario statutory income tax rate. The reconciliation between the statutory and the effective tax rates is provided as follows:

 

   

Nine months ended September 30

 

 
  (millions of dollars)   2018     2017  

Income before income taxes

    748       593  

Income taxes at statutory rate of 26.5% (2017 - 26.5%)

    198       157  

Increase (decrease) resulting from:

   

Net temporary differences recoverable in future rates charged to customers:

   

Capital cost allowance in excess of depreciation and amortization

    (40     (38

Overheads capitalized for accounting but deducted for tax purposes

    (12     (12

Interest capitalized for accounting but deducted for tax purposes

    (11     (13

Pension contributions in excess of pension expense

    (6     (11

Environmental expenditures

    (5     (6

Other

    (9     (7

Net temporary differences

    (83     (87

Net permanent differences

          3  

Total income taxes

    115       73  

Effective income tax rate

    15.4%       12.3%  

 

 

8.   ACCOUNTS RECEIVABLE

 

    

    September 30,     December 31,  
  (millions of dollars)   2018     2017  

Accounts receivable – billed

    318       298  

Accounts receivable – unbilled

    297       367  

Accounts receivable, gross

    615       665  

Allowance for doubtful accounts

    (25     (29

Accounts receivable, net

    590       636  

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

The following table shows the movements in the allowance for doubtful accounts for the nine months ended September 30, 2018 and the year ended December 31, 2017:

 

     Nine months ended
September 30,
    Year ended
December 31,
 
  (millions of dollars)    2018     2017  

Allowance for doubtful accounts – beginning

     (29     (35

Write-offs

     16       25  

Additions to allowance for doubtful accounts

     (12     (19

Allowance for doubtful accounts – ending

     (25     (29

9.   OTHER CURRENT ASSETS

    
     September 30,     December 31,  
  (millions of dollars)    2018     2017  

Regulatory assets (Note 11)

     47       46  

Materials and supplies

     20       18  

Prepaid expenses and other assets

     40       41  

Derivative instrument - foreign exchange contract (Note 16)

     22        
       129       105  

10.  PROPERTY, PLANT AND EQUIPMENT

    
     September 30,     December 31,  
  (millions of dollars)    2018     2017  

Property, plant and equipment

     29,683       29,025  

Less: accumulated depreciation

     (10,791     (10,455
     18,892       18,570  

Construction in progress

     1,424       1,215  

Future use land, components and spares

     159       162  
       20,475       19,947  

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

11.

REGULATORY ASSETS AND LIABILITIES

 

     September 30,      December 31,  
  (millions of dollars)    2018      2017  

Regulatory assets:

     

Deferred income tax regulatory asset

     1,872        1,762  

Pension benefit regulatory asset

     1,001        981  

Environmental

     184        196  

Post-retirement and post-employment benefits

     59        36  

Foregone revenue deferral

     56        23  

Share-based compensation

     40        40  

Debt premium

     23        27  

Distribution system code exemption

     10        10  

B2M LP start-up costs

     2        4  

Other

     27        16  

Total regulatory assets

     3,274        3,095  

Less: current portion

     47        46  
       3,227        3,049  

Regulatory liabilities:

     

Pension cost variance

     56        23  

Green Energy expenditure variance

     54        60  

External revenue variance

     29        46  

Retail settlement variance account

     20         

Conservation and Demand Management deferral variance

     8        28  

2015-2017 rate rider

     6        6  

Deferred income tax regulatory liability

     5        5  

Other

     17        17  

Total regulatory liabilities

     195        185  

Less: current portion

     21        57  
       174        128  

Deferred Income Tax Regulatory Asset

On September 28, 2017, the OEB issued its Decision and Order on Hydro One Networks’ 2017 and 2018 transmission rates revenue requirements (Decision). In its Decision, the OEB concluded that the net deferred tax asset resulting from transition from the payments in lieu of tax regime under the Electricity Act (Ontario) to tax payments under the federal and provincial tax regime should not accrue entirely to Hydro One’s shareholders and that a portion should be shared with ratepayers. On November 9, 2017, the OEB issued a Decision and Order that calculated the portion of the tax savings that should be shared with ratepayers. The OEB’s calculation would result in an impairment of Hydro One Networks’ transmission deferred income tax regulatory asset of up to approximately $515 million. If the OEB were to apply the same calculation for sharing in Hydro One Networks’ 2018-2022 distribution rates, for which a decision is currently outstanding, it would result in an additional impairment of up to approximately $370 million related to Hydro One Networks’ distribution deferred income tax regulatory asset. The exposure from the potential impairments would be a one-time decrease in net income and the deferred income tax regulatory assets of up to approximately $885 million. In October 2017, the Company filed a Motion to Review and Vary (Motion) the Decision and filed an appeal with the Divisional Court of Ontario (Appeal). In both cases, the Company’s position is that the OEB made errors of fact and law in its determination of allocation of the tax savings between the shareholders and ratepayers. On December 19, 2017, the OEB granted a hearing of the merits of the Motion which was held on February 12, 2018. On August 31, 2018, the OEB granted the Motion and returned the portion of the Decision relating to the deferred tax asset to an OEB panel for reconsideration. Based on the assumptions that the OEB applies established rate making principles in a manner consistent with its past practice and does not exercise its discretion to take other policy considerations into account, management is of the view that it is likely that the aforementioned tax savings will be allocated to the benefit of Hydro One shareholders.

Foregone Revenue Deferral

As part of its September 2017 decision on Hydro One Networks’ transmission rate application for 2017 and 2018 rates, the OEB approved the foregone revenue account to record the difference between revenue earned under the rates approved as part of the decision, effective January 1, 2017, and revenue earned under the interim rates until the approved 2017 rates were implemented. The OEB approved a similar account for B2M LP in June 2017 to record the difference between revenue earned under the newly approved rates, effective January 1, 2017, and the revenue recorded under the interim 2017 rates. The balances of these accounts are being returned to or recovered from ratepayers, respectively, over a one-year period ending December 31, 2018. As part of its May 2018 decision, the OEB also directed B2M LP to record in this account any revenue collected in 2018 in excess of the final approved 2018 B2M LP revenue requirement. The draft rate order submitted by Hydro One Networks relating to the transmission

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

rate application for 2017 and 2018 rates was approved by the OEB in November 2017. This draft rate order reflects the September 2017 decision, including a reduction of the amount of cash taxes approved for recovery in transmission rates due to the OEB’s basis to share the savings resulting from a deferred tax asset with ratepayers. The Company’s position in the aforementioned Motion is that the OEB made errors of fact and law in its determination of allocation of the tax savings between the shareholders and ratepayers. Therefore, the Company has also reflected the impact of this position in the Foregone Revenue Deferral account. As the OEB granted the Motion and returned the portion of the Decision relating to the deferred tax asset to an OEB panel for reconsideration, the timing for recovery of this impact will be determined as part of the reconsideration by the panel.

Post-Retirement and Post-Employment Benefits Non-Service Cost Regulatory Asset

Hydro One applied to the OEB for a regulatory asset to record the components other than service costs relating to its post-retirement and post-employment benefits that would have previously been capitalized to property, plant and equipment and intangible assets prior to adoption of ASU 2017-07. In May 2018, the OEB approved the regulatory asset for Hydro One Networks’ Transmission Business. It is expected that the regulatory asset application for Hydro One Networks’ Distribution business will be considered as part of Hydro One Networks’ application for 2018-2022 distribution rates, OEB approval of which is currently pending. Hydro One has recorded the components other than service costs relating to its post-retirement and post-employment benefits that would have been capitalized to property, plant and equipment and intangible assets, in the Post-Retirement and Post-Employment Benefits Non-Service Cost Regulatory Asset.

 

12.

ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

 

     September 30,      December 31,  
  (millions of dollars)    2018      2017  

Accounts payable

     159        177  

Accrued liabilities

     650        572  

Accrued interest

     130        99  

Regulatory liabilities (Note 11)

     21        57  
       960        905  

13.  OTHER LONG-TERM LIABILITIES    

     
     September 30,      December 31,  
  (millions of dollars)    2018      2017  

Post-retirement and post-employment benefit liability

     1,561        1,519  

Pension benefit liability

     1,001        981  

Environmental liabilities (Note 18)

     152        168  

Asset retirement obligations

     9        9  

Long-term accounts payable and other liabilities

     32        30  
       2,755        2,707  

 

14.

DEBT AND CREDIT AGREEMENTS

Short-Term Notes and Operating Credit Facilities

Hydro One meets its short-term liquidity requirements in part through the issuance of commercial paper under Hydro One Inc.’s Commercial Paper Program which has a maximum authorized amount of $1.5 billion. These short-term notes are denominated in Canadian dollars with varying maturities up to 365 days. The Commercial Paper Program is supported by Hydro One Inc.’s committed revolving credit facilities totalling $2.3 billion.

At September 30, 2018, Hydro One’s consolidated committed, unsecured and undrawn credit facilities (Operating Credit Facilities) totalling $2,550 million included Hydro One’s credit facilities of $250 million and Hydro One Inc.’s credit facilities of $2.3 billion. At September 30, 2018, no amounts have been drawn on the Operating Credit Facilities.

Acquisition Credit Facilities

For the purpose of bridge financing for the pending acquisition of Avista Corporation, the Company secured a $1.0 billion non-revolving equity bridge credit facility, and a US$2.6 billion non-revolving debt bridge credit facility (Acquisition Credit Facilities) in June 2018. The equity bridge credit facility matures 90 days after the drawdown date and in any event not later than June 30, 2019. The debt bridge credit facility is available until March 31, 2019, and matures one year after the drawdown date. At September 30, 2018, no amounts have been drawn on the Acquisition Credit Facilities.

Hydro One is required to make prepayments of the Acquisition Credit Facilities in an amount equal to the net cash proceeds from any common equity, preferred equity, bond or other debt offerings, including the net proceeds from the final instalment of Convertible Debentures issued in August 2017, and any non-ordinary course asset sales by Hydro One and its subsidiaries, subject to certain exceptions. Any prepayment under the Acquisition Credit Facilities may not be re-borrowed. The Acquisition Credit Facilities agreements contain customary representations and warranties and affirmative and negative covenants of Hydro One that are consistent with those of Hydro One’s Operating Credit Facilities. If the Merger does not close, then these agreements will be cancelled.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Long-Term Debt

The following table presents long-term debt outstanding at September 30, 2018 and December 31, 2017:

 

     September 30,     December 31,  
  (millions of dollars)    2018     2017  

Hydro One Inc. long-term debt (a)

     11,323       9,923  

HOSSM long-term debt (b)

     172       176  
     11,495       10,099  

Add: Net unamortized debt premiums

     13       14  

Add: Unrealized mark-to-market gain1

     (11     (9

Less: Unamortized deferred debt issuance costs

     (41     (37

Total long-term debt

     11,456       10,067  

Less: Long-term debt payable within one year

     (981     (752
       10,475       9,315  

 

1 

The unrealized mark-to-market net gain relates to $50 million of the Series 33 notes due 2020, $500 million Series 37 notes due 2019 and $300 million Series 39 notes due 2021. The unrealized mark-to-market net gain is offset by an $11 million (December 31, 2017 - $9 million) unrealized mark-to-market net loss on the related fixed-to-floating interest-rate swap agreements, which are accounted for as fair value hedges.

 

(a)

Hydro One Inc. long-term debt

At September 30, 2018, long-term debt of $11,323 million (December 31, 2017 - $9,923 million) was outstanding, the majority of which was issued under Hydro One Inc.’s Medium Term Note (MTN) Program. The maximum authorized principal amount of notes issuable under the current MTN Program prospectus filed in March 2018 is $4.0 billion. At September 30, 2018, $2.6 billion remained available for issuance until April 2020.

During the nine months ended September 30, 2018, Hydro One Inc. issued long-term debt totalling $1.4 billion (2017 - $nil) under its MTN Program as follows:

 

   

$300 million notes (MTN Series 39 notes) with a maturity date of June 25, 2021 and a coupon rate of 2.57%;

   

$350 million notes (MTN Series 40 notes) with a maturity date of June 26, 2025 and a coupon rate of 2.97%; and

   

$750 million notes (MTN Series 41 notes) with a maturity date of June 25, 2049 and a coupon rate of 3.63%.

No long-term debt was repaid during the nine months ended September 30, 2018 or 2017.

 

(b)

Hydro One Sault Ste. Marie LP (HOSSM) long-term debt

At September 30, 2018, long-term debt of $172 million (December 31, 2017 - $176 million), with a principal amount of $145 million (December 31, 2017 - $146 million) was held by HOSSM. During the three and nine months ended September 30, 2018 and 2017, no long-term debt was issued, and $1 million (2017 - $1 million) of long-term debt was repaid, all in the second quarter.

Principal and Interest Payments

Principal repayments and related weighted-average interest rates are summarized by the number of years to maturity in the following table:

 

     Long-term Debt
Principal Repayments
     Weighted-average
Interest Rate
 
  Years to Maturity    (millions of dollars)      (%)  

1 year

     981        2.7  

2 years

     1,153        2.3  

3 years

     803        2.1  

4 years

     603        3.2  

5 years

     133        6.1  
     3,673        2.7  

6 – 10 years

     850        2.9  

Over 10 years

     6,945        5.1  
       11,468        4.1  

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Interest payment obligations related to long-term debt are summarized by year in the following table:

 

     Interest Payments  
  Year    (millions of dollars)  

Remainder of 2018

     148  

2019

     448  

2020

     429  

2021

     411  

2022

     393  
     1,829  

2023-2027

     1,834  

2028+

     4,666  
       8,329  

 

15.

CONVERTIBLE DEBENTURES

 

     Nine months ended
September 30,
     Year ended
December 31,
 
  (millions of dollars)    2018      2017  

Carrying value - beginning

     487         

Receipt of Initial Instalment, net of deferred financing costs

            486  

Amortization of deferred financing costs

     2        1  

Carrying value - ending

     489        487  

Face value - ending

     513        513  

On August 9, 2017, in connection with the acquisition of Avista Corporation, the Company completed the sale of $1,540 million aggregate principal amount of 4.00% convertible unsecured subordinated debentures (Convertible Debentures) represented by instalment receipts, which included the exercise in full of the over-allotment option granted to the underwriters to purchase an additional $140 million aggregate principal amount of the Convertible Debentures (Debenture Offering).

The Convertible Debentures were sold on an instalment basis at a price of $1,000 per Convertible Debenture, of which $333 (Initial Instalment) was paid on closing of the Debenture Offering and the remaining $667 (Final Instalment) is payable on a date (Final Instalment Date) to be fixed by the Company following satisfaction of conditions precedent to the closing of the acquisition of Avista Corporation. The gross proceeds received from the Initial Instalment were $513 million. The Company incurred financing costs of $27 million, which are being amortized to financing charges over approximately 10 years, the contractual term of the Convertible Debentures, using the effective interest rate method.

The Convertible Debentures will mature on September 30, 2027. A coupon rate of 4% is paid on the $1,540 million aggregate principal amount of the Convertible Debentures, and based on the carrying value of the Initial Instalment, this translates into an effective annual yield of 12%. After the Final Instalment Date, the interest rate will be 0%. The interest expense recorded during the three and nine months ended September 30, 2018 was $15 million and $46 million (2017 - $9 million and $9 million), respectively.

If the Final Instalment Date occurs on a day that is prior to the first anniversary of the closing of the Debenture Offering, holders of the Convertible Debentures who have paid the Final Instalment on or before the Final Instalment Date will be entitled to receive, in addition to the payment of accrued and unpaid interest to and including the Final Instalment Date, an amount equal to the interest that would have accrued from the day following the Final Instalment Date to and including the first anniversary of the closing of the Debenture Offering had the Convertible Debentures remained outstanding and continued to accrue interest until and including such date (Make-Whole Payment). No Make-Whole Payment will be payable if the Final Instalment Date occurs on or after the first anniversary of the closing of the Debenture Offering.

At the option of the holders and provided that payment of the Final Instalment has been made, each Convertible Debenture will be convertible into common shares of the Company at any time on or after the Final Instalment Date, but prior to the earlier of maturity or redemption by the Company, at a conversion price of $21.40 per common share, being a conversion rate of 46.7290 common shares per $1,000 principal amount of Convertible Debentures. The conversion feature meets the definition of a Beneficial Conversion Feature (BCF), with an intrinsic value of approximately $92 million. Due to the contingency associated with the debentureholders’ ability to exercise the conversion, the BCF has not been recognized. Between the time the contingency is resolved and the Final Instalment Date, the Company will recognize approximately $92 million of interest expense associated with amortization of the BCF.

Prior to the Final Instalment Date, the Convertible Debentures may not be redeemed by the Company, except that the Convertible Debentures will be redeemed by the Company at a price equal to their principal amount plus accrued and unpaid interest following the earlier of: (i) notification to holders that the conditions necessary to approve the acquisition of Avista Corporation will not be satisfied; (ii) termination of the acquisition agreement; and (iii) May 1, 2019 if notice of the Final Instalment Date has not been given to holders on or before April 30, 2019. Upon any such redemption, the Company will pay for each Convertible Debenture (i) $333 plus accrued and unpaid interest to the holder of the instalment receipt; and (ii) $667 to the selling debentureholder on behalf of

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

the holder of the instalment receipt in satisfaction of the final instalment. In addition, after the Final Instalment Date, any Convertible Debentures not converted may be redeemed by the Company at a price equal to their principal amount plus any unpaid interest, which accrued prior to and including the Final Instalment Date.

At maturity, the Company will have the right to pay the principal amount due in common shares, which will be valued at 95% of their weighted-average trading price on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days preceding the maturity date.

 

16.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Non-Derivative Financial Assets and Liabilities

At September 30, 2018 and December 31, 2017, the Company’s carrying amounts of cash and cash equivalents, accounts receivable, due from related parties, short-term notes payable, accounts payable, and due to related parties are representative of fair value due to the short-term nature of these instruments.

Fair Value Measurements of Long-Term Debt

The fair values and carrying values of the Company’s long-term debt at September 30, 2018 and December 31, 2017 are as follows:

 

     September 30, 2018      December 31, 2017  
  (millions of dollars)    Carrying Value      Fair Value      Carrying Value      Fair Value  

Long-term debt measured at fair value:

           

$50 million of MTN Series 33 notes

     49        49        49        49  

$500 million MTN Series 37 notes

     493        493        492        492  

$300 million MTN Series 39 notes

     297        297                

Other notes and debentures

     10,617        11,586        9,526        11,027  

Long-term debt, including current portion

     11,456        12,425        10,067        11,568  

Fair Value Measurements of Derivative Instruments

At September 30, 2018, Hydro One Inc. had interest-rate swaps with a total notional amount of $850 million (December 31, 2017 – $550 million) that were used to convert fixed-rate debt to floating-rate debt. These swaps are classified as fair value hedges. Hydro One Inc.’s fair value hedge exposure was approximately 8% (December 31, 2017 – 6%) of its total long-term debt. At September 30, 2018, Hydro One Inc. had the following interest-rate swaps designated as fair value hedges:

 

 

a $50 million fixed-to-floating interest-rate swap agreement to convert $50 million of the $350 million MTN Series 33 notes maturing April 30, 2020 into three-month variable rate debt;

 

two $125 million and one $250 million fixed-to-floating interest-rate swap agreements to convert the $500 million MTN Series 37 notes maturing November 18, 2019 into three-month variable rate debt; and

 

a $300 million fixed-to-floating interest-rate swap agreement to convert the $300 million MTN Series 39 notes maturing June 25, 2021 into three-month variable rate debt.

At September 30, 2018 and December 31, 2017, the Company had no interest-rate swaps classified as undesignated contracts.

In October 2017, the Company entered into a deal-contingent foreign exchange forward contract to convert $1.4 billion Canadian to US dollars at an initial forward rate of 1.27486 Canadian per 1.00 US dollars, and a range up to 1.28735 Canadian per 1.00 US dollars based on the settlement date. The contract is contingent on the Company closing the proposed Avista Corporation acquisition and is intended to mitigate the foreign currency risk related to the portion of the Avista Corporation acquisition purchase price financed with the issuance of Convertible Debentures. If the acquisition does not close, the contract would not be completed and no amounts would be exchanged. The contract can be executed upon approval of the acquisition up to March 31, 2019. This contract is an economic hedge and does not qualify for hedge accounting. It has been accounted for as an undesignated contract with changes in fair value being recorded in earnings as they occur.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Fair Value Hierarchy

The fair value hierarchy of financial assets and liabilities at September 30, 2018 and December 31, 2017 is as follows:

 

  September 30, 2018 (millions of dollars)    Carrying
Value
     Fair
  Value
         Level 1          Level 2          Level 3  

Assets:

              

Cash and cash equivalents

     613        613        613                

Derivative instrument

              

Foreign exchange contract

     22        22                      22  
       635        635        613               22  

Liabilities:

              

Short-term notes payable

     444        444        444                

Long-term debt, including current portion

     11,456        12,425               12,425         

Convertible debentures

     489        398        398                

Derivative instruments

              

Fair value hedges – interest-rate swaps

     11        11               11         
       12,400        13,278        842        12,436         
  December 31, 2017 (millions of dollars)    Carrying
Value
     Fair
Value
     Level 1      Level 2      Level 3  

Assets:

              

Cash and cash equivalents

     25        25        25                
       25        25        25                

Liabilities:

              

Short-term notes payable

     926        926        926                

Long-term debt, including current portion

     10,067        11,568               11,568         

Convertible debentures

     487        574        574                

Derivative instruments

              

Fair value hedges – interest-rate swaps

     9        9               9         

Foreign exchange contract

     3        3                      3  
       11,492        13,080        1,500        11,577        3  

Cash and cash equivalents include cash and short-term investments. The carrying values are representative of fair value because of the short-term nature of these instruments.

The fair value of the hedged portion of the long-term debt is primarily based on the present value of future cash flows using a swap yield curve to determine the assumption for interest rates. The fair value of the unhedged portion of the long-term debt is based on unadjusted period-end market prices for the same or similar debt of the same remaining maturities.

The fair value of the convertible debentures is based on their closing price on September 28, 2018 (last business day in September 2018), as posted on the Toronto Stock Exchange.

The Company uses derivative instruments as an economic hedge for foreign exchange risk. The value of the foreign exchange contract is derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, forward price yield curves, probability of closing the Avista Corporation acquisition, and the contract settlement date. The Company’s valuation models also reflect measurements for credit risk. The fair value of the foreign exchange contract includes significant unobservable inputs, and therefore has been classified accordingly as Level 3. The significant unobservable inputs used in the fair value measurement of the foreign exchange contract relates to the assessment of probability of closing the Avista Corporation acquisition and the contract settlement date.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Changes in the Fair Value of Financial Instruments Classified in Level 3

The following table summarizes the changes in fair value of financial instruments classified in Level 3 for the nine months ended September 30, 2018 and the year ended December 31, 2017:

 

  (millions of dollars)   Nine months ended
September 30,
2018
    Year ended
December 31,
2017
 

Fair value of asset (liability) - beginning

    (3      

Unrealized gain (loss) on foreign exchange contract included in financing charges

    25       (3

Fair value of asset (liability) - ending

    22       (3

There were no transfers between any of the fair value levels during the nine months ended September 30, 2018 and the year ended December 31, 2017.

Risk Management

Exposure to market risk, credit risk and liquidity risk arises in the normal course of the Company’s business.

Market Risk

Market risk refers primarily to the risk of loss which results from changes in costs, foreign exchange rates and interest rates. The Company is exposed to fluctuations in interest rates, as its regulated return on equity is derived using a formulaic approach that takes anticipated interest rates into account. The Company is not currently exposed to material commodity price risk.

The Company uses a combination of fixed and variable-rate debt to manage the mix of its debt portfolio. The Company also uses derivative financial instruments to manage interest-rate risk. The Company utilizes interest-rate swaps, which are typically designated as fair value hedges, as a means to manage its interest rate exposure to achieve a lower cost of debt. The Company may also utilize interest-rate derivative instruments to lock in interest-rate levels in anticipation of future financing.

A hypothetical 100 basis points increase in interest rates associated with variable-rate debt would not have resulted in a significant decrease in Hydro One’s net income for the three and nine months ended September 30, 2018 and 2017.

The Company is exposed to foreign exchange fluctuations as a result of entering into a deal-contingent foreign exchange forward agreement. This agreement is intended to mitigate the foreign currency risk related to the portion of the Avista Corporation acquisition purchase price financed with the issuance of Convertible Debentures.

For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the Consolidated Statements of Operations and Comprehensive Income. The net unrealized loss (gain) on the hedged debt and the related interest-rate swaps for the three and nine months ended September 30, 2018 and 2017 was not material.

Credit Risk

Financial assets create a risk that a counterparty will fail to discharge an obligation, causing a financial loss. At September 30, 2018 and December 31, 2017, there were no significant concentrations of credit risk with respect to any class of financial assets. The Company’s revenue is earned from a broad base of customers. As a result, Hydro One did not earn a material amount of revenue from any single customer. At September 30, 2018 and December 31, 2017, there was no material accounts receivable balance due from any single customer.

At September 30, 2018, the Company’s allowance for doubtful accounts was $25 million (December 31, 2017 – $29 million). Adjustments and write-offs are determined on the basis of a review of overdue accounts, taking into consideration historical experience. At September 30, 2018, approximately 6% (December 31, 2017 – 5%) of the Company’s net accounts receivable were outstanding for more than 60 days.

Hydro One manages its counterparty credit risk through various techniques including: entering into transactions with highly rated counterparties; limiting total exposure levels with individual counterparties; entering into master agreements which enable net settlement and the contractual right of offset; and monitoring the financial condition of counterparties. The Company monitors current credit exposure to counterparties both on an individual and an aggregate basis. The Company’s credit risk for accounts receivable is limited to the carrying amounts on the Consolidated Balance Sheets.

Derivative financial instruments result in exposure to credit risk since there is a risk of counterparty default. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. At September 30, 2018 and December 31, 2017, the counterparty credit risk exposure on the fair value of these interest-rate swap contracts was not material. At September 30, 2018, Hydro One’s credit exposure for all derivative instruments, and applicable payables and receivables, had a credit rating of investment grade, with four financial institutions as the counterparties.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Liquidity Risk

Liquidity risk refers to the Company’s ability to meet its financial obligations as they come due. Hydro One meets its short-term operating liquidity requirements using cash and cash equivalents on hand, funds from operations, the issuance of commercial paper, and the Operating Credit Facilities. The short-term liquidity under the Commercial Paper Program, Operating Credit Facilities, and anticipated levels of funds from operations are expected to be sufficient to fund normal operating requirements.

On June 18, 2018, Hydro One filed a short form base shelf prospectus (Universal Base Shelf Prospectus) with securities regulatory authorities in Canada to replace the universal base shelf prospectus that expired on April 30, 2018. The Universal Base Shelf Prospectus allows Hydro One to offer, from time to time in one or more public offerings, up to $4.0 billion of debt, equity or other securities, or any combination thereof, during the 25-month period ending on July 18, 2020.

 

17.

PENSION AND POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS

Estimated annual defined benefit pension plan contributions for 2018, 2019 and 2020 are approximately $50 million, $70 million, and $70 million, respectively, based on an actuarial valuation as at December 31, 2017 and projected levels of pensionable earnings. Employer contributions made during the nine months ended September 30, 2018 were $37 million (2017 – $67 million).

The following tables provide the components of the net periodic benefit costs for the three and nine months ended September 30, 2018 and 2017:

 

                 Post-Retirement and  
    

Pension Benefits

 

   

Post-Employment Benefits

 

 
  Three months ended September 30 (millions of dollars)    2018     2017     2018      2017  

Current service cost

     44       36       12        12  

Interest cost

     71       76       14        17  

Expected return on plan assets, net of expenses1

     (117     (110             

Amortization of actuarial losses

     21       20       1        2  

Net periodic benefit costs

     19       22       27        31  

Charged to results of operations2

     6       10       12        14  
                 Post-Retirement and  
    

Pension Benefits

 

   

Post-Employment Benefits

 

 
  Nine months ended September 30 (millions of dollars)    2018     2017     2018      2017  

Current service cost

     132       109       36        36  

Interest cost

     212       228       42        51  

Expected return on plan assets, net of expenses1

     (350     (331             

Amortization of actuarial losses

     63       60       2        6  

Net periodic benefit costs

     57       66       80        93  

Charged to results of operations2

     17       31       33        41  

 

1 

The expected long-term rate of return on pension plan assets for the year ending December 31, 2018 is 6.5% (2017 - 6.5%).

 

2 

The Company accounts for pension costs consistent with their inclusion in OEB-approved rates. During the three and nine months ended September 30, 2018, pension costs of $14 million (2017 - $22 million) and $39 million (2017 - $68 million), respectively, were attributed to labour, of which $6 million (2017 - $10 million) and $17 million (2017 - $31 million), respectively, were charged to operations, and $8 million (2017 - $12 million) and $22 million (2017 - $37 million) respectively, were capitalized as part of the cost of property, plant and equipment and intangible assets.

 

18.

ENVIRONMENTAL LIABILITIES

The following table shows the movements in environmental liabilities for the nine months ended September 30, 2018 and the year ended December 31, 2017:

 

  (millions of dollars)    Nine months ended
September 30,
2018
    Year ended
December 31,
2017
 

Environmental liabilities – beginning

     196       204  

Interest accretion

     5       8  

Expenditures

     (17     (24

Revaluation adjustment

           8  

Environmental liabilities – ending

     184       196  

Less: current portion

     (32     (28
       152       168  

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

The following table shows the reconciliation between the undiscounted basis of environmental liabilities and the amount recognized on the Consolidated Balance Sheets after factoring in the discount rate:

 

  (millions of dollars)   September 30,
2018
    December 31,
2017
 

Undiscounted environmental liabilities

    188       206  

Less: discounting environmental liabilities to present value

    (4     (10

Discounted environmental liabilities

    184       196  

At September 30, 2018, the estimated future environmental expenditures were as follows:

 

  (millions of dollars)        

Remainder of 2018

     8  

2019

     29  

2020

     32  

2021

     34  

2022

     31  

Thereafter

     54  
       188  

 

19.

SHARE CAPITAL

Common Shares

The Company is authorized to issue an unlimited number of common shares. At September 30, 2018, the Company had 595,882,438 common shares issued and outstanding (December 31, 2017 - 595,386,711).

The following table presents the changes to common shares during the nine months ended September 30, 2018.

 

  (number of shares)        

Common shares – December 31, 2017

     595,386,711  

Common shares issued – share grants1

     481,227  

Common shares issued – share grants2

     119  

Common shares issued – LTIP3

     14,381  

Common shares – September 30, 2018

     595,882,438  

 

1 

On April 1, 2018, Hydro One issued from treasury 481,227 common shares in accordance with provisions of the Power Workers’ Union (PWU) and the Society of United Professionals (Society) Share Grant Plans.

2 

On May 14, 2018, Hydro One issued from treasury 119 common shares in accordance with provisions of the PWU Share Grant Plan.

3 

On May 31, 2018, Hydro One issued from treasury 14,381 common shares in accordance with provisions of the LTIP.

Preferred Shares

The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At September 30, 2018 and December 31, 2017, two series of preferred shares are authorized for issuance: the Series 1 preferred shares and the Series 2 preferred shares. At September 30, 2018 and December 31, 2017, the Company had 16,720,000 Series 1 preferred shares and no Series 2 preferred shares issued and outstanding.

 

20.

DIVIDENDS

During the three months ended September 30, 2018, preferred share dividends in the amount of $4 million (2017 - $4 million) and common share dividends in the amount of $137 million (2017 - $131 million) were declared and paid.

During the nine months ended September 30, 2018, preferred share dividends in the amount of $13 million (2017 - $13 million) and common share dividends in the amount of $405 million (2017 - $387 million) were declared and paid.

 

21.

EARNINGS PER COMMON SHARE

Basic earnings per common share (EPS) is calculated by dividing net income attributable to common shareholders of Hydro One by the weighted-average number of common shares outstanding.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Diluted EPS is calculated by dividing net income attributable to common shareholders of Hydro One by the weighted-average number of common shares outstanding adjusted for the effects of potentially dilutive stock-based compensation plans, including the share grant plans and the Long-term Incentive Plan (LTIP), which are calculated using the treasury stock method.

 

   

Three months ended September 30

 

   

Nine months ended September 30

 

 
     2018     2017     2018     2017  

Net income attributable to common shareholders (millions of dollars)

    194       219       616       503  

Weighted-average number of shares

       

Basic

    595,882,438       595,386,308       595,714,016       595,254,201  

Effect of dilutive stock-based compensation plans

    1,968,856       2,130,453       2,128,211       2,172,635  

Diluted

    597,851,294       597,516,761       597,842,227       597,426,836  

EPS

       

Basic

    $0.33       $0.37       $1.03       $0.85  

Diluted

    $0.32       $0.37       $1.03       $0.84  

The common shares contingently issuable as a result of the Convertible Debentures are not included in diluted EPS until conditions for closing the Avista Corporation acquisition are met (see Note 4 - Business Combinations for details of the acquisition).

 

22.

STOCK-BASED COMPENSATION

Share Grant Plans

Hydro One has two share grant plans (Share Grant Plans), one for the benefit of certain members of the Power Workers’ Union (the PWU Share Grant Plan) and one for the benefit of certain members of The Society of United Professionals (formerly The Society of Energy Professionals) (the Society Share Grant Plan). A summary of share grant activity under the Share Grant Plans during the three and nine months ended September 30, 2018 and 2017 is presented below:

 

     Three months ended      Nine months ended  
           

September 30

 

          

September 30

 

 
  (number of share grants)    2018      2017      2018     2017  

Share grants outstanding – beginning

     4,344,386        4,962,804        4,825,732       5,334,415  

Vested and issued1,2

                   (481,346     (371,611

Share grants outstanding – ending

     4,344,386        4,962,804        4,344,386       4,962,804  
1 

On April 1, 2018, Hydro One issued from treasury 481,227 common shares to eligible employees in accordance with provisions of the PWU and the Society Share Grant Plans.

2 

On May 14, 2018, Hydro One issued from treasury 119 common shares to an eligible employee in accordance with provisions of the PWU Share Grant Plan.

Directors’ Deferred Share Unit (DSU) Plan

A summary of DSUs activity under the Directors’ DSU Plan during the three and nine months ended September 30, 2018 and 2017 is presented below:

 

     Three months ended      Nine months ended  
           

September 30

 

           

September 30

 

 
  (number of DSUs)    2018      2017      2018      2017  

DSUs outstanding - beginning

     243,660        141,553        187,090        99,083  

Granted

     10,764        22,504        67,334        64,974  

DSUs outstanding - ending

     254,424        164,057        254,424        164,057  

At September 30, 2018, a liability of $5 million (December 31, 2017 - $4 million) related to previously awarded Directors’ DSUs to the Company’s former Board of Directors (Board) has been recorded at the June 29, 2018 (last business day in June 2018) closing price of the Company’s common shares of $20.04 (December 31, 2017 - $22.40) and is included in accounts payable and other current liabilities (December 31, 2017 - included in long-term accounts payable and other liabilities) on the Consolidated Balance Sheets.

The liability related to the Company’s new Board is not significant and has been recorded at the September 28, 2018 (last business day in September 2018) closing price of the Company’s common shares of $19.64. This liability is included in long-term accounts payable and other liabilities on the Consolidated Balance Sheets.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Management DSU Plan

A summary of DSUs activity under the Management DSU Plan during the three and nine months ended September 30, 2018 and 2017 is presented below:

 

     Three months ended      Nine months ended  
           

September 30

 

           

September 30

 

 
  (number of DSUs)    2018      2017      2018      2017  

DSUs outstanding - beginning

     105,870        67,583        67,829         

Granted

     1,242        657        39,283        68,240  

DSUs outstanding - ending

     107,112        68,240        107,112        68,240  

At September 30, 2018, a liability of $1 million (December 31, 2017 - $1 million) related to previously awarded Management DSUs to the Company’s former President and Chief Executive Officer (CEO) has been recorded at the June 29, 2018 (last business day in June 2018) closing price of the Company’s common shares of $20.04 (December 31, 2017 - $22.40) and is included in accounts payable and other current liabilities (December 31, 2017 - included in long-term accounts payable and other liabilities) on the Consolidated Balance Sheets.

A liability of $1 million (December 31, 2017 - not significant) related to other Management DSUs has been recorded at the September 28, 2018 (last business day in September 2018) closing price of the Company’s common shares of $19.64 (December 31, 2017—$22.40) and is included in long-term accounts payable and other liabilities on the Consolidated Balance Sheets.

LTIP

Performance Share Units (PSU) and Restricted Share Units (RSU)

A summary of PSU and RSU awards activity under the LTIP during the three and nine months ended September 30, 2018 and 2017 is presented below:

 

    

PSUs

 

   

RSUs

 

 
  Three months ended September 30 (number of units)    2018     2017     2018     2017  

Units outstanding - beginning

     846,520       443,095       700,070       409,645  

Granted

     4,320       35,790       3,160       21,040  

Vested

           (609           (609

Forfeited

     (1,630     (9,036     (5,160     (7,676

Settled

     (238,030           (158,310      

Units outstanding - ending

     611,180       469,240       539,760       422,400  

 

    

PSUs

 

   

RSUs

 

 
  Nine months ended September 30 (number of units)    2018     2017     2018     2017  

Units outstanding - beginning

     429,980       230,600       393,430       254,150  

Granted

     445,120       303,240       345,790       239,990  

Vested

           (609     (13,470     (14,079

Forfeited

     (25,890     (63,991     (27,680     (57,661

Settled

     (238,030           (158,310      

Units outstanding - ending

     611,180       469,240       539,760       422,400  

The grant date total fair value of the awards granted during the three and nine months ended September 30, 2018 was $nil and $16 million (2017 - $1 million and $13 million), respectively. The compensation expense related to these awards recognized by the Company during the three and nine months ended September 30, 2018 was $7 million and $12 million (2017 - $2 million and $5 million), respectively. The expense recognized in the third quarter of 2018 included $5 million related to previously awarded PSUs and RSUs to the Company’s former President and CEO for which costs had not previously been recognized. These awards, consisting of 238,030 PSUs and 158,310 RSUs, were settled in the third quarter of 2018 through a one-time cash settlement arrangement.

Stock Options

The Company is authorized to grant stock options under its LTIP to certain eligible employees. During the nine months ended September 30, 2018, the Company granted 1,450,880 stock options (2017 - nil), all in the first quarter of 2018. The stock options granted are exercisable for a period not to exceed seven years from the date of grant and vest evenly over a three-year period on each anniversary of the date of grant.

The fair value based method is used to measure compensation expense related to stock options and the expense is recognized over the vesting period on a straight-line basis. The fair value of the stock option awards granted was estimated on the date of grant using a Black-Scholes valuation model.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Stock options granted and the weighted-average assumptions used in the valuation model for options granted during the nine months ended September 30, 2018 are as follows:

 

Exercise price1

   $ 20.70  

Grant date fair value per option

   $ 1.66  

Valuation assumptions:

  

Expected dividend yield2

     3.78

Expected volatility3

     15.01

Risk-free interest rate4

     2.00

Expected option term5

     4.5 years  

 

1 

Hydro One common share price on the date of the grant.

2 

Based on dividend and Hydro One common share price on the date of the grant.

3 

Based on average daily volatility of peer entities for a 4.5-year term.

4 

Based on bond yield for an equivalent Canadian government bond.

5 

Determined using the option term and the vesting period.

A summary of stock options activity during the three and nine months ended September 30, 2018 and 2017 is presented below:

 

    

Three months ended

September 30

    

Nine months ended

September 30

 
  (number of stock options)    2018     2017      2018     2017  

Stock options outstanding - beginning

     1,450,880                     

Granted1

                  1,450,880        

Cancelled2

     (500,970            (500,970      

Stock options outstanding - ending1

     949,910              949,910        

 

1 

All stock options granted and outstanding at September 30, 2018 are non-vested.

 

2 

During the three months ended June 30, 2018, 500,970 stock options previously awarded to the Company’s former President and CEO were cancelled. The unrecognized compensation expense related to the cancelled stock options was $1 million.

The compensation expense related to stock options recognized by the Company during the three and nine months ended September 30, 2018 was not significant. At September 30, 2018, there was $1 million of unrecognized compensation expense related to stock options not yet vested, which is expected to be recognized over a weighted-average period of approximately three years.

 

23.

RELATED PARTY TRANSACTIONS

The Province is a shareholder of Hydro One with approximately 47.4% ownership at September 30, 2018. The IESO, Ontario Power Generation Inc. (OPG), Ontario Electricity Financial Corporation (OEFC), and the OEB, are related parties to Hydro One because they are controlled or significantly influenced by the Province.

 

         Three months ended     Nine months ended  

   (millions of dollars)

 

            

September 30

 

         

September 30

 

 
Related Party    Transaction   2018     2017     2018     2017  

Province

   Dividends paid     69       69       205       231  

IESO

   Power purchased     321       276       1,079       1,169  
   Revenues for transmission services     474       390       1,293       1,124  
   Amounts related to electricity rebates     113       181       353       321  
   Distribution revenues related to rural rate protection     59       61       177       185  
   Distribution revenues related to the supply of electricity to remote northern communities     8       8       24       24  
     Funding received related to Conservation and Demand Management programs     11       18       33       44  

OPG

   Power purchased     2       2       8       7  
   Revenues related to provision of construction and equipment maintenance services     2       2       6       6  
     Costs related to the purchase of services                       1  

OEFC

   Power purchased from power contracts administered by the OEFC     1             2       1  

OEB

   OEB fees     2       2       6       6  

Sales to and purchases from related parties are based on the requirements of the OEB’s Affiliate Relationships Code. Outstanding balances at period end are interest-free and settled in cash.

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

24.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The changes in non-cash balances related to operations consist of the following:

 

    Three months ended     Nine months ended  
          September 30           September 30  
  (millions of dollars)   2018     2017     2018     2017  

Accounts receivable

    (7     50       46       241  

Due from related parties

    27       (38     (57     (136

Materials and supplies

                (2      

Prepaid expenses and other assets

    5       9       2       6  

Accounts payable

    22       (10     (14     (9

Accrued liabilities

    3       (16     78       (57

Due to related parties

    1       2       (151     (141

Accrued interest

    32       37       31       35  

Long-term accounts payable and other liabilities

    (5     (3     (6     (1

Post-retirement and post-employment benefit liability

    7       21       19       61  
      85       52       (54     (1

Capital Expenditures

The following tables reconcile investments in property, plant and equipment and intangible assets and the amounts presented in the Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2018 and 2017. The reconciling items include net change in accruals and capitalized depreciation.

 

    

Three months ended September 30, 2018

 

   

Nine months ended September 30, 2018

 

 
     Property,                 Property,              
     Plant and     Intangible           Plant and     Intangible        
  (millions of dollars)    Equipment     Assets     Total     Equipment     Assets     Total  

Capital investments

     (374     (28     (402     (1,047     (61     (1,108

Reconciling items

     4       3       7       25             25  

Cash outflow for capital expenditures

     (370     (25     (395     (1,022     (61     (1,083
    

Three months ended September 30, 2017

 

   

Nine months ended September 30, 2017

 

 
     Property,                 Property,              
     Plant and     Intangible           Plant and     Intangible        
  (millions of dollars)    Equipment     Assets     Total     Equipment     Assets     Total  

Capital investments

     (359     (21     (380     (1,087     (49     (1,136

Reconciling items

     1       (3     (2     16       (8     8  

Cash outflow for capital expenditures

     (358     (24     (382     (1,071     (57     (1,128

Supplementary Information

 

     Three months ended      Nine months ended  
            September 30             September 30  
  (millions of dollars)    2018      2017      2018      2017  

Net interest paid

     106        89        356        308  

Income taxes paid

     1        3        13        11  

 

25.

CONTINGENCIES

Hydro One is involved in various lawsuits and claims in the normal course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Hydro One Inc., Hydro One Networks, Hydro One Remote Communities Inc., and Norfolk Power Distribution Inc. are defendants in a class action suit in which the representative plaintiff is seeking up to $125 million in damages related to allegations of improper billing practices. The plaintiff’s motion for certification was dismissed by the court on November 28, 2017, but the plaintiff has appealed the court’s decision. The appeal was heard on October 16, 2018, and it is likely that the court will render its decision before the end of 2018.

To date, four putative class action lawsuits were filed by purported Avista Corporation shareholders in relation to the Merger. First, Fink v. Morris, et al., was filed in Washington state court and the amended complaint names as defendants Avista Corporation’s directors, Hydro One, Olympus Holding Corp., Olympus Corp., and Bank of America Merrill Lynch. The suit alleges that Avista Corporation’s directors breached their fiduciary duties in relation to the Merger, aided and abetted by Hydro One, Olympus Holding

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

Corp., Olympus Corp. and Bank of America Merrill Lynch. The Washington state court issued an order staying the litigation until after the plaintiffs file an amended complaint, which must be no later than 30 days after Avista Corporation or Hydro One publicly announces that the Merger has closed. Second, Jenß v. Avista Corp., et al., Samuel v. Avista Corp., et al., and Sharpenter v. Avista Corp., et al., were each filed in the US District Court for the Eastern District of Washington and named as defendants Avista Corporation and its directors; Sharpenter also named Hydro One, Olympus Holding Corp., and Olympus Corp. The lawsuits alleged that the preliminary proxy statement omitted material facts necessary to make the statements therein not false or misleading. Jenß, Samuel, and Sharpenter were all voluntarily dismissed by the respective plaintiffs with no consideration paid by any of the defendants. The one remaining class action is consistent with expectations for US merger transactions and, while there is no certainty as to outcome, Hydro One believes that the lawsuit is not material to Hydro One.

 

26.

COMMITMENTS

The following table presents a summary of Hydro One’s commitments under leases, outsourcing and other agreements due in the next 5 years and thereafter:

 

  September 30, 2018 (millions of dollars)    Year 1      Year 2      Year 3      Year 4      Year 5      Thereafter  

Outsourcing agreements

     124        99        39        3        2        4  

Long-term software/meter agreement

     14        17        6        1        2        1  

Operating lease commitments

     9        10        6        2        1        3  

The following table presents a summary of Hydro One’s other commercial commitments by year of expiry in the next 5 years and thereafter:

 

 

  September 30, 2018 (millions of dollars)    Year 1      Year 2      Year 3      Year 4      Year 5      Thereafter  

Operating Credit Facilities1

                          2,550                

Letters of credit2

     162        5                              

Guarantees3

     325                                     

 

1 

For repayment and expiry details of the Acquisition Credit Facilities, please see Note 14 - Debt and Credit Agreements.

 

2 

Letters of credit consist of a $154 million letter of credit related to retirement compensation arrangements, a $7 million letter of credit provided to the IESO for prudential support, $5 million in letters of credit to satisfy debt service reserve requirements, and $1 million in letters of credit for various operating purposes.

 

3 

Guarantees consist of prudential support provided to the IESO by Hydro One Inc. on behalf of its subsidiaries.

27. SEGMENTED REPORTING

Hydro One has three reportable segments:

 

The Transmission Segment, which comprises the transmission of high voltage electricity across the province, interconnecting more than 70 local distribution companies and certain large directly connected industrial customers throughout the Ontario electricity grid;

 

The Distribution Segment, which comprises the delivery of electricity to end customers and certain other municipal electricity distributors; and

 

Other Segment, which includes certain corporate activities and the operations of the Company’s telecommunications business.

The designation of segments has been based on a combination of regulatory status and the nature of the services provided. Operating segments of the Company are determined based on information used by the chief operating decision maker in deciding how to allocate resources and evaluate the performance of each of the segments. The Company evaluates segment performance based on income before financing charges and income taxes from continuing operations (excluding certain allocated corporate governance costs).

 

  Three months ended September 30, 2018 (millions of dollars)    Transmission      Distribution      Other     Consolidated  

Revenues

     493        1,103        10       1,606  

Purchased power

            733              733  

Operation, maintenance and administration

     95        150        26       271  

Depreciation and amortization

     111        100        2       213  

Income (loss) before financing charges and income taxes

     287        120        (18     389  

Capital investments

     261        138        3       402  

 

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HYDRO ONE LIMITED

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

For the three and nine months ended September 30, 2018 and 2017

 

  Three months ended September 30, 2017 (millions of dollars)    Transmission      Distribution      Other     Consolidated  

Revenues

     471        1,040        11       1,522  

Purchased power

            675              675  

Operation, maintenance and administration

     95        149        33       277  

Depreciation and amortization

     105        102        2       209  

Income (loss) before financing charges and income taxes

     271        114        (24     361  

Capital investments

     240        138        2       380  
  Nine months ended September 30, 2018 (millions of dollars)    Transmission      Distribution      Other     Consolidated  

Revenues

     1,344        3,284        31       4,659  

Purchased power

            2,158              2,158  

Operation, maintenance and administration

     295        435        67       797  

Depreciation and amortization

     321        294        5       620  

Income (loss) before financing charges and income taxes

     728        397        (41     1,084  

Capital investments

     693        409        6       1,108  
  Nine months ended September 30, 2017 (millions of dollars)    Transmission      Distribution      Other     Consolidated  

Revenues

     1,199        3,317        35       4,551  

Purchased power

            2,213              2,213  

Operation, maintenance and administration

     296        447        79       822  

Depreciation and amortization

     309        288        6       603  

Income (loss) before financing charges and income taxes

     594        369        (50     913  

Capital investments

     701        427        8       1,136  

Total Assets by Segment:

 

     September 30,      December 31,  
  (millions of dollars)    2018      2017  

Transmission

     14,013        13,608  

Distribution

     9,426        9,259  

Other

     3,398        2,834  

Total assets

     26,837        25,701  

Total Goodwill by Segment:

 

     September 30,      December 31,  
  (millions of dollars)    2018      2017  

Transmission

     157        157  

Distribution

     168        168  

Total goodwill

     325        325  

All revenues, assets and substantially all costs, as the case may be, are earned, held or incurred in Canada.

 

28.

SUBSEQUENT EVENTS

Dividends

On November 7, 2018, preferred share dividends in the amount of $5 million and common share dividends in the amount of $137 million ($0.23 per common share) were declared.

Repayment of Long-term Debt

On October 9, 2018, Hydro One Inc. repaid $750 million of maturing long-term debt notes (MTN Series 28 notes) under its MTN Program.

Directors’ DSUs

In October 2018, $4 million related to previously awarded Directors’ DSUs to the Company’s former Board was paid.

 

 

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