EX-99.1 2 a2020q2hoifs.htm EX-99.1 Document
HYDRO ONE INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
For the three and six months ended June 30, 2020 and 2019
Three months ended June 30Six months ended June 30
(millions of Canadian dollars, except per share amounts)
2020201920202019
Revenues
Distribution (includes related party revenues of $72 and $142 (2019 - $70 and $139)
for the three and six months ended June 30, respectively) (Note 24)
1,201  1,029  2,640  2,350  
Transmission (includes related party revenues of $452 and $848 (2019 - $370
 and $784) for the three and six months ended June 30, respectively) (Note 24)
459  374  859  803  
1,660  1,403  3,499  3,153  
Costs
Purchased power (includes related party costs of $366 and $1,144 (2019 - $261
and $815) for the three and six months ended June 30, respectively) (Note 24)
808  653  1,815  1,460  
Operation, maintenance and administration (Note 24)
261  257  517  513  
Depreciation, amortization and asset removal costs (Note 5)
211  218  421  429  
1,280  1,128  2,753  2,402  
Income before financing charges and income tax expense380  275  746  751  
Financing charges (Note 6)
119  116  238  226  
Income before income tax expense261  159  508  525  
Income tax expense (recovery) (Note 7)
(849) (5) (834) 34  
Net income 1,110  164  1,342  491  
Other comprehensive loss (Note 8)
(14) —  (34) (1) 
Comprehensive income1,096  164  1,308  490  
Net income attributable to:
    Noncontrolling interest     
    Preferred shareholder—  —  —   
    Common shareholder1,108  162  1,338  486  
1,110  164  1,342  491  
Comprehensive income attributable to:
    Noncontrolling interest     
    Preferred shareholder—  —  —   
    Common shareholder1,094  162  1,304  485  
1,096  164  1,308  490  
Earnings per common share (Note 22)
    Basic$7,790$1,139  $9,407$3,417  
    Diluted$7,790$1,139  $9,407$3,417  
Dividends per common share declared (Note 21)
$0$0$0$7

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

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HYDRO ONE INC.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (unaudited)
At June 30, 2020 and December 31, 2019

As at (millions of Canadian dollars)
June 30,
2020
December 31, 2019
Assets
Current assets:
Cash and cash equivalents—   
Accounts receivable (Note 9)
579  699  
Due from related parties (Note 24)
398  500  
Other current assets (Note 10)
134  114  
1,111  1,320  
Property, plant and equipment (Note 11)
21,833  21,418  
Other long-term assets:
Regulatory assets (Note 12)
3,999  2,676  
Deferred income tax assets 122  643  
Intangible assets (net of accumulated amortization - $549; 2019 - $517)470  455  
Goodwill 325  325  
Other assets (Note 13)
73  80  
4,989  4,179  
Total assets27,933  26,917  
Liabilities
Current liabilities:
Bank indebtedness —  
Short-term notes payable (Note 16)
860  1,143  
Long-term debt payable within one year (includes $305 measured at fair value; 2019 - $nil) (Notes 16, 17)
808  653  
Accounts payable and other current liabilities (Note 14)
985  974  
Due to related parties (Note 24)
82  301  
2,740  3,071  
Long-term liabilities:
Long-term debt (includes $nil measured at fair value; 2019 - $351) (Notes 16, 17)
11,113  10,822  
Regulatory liabilities (Note 12)
202  167  
Deferred income tax liabilities —  61  
Other long-term liabilities (Note 15)
3,139  3,073  
14,454  14,123  
Total liabilities17,194  17,194  
Contingencies and Commitments (Notes 26, 27)
Subsequent Events (Note 29)
Noncontrolling interest subject to redemption 21  20  
Equity
Common shares (Note 20)
3,264  3,564  
Retained earnings7,424  6,086  
Accumulated other comprehensive loss(40) (6) 
Hydro One shareholder’s equity10,648  9,644  
Noncontrolling interest 70  59  
Total equity10,718  9,703  
27,933  26,917  

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



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HYDRO ONE INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
For the six months ended June 30, 2020 and 2019


Six months ended June 30, 2020
(millions of Canadian dollars)


Common
Shares


Retained
Earnings
Accumulated
Other
Comprehensive
Loss

Hydro One
Shareholder’s
Equity
Non-
controlling
Interest


Total
Equity
January 1, 20203,564  6,086  (6) 9,644  59  9,703  
Net income—  1,338  —  1,338   1,340  
Other comprehensive loss (Note 8)
—  —  (34) (34) —  (34) 
Distributions to noncontrolling interest—  —  —  —  (1) (1) 
Contributions from sale of
    noncontrolling interest (Note 4)
—  —  —  —  10  10  
Dividends on preferred shares—  —  —  —  —  —  
Dividends on common shares—  —  —  —  —  —  
Return of stated capital (Note 20)
(300) —  —  (300) —  (300) 
June 30, 20203,264  7,424  (40) 10,648  70  10,718  


Six months ended June 30, 2019
(millions of Canadian dollars)


Common
Shares


Retained
Earnings
Accumulated
Other
Comprehensive
Loss

Hydro One
Shareholder’s
Equity
Non-
controlling
Interest


Total
Equity
January 1, 20194,312  5,137  (7) 9,442  49  9,491  
Net income —  488  —  488   490  
Other comprehensive loss—  —  (1) (1) —  (1) 
Distributions to noncontrolling interest—  —  —  —  (4) (4) 
Dividends on preferred shares—  (2) —  (2) —  (2) 
Dividends on common shares—  (1) —  (1) —  (1) 
Return of stated capital (485) —  —  (485) —  (485) 
June 30, 20193,827  5,622  (8) 9,441  47  9,488  

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

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HYDRO ONE INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the three and six months ended June 30, 2020 and 2019



Three months ended June 30Six months ended June 30
(millions of Canadian dollars)
2020201920202019
Operating activities
Net income 1,110  164  1,342  491  
Environmental expenditures(5) (8) (11) (16) 
Adjustments for non-cash items:
Depreciation and amortization (Note 5)
186  191  375  380  
Regulatory assets and liabilities(63) (3) (2) (173) 
Deferred income tax expense (recovery)(856) (10) (853) 19  
Other24   29   
Changes in non-cash balances related to operations (Note 25)
(37) (50) 19  (164) 
Net cash from operating activities359  285  899  542  
Financing activities
Long-term debt issued—  1,500  1,100  1,500  
Long-term debt repaid(652) (1) (652) (229) 
Short-term notes issued860  482  2,145  2,422  
Short-term notes repaid(1,013) (1,564) (2,428) (3,076) 
Return of stated capital(154) (347) (300) (485) 
Preferred shares redeemed—  —  —  (486) 
Dividends paid—  —  —  (3) 
Distributions paid to noncontrolling interest—  (2) (2) (6) 
Contributions received from sale of noncontrolling interest (Note 4)
—  —  10  —  
Change in bank indebtedness    
Costs to obtain financing—  (8) (5) (8) 
Net cash from (used in) financing activities(954) 61  (127) (370) 
Investing activities
Capital expenditures (Note 25)
Property, plant and equipment(386) (339) (724) (617) 
Intangible assets(29) (24) (51) (48) 
Capital contributions received—   —   
Other(2) —  (4) (2) 
Net cash used in investing activities(417) (360) (779) (664) 
Net change in cash and cash equivalents (1,012) (14) (7) (492) 
Cash and cash equivalents, beginning of period1,012  14   492  
Cash and cash equivalents, end of period—  —  —  —  

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

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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the three and six months ended June 30, 2020 and 2019


1. DESCRIPTION OF THE BUSINESS
Hydro One Inc. (Hydro One or the Company) was incorporated on December 1, 1998, under the Business Corporations Act (Ontario) and is wholly-owned by Hydro One Limited. 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
The Company's transmission business consists of the transmission system operated by its subsidiaries, Hydro One Networks Inc. (Hydro One Networks) and Hydro One Sault Ste. Marie LP (HOSSM), as well as an approximately 66% interest in B2M Limited Partnership (B2M LP), a limited partnership between Hydro One and the Saugeen Ojibway Nation (SON), and an approximately 55% interest in Niagara Reinforcement Limited Partnership (NRLP), a limited partnership between Hydro One and Six Nations of the Grand River Development Corporation and the Mississaugas of the Credit First Nation (collectively, the First Nations Partners). Hydro One’s distribution business consists of the distribution system operated by its subsidiaries, Hydro One Networks and Hydro One Remote Communities Inc. (Hydro One Remote Communities).
Transmission
On March 7, 2019, the Ontario Energy Board (OEB) issued a decision (DTA Decision) with respect to Hydro One's rate-setting treatment of the benefits of the deferred tax asset resulting from the transition from the payments in lieu of tax regime to tax payments under the federal and provincial tax regimes. On July 16, 2020, the Ontario Divisional Court rendered its decision (ODC Decision) on the Company's appeal of the OEB's DTA Decision. See Note 12 - Regulatory Assets and Liabilities and Note 29 - Subsequent Events for additional information.
On March 21, 2019, Hydro One Networks filed a three-year Custom Incentive Rate application with the OEB for 2020-2022 transmission rates. On December 10, 2019, the OEB approved Hydro One Networks' 2019 transmission revenue requirement and charges as interim effective January 1, 2020 until the new transmission revenue requirement and charges are approved by the OEB. On April 23, 2020, the OEB rendered its decision on the 2020-2022 transmission rate application (2020-2022 Transmission Decision). On July 16, 2020, the OEB issued its final rate order for the 2020-2022 transmission rates. See Note 29 - Subsequent Events for additional information.
On July 31, 2019, B2M LP filed a transmission rate application for 2020-2024, seeking a base revenue requirement of $36 million for 2020, and a revenue cap escalator index for 2021 to 2024. On January 16, 2020, the OEB approved an updated 2020 base revenue requirement of $33 million.
On October 25, 2019, NRLP filed its revenue cap incentive rate application for 2020-2024. On December 19, 2019, the OEB approved NRLP’s proposed 2020 revenue requirement of $9 million on an interim basis effective January 1, 2020. On April 9, 2020, final OEB approval was received.
On December 17, 2019, the OEB issued a decision on HOSSM’s request for transmission revenue requirement for 2020. The OEB approved a 1.5% revenue cap increase effective January 1, 2020.
Distribution
On November 15, 2019, Hydro One Remote Communities filed an application with the OEB seeking approval for a 2% increase to 2019 base rates. On April 16, 2020, the OEB approved the requested increase for new rates effective May 1, 2020, while the implementation of these rates will be deferred to November 1, 2020 due to COVID-19.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation and Presentation
These unaudited condensed interim consolidated financial statements (Consolidated Financial Statements) include the accounts of the Company and its subsidiaries. Inter-company transactions and balances have been eliminated.
Basis of Accounting
These Consolidated Financial Statements are prepared and presented in accordance with United States Generally Accepted Accounting Principles (US 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, 2019, with the exception of the adoption of new accounting standards as described in Note 3. 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
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2019.
3. NEW ACCOUNTING PRONOUNCEMENTS
The following tables present Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board that are applicable to Hydro One:
Recently Adopted Accounting Guidance
GuidanceDate issued
Description
Effective dateImpact on Hydro One
ASU
2017-04
January 2017
The amendment removes the second step of the current two-step goodwill impairment test to simplify the process of testing goodwill.
January 1, 2020No impact upon adoption
ASU
2018-13
August 2018
Disclosure requirements on fair value measurements in Accounting Standard Codification (ASC) 820 are modified to improve the effectiveness of disclosures in financial statement notes.
January 1, 2020No impact upon adoption
ASU
2019-01
March 2019
This amendment carries forward the exemption previously provided under ASC 840 relating to the determination of the fair value of underlying assets by lessors that are not manufacturers or dealers. It also provides for clarification on cash-flow presentation of sales-type and financing leases and clarifies that transition disclosures under Topic 250 are not applicable in the adoption of ASC 842.
January 1, 2020No impact upon adoption
4. BUSINESS COMBINATIONS
Acquisition of Peterborough Distribution
In July 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, for a cash purchase price of approximately $105 million, plus the funding or assumption of agreed upon liabilities, subject to final closing adjustments. On April 30, 2020, the OEB issued its decision approving Hydro One’s application for the acquisition. The Peterborough Distribution acquisition transaction was completed on August 1, 2020. See Note 29 – Subsequent Events for further details.
Acquisition of Orillia Power
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 a cash payment of $26 million and the assumption of approximately $15 million in outstanding indebtedness and regulatory liabilities, subject to final closing adjustments. On April 30, 2020, the OEB issued its decision approving Hydro One’s application for the acquisition. The transaction is expected to close in the third quarter of 2020.
NRLP
On January 31, 2020, the Mississaugas of the Credit First Nation purchased an additional 19.9% equity interest in NRLP from Hydro One Networks for total cash consideration of $9.5 million. Following this transaction, Hydro One's interest in the equity portion of NRLP was reduced to 55%, with the Six Nations of the Grand River Development Corporation and the Mississaugas of the Credit First Nation owning 25% and 20%, respectively, of the equity interest in NRLP.
5.  DEPRECIATION, AMORTIZATION AND ASSET REMOVAL COSTS
Three months ended June 30Six months ended June 30
 (millions of dollars)
2020201920202019
Depreciation of property, plant and equipment165162  332  324  
Amortization of intangible assets1621  32  40  
Amortization of regulatory assets5 11  16  
Depreciation and amortization186191  375  380  
Asset removal costs2527  46  49  
211218  421  429  
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


6. FINANCING CHARGES
Three months ended June 30Six months ended June 30
(millions of dollars)
2020201920202019
Interest on long-term debt125  123  247  234  
Interest on short-term notes   12  
Other    
Less: Interest capitalized on construction and development in progress(12) (13) (22) (24) 
           Interest earned on cash and cash equivalents(1) (4) (3) (5) 
119  116  238  226  
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:
Six months ended June 30 (millions of dollars)
20202019
Income before income tax expense508  525  
Income tax expense at statutory rate of 26.5% (2019 - 26.5%)135  139  
Increase (decrease) resulting from:
Net temporary differences recoverable in future rates charged to customers:
Capital cost allowance in excess of depreciation and amortization1
(52) (45) 
Impact of tax deductions from deferred tax asset sharing2
(22) (32) 
Overheads capitalized for accounting but deducted for tax purposes(10) (9) 
Pension and post-retirement benefit contributions in excess of pension expense(3) (8) 
Interest capitalized for accounting but deducted for tax purposes(7) (6) 
Environmental expenditures(4) (4) 
Other(5) (3) 
Net temporary differences(103) (107) 
Net permanent differences  
Recognition of deferred income tax regulatory asset (Notes 12, 29)
(867) —  
Total income tax expense (recovery)(834) 34  
Effective income tax rate(164.2)%6.5 %
1 Includes accelerated tax depreciation of up to three times the first-year rate for certain eligible capital investments acquired after November 20, 2018 and placed in-service before January 1, 2028, as introduced in the 2019 federal and Ontario budgets and enacted in the second quarter of 2019.
2 Impact of tax deductions from deferred tax sharing represents the OEB’s prescribed allocation to ratepayers of the net deferred tax asset that originated from the transition from the payments in lieu of tax regime under the Electricity Act, 1998 (Ontario) to tax payments under the federal and provincial tax regime.
8. OTHER COMPREHENSIVE LOSS
Three months ended June 30,Six months ended June 30,
(millions of dollars)2020201920202019
Recognition of assets relating to other post-employment benefit transfer (Note 18)
23  —  23  —  
Recognition of other post-employment benefit liability (Note 18)
(32) —  (32) —  
Loss on cash flow hedges (interest-rate swap agreements) (Note 17)
(3) —  (23) —  
Loss on cash flow hedges (bond forward agreements) (Note 17)
(2) —  (2) —  
Other—  —  —  (1) 
(14) —  (34) (1) 
9. ACCOUNTS RECEIVABLE
As at (millions of dollars)
June 30,
2020
December 31, 2019
Accounts receivable - billed309  330  
Accounts receivable - unbilled310  391  
Accounts receivable, gross619  721  
Allowance for doubtful accounts(40) (22) 
Accounts receivable, net579  699  
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


The following table shows the movements in the allowance for doubtful accounts for the six months ended June 30, 2020 and the year ended December 31, 2019:
(millions of dollars)Six months ended
June 30,
2020
Year ended December 31, 2019
Allowance for doubtful accounts – beginning(22) (21) 
Write-offs 18  
Additions to allowance for doubtful accounts1
(25) (19) 
Allowance for doubtful accounts – ending(40) (22) 
1 Additions to allowance for doubtful accounts for the six months ended June 30, 2020 include $14 million (year ended December 31, 2019 - $nil) related to the impact of the COVID-19 pandemic. In accordance with accounting guidance issued by the OEB on March 25, 2020, the Company has established a regulatory deferral account to track incremental costs, including costs relating to bad debt expenses, incurred as a result of the COVID-19 pandemic. The estimated amount relating to incremental bad debt expenses has been recognized as a regulatory asset. See Note 12 - Regulatory Assets and Liabilities.
10.  OTHER CURRENT ASSETS
As at (millions of dollars)
June 30,
2020
December 31, 2019
Prepaid expenses and other assets56  41  
Regulatory assets (Note 12)
53  52  
Materials and supplies20  21  
Derivative assets (Note 17)
 —  
134  114  
11. PROPERTY, PLANT AND EQUIPMENT
As at (millions of dollars)
June 30,
2020
December 31, 2019
Property, plant and equipment32,061  31,716  
Less: accumulated depreciation(11,656) (11,345) 
20,405  20,371  
Construction in progress1,261  887  
Future use land, components and spares167  160  
21,833  21,418  
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


12. REGULATORY ASSETS AND LIABILITIES
Regulatory assets and liabilities arise as a result of the rate-setting process. Hydro One has recorded the following regulatory assets and liabilities:
As at (millions of dollars)
June 30,
2020
December 31, 2019
Regulatory assets:
    Deferred income tax regulatory asset2,442  1,128  
    Pension benefit regulatory asset1,113  1,125  
    Environmental132  141  
    Post-retirement and post-employment benefits105  105  
    Post-retirement and post-employment benefits - non-service cost82  77  
    Foregone revenue deferral65  67  
    Stock-based compensation38  42  
    Conservation and Demand Management (CDM) variance20  —  
    Debt premium 14  17  
    COVID-19 emergency deferral14  —  
    Other27  26  
Total regulatory assets4,052  2,728  
Less: current portion(53) (52) 
3,999  2,676  
Regulatory liabilities:
    Tax rule changes variance58  44  
    Retail settlement variance account 49  23  
    Pension cost differential31  31  
    Green energy expenditure variance27  31  
    Distribution rate riders23  42  
    Earnings sharing mechanism deferral22  21  
    External revenue variance  
    Deferred income tax regulatory liability  
    Other  
Total regulatory liabilities229  212  
Less: current portion(27) (45) 
202  167  
Deferred Income Tax Regulatory Asset and Liability
On July 16, 2020, the Ontario Divisional Court rendered its decision on the Company's appeal of the OEB's DTA Decision. In connection with the ODC Decision, the Company has recorded a reversal of the previously recognized impairment charge of Hydro One Networks' distribution and transmission deferred income tax regulatory asset, including the cumulative amounts shared with ratepayers to-date by Hydro One Networks' distribution and transmission segments of $58 million and $118 million, respectively. This has resulted in the recognition of deferred income tax regulatory assets of $504 million and $673 million, respectively, and associated deferred income tax liability of $310 million. The Company has recorded an increase in net income of $867 million as deferred income tax recovery.
The recognition of the regulatory asset related to DTA amounts shared with ratepayers that arose from the ODC Decision has no impact on the Company's forecast effective tax rates, as this will be dependent on the timing of the OEB's final decision and related recovery of the regulatory asset.
See Note 1 - Description of the Business - Rate Setting and Note 29 - Subsequent Events for additional information.
Foregone Revenue Deferral
The foregone revenue deferral account is primarily made up of the difference between revenue earned by Hydro One Networks transmission, NRLP, B2M LP, and HOSSM under interim 2020 Uniform Transmission Rates (UTRs), and the revenues that would have been received under the approved UTRs based on OEB-approved 2020 rates revenue requirement and load forecast. This account currently captures the foregone revenue from January 1, 2020 to June 30, 2020. The foregone revenue deferral account is also made up of the difference between revenue earned based on distribution rates approved by the OEB in Hydro One Networks' 2018-2022 distribution rates application, effective May 1, 2018, and revenue earned under the interim rates until the approved 2018 and 2019 rates were implemented on July 1, 2019. This amount is being recovered from ratepayers over an 18-month period ending December 31, 2020.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


COVID-19 Emergency Deferral
On March 25, 2020, the OEB issued accounting guidance for the establishment of three deferral accounts to track incremental costs and lost revenues related to the COVID-19 pandemic: (i) Billing and System Changes as a Result of the Emergency Order Regarding Time-of-Use Pricing, (ii) Lost Revenues Arising from the COVID-19 Emergency, and (iii) Other Incremental Costs, including costs relating to bad debt expenses. The OEB accounting guidance specified that incremental bad debt expense can be included in the Other Incremental Costs COVID-19 emergency deferral account and the Company has assessed that it is probable that this expense will be recovered in future rates; therefore, this has been recognized as a regulatory asset. The current balance in the regulatory deferral account represents the incremental bad debt expense as a result of the COVID-19 pandemic. Hydro One is also tracking certain incremental costs and lost revenues that have arisen due to the COVID-19 pandemic. These amounts have not been recognized as regulatory assets as the Company has not assessed these as probable for recovery in future rates as it waits for further direction from the OEB. The OEB has commenced a consultation on the COVID-19 emergency deferral accounts and intends to assess policy guidance with respect to the recoverability of amounts tracked in the deferral accounts, and set out the timing and process for disposition of the accounts.
CDM Variance
The CDM variance account tracks the impact of actual CDM and demand response programs on the actual load forecast compared to the estimated load forecast included in revenue requirement. As per the OEB's decision on Hydro One Networks' 2017 and 2018 transmission rates, and 2019 transmission rates, this account was maintained to record any variances for 2017, 2018, and 2019. A CDM variance amount for 2017 was calculated and proposed for disposition in the Hydro One Networks' transmission 2020-2022 rates application. In April 2020, the amount as at December 31, 2018, including accrued interest, was approved for disposition by the OEB and was recognized as a regulatory asset. The amount was approved to be recovered from ratepayers over a 3-year period ending December 31, 2022.
13. OTHER LONG-TERM ASSETS
As at (millions of dollars)
June 30,
2020
December 31, 2019
Right-of-Use (ROU) assets (Note 19)
66  71  
Derivative assets (Note 17)
—   
Other long-term assets  
73  80  
14. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
As at (millions of dollars)
June 30,
2020
December 31, 2019
Accrued liabilities644  603  
Accounts payable149  184  
Accrued interest110  104  
Environmental liabilities35  30  
Regulatory liabilities (Note 12)
27  45  
Lease obligations (Note 19)
  
Derivative liabilities (Note 17)
11  —  
985  974  
15. OTHER LONG-TERM LIABILITIES
As at (millions of dollars)
June 30,
2020
December 31, 2019
Post-retirement and post-employment benefit liability (Note 18)
1,789  1,705  
Pension benefit liability (Note 18)
1,113  1,125  
Environmental liabilities 97  111  
Lease obligations (Note 19)
61  66  
Due to related parties (Note 24)
29  40  
Derivative liabilities (Note 17)
20  —  
Asset retirement obligations 13  10  
Long-term accounts payable  
Other long-term liabilities14  11  
3,139  3,073  
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


16. DEBT AND CREDIT AGREEMENTS
Short-Term Notes and Credit Facilities
Hydro One meets its short-term liquidity requirements in part through the issuance of commercial paper under its Commercial Paper Program which has a maximum authorized amount of $2,300 million. These short-term notes are denominated in Canadian dollars with varying maturities up to 365 days. The Commercial Paper Program is supported by the Company’s committed and unsecured revolving standby credit facilities totalling $2,300 million (Operating Credit Facilities). At June 30, 2020, no amounts have been drawn on the Operating Credit Facilities.
The Company may use the Operating Credit Facilities for working capital and general corporate purposes. If used, interest on the Operating Credit Facilities would apply based on Canadian benchmark rates. The obligation of each lender to make any credit extension under its credit facility is subject to various conditions including that no event of default has occurred or would result from such credit extension.
Long-Term Debt
The following table presents long-term debt outstanding at June 30, 2020 and December 31, 2019:
As at (millions of dollars)
June 30,
2020
December 31, 2019
Hydro One long-term debt (a)11,795  11,345  
HOSSM long-term debt (b)155  160  
11,950  11,505  
Add: Net unamortized debt premiums11  12  
Add: Unrealized mark-to-market loss1
  
Less: Unamortized deferred debt issuance costs(45) (43) 
Total long-term debt11,921  11,475  
Less: Long-term debt payable within one year(808) (653) 
11,113  10,822  
1 The unrealized mark-to-market net loss of $5 million relates to $300 million Series 39 notes due 2021 (December 31, 2019 - $1 million also relates to $50 million of the Series 33 notes due 2020). The unrealized mark-to-market net loss is offset by a $5 million unrealized mark-to-market net gain (December 31, 2019 - $1 million) on the related fixed-to-floating interest-rate swap agreements, which are accounted for as fair value hedges.
(a) Hydro One long-term debt
At June 30, 2020, long-term debt of $11,795 million (December 31, 2019 - $11,345 million) was outstanding, the majority of which was issued under Hydro One’s Medium Term Note (MTN) Program. In April 2020, Hydro One filed a short form base shelf prospectus for its MTN Program, which has a maximum authorized principal amount of notes issuable of $4,000 million, expiring in May 2022. At June 30, 2020, $4,000 million remained available for issuance under this MTN Program prospectus.
During the six months ended June 30, 2020, Hydro One issued long-term debt totalling $1,100 million (2019 - $1,500 million) under its MTN Program prospectus that had expired in April 2020 as follows:
$400 million Series 45 notes with a maturity date of February 28, 2025 and a coupon rate of 1.76%;
$400 million Series 46 notes with a maturity date of February 28, 2030 and a coupon rate of 2.16%; and
$300 million Series 47 notes with a maturity date of February 28, 2050 and a coupon rate of 2.71%.
During the three and six months ended June 30, 2020, $650 million long-term debt was repaid (2019 - $nil and $228 million, respectively) under the MTN Program.
(b) HOSSM long-term debt
At June 30, 2020, HOSSM long-term debt of $155 million (December 31, 2019 - $160 million), with a principal amount of $139 million (December 31, 2019 - $141 million) was outstanding. During the three and six months ended June 30, 2020 and 2019, no long-term debt was issued and $2 million (2019 - $1 million) of long-term debt was repaid.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


Principal and Interest Payments
At June 30, 2020, principal repayments, interest payments, and related weighted-average interest rates were as follows:
Long-Term Debt
Principal Repayments
Interest
Payments
Weighted-Average
Interest Rate
(millions of dollars)(millions of dollars)(%)
Year 1803  487  2.1  
Year 2603  470  3.2  
Year 3133  451  6.1  
Year 4700  442  2.5  
Year 5750  425  2.3  
2,989  2,275  2.7  
Years 6-101,850  1,965  3.7  
Thereafter7,095  4,133  4.8  
11,934  8,373  4.1  
17. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Non-Derivative Financial Assets and Liabilities
At June 30, 2020 and December 31, 2019, the Company’s carrying amounts of cash and cash equivalents, accounts receivable, due from related parties, bank indebtedness, 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 June 30, 2020 and December 31, 2019 are as follows:
June 30, 2020December 31, 2019
As at (millions of dollars)
Carrying ValueFair ValueCarrying ValueFair Value
Long-term debt measured at fair value:
    $50 million of MTN Series 33 notes—  —  50  50  
    $300 million MTN Series 39 notes305  305  301  301  
Other notes and debentures11,616  14,475  11,124  13,121  
Long-term debt, including current portion11,921  14,780  11,475  13,472  
Fair Value Measurements of Derivative Instruments
Fair Value Hedges
At June 30, 2020, Hydro One had interest-rate swaps with a total notional amount of $300 million (December 31, 2019 - $350 million) that were used to convert fixed-rate debt to floating-rate debt. These swaps are classified as fair value hedges. Hydro One’s fair value hedge exposure was approximately 3% (December 31, 2019 - 3%) of its total long-term debt. At June 30, 2020, Hydro One had the following interest-rate swap designated as a fair value hedge:
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.
Cash Flow Hedges
At June 30, 2020, Hydro One had the following agreements designated as cash flow hedges:
$800 million in 3-year pay-fixed, receive-floating interest-rate swap agreements intended to offset the variability of interest rates on the issuances of short-term commercial paper between January 9, 2020 and March 9, 2023; and
$400 million of bond forward agreements intended to mitigate exposure to variability in interest rates on forecasted fixed-rate issuance under Hydro One's MTN Program, expected to occur by the end of 2020.
At June 30, 2020 and December 31, 2019, the Company had no derivative instruments classified as undesignated contracts.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


Fair Value Hierarchy
The fair value hierarchy of financial assets and liabilities at June 30, 2020 and December 31, 2019 is as follows:

As at June 30, 2020 (millions of dollars)
Carrying
Value
Fair
Value

Level 1

Level 2

Level 3
Assets:
    Derivative instruments (Note 10)
Fair value hedges  —   —  
  —   —  
Liabilities:
    Long-term debt, including current portion
11,921  14,780  —  14,780  —  
    Derivative instruments (Notes 14,15)
Cash flow hedges, including current portion31  31  —  31  —  
11,952  14,811  —  14,811  —  

As at December 31, 2019 (millions of dollars)
Carrying
Value
Fair
Value

Level 1

Level 2

Level 3
Assets:
    Derivative instruments (Note 13)
Fair value hedges   —   —  
Cash flow hedges  —   —  
  —   —  
Liabilities:
    Long-term debt, including current portion
11,475  13,472  —  13,472  —  
11,475  13,472  —  13,472  —  
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.
There were no transfers between any of the fair value levels during the six months ended June 30, 2020 and the year ended December 31, 2019.
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 or material foreign exchange 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 may utilize interest-rate swaps 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, such as cash flow hedges, to manage its exposure to short-term interest rates or to lock in interest-rate levels on forecasted 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 six months ended June 30, 2020 and 2019.
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 six months ended June 30, 2020 and 2019 were not material.
For derivative instruments that are designated and qualify as cash flow hedges, the unrealized gain or loss, net of tax, on the derivative instrument is recorded as other comprehensive income (OCI) and is reclassified to results of operations in the same period during which the hedged transaction affects results of operations. The unrealized loss, net of tax, on the cash flow hedges for the six months ended June 30, 2020 recorded in OCI was $25 million (2019 - $nil), resulting in an accumulated other comprehensive loss of $23 million related to cash flow hedges at June 30, 2020 (December 31, 2019 - accumulated OCI of $2
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


million). $1 million was reclassified to financing charges during the six months ended June 30, 2020 (2019 - $nil). The Company estimates that the amount of accumulated other comprehensive loss, net of tax, related to cash flow hedges to be reclassified to results of operations in the next 12 months is $8 million. Actual amounts reclassified to results of operations depend on the interest rate risk in effect until the derivative contracts mature. For all forecasted transactions, the maximum term over which the Company is hedging exposures to the variability of cash flows is approximately three years.
Credit Risk
Financial assets create a risk that a counterparty will fail to discharge an obligation, causing a financial loss. At June 30, 2020 and December 31, 2019, 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 June 30, 2020 and December 31, 2019, there was no material accounts receivable balance due from any single customer.
At June 30, 2020, the Company’s allowance for doubtful accounts was $40 million (December 31, 2019 - $22 million). The allowance for doubtful accounts reflects the Company's current lifetime expected credit losses for all accounts receivable balances, which are based on historical overdue balances, customer payments and write-offs. At June 30, 2020, approximately 6% (December 31, 2019 - 5%) of the Company’s net accounts receivable were outstanding for more than 60 days. Please see Note 9 - Accounts Receivable for additions to allowance for doubtful accounts related to the impact of the COVID-19 pandemic.
Hydro One manages its counterparty credit risk through various techniques including (i) entering into transactions with highly rated counterparties, (ii) limiting total exposure levels with individual counterparties, (iii) entering into master agreements which enable net settlement and the contractual right of offset, and (iv) monitoring the financial condition of counterparties. The Company monitors current credit exposure to counterparties on both 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 maximum credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. At June 30, 2020 and December 31, 2019, the counterparty credit risk exposure on the fair value of these interest-rate swap contracts was not material. At June 30, 2020, Hydro One’s credit exposure for all derivative instruments, and applicable payables and receivables, was with four financial institutions with investment grade credit ratings as counterparties.
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, the Operating Credit Facilities, and anticipated levels of funds from operations are expected to be sufficient to fund the Company’s operating requirements. The Company's currently available liquidity is also expected to be sufficient to address any reasonably foreseeable impacts that the COVID-19 pandemic may have on the Company’s cash requirements.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


18. PENSION AND POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS
The following table provides the components of the net periodic benefit costs for the three and six months ended June 30, 2020 and 2019:

Pension Benefits
Post-Retirement and
Post-Employment Benefits
Three months ended June 30 (millions of dollars)
2020201920202019
Current service cost54  36  17  14  
Interest cost71  75  14  15  
Expected return on plan assets, net of expenses1
(113) (115) —  —  
Prior service cost amortization —   —  
Amortization of actuarial losses24  14   —  
Net periodic benefit costs37  10  33  29  
Charged to results of operations2,3
  23  11  
Pension BenefitsPost-Retirement and
Post-Employment Benefits
Six months ended June 30 (millions of dollars)
2020201920202019
Current service cost108  73  35  28  
Interest cost142  151  29  30  
Expected return on plan assets, net of expenses1
(226) (231) —  —  
Prior service cost amortization —   —  
Amortization of actuarial losses48  28    
Net periodic benefit costs73  21  67  59  
Charged to results of operations2,3
12  13  36  22  
1 The expected long-term rate of return on pension plan assets for the year ending December 31, 2020 is 5.75% (2019 - 6.5%).
2 The Company accounts for pension costs consistent with their inclusion in OEB-approved rates. During the three and six months ended June 30, 2020, pension costs of $16 million (2019 - $14 million) and $34 million (2019 - $32 million), respectively, were attributed to labour, of which $6 million (2019 - $6 million) and $12 million (2019 - $13 million), respectively, was charged to operations, no amounts were recorded as regulatory assets (2019 - $4 million and $9 million, respectively), and $10 million (2019 - $4 million) and $22 million (2019 - $10 million), respectively, was capitalized as part of the cost of property, plant and equipment and intangible assets.
3 In the 2020-2022 transmission decision, the OEB approved the recovery of the non-service cost component of post-retirement and post-employment benefits as part of operation, maintenance and administration costs for the Company's transmission business. These costs were previously capitalized and recovered through rate base. As a result, during the six months ended June 30, 2020, other post-retirement and post-employment costs of $11 million attributed to labour were charged to operations.
Effective March 1, 2018, certain employees who provided customer service operations for Hydro One through Inergi LP were transferred to Hydro One Networks (Transferred Employees), and began accruing pension and other post-employment benefits in the Hydro One defined benefit pension plan (Pension Plan) and post-retirement and post-employment benefit plans, respectively. Pursuant to the arrangement, Inergi LP, Vertex Customer Management (Canada) Ltd. (Vertex) and Hydro One Networks agreed to transfer the defined benefit assets and related pension obligations (for current and former members) of the Inergi LP Customer Service Operations Pension Plan and the Vertex Customer Management (Canada) Limited Pension Plan to the Pension Plan. In addition, Inergi LP, Vertex and Hydro One Networks agreed to transfer the other post-employment benefit liability related to the Transferred Employees to Hydro One’s post-retirement and post-employment benefit plans. Regulatory approval for the pension transfer was received on November 27, 2019.
The transfer of the pension assets of $151 million and related pension obligations of $120 million was completed on March 2, 2020. The unfunded status of $31 million was recorded as a pension benefit liability with an offsetting regulatory asset. The transfer of the other post-employment benefit liability of $33 million was completed on April 1, 2020. The liability was recorded as a post-retirement and post-employment benefit liability with an offset to other comprehensive loss. In addition, as a part of the transfers, cash totaling $24 million was transferred to Hydro One and recorded as an asset with an offset to OCI. Both, the OCI resulting from the transfer of the cash asset and the other comprehensive loss resulting from the transfer of the other post-retirement benefit liability are being recognized in net income over the expected average remaining service lifetime (EARSL) of the Transferred Employees.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


19. LEASES
Hydro One has operating lease contracts for buildings used in administrative and service-related functions. These leases have terms between three and seven years with renewal options of additional three- to five-year terms at prevailing market rates at the time of extension. All leases include a clause to enable upward revision of the rental charge on an annual basis or on renewal according to prevailing market conditions or pre-established rents. There are no restrictions placed upon Hydro One by entering into these leases. Renewal options are included in the lease term when their exercise is reasonably certain. Other information related to the Company's operating leases was as follows:
Three months ended June 30Six months ended June 30
(millions of dollars)
2020201920202019
Lease expense 264
Lease payments made 153
As atJune 30,
2020
December 31, 2019
Weighted-average remaining lease term1 (years)
78
Weighted-average discount rate 2.7 %2.7 %
1 Includes renewal options that are reasonably certain to be exercised.
At June 30, 2020, future minimum operating lease payments were as follows:
(millions of dollars)
Remainder of 2020 
202111  
202210  
2023 
2024 
Thereafter33  
Total undiscounted minimum lease payments1
77  
Less: discounting minimum lease payments to present value (7) 
Total discounted minimum lease payments70  
1 Excludes committed amounts of $8 million for leases that have not yet commenced.
At December 31, 2019, future minimum operating lease payments were as follows:
(millions of dollars)
202010  
202111  
202210  
2023 
2024 
Thereafter33  
Total undiscounted minimum lease payments1
82  
Less: discounting minimum lease payments to present value (9) 
Total discounted minimum lease payments73  
1 Excludes committed amounts of $6 million for leases that have not yet commenced.
Hydro One presents its ROU assets and lease obligations on the consolidated balance sheets as follows:
As at (millions of dollars)
June 30,
2020
December 31, 2019
Other long-term assets (Note 13)
66  71  
Accounts payable and other current liabilities (Note 14)
  
Other long-term liabilities (Note 15)
61  66  
20. SHARE CAPITAL
Common Shares
The Company is authorized to issue an unlimited number of common shares. At June 30, 2020 and December 31, 2019, the Company had 142,239 common shares issued and outstanding. During the three and six months ended June 30, 2020, a return of stated capital in the amount of $154 million (2019 - $347 million) and $300 million was paid (2019 - $485 million), respectively. See Note 29 - Subsequent Events for a return of stated capital approved subsequent to June 30, 2020.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


The amount and timing of any dividends payable by Hydro One is at the discretion of the Hydro One Board of Directors and is established on the basis of Hydro One’s results of operations, maintenance of its deemed regulatory capital structure, financial condition, cash requirements, the satisfaction of solvency tests imposed by corporate laws for the declaration and payment of dividends and other factors that the Board of Directors may consider relevant.
Preferred Shares
The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At June 30, 2020 and December 31, 2019, two series of preferred shares were authorized for issuance: the Class A preferred shares and Class B preferred shares. On January 24, 2019, the Company redeemed 485,870 Class B preferred shares totalling $486 million. At June 30, 2020 and December 31, 2019, the Company had no Class B preferred shares and Class A preferred shares issued and outstanding.
21.  DIVIDENDS
During the three months ended June 30, 2020, no preferred share dividends (2019 - $nil) and no common share dividends (2019 - $nil) were declared and paid.
During the six months ended June 30, 2020, no preferred share dividends (2019 - $2 million) and no common share dividends (2019 - $1 million) were declared and paid.
22. EARNINGS PER COMMON SHARE
Basic and diluted earnings per common share is calculated by dividing net income attributable to common shareholder of Hydro One by the weighted-average number of common shares outstanding. The weighted-average number of common shares outstanding during the three and six months ended June 30, 2020 and 2019 were 142,239. There were no dilutive securities during the three and six months ended June 30, 2020 or 2019.
23. STOCK-BASED COMPENSATION
Share Grant Plans
Hydro One Limited 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 (the Society Share Grant Plan). A summary of share grant activity under the Share Grant Plans during the three and six months ended June 30, 2020 and 2019 is presented below:  
Three months ended June 30Six months ended June 30
(number of share grants)2020201920202019
Share grants outstanding - beginning3,611,178  4,159,439  3,611,178  4,159,439  
Vested and issued1
(434,648) (455,694) (434,648) (455,694) 
Share grants outstanding - ending3,176,5303,703,7453,176,5303,703,745
1 During the three and six months ended June 30, 2020, Hydro One Limited issued from treasury 434,648 (2019 - 455,694) common shares to eligible employees in accordance with provisions of the PWU and the Society Share Grant Plans.
Directors' Deferred Share Unit (DSU) Plan
A summary of DSU awards activity under the Directors' DSU Plan during the three and six months ended June 30, 2020 and 2019 is presented below:
Three months ended June 30Six months ended June 30
(number of DSUs)
2020201920202019
DSUs outstanding - beginning58,479  35,205  52,620  46,697  
    Granted5,847  6,608  11,706  19,131  
    Settled—  —  —  (24,015) 
DSUs outstanding - ending64,326  41,813  64,326  41,813  
At June 30, 2020, a liability of $2 million (December 31, 2019 - $1 million) related to Directors' DSUs has been recorded at the closing price of Hydro One Limited common shares of $25.53 (December 31, 2019 - $25.08). This liability is included in long-term accounts payable and other liabilities on the consolidated balance sheets.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


Management DSU Plan
A summary of DSU awards activity under the Management DSU Plan during the three and six months ended June 30, 2020 and 2019 is presented below:
Three months ended June 30Six months ended June 30
(number of DSUs)
2020201920202019
DSUs outstanding - beginning67,052  75,083  52,186  104,041  
    Granted688  548  20,965  23,935  
    Paid—  (23,134) (5,411) (75,479) 
DSUs outstanding - ending67,740  52,497  67,740  52,497  
At June 30, 2020, a liability of $2 million (December 31, 2019 - $1 million) related to Management DSUs has been recorded at the closing price of Hydro One Limited common shares of $25.53 (December 31, 2019 - $25.08). This liability is included in long-term accounts payable and other liabilities on the consolidated balance sheets.
Long-term Incentive Plan (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 six months ended June 30, 2020 and 2019 is presented below:
                               PSUs                             RSUs
Three months ended June 30 (number of units)
2020201920202019
Units outstanding - beginning117,167  475,430  143,908  387,610  
    Vested and issued(4,677) (516) (3,728) (780) 
    Forfeited(870) (6,214) (1,310) (4,750) 
    Settled—  (167,360) —  (41,350) 
Units outstanding - ending1
111,620  301,340  138,870  340,730  
                               PSUs                             RSUs
Six months ended June 30 (number of units)
2020201920202019
Units outstanding - beginning162,344  594,470  200,883  432,780  
    Vested and issued(49,477) (76,038) (3,728) (21,756) 
    Forfeited(1,247) (15,182) (1,875) (11,674) 
    Settled—  (201,910) (56,410) (58,620) 
Units outstanding - ending1
111,620  301,340  138,870  340,730  
1 Units outstanding at June 30, 2020 include 7,740 PSUs (2019 - 16,620) and 39,920 RSUs (2019 - 102,260) that may be settled in cash if certain conditions are met. At June 30, 2020, a liability of $1 million (2019 - $3 million) has been recorded with respect to these awards and is included in accounts payable and other current liabilities on the consolidated balance sheets.
No awards were granted during the three and six months ended June 30, 2020 and 2019. The compensation expense related to the PSU and RSU awards recognized by the Company during the three and six months ended June 30, 2020 was $nil and $1 million (2019 - $4 million and $9 million), respectively.
At June 30, 2020, $7 million (December 31, 2019 - $10 million) payable to Hydro One Limited relating to PSU and RSU awards was included in due to related parties on the consolidated balance sheets.
Stock Options
A summary of stock options activity during the three and six months ended June 30, 2020 and 2019 is presented below:
Three months ended June 30Six months ended June 30
(number of stock options)
2020201920202019
Stock options outstanding - beginning1
162,710  949,910  403,550  949,910  
    Exercised—  (129,780) (240,840) (129,780) 
Stock options outstanding - ending2
162,710  820,130  162,710  820,130  
1 All stock options outstanding as at January 1, 2020, were vested and exercisable (2019 - all stock options were non-vested).
2 All stock options outstanding as at June 30, 2020, were vested and exercisable (2019 - 243,840 stock options were non-vested).
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


24. RELATED PARTY TRANSACTIONS
Hydro One is owned by Hydro One Limited. The Province of Ontario is a shareholder of Hydro One Limited with approximately 47.3% ownership at June 30, 2020. The Independent Electricity System Operator (IESO), Ontario Power Generation Inc. (OPG), Ontario Electricity Financial Corporation (OEFC), the OEB, Hydro One Telecom Inc. (Hydro One Telecom) and 2587264 Ontario Inc. are related parties to Hydro One because they are controlled or significantly influenced by the Ministry of Energy or by Hydro One Limited. The following is a summary of the Company’s related party transactions during the three and six months ended June 30, 2020 and 2019:
(millions of dollars)
Three months ended June 30Six months ended June 30
Related PartyTransaction2020201920202019
IESOPower purchased364  259  1,140  809  
Revenues for transmission services452  370  847  783  
Amounts related to electricity rebates337  104  770  242  
Distribution revenues related to rural rate protection61  60  120  118  
Distribution revenues related to the supply of electricity to remote northern communities  18  18  
Funding received related to CDM programs  17  23  
OPGPower purchased    
Revenues related to provision of services and supply of electricity    
Costs related to the purchase of services—     
OEFCPower purchased from power contracts administered by the OEFC —    
OEBOEB fees    
Hydro One LimitedReturn of stated capital154  347  300  485  
Dividends paid—  —  —   
Stock-based compensation costs    
Cost recovery for services provided
    
Hydro One TelecomServices received – costs expensed  10  11  
Revenues for services provided—  —    
2587264 Ontario Inc.Preferred shares redeemed—  —  —  486  
Dividends paid—  —  —   
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. Invoices are issued monthly, and amounts are due and paid on a monthly basis.
25. CONSOLIDATED STATEMENTS OF CASH FLOWS
The changes in non-cash balances related to operations consist of the following:
Three months ended June 30Six months ended June 30
(millions of dollars)
2020201920202019
Accounts receivable (Note 9)1
114  34  106  24  
Due from related parties (85) 102  (96) 
Materials and supplies (Note 10)
   —  
Prepaid expenses and other assets (Note 10)
 —  (15) (23) 
Other long-term assets (Note 13)
(1)  (1) (1) 
Accounts payable (Note 14)2
(33) (6) (43) (39) 
Accrued liabilities (Note 14)
—  32  41  49  
Due to related parties3
(124) (17) (226) (104) 
Accrued interest (Note 14)
(30) (16)   
Long-term accounts payable and other long-term liabilities (Note 15)
(1) —    
Post-retirement and post-employment benefit liability (Note 15)4
28   47  17  
(37) (50) 19  (164) 
1 Adjusted for $nil and $14 million related to amounts with a regulatory asset offset (2019 - $3 million and $3 million related to capital contributions) for the three and six months ended June 30, respectively.
2 Adjusted for $5 million and $8 million related to capital investments (2019 - $3 million and $4 million) for the three and six months ended June 30, respectively.
3 Adjusted for $6 million and $4 million related to amounts with a regulatory asset offset (2019 - $6 million and $16 million) for the three and six months ended June 30, respectively.
4 Adjusted for $27 million and $37 million related to amounts with a regulatory asset offset (2019 - $9 million and $17 million) for the three and six months ended June 30, respectively.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


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 six months ended June 30, 2020 and 2019. The reconciling items include net change in accruals and capitalized depreciation.
Three months ended June 30, 2020Six months ended June 30, 2020


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


Total
Capital investments(401) (27) (428) (750) (49) (799) 
Reconciling items15  (2) 13  26  (2) 24  
Cash outflow for capital expenditures(386) (29) (415) (724) (51) (775) 
Three months ended June 30, 2019Six months ended June 30, 2019


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


Total
Property, Plant and Equipment
Intangible Assets


Total
Capital investments(342) (26) (368) (630) (47) (677) 
Reconciling items   13  (1) 12  
Cash outflow for capital expenditures(339) (24) (363) (617) (48) (665) 
Supplementary Information
Three months ended June 30Six months ended June 30
(millions of dollars)
2020201920202019
Net interest paid157  143  247  236  
Income taxes paid—   13  16  
26. 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.
27.  COMMITMENTS
The following table presents a summary of Hydro One’s commitments under outsourcing and other agreements due in the next five years and thereafter:
As at June 30, 2020 (millions of dollars)
Year 1Year 2Year 3Year 4Year 5Thereafter
Outsourcing and other agreements103      13  
Long-term software/meter agreement17      —  
The following table presents a summary of Hydro One’s other commercial commitments by year of expiry in the next five years and thereafter:
As at June 30, 2020 (millions of dollars)
Year 1Year 2Year 3Year 4Year 5Thereafter
Operating Credit Facilities—  —  —  2,300  —  —  
Letters of credit1
179  —  —  —  —  —  
Guarantees2, 3
426  —  —  —  —  —  
1 Letters of credit consist of $171 million letters of credit related to retirement compensation arrangements, $4 million in letters of credit to satisfy debt service reserve requirements, a $1 million letter of credit provided to the IESO for prudential support, and $3 million in letters of credit for various operating purposes.
2 Guarantees consist of $325 million prudential support provided to the IESO by Hydro One on behalf of its subsidiaries.
3 Guarantees also include Hydro One's commitment to pay $101 million to the City of Peterborough for the purchase of business and distribution assets of Peterborough Distribution on August 1, 2020. Closing adjustments are currently not determinable and are expected to occur approximately 120 days after completion of the acquisition and have been guaranteed by Hydro One. See Note 4 - Business Combinations and Note 29 - Subsequent Events for additional information.
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


28. 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.
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 tax expense from continuing operations (excluding certain allocated corporate governance costs).
Three months ended June 30, 2020 (millions of dollars)
TransmissionDistributionOtherConsolidated
Revenues459  1,201  —  1,660  
Purchased power—  808  —  808  
Operation, maintenance and administration118  142   261  
Depreciation and amortization109  102  —  211  
Income (loss) before financing charges and income tax expense232  149  (1) 380  
Capital investments251  177  —  428  

Three months ended June 30, 2019 (millions of dollars)
TransmissionDistributionOtherConsolidated
Revenues374  1,029  —  1,403  
Purchased power—  653  —  653  
Operation, maintenance and administration104  156  (3) 257  
Depreciation and amortization114  104  —  218  
Income before financing charges and income tax expense156  116   275  
Capital investments242  126  —  368  
Six months ended June 30, 2020 (millions of dollars)
TransmissionDistributionOtherConsolidated
Revenues859  2,640  —  3,499  
Purchased power—  1,815  —  1,815  
Operation, maintenance and administration223  291   517  
Depreciation and amortization221  200  —  421  
Income (loss) before financing charges and income tax expense415  334  (3) 746  
Capital investments487  312  —  799  

Six months ended June 30, 2019 (millions of dollars)
TransmissionDistributionOtherConsolidated
Revenues803  2,350  —  3,153  
Purchased power—  1,460  —  1,460  
Operation, maintenance and administration207  303   513  
Depreciation and amortization227  202  —  429  
Income (loss) before financing charges and income tax expense369  385  (3) 751  
Capital investments448  229  —  677  
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HYDRO ONE INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three and six months ended June 30, 2020 and 2019


Total Assets by Segment:
As at (millions of dollars)
June 30,
2020
December 31, 2019
Transmission15,240  14,917  
Distribution9,898  9,943  
Other2,795  2,057  
Total assets27,933  26,917  
Total Goodwill by Segment:
As at (millions of dollars)
June 30,
2020
December 31, 2019
Transmission 157  157  
Distribution168  168  
Total goodwill325  325  
All revenues, assets and costs, as the case may be, are earned, held or incurred in Canada.
29.  SUBSEQUENT EVENTS
Return of Stated Capital
On August 10, 2020, a return of stated capital of $154 million was approved.
Acquisition of Peterborough Distribution
On August 1, 2020, Hydro One completed the acquisition of the business and distribution assets of Peterborough Distribution for $105 million, which was comprised of a payment of $101 million and an initial down payment of $4 million in 2018. Based on the timing of the completion of this acquisition in relation to the date of issuance of the Consolidated Financial Statements, the closing adjustments to the purchase price, the initial allocation of the consideration paid and the determination of goodwill have not yet been completed. The final closing adjustments are expected to occur approximately 120 days after completion of the acquisition and have been guaranteed by Hydro One.
Deferred Tax Asset Decision
On July 16, 2020, the Ontario Divisional Court rendered its decision on the Company's appeal of the OEB's DTA Decision. In its decision, the Ontario Divisional Court set aside the OEB's DTA Decision. The Ontario Divisional Court found that the OEB’s DTA Decision was incorrect in law because the OEB had failed to apply the correct legal test. In its decision, the Ontario Divisional Court agreed with the submissions of Hydro One that the deferred tax asset should be allocated to shareholders in its entirety. However, the Ontario Divisional Court concluded that it does not have jurisdiction to substitute its own decision for that of the OEB and, with clear directions as to what the OEB’s decision must be, ordered that the matter be returned to the OEB.
The OEB did not file a notice for leave to appeal the ODC Decision to the Ontario Court of Appeal by the required deadline of July 31, 2020. As such, Hydro One believes it is probable that a final decision will be issued consistent with the specific guidance in the ODC Decision. As a result, the ODC Decision has been determined to be a Type I subsequent event that requires adjustment in the consolidated financial statements as at and for the three and six months ended June 30, 2020. See Note 12 - Regulatory Assets and Liabilities for financial impact of the adjustment.
Draft Rate Order Decision
On July 16, 2020, the OEB issued its final rate order for the 2020-2022 transmission rates, reducing the proposed capital expenditures by $400 million and approving a revenue requirement of $1,586 million, $1,657 million and $1,729 million for 2020, 2021 and 2022, respectively. On July 30, 2020, the OEB issued its decision for UTRs. The 2020 UTRs that were put in place on an interim basis on January 1, 2020 will continue for the remainder of 2020 in light of the COVID-19 pandemic. A future decision by the OEB will set the 2021 UTRs and determine the period over which the foregone revenue will be collected.
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