EX-99.1 2 a2020q1holfs.htm EXHIBIT 99.1 Exhibit
HYDRO ONE LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
For the three months ended March 31, 2020 and 2019



Three months ended March 31  (millions of Canadian dollars, except per share amounts)
 
 
2020

2019

Revenues 
 
 
 
 
Distribution (includes $70 related party revenues; 2019 - $69) (Note 23)
 
 
1,439

1,321

Transmission (includes $395 related party revenues; 2019 - $413) (Note 23)
 
 
400

428

Other
 
 
11

10

 
 
 
1,850

1,759

 
 
 
 
 
Costs
 
 
 
 
Purchased power (includes $778 related party costs; 2019 - $554) (Note 23)
 
 
1,007

807

Operation, maintenance and administration (Notes 4, 23)
 
 
265

416

Depreciation, amortization and asset removal costs (Note 5)
 
 
212

212

   
 
 
1,484

1,435

 
 
 
 
 
Income before financing charges and income tax expense
 
 
366

324

Financing charges (Notes 4, 6)
 
 
119

163

 
 
 
 
 
Income before income tax expense
 
 
247

161

Income tax expense (recovery) (Note 7)
 
 
15

(16
)
Net income
 
 
232

177

 
 
 
 
 
Other comprehensive loss
 
 
(20
)
(1
)
Comprehensive income
 
 
212

176

 
 
 
 
 
Net income attributable to:
 
 
 
 
    Noncontrolling interest
 
 
2

1

    Preferred shareholders
 
 
5

5

    Common shareholders
 
 
225

171

 
 
 
232

177

 
 
 
 
 
Comprehensive income attributable to:
 
 
 
 
    Noncontrolling interest
 
 
2

1

    Preferred shareholders
 
 
5

5

    Common shareholders
 
 
205

170

 
 
 
212

176

 
 
 
 
 
Earnings per common share (Note 21)
 
 
 
 
    Basic
 
 
$0.38
$0.29
    Diluted
 
 
$0.38
$0.29
 
 
 
 
 
Dividends per common share declared (Note 20)
 
 
$0.24
$0.23

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



 
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HYDRO ONE LIMITED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (unaudited)
At March 31, 2020 and December 31, 2019


As at (millions of Canadian dollars)
March 31,
2020

December 31, 2019

Assets
 
 
Current assets:
 
 
Cash and cash equivalents
1,042

30

Accounts receivable (Note 8)
697

701

Due from related parties (Note 23)
305

415

Other current assets (Note 9)
127

122

 
2,171

1,268

 

 
Property, plant and equipment (Note 10)
21,683

21,501

Other long-term assets:
 
 
Regulatory assets (Note 11)
2,785

2,676

Deferred income tax assets
616

748

Intangible assets (net of accumulated amortization - $533; 2019 - $517)
462

456

Goodwill
325

325

Other assets (Note 12)
88

87

 
4,276

4,292

Total assets
28,130

27,061

 
 
 
Liabilities
 
 
Current liabilities:
 
 
Short-term notes payable (Note 15)
1,013

1,143

Long-term debt payable within one year (Notes 15, 16)
1,153

653

Accounts payable and other current liabilities (Note 13)
1,055

989

Due to related parties (Note 23)
205

302

 
3,426

3,087

 

 
Long-term liabilities:

 
Long-term debt (includes $356 measured at fair value; 2019 - $351) (Notes 15, 16)
11,421

10,822

Regulatory liabilities (Note 11)
225

167

Deferred income tax liabilities

61

Other long-term liabilities (Note 14)
3,113

3,055

 
14,759

14,105

Total liabilities
18,185

17,192

 
 
 
Contingencies and Commitments (Notes 25, 26)


Subsequent Events (Note 28)


 
 
 
Noncontrolling interest subject to redemption
20

20

 

 
Equity

 
Common shares (Note 19)
5,667

5,661

Preferred shares (Note 19)
418

418

Additional paid-in capital (Note 22)
48

49

Retained earnings
3,748

3,667

Accumulated other comprehensive loss
(25
)
(5
)
Hydro One shareholders’ equity
9,856

9,790

 

 
Noncontrolling interest
69

59

Total equity
9,925

9,849

 
28,130

27,061


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 three months ended March 31, 2020 and 2019




Three months ended March 31, 2020
(millions of Canadian dollars)


Common
Shares



Preferred Shares


Additional Paid-in
Capital



Retained Earnings

Accumulated
Other
Comprehensive
Loss

 
Hydro One Shareholders’ Equity

Non-controlling Interest



Total
Equity

January 1, 2020
5,661

418

49

3,667

(5
)
9,790

59

9,849

Net income



230


230

1

231

Other comprehensive loss




(20
)
(20
)

(20
)
Distributions to noncontrolling interest






(1
)
(1
)
Contributions from sale of
    noncontrolling interest (Note 4)






10

10

Dividends on preferred shares



(5
)

(5
)

(5
)
Dividends on common shares



(144
)

(144
)

(144
)
Common shares issued
6


(1
)


5


5

Stock-based compensation (Note 22)








March 31, 2020
5,667

418

48

3,748

(25
)
9,856

69

9,925



Three months ended March 31, 2019
(millions of Canadian dollars)


Common
Shares



Preferred Shares


Additional Paid-in
Capital



Retained Earnings

Accumulated
Other
Comprehensive
Loss

 
Hydro One Shareholders’ Equity

Non-controlling Interest



Total
Equity

January 1, 2019
5,643

418

56

3,459

(3
)
9,573

49

9,622

Net income



176


176

1

177

Other comprehensive loss




(1
)
(1
)

(1
)
Distributions to noncontrolling interest






(3
)
(3
)
Dividends on preferred shares



(5
)

(5
)

(5
)
Dividends on common shares



(137
)

(137
)

(137
)
Common shares issued
2


(2
)





Stock-based compensation


(1
)


(1
)

(1
)
March 31, 2019
5,645

418

53

3,493

(4
)
9,605

47

9,652


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 months ended March 31, 2020 and 2019



Three months ended March 31 (millions of Canadian dollars)
 
2020

2019

Operating activities
 
 
 
 
Net income
 
 
232

177

Environmental expenditures
 
 
(6
)
(8
)
Adjustments for non-cash items:
 
 


 
Depreciation and amortization (Note 5)
 
 
191

191

Regulatory assets and liabilities
 
 
61

(170
)
Deferred income tax expense (recovery)
 
 
3

(23
)
Unrealized loss on Foreign-Exchange Contract (Note 4)
 
 

22

Derecognition of deferred financing costs (Note 4)
 
 

24

Other
 
 
5

20

Changes in non-cash balances related to operations (Note 24)
 
 
62

(115
)
Net cash from operating activities
 
 
548

118

 
 
 
 
 
Financing activities
 
 
 
 
Long-term debt issued
 
 
1,100


Long-term debt repaid
 
 

(228
)
Short-term notes issued
 
 
1,285

2,110

Short-term notes repaid
 
 
(1,415
)
(1,512
)
Convertible debentures redeemed (Note 4)
 
 

(513
)
Dividends paid
 
 
(149
)
(142
)
Distributions paid to noncontrolling interest
 
 
(2
)
(4
)
Contributions received from sale of noncontrolling interest (Note 4)
 
 
10


Common shares issued
 
 
5


Costs to obtain financing
 
 
(5
)

Net cash from (used in) financing activities
 
 
829

(289
)
 
 
 


 
Investing activities
 
 


 
Capital expenditures (Note 24)
 
 


 
Property, plant and equipment
 
 
(339
)
(280
)
Intangible assets
 
 
(22
)
(24
)
Other
 
 
(4
)
(4
)
Net cash used in investing activities
 
 
(365
)
(308
)
 
 
 


 
Net change in cash and cash equivalents
 
 
1,012

(479
)
Cash and cash equivalents, beginning of period
 
 
30

483

Cash and cash equivalents, end of period
 
 
1,042

4


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 months ended March 31, 2020 and 2019


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 March 31, 2020, the Province held approximately 47.3% (December 2019 - 47.3%) 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
The Company's transmission business consists of the transmission system operated by subsidiaries of Hydro One Inc., 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 Hydro One Inc.'s subsidiaries, Hydro One Networks and Hydro One Remote Communities Inc. (Hydro One Remote Communities).
Transmission
On March 21, 2019, Hydro One Networks filed a three-year Custom Incentive Rate application with the Ontario Energy Board (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. See Note 28 - 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, and the revenue cap escalator index for 2021 to 2024.
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.
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.
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 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.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 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
Guidance
Date issued
Description
Effective date
Impact 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, 2020
No 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, 2020
No 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, 2020
No impact upon adoption
4.    BUSINESS COMBINATIONS
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.
Termination of the Avista Corporation Purchase Agreement
In July 2017, Hydro One reached an agreement to acquire Avista Corporation (Merger). In January 2019, Hydro One and Avista Corporation announced that the companies mutually agreed to terminate the Merger agreement. The following amounts related to the termination of the Merger agreement were recorded by the Company during the three months ended March 31, 2019:
$138 million (US$103 million) for payment of the Merger termination fee recorded in operation, maintenance and administration costs;
$22 million financing charges, due to reversal of previously recorded unrealized gains upon termination of the deal-contingent foreign-exchange forward contract (Foreign-Exchange Contract);
redemption of $513 million convertible debentures and payment of related interest of $7 million; and
$24 million financing charges, due to derecognition of the deferred financing costs related to convertible debentures.
5.    DEPRECIATION, AMORTIZATION AND ASSET REMOVAL COSTS
Three months ended March 31 (millions of dollars)
 
 
2020

2019

Depreciation of property, plant and equipment
 
 
169

164

Amortization of intangible assets
 
 
16

19

Amortization of regulatory assets
 
 
6

8

Depreciation and amortization
 
 
191

191

Asset removal costs
 
 
21

21

 
 
 
212

212


 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





6.    FINANCING CHARGES
Three months ended March 31 (millions of dollars)
 
 
2020

2019

Interest on long-term debt
 
 
122

111

Interest on short-term notes
 
 
5

8

Derecognition of deferred financing costs (Note 4)
 
 

24

Unrealized loss on Foreign-Exchange Contract (Notes 4, 16)
 
 

22

Interest on convertible debentures (Note 4)
 
 

7

Other
 
 
4

3

Less: Interest capitalized on construction and development in progress
 
 
(10
)
(11
)
           Interest earned on cash and cash equivalents
 
 
(2
)
(1
)
 
 
 
119

163

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:
Three months ended March 31  (millions of dollars)
2020

2019

Income before income tax expense
247

161

Income tax expense at statutory rate of 26.5% (2019 - 26.5%)
65

43

 
 
 
Increase (decrease) resulting from:
 
 
Net temporary differences recoverable in future rates charged to customers:
 
 
Capital cost allowance in excess of depreciation and amortization1
(24
)
(22
)
    Impact of tax deductions from deferred tax asset sharing2
(12
)
(23
)
Overheads capitalized for accounting but deducted for tax purposes
(5
)
(6
)
Pension and post-retirement benefit contributions in excess of pension expense
(4
)
(1
)
Interest capitalized for accounting but deducted for tax purposes
(3
)
(4
)
Environmental expenditures
(2
)
(2
)
Other
(1
)
(5
)
Net temporary differences
(51
)
(63
)
Net permanent differences
1

4

Total income tax expense (recovery)
15

(16
)
Effective income tax rate
6.1
%
(9.9
)%
1 Included in the current period’s amount is the 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.    ACCOUNTS RECEIVABLE
As at (millions of dollars)
March 31,
2020

December 31, 2019

Accounts receivable - billed
377

330

Accounts receivable - unbilled
358

393

Accounts receivable, gross
735

723

Allowance for doubtful accounts
(38
)
(22
)
Accounts receivable, net
697

701


 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





The following table shows the movements in the allowance for doubtful accounts for the three months ended March 31, 2020 and the year ended December 31, 2019:
(millions of dollars)
Three months ended
March 31,
2020
 
Year ended December 31, 2019

Allowance for doubtful accounts – beginning
 
(22
)
(21
)
Write-offs
 
4

18

Additions to allowance for doubtful accounts1
 
(20
)
(19
)
Allowance for doubtful accounts – ending
 
(38
)
(22
)
1 Additions to allowance for doubtful accounts for the three months ended March 31, 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 asset deferral account to track incremental costs, including costs relating to bad debt expenses, incurred as a result of the COVID-19 pandemic. See Note 11 - Regulatory Assets and Liabilities.
9.
OTHER CURRENT ASSETS
As at (millions of dollars)
March 31,
2020

December 31, 2019

Prepaid expenses and other assets
67

49

Regulatory assets (Note 11)
39

52

Materials and supplies
21

21

 
127

122

10.    PROPERTY, PLANT AND EQUIPMENT
As at (millions of dollars)
March 31,
2020

December 31, 2019

Property, plant and equipment
32,125

31,920

Less: accumulated depreciation
(11,630
)
(11,471
)
 
20,495

20,449

Construction in progress
1,025

892

Future use land, components and spares
163

160

 
21,683

21,501


 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





11.    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)
March 31,
2020

December 31, 2019

Regulatory assets:
 
 
    Deferred income tax regulatory asset
1,196

1,128

    Pension benefit regulatory asset
1,148

1,125

    Environmental
136

141

    Post-retirement and post-employment benefits
105

105

    Post-retirement and post-employment benefits - non-service cost
87

77

    Foregone revenue deferral
51

67

    Stock-based compensation
44

42

    Debt premium
15

17

    COVID-19 emergency deferral
14


    Other
28

26

Total regulatory assets
2,824

2,728

Less: current portion
(39
)
(52
)

2,785

2,676

 


 
Regulatory liabilities:


 
    Retail settlement variance account
70

23

    Tax rule changes variance
55

44

    Pension cost differential
33

31

    Distribution rate riders
31

42

    Green energy expenditure variance
29

31

    Earnings sharing mechanism deferral
22

21

    External revenue variance
7

6

    Deferred income tax regulatory liability
5

5

    Other
7

9

Total regulatory liabilities
259

212

Less: current portion
(34
)
(45
)

225

167

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 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 is currently assessing whether they are probable for recovery in future rates. The OEB intends to set out the timing and process for disposition of the deferral accounts.
12.    OTHER LONG-TERM ASSETS
As at (millions of dollars)
 
March 31,
2020

December 31, 2019

Right-of-Use (ROU) assets (Note 18)
 
72

75

Derivative assets (Note 16)
 
6

3

Investments
 
4

2

Other long-term assets
 
6

7

 
 
88

87


 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





13.    ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
As at (millions of dollars)
March 31,
2020

December 31, 2019

Accrued liabilities
652

612

Accounts payable
180

189

Accrued interest
140

104

Regulatory liabilities (Note 11)
34

45

Environmental liabilities
32

30

Lease obligations (Note 18)
10

9

Derivative liabilities (Note 16)
7



1,055

989

14.    OTHER LONG-TERM LIABILITIES
As at (millions of dollars)
March 31,
2020

December 31, 2019

Post-retirement and post-employment benefit liability (Note 17)
1,746

1,723

Pension benefit liability (Note 17)
1,148

1,125

Environmental liabilities
104

111

Lease obligations (Note 18)
66

69

Derivative liabilities (Note 16)
18


Asset retirement obligations
13

10

Long-term accounts payable
7

6

Other long-term liabilities
11

11

 
3,113

3,055

15.    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 Hydro One Inc.’s 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 Hydro One Inc.’s revolving standby credit facilities totalling $2,300 million.
At March 31, 2020, 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 $2,300 million. At March 31, 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.
Subsidiary Debt Guarantee
Hydro One Holdings Limited (HOHL) is an indirect wholly-owned subsidiary of Hydro One that may offer and sell debt securities. Any debt securities issued by HOHL are fully and unconditionally guaranteed by the Company. At March 31, 2020 and 2019, no debt securities have been issued by HOHL.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





Long-Term Debt
The following table presents long-term debt outstanding at March 31, 2020 and December 31, 2019:
As at (millions of dollars)
March 31,
2020

December 31, 2019

Hydro One Inc. long-term debt (a)
12,445

11,345

HOSSM long-term debt (b)
158

160

 
12,603

11,505

Add: Net unamortized debt premiums
11

12

Add: Unrealized mark-to-market loss1
6

1

Less: Unamortized deferred debt issuance costs
(46
)
(43
)
Total long-term debt
12,574

11,475

 




Less: Long-term debt payable within one year
(1,153
)
(653
)
 
11,421

10,822

1 The unrealized mark-to-market net loss of $6 million relates to $50 million of the Series 33 notes due 2020 and $300 million Series 39 notes due 2021 (December 31, 2019 - $1 million). The unrealized mark-to-market net loss is offset by a $6 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 Inc. long-term debt
At March 31, 2020, long-term debt of $12,445 million (December 31, 2019 - $11,345 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 MTN Program prospectus filed in March 2018 was $4,000 million. At March 31, 2020, no amounts remained available for issuance under this MTN Program prospectus. See Note 28 - Subsequent Events for details of a new prospectus.
During the three months ended March 31, 2020, Hydro One Inc. issued long-term debt totalling $1,100 million (2019 - $nil) under its MTN Program 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 months ended March 31, 2020, no long-term debt was repaid (2019 - $228 million) under the MTN Program.
(b) HOSSM long-term debt
At March 31, 2020, HOSSM long-term debt of $158 million (December 31, 2019 - $160 million), with a principal amount of $141 million (December 31, 2019 - $141 million) was outstanding. During the three months ended March 31, 2020 and 2019, no long-term debt was issued or repaid.
Principal and Interest Payments
At March 31, 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 1
1,153

497

2.5
Year 2
903

474

3.0
Year 3
4

451

6.6
Year 4
131

446

6.1
Year 5
1,100

434

2.3
 
3,291

2,302

2.7
Years 6-10
1,800

1,978

2.8
Thereafter
7,495

4,248

4.9
 
12,586

8,528

4.0
16.    FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Non-Derivative Financial Assets and Liabilities
At March 31, 2020 and December 31, 2019, 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.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





Fair Value Measurements of Long-Term Debt
The fair values and carrying values of the Company’s long-term debt at March 31, 2020 and December 31, 2019 are as follows:
As at
March 31, 2020
December 31, 2019
(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
50

50

50

50

    $300 million MTN Series 39 notes
306

306

301

301

Other notes and debentures
12,218

13,681

11,124

13,121

Long-term debt, including current portion
12,574

14,037

11,475

13,472

Fair Value Measurements of Derivative Instruments
Fair Value Hedges
At March 31, 2020, Hydro One Inc. had interest-rate swaps with a total notional amount of $350 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 Inc.’s fair value hedge exposure was approximately 3% (December 31, 2019 - 3%) of its total long-term debt. At March 31, 2020, 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; 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.
Cash Flow Hedges
At March 31, 2020, Hydro One Inc. 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 from Hydro One Inc.'s MTN program, expected to occur by the end of 2020.
At March 31, 2020 and December 31, 2019, the Company had no derivative instruments classified as undesignated contracts.
Fair Value Hierarchy
The fair value hierarchy of financial assets and liabilities at March 31, 2020 and December 31, 2019 is as follows:

As at March 31, 2020 (millions of dollars)
Carrying
Value

Fair
 Value


Level 1


Level 2


Level 3

Assets:
 
 
 
 
 
    Derivative instruments (Note 12)
 
 
 
 
 
Fair value hedges (interest-rate swaps)
6

6


6


 
6

6


6


 
 
 
 
 
 
Liabilities:
 
 
 
 
 
    Long-term debt, including current portion
12,574

14,037


14,037


    Derivative instruments (Notes 13, 14)
 
 
 
 
 
Cash flow hedges, including current portion (interest-rate swaps)
25

25


25


 
12,599

14,062


14,062



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

Fair
 Value


Level 1


Level 2


Level 3

Assets:
 
 
 
 
 
    Derivative instruments (Note 12)
 
 
 
 
 
Fair value hedges (interest-rate swaps)
1

1


1


Cash flow hedges (interest-rate swaps)
2

2


2


 
3

3


3


 
 
 
 
 
 
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.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





There were no transfers between any of the fair value levels during the three months ended March 31, 2020 and the year ended December 31, 2019.
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 three months ended March 31, 2020 and the year ended December 31, 2019:
(millions of dollars)
 
Three months ended
March 31,
2020
 
Year ended December 31, 2019

Fair value of asset - beginning
 
 

22

Unrealized loss on Foreign-Exchange Contract included in financing charges (Note 4)
 
 

(22
)
Fair value of asset - ending
 
 


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 in 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 months ended March 31, 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 months ended March 31, 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 three months ended March 31, 2020 recorded in OCI was $20 million (2019 - $nil), resulting in an accumulated other comprehensive loss of $18 million related to cash flow hedges at March 31, 2020 (December 31, 2019 - accumulated OCI of $2 million). No amounts were reclassified to results of operations during the three months ended March 31, 2020 or 2019. 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 approximately $5 million. Actual amounts reclassified to results of operations depend on the market 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 March 31, 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 March 31, 2020 and December 31, 2019, there was no material accounts receivable balance due from any single customer.
At March 31, 2020, the Company’s allowance for doubtful accounts was $38 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 March 31, 2020, approximately 5% (December 31, 2019 - 5%) of the Company’s net accounts receivable were outstanding for more than 60 days. Please see Note 8 - 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

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





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 March 31, 2020 and December 31, 2019, the counterparty credit risk exposure on the fair value of these interest-rate swap contracts was not material. At March 31, 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, available cash on hand, and anticipated levels of funds from operations are expected to be sufficient to fund the Company’s operating requirements and debt maturities in 2020. 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 in 2020.
On June 18, 2018, Hydro One filed a short form base shelf prospectus (Universal Base Shelf Prospectus) with securities regulatory authorities in Canada. 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. On November 23, 2018, HOHL filed a short form base shelf prospectus (US Debt Shelf Prospectus) with securities regulatory authorities in Canada and the US. The US Debt Shelf Prospectus allows HOHL to offer, from time to time in one or more public offerings, up to US$3.0 billion of debt securities, unconditionally guaranteed by Hydro One, during the 25-month period ending on December 23, 2020. At March 31, 2020, no securities have been issued under the Universal Base Shelf Prospectus or the US Debt Shelf Prospectus.
17.    PENSION AND POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS
The following table provides the components of the net periodic benefit costs for the three months ended March 31, 2020 and 2019:
 

Pension Benefits
 
Post-Retirement and
Post-Employment Benefits
 
Three months ended March 31  (millions of dollars)
2020

2019

2020

2019

Current service cost
54

37

18

14

Interest cost
71

76

15

15

Expected return on plan assets, net of expenses1
(113
)
(116
)


Amortization of actuarial losses
24

14

1

1

Net periodic benefit costs
36

11

34

30

 
 
 
 
 
Charged to results of operations2
7

8

13

12

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 months ended March 31, 2020, pension costs of $19 million (2019 - $19 million) were attributed to labour, of which $7 million (2019 - $8 million) was charged to operations, $nil (2019 - $5 million) was recorded as regulatory assets, and $12 million (2019 - $6 million) was capitalized as part of the cost of property, plant and equipment and intangible assets.
Effective March1, 2018, certain employees who provided customer service operations for Hydro One through Inergi LP were transferred to Hydro One Networks, and began accruing defined benefits in the Hydro One defined benefit pension plan (Pension Plan). Pursuant to the arrangement, Inergi LP, Vertex Customer Management (Canada) Ltd. 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 (Transferring Plans) to the Pension Plan, effective March 1, 2018. Regulatory approval for the transfer was received on November 27, 2019 and the assets and related pension obligations of the Transferring Plans were transferred to the Pension Plan on March 2, 2020.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





18.    LEASES
Hydro One has operating lease contracts for buildings used in administrative and service-related functions and storing telecommunications equipment. 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 March 31  (millions of dollars)
 
 
2020

2019

Lease expense
 
 
2

2

Lease payments made
 
 
3

2

 
 
 
 
 
As at
 
 
March 31,
2020

December 31, 2019

Weighted-average remaining lease term1 (years)
 
 
8

8

Weighted-average discount rate
 
 
2.7
%
2.7
%
1 Includes renewal options that are reasonably certain to be exercised.
At March 31, 2020, future minimum operating lease payments were as follows:
(millions of dollars)
 
 
 
 
Remainder of 2020
 
 
 
9

2021
 
 
 
12

2022
 
 
 
11

2023
 
 
 
10

2024
 
 
 
9

Thereafter
 
 
 
33

Total undiscounted minimum lease payments1
 
 
 
84

Less: discounting minimum lease payments to present value
 
 
 
(8
)
Total discounted minimum lease payments
 
 
 
76

1 Excludes committed amounts of $6 million for leases that have not yet commenced.
At December 31, 2019, future minimum operating lease payments were as follows:
(millions of dollars)
 
 
 
 
2020
 
 
 
12

2021
 
 
 
12

2022
 
 
 
11

2023
 
 
 
10

2024
 
 
 
9

Thereafter
 
 
 
33

Total undiscounted minimum lease payments1
 
 
 
87

Less: discounting minimum lease payments to present value
 
 
 
(9
)
Total discounted minimum lease payments
 
 
 
78

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)
 
 
March 31, 2020

December 31, 2019

Other long-term assets (Note 12)
 
 
72

75

Accounts payable and other current liabilities (Note 13)
 
 
10

9

Other long-term liabilities (Note 14)
 
 
66

69

19.    SHARE CAPITAL
Common Shares
The Company is authorized to issue an unlimited number of common shares. At March 31, 2020, the Company had 597,111,948 (December 31, 2019 - 596,818,436) common shares issued and outstanding.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





The following table presents the changes to common shares during the three months ended March 31, 2020:
(number of shares)
 
 
 
 
Common shares - December 31, 2019
 
 
 
596,818,436

Common shares issued - LTIP1
 
 
 
293,512

Common shares - March 31, 2020
 
 
 
597,111,948

1 During the three months ended March 31, 2020, Hydro One issued from treasury 293,512 common shares in accordance with provisions of the Long-term Incentive Plan (LTIP). This included the exercise of 240,840 stock options for $5 million. See Note 28 - Subsequent Events for common shares issued subsequent to March 31, 2020.
Preferred Shares
The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At March 31, 2020 and December 31, 2019, two series of preferred shares were authorized for issuance: the Series 1 preferred shares and the Series 2 preferred shares. At March 31, 2020 and December 31, 2019, 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 March 31, 2020, preferred share dividends in the amount of $5 million (2019 - $5 million) and common share dividends in the amount of $144 million (2019 - $137 million) were declared and paid. See Note 28 - Subsequent Events for dividends declared subsequent to March 31, 2020.
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.
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 LTIP, which are calculated using the treasury stock method.
Three months ended March 31
 
 
2020

2019

 
 
 
 
 
Net income attributable to common shareholders (millions of dollars)
 
 
225

171

 
 
 
 
 
Weighted average number of shares
 
 
 
 
    Basic
 
 
596,983,560

595,961,260

        Effect of dilutive stock-based compensation plans
 
 
2,663,999

2,354,970

    Diluted
 
 
599,647,559

598,316,230

 
 
 
 
 
EPS
 
 
 
 
    Basic
 
 
$0.38
$0.29
    Diluted
 
 
$0.38
$0.29
22.    STOCK-BASED COMPENSATION
Share Grant Plans
There were no changes in share grants under the Share Grant Plans during the three months ended March 31, 2020 and 2019. See Note 28 - Subsequent Events for common shares issued in April 2020.
Directors' Deferred Share Unit (DSU) Plan
A summary of DSU awards activity under the Directors' DSU Plan during the three months ended March 31, 2020 and 2019 is presented below:
Three months ended March 31 (number of DSUs)

 
 
2020

2019

DSUs outstanding - beginning
 
 
52,620

46,697

    Granted
 
 
5,859

12,523

    Settled
 
 

(24,015
)
DSUs outstanding - ending
 
 
58,479

35,205

At March 31, 2020, a liability of $1 million (December 31, 2019 - $1 million) related to Directors' DSUs has been recorded at the closing price of the Company's common shares of $25.34 (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 LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





Management DSU Plan
A summary of DSU awards activity under the Management DSU Plan during the three months ended March 31, 2020 and 2019 is presented below:
Three months ended March 31 (number of DSUs)

 
 
2020

2019

DSUs outstanding - beginning
 
 
52,186

108,296

    Granted
 
 
20,277

23,436

    Paid
 
 
(5,411
)
(52,345
)
DSUs outstanding - ending
 
 
67,052

79,387

At March 31, 2020, a liability of $2 million (December 31, 2019 - $1 million) related to Management DSUs has been recorded at the closing price of the Company's common shares of $25.34 (December 31, 2019 - $25.08). This liability 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 months ended March 31, 2020 and 2019 is presented below:
 
                                PSUs
                               RSUs
Three months ended March 31  (number of units)
2020

2019

2020

2019

Units outstanding - beginning
171,344

605,180

206,993

442,470

    Vested and issued
(47,950
)
(77,232
)

(20,976
)
    Forfeited
(377
)
(8,968
)
(565
)
(6,924
)
    Settled

(34,550
)
(56,410
)
(17,270
)
Units outstanding - ending1
123,017

484,430

150,018

397,300

1 
Units outstanding at March 31, 2020 include 7,740 PSUs (2019 - 190,290) and 39,920 RSUs (2019 - 147,820) that may be settled in cash if certain conditions are met. At March 31, 2020, a liability of $1 million (2019 - $6 million) has been recorded with respect to these awards and is included in accrued liabilities on the consolidated balance sheets.
No awards were granted during the three months ended March 31, 2020 and 2019. The compensation expense related to the PSU and RSU awards recognized by the Company during the three months ended March 31, 2020 was $1 million (2019 - $5 million).
Stock Options
A summary of stock options activity during the three months ended March 31, 2020 and 2019 is presented below:
Three months ended March 31 (number of stock options)
2020

2019

Stock options outstanding - beginning1
403,550

949,910

    Exercised
(240,840
)

Stock options outstanding - ending2
162,710

949,910

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 March 31, 2020, were vested and exercisable (2019 - 599,413 stock options remain non-vested).

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





23.    RELATED PARTY TRANSACTIONS
The Province is a shareholder of Hydro One with approximately 47.3% ownership at March 31, 2020. The Independent Electricity System Operator (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 Ministry of Energy. Ontario Charging Network LP (OCN LP) is a joint-venture limited partnership between a subsidiary of Hydro One and OPG. The following is a summary of the Company’s related party transactions during the three months ended March 31, 2020 and 2019:
Three months ended March 31 (millions of dollars)
 
 
 
 
Related Party
Transaction
 
 
2020

2019

Province
Dividends paid
 
 
73

70

IESO
Power purchased
 
 
776

550

 
Revenues for transmission services
 
 
395

413

 
Amounts related to electricity rebates
 
 
433

138

 
Distribution revenues related to rural rate protection
 
 
59

58

 
Distribution revenues related to the supply of electricity to remote northern communities
 
 
9

9

 
Funding received related to Conservation and Demand Management programs
 
 
9

15

OPG1
Power purchased
 
 
2

3

 
Revenues related to provision of services and supply of electricity
 
 
2

2

 
Costs related to the purchase of services
 
 
1


OEFC
Power purchased from power contracts administered by the OEFC
 
 

1

OEB
OEB fees
 
 
2

2

OCN LP2
Investment in OCN LP
 
 

2

1 OPG has provided a $2.5 million guarantee to Hydro One related to the OCN Guarantee. See Note 26 - Commitments for details related to the OCN Guarantee.
2 
OCN LP owns and operates electric vehicle fast charging stations across Ontario, under the Ivy Charging Network brand.

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.
24.    CONSOLIDATED STATEMENTS OF CASH FLOWS
The changes in non-cash balances related to operations consist of the following:
Three months ended March 31 (millions of dollars)
 
 
2020

2019

Accounts receivable (Note 8)1
 
 
(10
)
(10
)
Due from related parties
 
 
110

(8
)
Materials and supplies (Note 9)
 
 

(1
)
Prepaid expenses and other assets (Note 9)
 
 
(18
)
(25
)
Other long-term assets (Note 12)
 
 
1


Accounts payable (Note 13)2
 
 
(12
)
(37
)
Accrued liabilities (Note 13)3
 
 
38

3

Due to related parties
 
 
(97
)
(73
)
Accrued interest (Note 13)
 
 
36

24

Long-term accounts payable and other long-term liabilities (Note 14)
 
 
1


Post-retirement and post-employment benefit liability (Note 14)4
 
 
13

12

 
 
 
62

(115
)
1 Adjusted for $14 million related to amounts with a regulatory asset offset (2019 - $nil).
2 Adjusted for $3 million related to capital investments (2019 - $1 million).
3 Adjusted for $2 million related to stock-based compensation (2019 - $7 million).
4 Adjusted for $10 million related to amounts with a regulatory asset offset (2019 - $8 million).

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 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 months ended March 31, 2020 and 2019. The reconciling items include net change in accruals and capitalized depreciation.


Three months ended March 31, 2020 (millions of dollars)
 
 
 
 
Property, Plant and Equipment


Intangible Assets



Total

Capital investments
 
 
 
 
(350
)
(22
)
(372
)
Reconciling items
 
 
 
 
11


11

Cash outflow for capital expenditures
 
 
 
 
(339
)
(22
)
(361
)


Three months ended March 31, 2019 (millions of dollars)
 
 
 
 
Property, Plant and Equipment


Intangible Assets



Total

Capital investments
 
 
 
 
(290
)
(21
)
(311
)
Reconciling items
 
 
 
 
10

(3
)
7

Cash outflow for capital expenditures
 
 
 
 
(280
)
(24
)
(304
)
Supplementary Information
Three months ended March 31  (millions of dollars)
 
 
2020

2019

Net interest paid
 
 
90

99

Income taxes paid
 
 
13

13

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.
26.    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 March 31, 2020 (millions of dollars)
Year 1

Year 2

Year 3

Year 4

Year 5

Thereafter

Outsourcing and other agreements
147

18

11

9

8

13

Long-term software/meter agreement
19

1

2

1

2



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 March 31, 2020 (millions of dollars)
Year 1

Year 2

Year 3

Year 4

Year 5

Thereafter

Operating Credit Facilities




2,550


Letters of credit1
192






Guarantees2
332






1 Letters of credit consist of $179 million letters of credit related to retirement compensation arrangements, a $4 million in letters of credit to satisfy debt service reserve requirements, a $6 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 Inc. on behalf of its subsidiaries, and guarantees totalling $7 million provided by Hydro One to the Minister of Natural Resources relating to OCN LP (OCN Guarantee). The OPG has provided a $2.5 million guarantee to Hydro One related to the OCN Guarantee.
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.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





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 March 31, 2020 (millions of dollars)
Transmission

Distribution

Other

Consolidated

Revenues
400

1,439

11

1,850

Purchased power

1,007


1,007

Operation, maintenance and administration
102

148

15

265

Depreciation and amortization
112

98

2

212

Income (loss) before financing charges and income tax expense
186

186

(6
)
366

 
 
 
 
 
Capital investments
236

135

1

372

Three months ended March 31, 2019 (millions of dollars)
Transmission

Distribution

Other

Consolidated

Revenues
428

1,321

10

1,759

Purchased power

807


807

Operation, maintenance and administration
99

146

171

416

Depreciation and amortization
113

98

1

212

Income (loss) before financing charges and income taxes
216

270

(162
)
324

 
 
 
 
 
Capital investments
206

103

2

311

Total Assets by Segment:
As at (millions of dollars)
March 31,
2020

December 31, 2019

Transmission
15,144

15,029

Distribution
9,999

10,017

Other
2,987

2,015

Total assets
28,130

27,061

Total Goodwill by Segment:
As at (millions of dollars)
March 31,
2020

December 31, 2019

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 May 7, 2020, preferred share dividends of $4 million and common share dividends of $152 million ($0.2536 per common share) were declared.
Share Grant Plans
On April 1, 2020, Hydro One issued from treasury 439,041 common shares to eligible employees in accordance with provisions of the Share Grant Plans.
MTN Prospectus
On April 14, 2020, Hydro One Inc. filed a new short form base shelf prospectus for its MTN Program. The short form base shelf prospectus allows Hydro One Inc. to offer and issue from time to time medium term notes in an aggregate principal amount up to $4.0 billion during the twenty-five month period ending in May 2022.

 
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HYDRO ONE LIMITED
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
For the three months ended March 31, 2020 and 2019





OEB Decision - 2020-2022 Transmission Rates
On April 23, 2020, the OEB rendered its decision on the 2020-2022 transmission rate application (2020-2022 Transmission Decision). The Company intends to file its draft rate order reflecting updated revenue requirements for years 2020 to 2022 for the OEB’s approval by May 28, 2020. The financial impact of the 2020-2022 Transmission Decision will be determined and reflected prospectively in the Company’s second quarter consolidated financial statements.
Acquisition of Orillia Power
On April 30, 2020, the OEB issued its decision approving Hydro One’s application to acquire Orillia Power Distribution Corporation from the City of Orillia. The transaction is expected to close before the end of 2020.
Acquisition of Peterborough Distribution
On April 30, 2020, the OEB issued its decision approving Hydro One’s application to acquire the business and distribution assets of Peterborough Distribution Inc., from the City of Peterborough. The transaction is expected to close before the end of 2020.

 
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