POWERING UP
ANNUAL REPORT 2015
ONE OF NORTH AMERICA’S LARGEST
ELECTRICAL UTILITIES (TSX: H)
THIS IS
HYDRO ONE
Hydro One Limited (TSX: H) is Canada’s largest
pure-play electricity transmission and distribution utility.
It transmits and distributes electricity across the Province
of Ontario, home to 38% of the country’s population.
Hydro One became a publicly traded company on the
Toronto Stock Exchange in November 2015 with the initial
public offering by the Province of Ontario.
Hydro One Limited has three reportable
segments: the electrical transmission
business, the electrical distribution
business and a third business
segment consisting of the company’s
telecommunications business and certain
corporate activities.
Together, the company’s regulated
transmission and distribution operations
comprise approximately 88% of
Hydro One’s assets and provide
98% of its net revenues.
Hydro One Telecom leverages the
company’s telecommunications and
tower assets to sell broadband
fibre-optic capacity to other carriers,
large corporations, government
agencies, and healthcare and
educational institutions.
A new governance agreement between
Hydro One and the Province of Ontario
was announced on April 16, 2015.
On July 17, 2015 a new independent
Board of Directors was appointed to
govern Hydro One through its transition
into a publicly traded company.
In November 2015, Hydro One Limited
completed the initial public offering of
15% of its common shares, with the
proceeds of the offering going to the
Province of Ontario in the first phase
of its previously announced sale of the
majority of the company to the public.
The common shares are listed and trade
on the Toronto Stock Exchange under
the symbol “H”.
TABLE OF CONTENTS
Letter from the Chair
Letter from the President and CEO
Our Business
Corporate Governance Overview
Why Invest in Hydro One?
Management’s Discussion
and Analysis
Consolidated Financial
Statements
Notes to Consolidated
Financial Statements
2
3
4
10
12
13
48
55
TOTAL ASSETS
12%
RATE BASE
REVENUES (NET OF POWER COSTS)
2%
50% $24.33 38%
BILLION
60% $16.91 40%
BILLION
50% $3,088 48%
MILLION
CAPITAL INVESTMENTS
REGULATED EARNINGS BEFORE FINANCING
CHARGES AND INCOME TAXES1
57% $1,663 43%
MILLION
60% $1,222 40%
MILLION
Year ended December 31
(CAD millions, except as otherwise noted)
Revenues
Purchased power
Revenues (net of purchased power)
Operation, maintenance and administration
Depreciation and amortization
Income before financing charges and income tax expense
Financing charges
Income tax expense
Net income attributable to common shareholders of Hydro One
Basic and diluted earnings per common share (EPS) (Canadian dollars)
Adjusted basic and diluted EPS (Canadian dollars) 2
Net cash from (used in) operating activities
Adjusted net cash from operating activities 3
Funds from (used in) operations (FFO)
Adjusted FFO3
Capital investments
Transmission – average monthly Ontario 60-minute peak demand (MW)
Distribution – electricity distributed to Hydro One customers (TWh)
Transmission
Distribution
Other
2015
6,538
3,450
3,088
1,135
759
1,194
376
105
690
1.39
1.16
(1,253)
1,557
(1,479)
1,331
1,663
20,344
28.9
2014
6,548
3,419
3,129
1,192
722
1,215
379
89
731
1.53
1.23
1,256
1,256
1,293
1,293
1,530
20,596
29.8
1 Distribution and transmission segments
2 Calculated using the number of common shares outstanding at December 31, 2015
3 Excludes $2,810 million impact of deferred income tax asset that resulted as a consequence of leaving the payment in lieu of taxes regime and entering the federal tax regime.
CORPORATE STRUCTURE
HYDRO ONE LIMITED
HYDRO ONE INC.
HYDRO ONE TELECOM
HYDRO ONE NETWORKS
REMOTE COMMUNITIES
TRANSMISSION
DISTRIBUTION
Rate-Regulated Businesses
(99% of total revenue)
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 1
“Hydro One has a fully independent, diverse and deeply experienced Board
of Directors to govern the Company’s business, allowing it to execute as an
independently controlled and professionally managed commercial entity
well positioned to generate growth and value for our shareholders...”
DAVID F. DENISON
Chair of the Board
can help to lead the company forward.
In addition to rolling up their sleeves
in their critical new roles, the Hydro
One management team led one of the
largest and most successful initial public
offerings in Canada in more than
15 years. The shares of Hydro One
began trading on the Toronto Stock
Exchange on November 5th.
To facilitate the change in ownership
structure associated with the initial
public offering, the province announced
a new governance agreement between
Hydro One and the province. This
agreement ensures that the company
is governed as an independent
commercial entity going forward,
providing confidence that the province
is strictly playing the role of shareholder
and not manager. Over the ensuing
months, the new Board was assembled,
drawing upon a diverse and
accomplished group of proven leaders
to govern Hydro One’s transformation
with a renewed focus on customer
service excellence and improved
performance and reliability. My fellow
Board members were selected for their
independence, commercial experience
and strong governance expertise
concerning public companies, customer
service, the electricity sector and public
policy.
As management and the Board work
together to put in place a broad
strategy to take Hydro One forward,
Dear fellow shareholders,
This was a seminal year of change and
movement forward for Hydro One.
The transformative journey began
last spring when the Province
of Ontario, previously the sole
shareholder of Hydro One, made a
series of announcements relating to
the company, including that it would
broaden the ownership through an
initial public offering. While the
province remains the company’s
largest shareholder with 84% of the
outstanding shares today, it has stated
that it intends to make additional
tranches of shares available to the
public in stages, until it achieves its
stated goal of reducing its ownership of
Hydro One to 40%.
An integral part of the company’s future
is a renewed focus on customer service
excellence and improved performance.
During the past summer, the new
Board announced the appointment
of Mayo Schmidt as the company’s
new President and Chief Executive
Officer and Michael Vels as its Chief
Financial Officer. Both executives
have strong track records and
demonstrated experience in leading the
transformation of large, publicly traded
companies into high performance,
innovative and customer-focused
organizations that enhance customer
service, accelerate growth and create
significant shareholder value. Together
with the technical expertise of the
existing Hydro One team, I believe they
2 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
work has already commenced across
the company to strengthen customer
service and performance excellence
while putting in place initiatives to
accelerate growth.
I would like to recognize the important
foundational work of the previous Chair,
Sandra Pupatello, and her Board,
and acknowledge the efforts of former
President and Chief Executive Officer
Carmine Marcello: his contribution and
leadership was essential to Hydro One’s
successful transition in 2015. Finally,
I would like to thank the more than
5,500 Hydro One employees who work
tirelessly -- often around the clock and
in hazardous weather and conditions
-- to ensure that electricity is delivered
safely, reliably and cost-effectively to the
millions of citizens of Ontario. It is their
efforts and commitment that enable this
great company to deliver for you -- our
shareholders, our customers and our
communities -- and we look forward to
taking your company even further
in 2016.
Thank you for your support,
David F. Denison, OC
Chair of the Board
Hydro One Limited
“2015 was a year of tremendous positive change for Hydro One.
The team is intently focused on transforming this significant North
American electrical utility into a high-performance commercial
organization with considerable muscle to accelerate growth and
consistently deliver on its promises…”
On behalf of our 5,500 employees,
thank you for your investment and
interest in our progress. I would
like to thank the Board of Directors
for its support and its confidence in
management. I would also like to
thank employees across Ontario for
embracing Hydro One’s transformation
and for their unwavering commitment to
our customers. The future is bright.
Mayo Schmidt
President and CEO
Hydro One Limited
MAYO SCHMIDT
President and CEO
We know that we need to understand
the needs of our customers and
stakeholders, including First Nations
and Métis communities. Serving these
needs effectively and efficiently will
drive our business decisions. Our
strategy will ensure we are ready to
adapt to the emerging technology
landscape and position our business
for success. We will build world-class
competencies and position ourselves to
grow in the long term.
Hydro One is fortunate to operate in
a stable and supportive regulatory
environment with a transparent and
predictable rate-setting process. The
company plays an essential leadership
role in the Ontario electricity industry.
We are focused on making life better
for our customers. We improve their
lives by treating them with respect, by
making certain our system is reliable
and ready for the future, by managing
our costs and thus the cost of our
service, and by having highly trained
men and women across Ontario who
are ready to respond 24/7 when
storms and extreme weather disrupt
service.
I believe we are uniquely positioned
to make the most of the significant
opportunities that lie ahead – and
transform our business into a great
Canadian company that stands out for
its commitment to its customers and its
performance for its shareholders.
Dear fellow shareholders,
It is clear that 2015 was a pivotal
year for your company as Hydro
One charted a new course towards
becoming a publicly traded,
increasingly customer-focused and
performance-driven company that offers
dependable dividends and robust,
predictable growth prospects.
It was a year of tremendous positive
change that opened the door to a very
bright future.
The size, strength and efficiency of
our electrical grid is critical to reliably
delivering the electricity that sustains and
secures the economic and social well-
being of every community in Ontario.
This past year, the company made
important investments to modernize and
bolster the grid, investing approximately
$1.7 billion in capital projects across
both our transmission and distribution
networks. Over the next few years, we
will invest in significant infrastructure that
is needed to maintain and modernize
the critical electrical systems that we
all depend on. We are stewards of this
system, a mission we take very seriously.
Hydro One is embarking on a journey
to take a leadership position in the
North American utility landscape.
Through building on our strong
foundation, we have the opportunity
to become a leader in this dynamic
and evolving environment. To enable
this, we have undertaken a strategic
planning process to define our future.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 3
ELECTRICAL TRANSMISSION
OPERATIONS
Hydro One’s electrical transmission system totals approximately 29,000
circuit kilometres of high-voltage lines, towers and transformers, operating
at 500 kV, 230 kV or 115 kV. Hydro One’s grid transmits electricity from
hydroelectric, nuclear, gas, wind and solar power generation sources
to customers across Ontario, including 47 local distribution companies
(LDCs), Hydro One’s own local distribution systems and 90 large industrial
customers directly connected to the transmission system.
The transmission operations service approximately 96% of the Province of Ontario
by capacity and represent approximately 50% of the total assets and provide 50%
of the net revenues of the company.
The transmission system is linked to five jurisdictions adjacent to Ontario
(Manitoba, Minnesota, Michigan, New York and Quebec) through high-voltage
interconnections. The transmission operations are regulated by the Ontario Energy
Board (OEB) and the National Energy Board (NEB), together with an operating
agreement with the Independent Electricity System Operator (IESO) and the North
American Electric Reliability Corporation (NERC). Hydro One is also a partner in
the Bruce to Milton Limited Partnership, which is a unique partnership between the
company and the Saugeen Ojibway Nation Finance Corporation, operating a
176-kilometre long dual circuit transmission line between the Bruce Nuclear
Generating Station and Hydro One’s Milton Switching Station.
Our transmission assets can be divided into four functional categories:
1. Transmission stations: These facilities are used for the delivery of power,
voltage transformation and switching, and serve as connection points for both
customers and generators.
2. Transmission lines: Bulk transmission lines are main lines delivering power
from generating stations or connections to receiving terminal stations. Area supply
lines take power from the network and transmit it to customer supply transmission
stations at customer load centres.
3. Network operations: All transmission assets and many sub-transmission
assets are managed from one central location, the Ontario Grid Control Centre.
4. Telecommunications facilities: These facilities ensure the company’s
telecommunications requirements are met, with respect to the protection and
operation of the power system as well as voice and administrative data. Our
subsidiary Hydro One Telecom sells excess capacity on our fibre-optic network.
TRANSMISSION
STATIONS
292
CIRCUIT KILOMETRES OF
HIGH-VOLTAGE LINES
29,000
4 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
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LAKE SUPERIOR
Transmission Lines
High-Voltage
Transmission Lines
115 kV
230 kV
500 kV
Transmission
Interconnection
Existing
QUÉBEC
MICHIGAN
LAKE HURON
LAKE
MICHIGAN
MICHIGAN
LAKE ERIE
LAKE ONTARIO
NEW YORK
TRANSMISSION SEGMENT
Customers
Assets
47 local distribution companies and 90 large industrial customers connected directly to the
transmission network
292 transmission stations and approximately 29,000 circuit kilometres of high-voltage lines
Current Rate Base
$10.18 billion1
Allowed ROE (2016)
9.19%
ONTARIO’S ELECTRICITY SYSTEM
Hydro One Transmission
1 Current transmission rate base as at December 31, 2015 includes 100% of B2MLP rate base.
Generating Station
Transformer
(Increased to
Higher Voltage)
Transmission
System
Transformer
(Decreased to
Lower Voltage)
Industrial,
Residential,
Commercial
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 5
ELECTRICAL DISTRIBUTION
OPERATIONS
Hydro One’s electrical distribution system totals approximately 123,000
circuit kilometres of lower-voltage power lines, poles and transformers,
serving more than 1.3 million customers across Ontario.
As Hydro One operates in both rural and urban centres across Ontario, customers
benefit from our integrated planning and the coordinated operations of our
distribution and transmission systems and workforce.
In June 2015, Hydro One announced the closing of its acquisition of Haldimand
County Utilities, adding 21,200 customers to its local distribution network. In
October, the closing of the acquisition of Woodstock Hydro Holdings Inc., including
its wholly-owned subsidiary Woodstock Hydro Services Inc., added 15,800
customers, to be integrated with Hydro One’s network in 2016.
Hydro One Remote Communities Inc. operates and maintains the generation and
distribution assets used to supply electricity to 21 remote communities across northern
Ontario that are not connected to the electricity transmission grid.
HYDRO ONE HAS A LARGELY RURAL AND SUBURBAN FOOTPRINT
1.3 MILLION CUSTOMERS
1.6 MILLION POLES
CIRCUIT KILOMETRES OF
LOWER-VOLTAGE LINES
123,000
DISTRIBUTION AND
REGULATION STATIONS
c. 1,000
6 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
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LAKE SUPERIOR
QUÉBEC
Distribution
Hydro One
Served
640,000 km2
service territory
Other Utility
Served
MICHIGAN
LAKE HURON
LAKE
MICHIGAN
MICHIGAN
LAKE ERIE
LAKE ONTARIO
NEW YORK
DISTRIBUTION SEGMENT
Customers
Assets
Approximately 1.3 million residential and business customers located mostly in rural areas,
covering approximately 75% of the geographic area of the province, equal to roughly 640,000
square kilometres
123,000 circuit kilometres of lower-voltage distribution lines and approximately 1,000 distribution
and regulating stations
Current Rate Base
$6.74 billion1
Allowed ROE (2016)
9.19%
ONTARIO’S ELECTRICITY SYSTEM
1 Current distribution rate base as at December 31, 2015.
Hydro One Distribution
Generating Station
Transformer
(Increased to
Higher Voltage)
Transmission
System
Transformer
(Decreased to
Lower Voltage)
Industrial, Residential,
Commercial
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 7
SERVING
CUSTOMERS
Throughout 2015, Hydro One
continued to put customers at the core
of its decision-making, planning and
execution. Every day the organization
is focused on exceeding customer
expectations. Whether it’s launching
new customer-friendly tools or
mobilizing hundreds of employees to
restore power, Hydro One’s future path
to success lies with our ability to exceed
expectations.
CUSTOMER COMMITMENTS
In 2015, Hydro One was the first
utility in Canada to launch Customer
Commitments and service level
guarantees. Developed with input from
more than 40,000 customers and the
company’s Customer Service Advisory
Panel, these five commitments provide
assurance to customers about the service
they can expect from Hydro One:
1
2
3
4
5
We will provide you with a bill
you can trust and understand.
We will provide you with a
reliable supply of electricity.
We will make it easy to do
business with us.
W e will courteously and
promptly work to resolve any
issues you may have.
We will help you manage your
electricity use.
MOBILE OUTAGE APP
Customer service includes keeping
customers connected to the information
that is most important to them. The
company’s mobile outage app –
available free to customers on their
smartphones – was downloaded more
than 60,000 times during 2015,
totaling more than 286,000 since its
launch in May 2012.
OUTAGE ALERTS
Drawing on the success of the mobile
app, Hydro One was the first utility
in Canada to launch personalized
text and email alerts to customers,
proactively informing them of outages
that might affect their homes, cottages,
farms or small businesses. Customers
who register for this service receive
alerts and updates on estimated times
of restoration when an outage has
been reported near their residences.
Customers decide when and how they
receive messages. To date, more than
7,000 customers have signed up for
the service.
OFFICE OF THE OMBUDSMAN
To further support customer service,
in October the company’s Board of
Directors appointed Fiona Crean to the
role of Ombudsman for Hydro One.
Having most recently served as the City
of Toronto’s ombudsman, Ms. Crean
has worked in the area of complaints
investigation and dispute resolution for
more than 25 years.
STORM RESPONSE
Wind, snow and rain are a reality of
life in Ontario. Across the province,
the men and women of Hydro One are
available 24 hours a day, seven days a
week, to restore power for customers if
the lights go out.
From the state-of-the-art Ontario
Grid Control Centre, highly trained
employees monitor all potential events,
including weather, solar storms and
geomagnetic disturbances that could
affect Hydro One’s system. The centre
provides Hydro One with the
industry-leading ability to remotely
monitor and operate transmission
equipment, respond to alarms and
restore or reroute interrupted power.
When an alert is issued, the entire
organization begins mobilizing staff
and equipment to ensure power is
restored as efficiently as possible. This
means moving crews and equipment
to where they are needed to make sure
that power can be restored safely and
quickly. With a workforce trained to the
highest standards, crews can travel more
than 500 kilometres to aid in restoration.
Working through holidays, in the
harshest of conditions and in remote
areas of the province, Hydro One
employees not only restore power, but
restore life back to normal for customers.
8 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
Scholarship Programs
In 2015, 13 female engineering
students received Hydro One’s Women
in Engineering Scholarship for their
outstanding achievements in electrical
engineering. Winners receive a
financial award along with a paid
opportunity to work for Hydro One in a
developmental student work placement.
In celebration of National Aboriginal
Day, in June Hydro One awarded
12 students with the Leonard S. (Tony)
Mandamin Scholarship, which is
granted annually to First Nations, Métis
or Inuit post-secondary students.
CORPORATE SOCIAL
RESPONSIBILITY
In January, Hydro One was designated
as a Sustainable Electricity Company
by the Canadian Electricity Association
(CEA). This designation established
by the CEA for utilities across
Canada recognizes success building
on the three foundational pillars of
sustainability – environmental, social,
and economic performance. It requires
utilities to establish an Environmental
Management System consistent with
the ISO 14001 standard; to take the
actions and meet the expectations laid
out in the ISO 26000 Guidance on
Social Responsibility. Hydro One is
only the fourth electric utility in Canada
to receive this designation.
For further information on
Hydro One’s commitments to
customers, safety, communities
and the environment, please
go to: www.HydroOne.com/
OurCommitment.
SAFETY,
COMMUNITY
AND THE
ENVIRONMENT
SAFETY
The safety of the public, the
communities Hydro One serves and the
people of Ontario is every employee’s
responsibility.
From proper job planning to a
trained and highly-skilled workforce,
Hydro One emphasizes the importance
of a safe workplace across every line
of business. The result of this focus was
seen in 2015 as Hydro One achieved
its ambitious health and safety target,
recording only 1.68 incidents per
200,000 hours worked.
Hydro One was awarded the Electrical
Safety Authority’s Powerline Safety
Award for its community outreach
with the company’s mobile Electricity
Discovery Centre. More than 30,000
visitors from 26 communities learned
about electrical safety, how to conserve
energy and the role Hydro One plays
in the community.
COMMUNITY
Hydro One believes in the importance
of connecting with the communities
where we live and work through
sponsorships, donations, scholarship
programs and volunteering. These
charitable giving programs broadly
support safety and injury prevention,
education and community support. They
are an important link to the hundreds of
communities that the company serves
across the province.
Community Investment
Furthering the company’s commitment to
First Nations and Métis communities, in
February 2015 Hydro One announced
a three-year funding extension for
Right to Play’s Promoting Life-skills in
Aboriginal Youth program. Hydro One
is investing $100,000 each year to
support after-school programming,
sport for developmental activities, youth
leadership, and health and wellness
education.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 9
external auditors as well as the
performance of the company’s finance
function, auditors (both external and
internal) and the auditing, accounting
and financial reporting process.
The Nominating, Corporate
Governance, Public Policy and
Regulatory Committee manages and
oversees the process of nominating
new directors to the Board in
accordance with the governance
agreement between the company
and the Province of Ontario. The
committee makes recommendations
respecting the Board’s approach to
corporate governance, overseeing
director orientation, education,
performance evaluation, compensation
and protection. The committee also
oversees the company’s relationship
with shareholders, communities,
stakeholders, electricity regulators,
customers, the Province of Ontario and
the company’s approach to corporate
social responsibility, including its
sponsorship and donation programs.
The Human Resources Committee
assists the Board in discharging the
Board’s oversight responsibilities
relating to compensation, attraction and
retention of key senior management,
employee benefits, labour relations and
succession planning.
The Health, Safety, Environment and
First Nations and Métis Committee
is responsible for oversight relating
to effective occupational health and
safety and environmental policies and
practices at the company as well as
the company’s relationships with First
Nations and Métis communities.
For a complete description
of Hydro One’s corporate
governance structure and
practices and individual
director biographical
information, please go
to: www.HydroOne.com/
Investors.
CORPORATE
GOVERNANCE
OVERVIEW
Hydro One and the Board recognize
the importance of corporate
governance to the effective
management of the company.
Independence, integrity and
accountability are the foundation of
the company’s approach to corporate
governance. It is in the long-term
best interests of our shareholders as
well as our customers and promotes
and strengthens relationships with
employees, the communities in which
the company operates and other
stakeholders of the company.
Hydro One’s Board of Directors was
appointed on July 17, 2015, drawing
upon a diverse and accomplished
group of proven business leaders
with deep corporate governance
experience. The Board’s primary role
is overseeing corporate performance
and the quality, depth and continuity
of management required to meet the
company’s strategic objectives.
Hydro One is committed to best practices
that will allow us to honour important
fiduciary and oversight responsibilities.
The Board regularly reviews and revises
the company’s governance practices
in response to changing governance
expectations and regulations. Our
practices meet the rules and regulations
issued by Canadian Securities
Administrators and the Toronto Stock
Exchange, including national corporate
governance guidelines and related
disclosure requirements.
The Audit Committee reviews the
integrity of the company’s financial
statements and financial reporting
process, internal control over financial
reporting, enterprise risk management,
disclosure controls and procedures,
and compliance with other related
legal and regulatory requirements.
The committee also assists the Board
in fulfilling its oversight responsibilities
with respect to financial reporting,
including overseeing the independence,
qualifications and appointment of
10 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
BOARD OF DIRECTORS AND COMMITTEES
AUDIT
NOMINATING, CORPORATE
GOVERNANCE, PUBLIC
POLICY AND REGULATORY
HUMAN
RESOURCES
HEALTH, SAFETY,
ENVIRONMENT
AND FIRST NATIONS
AND MÉTIS
= CHAIR
= MEMBER
David Denison
(Chair)
Mayo Schmidt
(President and CEO)
Ian Bourne
Charles Brindamour
Marc Caira
Christie Clark
George Cooke
Marianne Harris
Jim Hinds
Kathryn Jackson
Roberta Jamieson
Frances Lankin
Philip Orsino
Jane Peverett
Gale Rubenstein
HYDRO ONE GOOD GOVERNANCE PRACTICES
100% Director
Independence
Code of Business Conduct
and Whistleblower Hotline
Annual Reviews of Board
and Committee Performance
Board Education
Sessions
Committee Authority to Retain
Independent Advisors
Board and Committee
In-Camera Discussions
Term Limits for
Directors
Director Share Ownership
Guidelines
Commitment to
Director Diversity
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 11
WHY INVEST
IN HYDRO ONE?
Opportunities to transition to a
customer focused performance
culture under Ontario’s
emerging incentive-based
regulation
One of the largest electrical utilities
in North America, with significant
scale and a leadership position in
Canada’s most populated province
One of the strongest
investment grade balance
sheets in the utility sector
Unique combination of
electrical transmission and local
distribution, with no power
generation assets or material
exposure to commodity prices
Attractive dividend yield with
70 – 80% target payout ratio
and opportunity for growth with
rate base expansion
The business operates in a stable,
transparent and collaborative
rate-regulated environment
2015 IPO was the first phase
of the largest-ever privatization
by the Province of Ontario
providing opportunities for
public participation in asset
transformation
Predictable growth profile, with
consistent rate base growth
expected under multi-year
approved capital investment
program to upgrade aging
infrastructure
Strong governance structure and
a fully independent Board allow the
company to operate autonomously,
transform its culture and drive
shareholder value creation on
multiple fronts
Proven management with
demonstrated experience
transforming organizations,
accelerating performance
and creating significant
shareholder value
A unique opportunity to participate
in the transformation of a premium,
large-scale utility
12 ANNUAL REPORT 2015 HYDRO ONE LIMITED TSX: H
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Management’s Discussion and Analysis
For the years ended December 31, 2015 and 2014
The following Management’s Discussion and Analysis (MD&A) of the
financial condition and results of operations should be read together
with the consolidated financial statements and accompanying notes
(the Consolidated Financial Statements) of Hydro One Limited (Hydro
One or the Company) for the year ended December 31, 2015. The
Consolidated Financial Statements are presented in Canadian dollars
and have been prepared in accordance with United States (US)
Generally Accepted Accounting Principles (GAAP). All financial
information in this MD&A is presented in Canadian dollars, unless
otherwise indicated.
The Company has prepared this MD&A in accordance with National
Instrument 51-102 – Continuous Disclosure Obligations of the
Canadian Securities Administrators. This MD&A provides information
for the year ended December 31, 2015, based on information
available to management as of February 11, 2016.
Initial Public Offering
In November 2015, Hydro One and the Province of Ontario
(Province) completed an initial public offering (IPO) on the Toronto
Stock Exchange of 15% of the Company’s 595 million outstanding
common shares. Prior to the completion of the IPO, Hydro One and
its subsidiary, Hydro One Inc., completed a series of transactions
(Pre-Closing Transactions) that resulted in, among other things, the
acquisition by Hydro One of all of the issued and outstanding shares
of Hydro One Inc. from the Province and the issuance of new
common shares and preferred shares of Hydro One to the Province.
Both Hydro One and Hydro One Inc. are reporting issuers. See
section “Other Developments – Change in Hydro One Ownership
Structure” for details relating to the IPO.
Current year information consists of the results of Hydro One Inc. up
to October 31, 2015, and the consolidated results of Hydro One
and Hydro One Inc. from November 1, 2015 to December 31,
2015. The comparative information consists of the results of Hydro
One Inc. as at and for the year ended December 31, 2014.
Consolidated Financial Highlights And Statistics
Year ended December 31
(millions of Canadian dollars, except as otherwise noted)
Revenues
Purchased power
Revenues, net of purchased power
Operation, maintenance and administration costs
Depreciation and amortization
Financing charges
Income tax expense
Net income attributable to common shareholders of Hydro One
Basic and diluted earnings per common share (EPS)
Pro forma adjusted non-GAAP basic and diluted EPS1
Net cash from (used in) operating activities
Adjusted net cash from operating activities1
Funds from (used in) operations (FFO)1
Adjusted FFO1
Capital investments
Transmission: Average monthly Ontario 60-minute peak demand (MW)
Distribution: Units distributed to Hydro One customers (TWh)
Debt to capitalization ratio2
2015
6,538
3,450
3,088
1,135
759
376
105
690
$1.39
$1.16
(1,253)
1,557
(1,479)
1,331
1,663
20,344
28.9
50.7%
2014
6,548
3,419
3,129
1,192
722
379
89
731
$1.53
$1.23
1,256
1,256
1,293
1,293
1,530
20,596
29.8
52.8%
Change
(0.2%)
0.9%
(1.3%)
(4.8%)
5.1%
(0.8%)
18.0%
(5.6%)
(9.2%)
(5.6%)
(199.8%)
24.0%
(214.4%)
2.9%
8.7%
(1.2%)
(3.0%)
1 See section “Non-GAAP Measures” for description and reconciliation of pro forma adjusted non-GAAP basic and diluted EPS, adjusted net cash from
operating activities, FFO and adjusted FFO.
2 Debt to capitalization ratio has been calculated as total debt (includes total long-term debt and short-term borrowings, net of cash) divided by total debt plus
total shareholder’s equity, including preferred shares but excluding any amounts related to non-controlling interest.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 13
MANAGEMENT’S DISCUSSION AND ANALYSIS
Overview
Hydro One is the largest electricity transmission and distribution
company in Ontario. Through its subsidiary, Hydro One Inc., Hydro
One owns and operates substantially all of Ontario’s electricity
transmission network, and is the largest electricity distributor in
Ontario. Hydro One has three business segments: (i) Transmission
Business; (ii) Distribution Business; and (iii) Other Business
(telecommunications).
Transmission Business
Hydro One’s transmission business owns, operates and maintains
Hydro One’s transmission system, which accounts for approximately
Electricity transmitted (TWh)
Transmission lines spanning the province (circuit-kilometres)
Rate base (millions of Canadian dollars)
Capital investments (millions of Canadian dollars)
Note: TWh means terawatt-hours.
Distribution Business
Hydro One’s Distribution Business is the largest in Ontario and
consists of the distribution system operated by Hydro One Inc.’s
subsidiaries Hydro One Networks and Hydro One Remote
Communities Inc. The Company’s Distribution Business is a rate-
regulated business that earns revenues mainly by charging distribution
rates that must be approved by the OEB. The Distribution Business
represented approximately 38% of the Company’s total assets as at
December 31, 2015, and approximately 48% of its total revenues,
net of purchased power, in 2015.
Electricity distributed to Hydro One customers (TWh)
Electricity distributed through Hydro One lines (TWh)1
Distribution lines spanning the province (circuit-kilometres)
Distribution customers (number of customers)
Rate base (millions of Canadian dollars)
Capital investments (millions of Canadian dollars)
96% of Ontario’s transmission capacity. The Transmission Business
consists of the transmission system operated by Hydro One Inc.’s
subsidiary, Hydro One Networks Inc. (Hydro One Networks), and a
66% interest in B2M Limited Partnership (B2M LP), a limited
partnership between Hydro One and the Saugeen Ojibway Nation
in respect of the Bruce-to-Milton transmission line. The Company’s
Transmission Business is a rate-regulated business that earns revenues
mainly from charging transmission rates that are approved by the
Ontario Energy Board (OEB). The Transmission Business represented
approximately 50% of the Company’s total assets as at
December 31, 2015, and approximately 50% of its total revenues,
net of purchased power, in 2015.
2015
137.0
29,355
10,175
943
2014
139.8
29,344
9,934
845
Embedded Distributors
Large
Users
7%
10%
29%
General
Service
54%
Residential
2015
2014
28.9
40.7
123,425
1,347,231
6,739
711
29.8
42.4
123,657
1,439,321
6,415
680
1 Units distributed through Hydro One lines represent total distribution system requirements and include electricity distributed to consumers who purchased
power directly from the Independent Electricity System Operator (IESO).
Other Business
Hydro One’s Other Business segment consists of the Company’s
telecommunications business and certain corporate activities. The
telecommunications business provides telecommunications support for
the Company’s Transmission and Distribution Businesses, and also
offers communications and IT solutions to organizations with
broadband network requirements utilizing Hydro One Telecom Inc.’s
(Hydro One Telecom) fibre optic network to provide diverse, secure
and highly reliable connectivity. Hydro One’s other business segment
is not rate-regulated. This segment represented approximately 12% of
Hydro One’s total assets as at December 31, 2015, and
approximately 2% of its total revenues, net of purchased power, in
2015.
14 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Primary Factors Affecting Results Of Operations
Transmission Revenues
Transmission revenues primarily consist of the Company’s transmission
rates approved by the OEB which are charged based on the monthly
peak electricity demand across Hydro One’s high-voltage network.
Transmission rates are designed to generate revenues necessary to
construct, upgrade, extend and support a transmission system with
sufficient capacity to accommodate maximum forecasted demand
and a regulated return on the Company’s investment. Peak electricity
demand is primarily influenced by weather and economic conditions.
Transmission revenues also include export revenues associated with
transmitting electricity to markets outside of Ontario. Ancillary
revenues include revenues from providing maintenance services to
generators and from third-party land use.
Distribution Revenues
Distribution revenues include the distribution rates approved by the
OEB and amounts to recover the cost of purchased power used by
the customers of the distribution business. Distribution rates are
designed to generate revenues necessary to construct and support
local distribution system with sufficient capacity to accommodate
existing and new customer demand and a regulated return on the
Company’s investment. Accordingly, distribution revenues are
influenced by distribution rates, the cost of purchased power, and the
amount of electricity the Company distributes. Distribution revenues
also include ancillary distribution service revenues, such as fees
related to the joint use of Hydro One’s distribution poles by the
telecommunications and cable television industries, as well as
miscellaneous charges such as charges for late payments.
Purchased Power Costs
Purchased power costs are incurred by the distribution business and
represent the cost of purchased electricity delivered to customers
within Hydro One’s distribution service territory. These costs comprise
the wholesale commodity cost of energy, in addition to wholesale
market service and transmission charges levied by the Independent
Electricity System Operator (IESO). Hydro One passes the cost of
electricity that it delivers to its customers, and is therefore not exposed
to wholesale electricity commodity price risk.
Operation, Maintenance and
Administration Costs
Operation, maintenance and administration (OM&A) costs are
incurred to support the operation and maintenance of the transmission
and distribution systems, and other costs such as property taxes
related to transmission and distribution lines, stations and buildings.
Transmission OM&A costs are incurred to sustain the Company’s
high-voltage transmission stations, lines and rights-of-way, and include
preventive and corrective maintenance costs related to power
equipment, overhead transmission lines, transmission station sites, and
forestry control to maintain safe distance between line spans and
trees. Distribution OM&A costs are required to maintain the
Company’s low-voltage distribution system, and include costs related
to distribution line clearing and forestry control to reduce power
outages caused by trees, line maintenance and repair, as well as
land assessment and remediation. Hydro One manages its costs
through ongoing efficiency and productivity initiatives, while
continuing to complete planned work programs associated with the
development and maintenance of its transmission and distribution
networks.
Depreciation and Amortization
Depreciation and amortization costs relate primarily to depreciation
of the Company’s property, plant and equipment, and amortization
of certain intangible assets and regulatory assets. Depreciation
expense also includes the costs incurred to remove property, plant
and equipment where no asset retirement obligations have been
recorded on the balance sheet.
Financing Charges
Financing charges relate to the Company’s financing activities, and
include interest expense on the Company’s long-term debt, gains and
losses on interest rate swap agreements, net of interest earned on
short-term and long-term investments. A portion of financing charges
incurred by the Company is capitalized to the cost of property, plant
and equipment associated with the periods during which such assets
are under construction before being placed in-service.
Income Taxes
Hydro One and its subsidiaries were exempt from regular Canadian
federal and Ontario income tax (Federal Tax Regime) and instead
paid an equivalent amount referred to as payments in lieu of
corporate income taxes (PILs) to the Ontario Electricity Financial
Corporation (OEFC) under the Electricity Act (PILs Regime) until
October 2015. Since then, Hydro One and its subsidiaries have
been subject to the Federal Tax Regime. See further details in section
“Other Developments – PILs Deemed Disposition Rules.”
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 15
MANAGEMENT’S DISCUSSION AND ANALYSIS
Results of Operations
Net Income
Net income attributable to common shareholders for the year ended
December 31, 2015 of $690 million is a decrease of $41 million
or 5.6% from the prior year. Significant influences on net income
included:
• milder weather in 2015 resulted in a decrease in transmission
revenues, mainly due to lower average Ontario peak demand in
2015 compared to 2014, particularly in June, November, and
December;
• the effective income tax rate of 12.8% in 2015 compared to an
effective tax rate of 10.6% in 2014;
Revenues
Year ended December 31
(millions of Canadian dollars, except as otherwise noted)
Transmission
Distribution
Other
• OM&A costs were lower than the prior year due to:
O
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lower costs related to remediating the Company’s customer
information system, lower customer support expenses and
lower bad debt expenses; and
lower preventative maintenance related to vegetation
management; partially offset by
in 2014, insurance proceeds related to 2013 floods at the
Company’s Richview and Manby transformer stations were
recorded as a reduction in 2014 OM&A costs and did not
recur in 2015; and
O during 2015, the Company recorded expenditures related
to the integration of acquired local distribution companies.
2015
1,536
4,949
53
6,538
2014
1,588
4,903
57
6,548
Change
(3.3%)
0.9%
(7.0%)
(0.2%)
(1.2%)
(3.0%)
Transmission: Average monthly Ontario 60-minute peak demand (MW)
Distribution: Units distributed to Hydro One customers (TWh)
20,344
20,596
28.9
29.8
Transmission Revenues
Distribution Revenues
The decrease of $52 million or 3.3% in transmission revenues for the
year ended December 31, 2015 was primarily due to lower
average monthly Ontario 60-minute peak demand due to industrial
customers shifting energy use away from system-wide peaks in the
winter months of 2015 and generally milder weather in 2015, which
more than offset increased transmission rates for 2015.
The increase of $46 million or 0.9% in distribution revenues for the
year ended December 31, 2015 was primarily due to higher OEB-
approved distribution rates and higher purchased power costs,
partially offset by decreased revenues due to the spin-off of Hydro
One Inc.’s subsidiary, Hydro One Brampton Networks Inc. (Hydro
One Brampton).
Operation, Maintenance and Administration Costs
Year ended December 31
(millions of Canadian dollars)
Transmission
Distribution
Other
2015
426
633
76
2014
Change
394
742
56
8.1%
(14.7%)
35.7%
4.8%
1,135
1,192
Transmission OM&A Costs
The increase of $32 million or 8.1% in transmission OM&A costs for
the year ended December 31, 2015 was primarily due to the
following:
• expenses related to write-offs of project and inventory costs due to
revisions of asset replacement strategies:
16 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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• higher expenditures during 2015 related to work required to
adhere to the North American Electric Reliability Corporation
(NERC) Critical Infrastructure Protection (Cyber Security) standards;
and
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• in 2014, insurance proceeds related to 2013 floods at the
Company’s Richview and Manby transformer stations were
recorded as a reduction in 2014 OM&A costs and did not recur
in 2015; partially offset by:
• decreased expenditures related to forestry control and line clearing
on the Company’s transmission rights-of-way.
Depreciation and Amortization
The increase of $37 million or 5.1% in depreciation and
amortization costs for the year ended December 31, 2015
compared to last year was mainly due to the growth in capital assets
as the Company continues to place new assets in-service, consistent
with its ongoing capital investment program.
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Distribution OM&A Costs
The decrease of $109 million or 14.7% in distribution OM&A costs
for the year ended December 31, 2015 was primarily due to the
following:
• a decrease in bad debt expense and lower expenditures related
to remediation of the Company’s customer information system;
• decreased vegetation management expenditures relating to the
distribution line clearing and forestry control; and
• lower volume of work associated with locating and restoring
power outages; partially offset by
• increased costs associated with responding to power outages as
a result of multiple wind storms during the fourth quarter of 2015.
Other OM&A Costs
The increase of $20 million or 35.7% in other OM&A costs for the
year ended December 31, 2015 was primarily due to costs to
integrate acquired local distribution companies and increased
compensation costs.
Income tax expense
Income tax expense for the year ended December 31, 2015
increased by $16 million compared to 2014, and the Company
realized an effective tax rate of approximately 12.8% in 2015,
compared to approximately 10.6% realized in 2014. The
differences are primarily due to the following:
• lower capital cost allowance in excess of depreciation and
amortization; and
• additional tax expense in connection with the spin-off of Hydro
One Brampton; partially offset by
• an income tax recovery recorded on the revaluation to fair market
value of the tax basis of the assets of Hydro One Inc. and its
subsidiaries in excess of the Departure Tax triggered when Hydro
One exited the PILs Regime.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 17
MANAGEMENT’S DISCUSSION AND ANALYSIS
Hydro One Brampton
On August 31, 2015, a dividend was paid to the Province by
transferring to a company wholly-owned by the Province all of the
issued and outstanding shares of Hydro One Brampton and inter-
company indebtedness owed to Hydro One Inc. by Hydro One
Brampton.
Hydro One’s 2015 consolidated results of operations include the
results of Hydro One Brampton up to August 31, 2015. The
following tables present quarterly results of Hydro One Brampton that
are included in consolidated results of Hydro One for the years
ended December 31, 2015 and 2014.
Quarter ended
(millions of Canadian dollars)
Revenues
Purchased power
OM&A
Depreciation and amortization
Income tax expense
Net income
Capital investments
Quarter ended
(millions of Canadian dollars)
Revenues
Purchased power
OM&A
Depreciation and amortization
Income tax expense
Net income
Capital investments
Mar. 31,
2015
125
107
664
542
–
77
91
Mar. 31,
2014
127
109
76
4
–
7
2
Jun. 30,
2015
129
111
1
1
Jun. 30,
2014
115
99
3
1
6
10
Selected Annual Financial Statistics
Year ended December 31 (millions of Canadian dollars, except per share amounts)
Total revenue
Net income attributable to common shareholders
Basic and diluted EPS
Dividends per common share declared
Dividends per preferred share declared
December 31 (millions of Canadian dollars)
Total assets
Total non-current financial liabilities
Sept. 30,
2015
100
88
(1)
7
8
Sept. 30,
2014
128
109
55
4
–
10
6
2015
6,538
690
$ 1.39
$ 1.83
$ 1.03
2015
24,328
8,224
Dec. 31,
2015
–
–
–
–
–
–
–
Dec. 31,
2014
125
109
3
2
6
9
2014
6,548
731
$ 1.53
$ 0.56
$ 1.38
2014
22,550
8,373
2015
Total
354
306
16
11
–
21
28
2014
Total
495
426
23
1 4
3
29
27
2013
6,074
785
$ 1.64
$ 0.42
$ 1.38
2013
21,625
8,301
Quarterly Results Of Operations
The following table sets forth unaudited quarterly information for
2015 and 2014. This information has been derived from the
Company’s unaudited interim Consolidated Financial Statements and
audited annual Consolidated Financial Statements.
Quarter ended
(millions of Canadian dollars)
Dec. 31,
2015
Sept. 30,
2015
Jun. 30,
2015
Mar. 31,
2015
Dec. 31,
2014
Sept. 30,
2014
Jun. 30,
2014
Mar. 31,
2014
Total revenues
Total revenues, net of purchased power
Net income attributable to common shareholders
Basic and diluted EPS
1,522
736
143
1,645
789
188
$ 0.26 $ 0.39
1,563
725
131
$0.27
1,808
838
228
$0.47
1,662
769
216
$ 0.45
1,556
776
169
1,566
742
110
$ 0.35 $ 0.23
1,764
842
236
$ 0.50
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Non-GAAP Measures
FFO and Adjusted FFO
FFO is defined as net cash from operating activities, adjusted for the
following: (i) changes in non-cash balances related to operations,
(ii) dividends paid on preferred shares, and (iii) distributions to
noncontrolling interest. Adjusted FFO is defined as FFO, adjusted for
the impact of the deferred income tax asset that resulted as a
consequence of leaving the PILs Regime and entering the Federal Tax
Regime. Management believes that FFO and adjusted FFO are
helpful as supplemental measures of the Company’s operating cash
flows as they exclude timing-related fluctuations in non-cash operating
working capital and cash flows not attributable to common
shareholders, and, in the case of adjusted FFO, the impact of the
IPO-related deferred income tax asset. As such, these measures
provide a consistent measure of the cash generating performance of
the Company’s assets.
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operating activities to FFO and adjusted FFO:
Year ended December 31
(millions of Canadian dollars)
Net cash from (used in) operating activities
Changes in non-cash balances related to operations
Preferred dividends
Distributions to noncontrolling interest
FFO
Less: Deferred income tax asset1
Adjusted FFO
2015
(1,253)
(208)
(13)
(5)
(1,479)
(2,810)
1,331
2014
1,256
55
(18)
–
1,293
–
1,293
1 Impact of deferred income tax asset that resulted as a consequence of leaving the PILs Regime and entering the Federal Tax Regime
Pro forma Adjusted non-GAAP Basic and
Diluted EPS
The following pro forma adjusted non-GAAP basic and diluted EPS
has been prepared by management on a supplementary basis which
assumes that the total number of common shares outstanding was
595,000,000 in each of the years ended December 31, 2015 and
2014. The supplementary pro forma disclosure is used internally by
management subsequent to the IPO to assess the Company’s
performance and is considered useful because it eliminates the
impact of the issuance of common shares to the Province prior to the
IPO. Prior to the IPO, the Province was the sole shareholder of Hydro
One and disclosure of EPS did not provide meaningful information.
EPS is considered an important measure and management believes
that presenting it for all periods based on the number of outstanding
shares on, and subsequent to, the IPO provides users with a basis to
evaluate the operations of the Company with comparable companies
and with prior periods.
Year ended December 31
Net income attributable to common shareholders (millions of Canadian dollars)
Pro forma weighted average number of common shares
Basic
Effect of dilutive share grant plans
Diluted
Pro forma adjusted non-GAAP EPS
Basic
Diluted
2015
690
2014
731
595,000,000
94,691
595,000,000
–
595,094,691
595,000,000
$1.16
$1.16
$1.23
$1.23
Adjusted Net Cash from Operating Activities
Adjusted net cash from operating activities is defined as net cash from
operating activities, adjusted for the impact of the deferred income
tax asset that resulted as a consequence of leaving the PILs Regime
and entering the Federal Tax Regime. Management believes that this
measure is helpful as a supplemental measure of the Company’s net
cash from operating activities as it excludes the impact of the IPO-
related deferred income tax asset. As such, adjusted net cash from
operating activities provides a consistent measure of the Company’s
cash from operating activities compared to prior periods.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 19
MANAGEMENT’S DISCUSSION AND ANALYSIS
The following table presents the reconciliation of net cash from operating activities to adjusted net cash from operating activities:
Year ended December 31
(millions of Canadian dollars)
2015
Net cash from (used in) operating activities
Less: Deferred income tax asset1
Adjusted net cash from operating activities
(1,253)
(2,810)
1,557
2014
1,256
–
1,256
1 Impact of deferred income tax asset that resulted as a consequence of leaving the PILs Regime and entering the Federal Tax Regime
To the extent that adjusted net income is used in future continuous
disclosure documents of Hydro One, it will be defined as net income,
adjusted for certain items, including non-recurring items and other
one-time items that management does not consider to be reflective of
the operating performance of the Company. No such adjustments to
net income are presented in this MD&A. Management believes that
this measure will be helpful in assessing the Company’s financial and
operating performance in the future.
FFO, adjusted FFO, pro forma adjusted non-GAAP basic and diluted
EPS, adjusted net cash from operating activities, and adjusted net
income are not recognized measures under US GAAP and do not
have a standardized meaning prescribed by US GAAP. They are
therefore unlikely to be directly comparable to similar measures
presented by other companies. They should not be considered in
isolation nor as a substitute for analysis of the Company’s financial
information reported under US GAAP.
Summary of Sources and Uses of Cash
Hydro One’s primary sources of cash flows are funds generated from
operations, capital market debt borrowings and bank financing that
are used to satisfy Hydro One’s capital resource requirements,
including the Company’s capital expenditures, servicing and
repayment of debt, and dividends.
The following table presents the Company’s sources and uses of cash during the years ended December 31, 2015 and 2014:
Year ended December 31
(millions of Canadian dollars)
2015
Operating activities
Net income
Deferred income taxes
Changes in non-cash balances related to operations
Other
Financing activities
Long-term debt issued
Long-term debt retired
Short-term notes issued
Common shares issued
Dividends paid
Amount contributed by (distributed to) noncontrolling interest
Other
Investing activities
Capital expenditures
Capital contributions
Acquisitions of local distribution companies
Investment in Hydro One Brampton
Proceeds from investment
Other
Net change in cash and cash equivalents
20 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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(2,844)
208
670
(1,253)
350
(585)
1,491
2,600
(888)
(5)
(9)
2,954
(1,632)
62
(90)
(53)
–
6
(1,707)
(6)
2014
747
10
(55)
554
1,256
628
(776)
–
–
(287)
72
(32)
(395)
(1,504)
–
(66)
–
250
(6)
(1,326)
(465)
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Cash from Operating Activities
Cash from Investing Activities
Cash used in operations totalled $1,253 million for 2015 compared
to cash from operations of $1,256 million in 2014. Cash from
operations was affected by changes in deferred income tax assets
that resulted as a consequence of leaving the PILs Regime and
entering the Federal Tax Regime. Excluding this effect, cash from
operations would have been $1,557 million for 2015, an increase
of $301 million compared to prior year, mainly due to improved
accounts receivable collections in 2015 and changes in regulatory
accounts that impact revenue.
Cash from Financing Activities
Cash from financing activities of $2,954 million for 2015 compared
to cash used in financing activities of $395 million in 2014. The
increase in 2015 was primarily due to cash proceeds from common
shares issued, and the issuance of short-term notes and long-term
debt, partly offset by payment of dividends and repayment of long
term debt. See section “Liquidity and Financing Strategy” for details
of the Company’s liquidity and financing strategy.
In 2015, Hydro One issued $350 million of long-term debt under its
Medium-Term Note (MTN) Program, compared to $628 million of
long-term debt issued in 2014. In 2015, Hydro One repaid
$550 million in maturing long-term debt, compared to no long-term
debt maturing or repaid in 2014. In addition, long-term debt totalling
$35 million assumed as part of the Haldimand County Utilities Inc.
(Haldimand Hydro) acquisition and the Woodstock Hydro Holdings
Inc. (Woodstock Hydro) acquisition was repaid in 2015.
In 2015, Hydro One paid dividends in the amount of $888 million
($875 million of common share dividends and $13 million of
preferred share dividends), compared to dividends totalling
$287 million paid in 2014. Included in dividends paid in 2015
was a special dividend paid to the Province prior to the completion
of the IPO.
In November 2015, Hydro One issued 2.6 billion common shares to
the Province for cash proceeds of $2.6 billion prior to the completion
of the IPO.
Cash used in investing activities was $1,707 million for 2015
compared to $1,326 million in 2014. The increase in 2015 was
mainly due to higher capital investments in 2015 and the sale of an
investment in 2014 for $250 million that did not recur in 2015. In
2015, cash totalling $90 million was used to purchase Haldimand
Hydro and Woodstock Hydro, compared to cash of $66 million
used to purchase Norfolk Power Inc. (Norfolk Power) in 2014. See
section “Capital Investments” for details of the Company’s capital
investments, and section “Other Developments – Acquisitions” for
details of the acquisitions of Haldimand Hydro and Woodstock
Hydro.
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Liquidity and Financing Strategy
Short-term liquidity is provided through funds from operations, Hydro
One Inc.’s Commercial Paper Program, and the Company’s
consolidated credit facilities. Under the commercial paper program,
Hydro One Inc. is authorized to issue up to $1.5 billion in short-term
notes with a term to maturity of less than 365 days. At December 31,
2015, Hydro One Inc. had $1,491 million in commercial paper
borrowings outstanding, compared to no commercial paper
borrowings outstanding at December 31, 2014. In addition, the
Company and Hydro One Inc. have revolving credit facilities totalling
$2,550 million that mature between 2018 and 2020. The
Company may use the credit facilities for working capital and
general corporate purposes. The short-term liquidity under the
Commercial Paper Program, the credit facilities and anticipated levels
of funds from operations are expected to be sufficient to fund the
Company’s normal operating requirements.
At December 31, 2015, all of the Company’s long-term debt
totalling $8,723 million was issued by Hydro One Inc. under Hydro
One Inc.’s MTN Program. At December 31, 2015, the maximum
authorized principal amount of medium-term notes issuable under the
MTN Program was $3.5 billion, with the entire amount remaining
available until January 2018. The long-term debt consists of notes
and debentures that mature between 2016 and 2064, and at
December 31, 2015, had an average term to maturity of
approximately 16.6 years and a weighted average coupon of 4.7%.
At December 31, 2015, Hydro One’s corporate credit ratings from approved rating organizations were as follows:
Rating Agency
Standard & Poor’s Rating Services (S&P)1
1 On September 18, 2015, S&P assigned its A corporate credit rating on Hydro One. The outlook is stable.
Corporate Credit
Rating
A
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 21
MANAGEMENT’S DISCUSSION AND ANALYSIS
At December 31, 2015, Hydro One Inc.’s long-term and short-term debt ratings from approved rating organizations were as follows:
Rating Agency
DBRS Limited (DBRS)1
Moody’s Investors Service (Moody’s)2
S&P3
Short-term Debt
Rating
Long-term Debt
Rating
R-1 (low)
Prime-2
A-1
A (high)
A3
A
1 On November 5, 2015, DBRS confirmed Hydro One Inc.’s issuer rating and senior unsecured debenture rating at A (high), downgraded its short-term debt
rating to R-1(low) from R-1 (mid), and revised its trend to stable.
2 On November 5, 2015, Moody’s downgraded the senior unsecured ratings of Hydro One Inc. to A3 from A2, downgraded its short term debt rating to
Prime-2 from Prime-1, and revised its outlook on the Company to stable from negative.
3 On September 18, 2015, S&P affirmed its ratings on Hydro One Inc., including its A long-term corporate credit rating on the company.
At December 31, 2015, Hydro One and Hydro One Inc. were in
compliance with all financial covenants and limitations associated
with the outstanding borrowings and credit facilities.
plan assets, rate of cost of living increase, and mortality assumptions.
A full discussion of the significant assumptions and estimates can be
found in the section “Critical Accounting Estimates – Employee Future
Benefits.”
Effect of 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 into account anticipated interest rates. See section “Risk
Management and Risk Factors – Risks Relating to Hydro One’s
Business – Market, Financial Instrument and Credit Risk” for more
details.
Pension Plan
In 2015, Hydro One contributed approximately $177 million to its
pension plan, compared to contributions of approximately
$174 million in 2014, and incurred $163 million in net periodic
pension benefit costs, compared to $158 million incurred in 2014.
The Company estimates that total pension contributions for 2016 will
be approximately $180 million.
The Company’s pension benefits obligation is impacted by various
assumptions and estimates, such as discount rate, rate of return on
Capital Investments
The Company makes capital investments to maintain the safety,
reliability and integrity of its transmission and distribution assets and to
provide for the ongoing growth and modernization required to meet
the expanding and evolving needs of its customers and the electricity
market. This is achieved through a combination of sustaining capital
investments, which are required to support the continued operation of
Hydro One’s existing assets, and development capital investments,
which involve both additions to existing assets and large scale
projects such as new transmission lines and transmission stations.
In 2015, the Company made capital investments totalling
$1,663 million and placed $1,476 million of new assets in-service,
including replacements of end-of-life wood poles, new load
connections, and the completion of two transformer replacements at
the Hanmer Transmission Station, compared to $1,530 million of
capital investments and $1,574 million of new assets placed in-
service in 2014.
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The following table presents Hydro One’s 2015 and 2014 capital investments:
Year ended December 31
(millions of Canadian dollars)
Transmission
Sustaining
Development
Other
Total Transmission Capital Investments
Distribution
Sustaining
Development
Other
Total Distribution Capital Investments
Other Capital Investments
Total Capital Investments
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2014
Change
706
166
71
943
398
220
93
711
9
625
132
88
845
356
236
88
680
5
1,663
1,530
13.0%
25.8%
(19.3%)
11.6%
11.8%
(6.8%)
5.7%
4.6%
80.0%
8.7%
Transmission Capital Investments
The increase of $98 million or 11.6% in transmission capital
investments in 2015 was primarily due to the following:
• several system re-investments, including various end-of-life
equipment replacements at certain transmission stations, including
the Bruce, Richview, Larchwood and Wiltshire Transmission
Stations, as well as the completion of two transformer
replacements at the Hanmer Transmission Station;
• the continued work on some of the Company’s major inter-area
network and local area supply projects, such as the Clarington
Transmission Station and Guelph Area Transmission Refurbishment
projects;
• increased work on overhead lines refurbishment and replacement
projects and programs;
• increased volume of work related to station security upgrades to
prevent unauthorized entry to stations and enhance safety, and
increased cyber system replacements, including firewall
infrastructure, auxiliary equipment and management software, to
adhere to the NERC Cyber Security standards; and
• increased volume of demand equipment replacements, as well as
spare transformer equipment purchases to ensure readiness for
unplanned transformer replacements; partially offset by
• decreased expenditures related to underground lines system
replacements, as the end-of-life underground transmission cables
between the Strachan Transformer Station and Riverside Junction
were replaced and placed in-service in 2014.
Distribution Capital Investments
The increase of $31 million or 4.6% in distribution capital investments
in 2015 was primarily due to the following:
• increased capital lines work, primarily related to multiple
sustainment initiatives programs and higher volume of component
replacements;
• increased work related to station refurbishment programs due to a
larger volume of transformer purchases and more refurbishments
accomplished during 2015; and
• increased storm restoration work as a result of multiple wind storms
which occurred during the fourth quarter of 2015, as well as
related power quality-related issues; partially offset by
• decreased expenses in 2015 due to completion of a smart meter
installation project in 2014.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 23
MANAGEMENT’S DISCUSSION AND ANALYSIS
Major Transmission Projects
The following table summarizes the status of certain of Hydro One’s major transmission projects at December 31, 2015:
Project Name
Location
Type
Toronto Midtown
Transmission Reinforcement
Toronto
Southwestern Ontario
New transmission
line
Anticipated
In-Service
Date
Estimated
Cost
Capital Cost
To-Date
Status
2016
$123 million
$121 million
In progress
Guelph Area Transmission
Refurbishment
Guelph area
Southwestern Ontario
Transmission line
upgrade
2016
$103 million $67 million
In progress
Clarington Transmission
Station
Oshawa area
Eastern GTA
New transmission
station
2018/2019
$297 million $97 million
In progress
Supply to Essex County
Transmission Reinforcement
Windsor-Essex area
Southwestern Ontario
New transmission
line and station
2018
To be
determined
Northwest Bulk
Transmission Line
Thunder Bay
Northwestern Ontario
New transmission
line
As early as
2020
To be
determined
–
–
OEB decision
received in July 2015
Development
work is in progress
Future Capital Investments
Hydro One anticipates that it will spend an average of over
$1.6 billion per year over the next five years on total capital
investments, with sustaining capital investments representing an
average of approximately 60% of total capital investments in each
year. The Company anticipates that these investments will contribute
to improved reliability, customer service and operating efficiencies.
The following table summarizes Hydro One’s annual projected capital investments for 2016 to 2020, by business segment:
(millions of Canadian dollars)
Transmission
Distribution
Other
Total capital investments
2016
2017
2018
937
706
8
920
692
8
978
690
7
1,651
1,620
1,675
The following table summarizes Hydro One’s annual projected capital investments for 2016 to 2020, by category:
(millions of Canadian dollars)
Sustaining
Development
Other
Total capital investments
2016
2017
999
416
236
998
435
187
1,651
1,620
2018
1,098
360
217
1,675
Note: “Other” capital expenditures consist of special projects, such as those relating to information technology.
2019
1,021
729
7
1,757
2019
1,006
479
272
1,757
2020
989
663
7
1,659
2020
1,001
480
178
1,659
Other Obligations
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have, or are
reasonably likely to have, a material current or future effect on the
24 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Company’s financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
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Summary of Contractual Obligations and Other Commercial Commitments
The following table presents a summary of Hydro One’s debt and other major contractual obligations, as well as other major commercial
commitments:
December 31, 2015
(millions of Canadian dollars)
Contractual obligations (due by year)
Long-term debt – principal repayments
Long-term debt – interest payments
Short-term notes payable
Pension contributions1
Environmental and asset retirement obligations2
Outsourcing agreements3
Operating lease commitments
Other
Total contractual obligations
Other commercial commitments (by year of expiry)
Bank line4
Letters of credit5
Guarantees5
Total other commercial commitments
Total
8,723
7,368
1,491
197
248
523
45
90
18,685
2,550
154
330
3,034
Less than
1 year
1-3
years
3-5
years
More than
5 years
500
397
1,491
180
22
167
11
17
2,785
–
154
330
484
1,350
741
–
17
51
244
19
34
2,456
800
–
–
800
878
654
–
–
58
101
12
33
5,995
5,576
–
–
117
11
3
6
1,736
11,708
1,750
–
–
1,750
–
–
–
–
1 Contributions to the Hydro One Pension Fund are generally made one month in arrears. The 2016 minimum pension contributions are based on an actuarial
valuation as at December 31, 2013 and projected levels of pensionable earnings. Pension contributions beyond 2016 are not estimable at this time.
2 Hydro One records a liability for the estimated future expenditures associated with the removal and destruction of polychlorinated biphenyl (PCB)
contaminated insulating oils and related electrical equipment, and for the assessment and remediation of chemically-contaminated lands owned by the
Company. Hydro One also records a liability for asset retirement obligations associated with the removal and disposal of asbestos-containing materials
installed in some of its facilities. The forecasted expenditure pattern reflects the Company’s planned work programs for the periods.
3 Inergi LP (Inergi), an affiliate of Capgemini Canada Inc., provides services to Hydro One, including settlements, source to pay services, pay operations
services, information technology, finance and accounting services. The agreement with Inergi for these services expires in December 2019. In addition, Inergi
provides customer service operations outsourcing services to Hydro One. The agreement for these services expires in February 2018. Brookfield Global
Integrated Solutions (formerly Brookfield Johnson Controls Canada LP) (Brookfield) provides services to Hydro One, including facilities management and
execution of certain capital projects as deemed required by the Company. The current agreement with Brookfield expires in December 2024. The contractual
amounts disclosed include an estimated contractual annual inflation adjustment in the range of 1.9% to 2.1%. Payments in respect of the Company’s
outsourcing agreements are recorded in OM&A costs on the Company’s Consolidated Statements of Operations and Comprehensive Income or as a cost of
capital programs.
4 The Company and Hydro One Inc. have revolving credit facilities totalling $2,550 million that expire between 2018 and 2020.
5 Hydro One Inc. currently has outstanding bank letters of credit of $139 million relating to retirement compensation arrangements. Hydro One Inc. provides
prudential support to the IESO in the form of letters of credit, the amount of which is calculated based on forecasted monthly power consumption. At
December 31, 2015, Hydro One Inc. has provided a letter of credit to the IESO in the amount of $15 million to meet its current prudential requirements.
Hydro One Inc. has also provided prudential support to the IESO on behalf of its subsidiaries as required by the IESO’s Market Rules, using parental
guarantees of $329 million, and on behalf of a distributor using total guarantees of $1 million.
Regulation
The OEB approves both the revenue requirements of and the rates
charged by Hydro One’s regulated transmission and distribution
businesses. The rates are designed to permit the Company’s
transmission and distribution businesses to recover the allowed costs
and to earn a formula-based annual rate of return on its equity
invested in the regulated businesses. This is done by applying a
specified equity risk premium to forecasted interest rates on long-term
bonds. In addition, the OEB approves rate riders to allow for the
recovery or disposition of specific regulatory deferral accounts over
specified timeframes.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 25
MANAGEMENT’S DISCUSSION AND ANALYSIS
The following table summarizes Hydro One’s major regulatory proceedings:
Application
Electricity Rates
Hydro One Networks
Hydro One Networks
B2M LP
B2M LP
Mergers Acquisitions Amalgamations and Divestitures
Haldimand Hydro
Woodstock Hydro
Leave to Construct
Year(s)
Type
Status
2015-2016
2015-2017
2015
2015-2019
Transmission – Cost-of-service
Distribution – Custom
Transmission – Interim
Transmission – Cost-of-service
OEB decision received
OEB decision received
OEB decision received
OEB decision received
n/a
n/a
Acquisition
Acquisition
OEB decision received
OEB decision received
Supply to Essex County Transmission Reinforcement Project
n/a
Section 92
OEB decision received
Hydro One has secured rate orders for Hydro One Networks’
transmission business through 2016, for B2M LP through 2019, and
for Hydro One Networks’ distribution business to the end of 2017.
The following table summarizes the status of Hydro One’s electricity
rate applications.
Date of Rate
Application
Approval
Application
Transmission:
Hydro One Networks
January 2015
B2M LP
December 2015
Distribution:
Hydro One Networks
March 2015
ROE
Allowed (A)
or Forecast (F)
9.30% (A)
9.19% (A)
9.30% (A)
9.19% (A)
9.71% (F)
9.96% (F)
10.01% (F)
9.30% (A)
9.19% (A)
9.71% (F)
Year
2015
2016
2015
2016
2017
2018
2019
2015
2016
2017
Rate Base
Date of Rate
Order Filing
Rate Order
Status
$9,651 million
$10,040 million
January 2015
November 2015
Approved
Approved
$523 million
$516 million
$509 million
$502 million
$496 million
December 2014
January 2016
–
–
–
Approved
Approved
To be filed 2016 Q4
To be filed 2017 Q4
To be filed 2018 Q4
$6,552 million
$6,863 million
$7,190 million
April 2015
January 2016
–
Approved
Approved
To be filed 2016 Q4
Hydro One Networks
B2M LP
Hydro One Networks’ transmission 2016 revenue requirement of
$1,480 million is reflected in the Uniform Transmission Rates (UTR)
Decision and Order. Hydro One Networks plans to submit a
transmission application for 2017-2018 rates in the second quarter
of 2016.
The Hydro One Distribution forecast for 2017 will be subject to
adjustments for cost of capital parameters. Hydro One Networks
plans to submit a distribution application for 2018-2022 rates in the
first quarter of 2017.
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On December 29, 2015, the OEB issued a Decision and Order
approving the five-year revenue requirement for years 2015-2019
inclusive, approving the recovery of $8 million start-up costs in rates,
and the establishment of a deferral account to capture costs of Tax
Rate and Rule changes. The January 14, 2016, Decision and Rate
Order approved the B2M LP revenue requirement recovery through
the 2016 UTRs.
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Supply to Essex County Transmission
Reinforcement Project
On July 16, 2015, the OEB issued a Decision and Order granting
Hydro One Networks Leave to Construct a new 13-kilometre 230 kV
double-circuit transmission line in the Windsor-Essex region. The
Decision and Order includes standard conditions of adherence to the
system impact assessment and the connection impact assessment,
and requires construction to commence within twelve months. In
addition, on August 28, 2015, the OEB issued a letter stating that
given the complexities and implications of the issues relating to cost
allocation, including potential changes to the provisions in the
Distribution System Code and the Transmission System Code, the
OEB will not proceed with cost allocation through an adjudicative
process, but will review these issues from a policy perspective.
On January 7, 2016, the OEB initiated its policy review. In the
southeast Essex County, a number of large distribution-connected
customers are a factor driving the need for new transmission
capacity, such as the new Leamington transmission station. Three
other distributors embedded in Hydro One’s distribution area will also
benefit from this investment. Therefore, Hydro One has proposed that
its share of this transmission investment be shared proportionately
between Hydro One and the other identified beneficiaries in the
area. The OEB consultation will review the concept of proportional
benefit and its application, as the policy and regulatory framework to
flow transmission costs through to identified distribution-connected
customers is not in place.
Other Regulatory Developments
Time-of-Use (TOU) Pricing Decision and Order
On March 26, 2015, the OEB issued a Decision and Order to
amend Hydro One Networks’ distribution license to include an
exemption from the requirement to apply TOU pricing to
approximately 170,000 Regulated Price Plan customers that are
outside the smart meter telecommunications infrastructure. The
exemption expires December 31, 2019.
Distribution System Code Requirements
In April 2015, the OEB introduced a Notice of Amendment to the
Distribution System Code requiring electricity distributors to issue
monthly bills to non-seasonal residential and certain general service
customers by the end of 2016. In addition, the OEB amended the
Distribution System Code imposing a 98% billing accuracy
requirement, and provisions allowing a local distribution company to
issue a bill based on estimated consumption only twice every twelve
months to these customers. In September 2015, the OEB issued its
Decision and Order amending Hydro One Networks’ electricity
distribution licence to include an exemption from the requirement for
estimated billing and billing accuracy for the 170,000 hard-to-reach
customers that are currently exempt from TOU billing, for a term
ending on December 31, 2019.
On December 31, 2015, Hydro One submitted a report to the OEB
summarizing that as of November 2015, approximately only
101,000 “hard-to-reach” customers received estimated bills in 2015
and significant improvements were realized in estimated billing
accuracy due to the availability of better customer-specific historical
usage data on which the estimation algorithms are based.
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Conservation and Demand Management
In accordance with a directive from the Minister of Energy and
Infrastructure dated March 31, 2010, as a condition of licence,
certain licensed electricity distributors must meet the IESO established
targets for the reduction of electricity consumption and peak
provincial electricity demand. On September 30, 2015, Hydro One
Networks filed its annual Conservation and Demand Management
(CDM) Report with the OEB. In 2014, Hydro One Networks
achieved 167.4 MW in peak demand savings and 898.4 GWh in
energy savings, which represent 78.4% and 79.5% of its peak
demand and energy reduction targets, respectively. Although Hydro
One Networks did not meet its peak demand reduction target, no
punitive action will be taken against the Company.
Rate Design (previously Revenue Decoupling for
Distributors)
In April 2015, the OEB issued a report, “Board Policy: A New
Distribution Rate Design for Residential Electricity Customers”, outlining
its new policy on fully fixed distribution charges for residential
customers. The current distribution charges are a combination of fixed
and variable rates. Under the new policy, electricity distributors will
structure their residential rates such that all distribution service costs
will be collected through a fixed monthly charge only. The new
policy will be implemented gradually over a four year period, with
increases in the fixed rate and decreases in the variable rate,
resulting in a fixed rate only by 2019. The new rate design will
enable residential customers to leverage new technologies, manage
costs through conservation, and better understand the value of
distribution services. It will also provide greater revenue stability for
distributors, including Hydro One.
In its December 22, 2015 Decision, the OEB has increased the
transition period for Hydro One Networks’ certain customer classes to
eight years to mitigate excessive bill impacts.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 27
MANAGEMENT’S DISCUSSION AND ANALYSIS
In January 2016, the OEB issued a Decision and Rate Order for the
area formerly served by Norfolk Power approving Hydro One’s
implementation plan to transition residential customers to fixed rates
over a four year period. Although Norfolk Power customers’ rates are
frozen for five years, the OEB Order approved Tariffs of Rates and
Charges for 2016 only.
In 2015, Hydro One Networks filed applications with the OEB with
respect to the new rate design for residential customers in the service
areas formerly served by Haldimand Hydro and Woodstock Hydro
that include fixed rates for five years and implementation plans to
transition to fixed distribution rates. Approvals for these applications
are pending.
Performance Measurement for Electricity
Distributors
On September 18, 2015, Hydro One Networks submitted its 2014
Performance Scorecard to the OEB. In addition to ongoing
operations, a major focus in 2014 was investing in improvements to
the Company’s customer call centre and billing operations. Hydro
One plans to continue developing targeted products and services that
respond to its customers’ unique needs, including realizing value from
the new customer information system, simplifying and shortening
timeframes for the delivery of services, and enhancing accessibility to
allow effective self-service for simple transactions. The Company is
also committed to delivering programs to help its customers manage
their energy consumption. Hydro One Networks’ 2014 Scorecard
was posted on the Hydro One and the OEB websites.
Renewed Regulatory Framework for Transmitters
In 2015, the OEB initiated a discussion to develop a framework for
the application of Renewed Regulatory Framework principles to
transmitters, and in January 2016, issued a new set of draft filing
requirements for transmitters for discussion.
Transmitter Consolidations
On January 19, 2016, the OEB issued the Handbook for Electricity
Distributor and Transmitter Consolidations (the “handbook”) to provide
guidance on applications for approval of electricity utility
consolidations by way of mergers, acquisitions, amalgamations and
divestitures and subsequent rate applications. The handbook is
intended to provide guidance on the process for review of
consolidation applications by the OEB and affirms the OEB’s policy
of using the “no harm” test in reviewing consolidation applications.
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This test requires applicants to demonstrate that the costs to serve
acquired customers post-consolidation will be no higher than they
otherwise would be without consolidation. In addition the OEB will
consider whether any price premium paid on the acquisition is
financially burdensome to the applicant, as any premium paid over
historic asset value is not recoverable in rates. The handbook will
allow applicants to defer rebasing of the acquired utility for up to a
10 year period with the view of permitting the applicant to fully
realize the anticipated efficiency gains and offset the overall costs of
the transaction.
Other Developments
Change in Hydro One Ownership Structure
During the fourth quarter of 2015, Hydro One and Hydro One Inc.
completed a series of Pre-Closing Transactions that resulted in,
among other things, the acquisition by Hydro One of all of the issued
and outstanding shares of Hydro One Inc. and the issuance of new
common shares and preferred shares of Hydro One to the Province.
On November 5, 2015, Hydro One and the Province concluded the
IPO of Hydro One on the Toronto Stock Exchange, whereby
81.1 million of the 595 million outstanding common shares of Hydro
One were sold to the public. On November 12, 2015, the
underwriters of the IPO exercised their option to purchase an
additional 8.15 million common shares of Hydro One from the
Province. All proceeds from the IPO were received by the Province.
All of the regulated business and outstanding notes and debentures of
Hydro One at the time of the IPO remain at Hydro One Inc. The final
prospectus associated with the IPO, which contains details of the
IPO, recapitalization and corporate structure, is posted on
www.sedar.com.
PILs Deemed Disposition Rules
In connection with the IPO, upon ceasing to be exempt from tax
under the Federal Tax Regime in October 2015, Hydro One and its
subsidiaries were deemed to dispose of their assets for proceeds
equal to their fair market value, triggering a PILs liability of $2.6
billion (Departure Tax). The Departure Tax amount was confirmed in
writing by the Minister of Finance and was paid to the OEFC in
2015. To enable Hydro One and its subsidiaries to pay the
Departure Tax, the Province made an equity injection of $2.6 billion
in Hydro One and received 2.6 billion common shares of Hydro
One. The revaluation of the tax basis of the assets of Hydro One Inc.
and its subsidiaries to fair market value resulted in a net deferred tax
recovery of $2,619 million recorded in 2015.
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Class Action Lawsuit
Acquisition of Woodstock Hydro
In September 2015, Hydro One and three of its subsidiaries were
served with a class action suit in which the representative plaintiff is
seeking up to $125 million in damages related to allegations of
improper billing practices. Hydro One intends to defend the action.
Due to the preliminary stage of legal proceedings, an estimate of a
possible loss related to this claim cannot be made.
Acquisitions
Integration of Norfolk Power
The Company acquired Norfolk Power in August 2014. The
purchase price for Norfolk Power, adjusted for working capital and
other closing adjustments, was approximately $68 million. Due to this
acquisition, approximately 18,000 new customers were added to
Hydro One’s Distribution Business. In September 2015, the
Company completed the integration of Norfolk Power, including the
integration of employees, customers, business processes, information
and operations. This successful integration will allow the Company to
standardize processes and leverage key lessons learned to drive
efficiency and improvements when integrating other acquisitions in the
future.
Acquisition of Haldimand Hydro
In June 2015, Hydro One completed the acquisition of Haldimand
Hydro, an electricity distribution company located in southwestern
Ontario, following approval of the acquisition by the OEB in March
2015. The purchase price for Haldimand Hydro, adjusted for
working capital and other closing adjustments of approximately
$8 million, was approximately $73 million. The goodwill of
approximately $33 million arising from the Haldimand Hydro
acquisition consists largely of the synergies and economies of scale
expected from combining the operations of Hydro One and
Haldimand Hydro. Due to this acquisition, approximately
21,000 new customers were added to Hydro One’s Distribution
Business. Integration of Haldimand Hydro is ongoing.
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In October 2015, Hydro One completed the acquisition of
Woodstock Hydro, an electricity distribution company located in
southwestern Ontario, following approval of the acquisition by the
OEB in September 2015. The purchase price for Woodstock Hydro,
adjusted for preliminary working capital and other closing
adjustments, was approximately $32 million. The preliminary
goodwill of approximately $17 million arising from the Woodstock
Hydro acquisition consists largely of the synergies and economies
of scale expected from combining the operations of Hydro One
and Woodstock Hydro. Due to this acquisition, approximately
16,000 new customers were added to Hydro One’s Distribution
Business. Integration of Woodstock Hydro is ongoing.
Great Lakes Power Transmission Purchase
Agreement
On January 28, 2016, Hydro One reached an agreement to
acquire from Brookfield Infrastructure various entities that own and
control Great Lakes Power Transmission LP, an Ontario regulated
electricity transmission business operating along the eastern shore of
Lake Superior, north and east of Sault Ste. Marie, Ontario, for
$222 million in cash, subject to customary adjustments, plus the
assumption of approximately $151 million in outstanding
indebtedness. The acquisition is pending a Competition Act approval
as well as regulatory approval from the OEB.
Hydro One Workforce
Hydro One has a skilled and flexible work force of over
5,500 regular employees and over 2,000 non-regular employees
province-wide, comprising a mix of skilled trades, lines staff,
engineering, professional, managerial and executive personnel.
Hydro One’s regular employees are supplemented primarily by
accessing a large external labour force available through
arrangements with the Company’s trade unions for variable workers,
sometimes referred to as “hiring halls”, and also by access to contract
personnel. The hiring halls offer Hydro One the ability to access
highly trained and appropriately skilled workers on a project-by
project and seasonal basis.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 29
MANAGEMENT’S DISCUSSION AND ANALYSIS
The following table sets out the number of Hydro One employees as at December 31, 2015.
Power Workers’ Union (PWU)
The Society of Energy Professionals (Society)
Canadian Union of Skilled Workers (CUSW) and construction building trade
unions2
International Brotherhood of Electrical Workers (IBEW)
Total employees represented by unions
Management and non-represented employees
Total employees
Regular
Employees
Non-Regular
Employees
3,419
1,394
–
63
4,876
640
5,516
6361
57
1,346
4
2,043
34
2,077
Total
4,055
1,451
1,346
67
6,919
674
7,593
1 Includes 475 non-regular “hiring hall” employees covered by PWU agreement.
2 Employees are jointly represented by both unions. The construction building trade unions have collective agreements with the Electrical Power Systems
Construction Association (EPSCA).
Collective Agreements
The PWU represents the majority of the skilled trade personnel
employed by Hydro One. In April 2015, Hydro One reached an
agreement with the PWU for a renewal of the collective agreement.
The agreement is for a three-year term, covering April 1, 2015 to
March 31, 2018. The agreement was ratified by the PWU and the
Hydro One Board of Directors in July 2015.
The Society represents professional and certain first-level supervisory
staff employed by Hydro One. In July 2015, Hydro One reached an
agreement with the Society for an early renewal of the collective
agreement. The agreement is for a three-year term, covering April 1,
2016 to March 31, 2019. The agreement was ratified by the
Society and the Hydro One Board of Directors in August 2015.
In July 2015, Hydro One reached an agreement with the CUSW for
a renewal of the collective agreement. The agreement is for a three-
year term, covering May 1, 2014 to April 30, 2017. The
agreement was ratified by CUSW in September 2015 and the
Hydro One Board of Directors in August 2015.
The EPSCA is an employers’ association of which Hydro One is a
member. A number of the EPSCA construction collective agreements,
which bind Hydro One, expired in April 2015. Ratified five-year
renewal collective agreements, covering May 1, 2015 to April 30,
2020, have been reached with The United Association of Plumbers
and Pipefitters, The Ironworkers, The Rodmen, The Boilermakers, The
Insulators, The Sheet Metal Workers, The Roofers, the Labourers
International Union of North America (LIUNA), the Operating
Engineers (OE) and the Teamsters.
30 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Share-based Compensation
Share Grant Plans
At December 31, 2015, Hydro One had two 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 Energy Professionals (the Society Share Grant Plan).
The PWU Share Grant Plan provides for the issuance of common
shares of Hydro One from treasury to certain eligible members of the
PWU annually, commencing on April 1, 2017 and continuing until
the earlier of April 1, 2028 or the date an eligible employee no
longer meets the eligibility criteria of the PWU Share Grant Plan. The
number of common shares granted annually to each eligible
employee will be equal to 2.7% of such eligible employee’s salary as
at April 1, 2015, divided by the price of the common shares of
Hydro One in the IPO. The aggregate number of common shares
issuable under the PWU Share Grant Plan shall not exceed
3,981,763 common shares.
The Society Share Grant Plan provides for the issuance of common
shares of Hydro One from treasury to certain eligible members of the
Society annually, commencing on April 1, 2018 and continuing until
the earlier of April 1, 2029 or the date an eligible employee no
longer meets the eligibility criteria of the Society Share Grant Plan.
The number of common shares granted annually to each eligible
employee will be equal to 2.0% of such eligible employee’s salary as
at September 1, 2015, divided by the price of the common shares
of Hydro One in the IPO. The aggregate number of common shares
issuable under the Society Share Grant Plan shall not exceed
1,434,686 common shares.
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Directors’ Deferred Share Unit (DSU) Plan
The Province
Under the Company’s Directors’ DSU Plan, directors can elect to
receive credit for their annual cash retainer in a notional account of
DSUs in lieu of cash. Hydro One’s Board of Directors may also
determine from time to time that special circumstances exist that would
reasonably justify the grant of DSUs to a director as compensation in
addition to any regular retainer or fee to which the director is entitled.
Employee Share Ownership Plan
Effective December 15, 2015, Hydro One established an Employee
Share Ownership Plan (ESOP). Under the ESOP, certain eligible
management and non-represented employees may contribute
between 1% and 6% of their base salary towards purchasing
common shares of Hydro One. The Company will match 50% of the
employee’s contributions, up to maximum Company contribution of
$25,000 per calendar year. No contributions were made under the
ESOP during 2015.
Long-term Incentive Plan
The Board of Directors of Hydro One adopted a Long-term Incentive
Plan effective August 31, 2015. Under the Long-term Incentive Plan,
long-term incentives will be granted to certain executive and
management employees, and all equity-based awards will be settled
in newly-issued shares of Hydro One from treasury, consistent with the
provisions of the plan.
The mix of long-term incentive vehicles has not yet been determined
and, accordingly, the Long-term Incentive Plan provides flexibility to
award a range of vehicles, including restricted share units,
performance share units, stock options, share appreciation rights,
restricted shares, deferred share units and other share-based awards.
The mix of vehicles is intended to vary by role to recognize the level
of executive accountability for overall business performance. It is
expected that the specific incentive vehicles and performance targets
associated with the Long-term Incentive Plan will be decided in early
2016, after which the incentive grants will commence. No long-term
incentive payments were awarded during 2015.
Related Party Transactions
The Province is the majority shareholder of Hydro One. The OEFC,
IESO, Ontario Power Generation Inc. (OPG), the OEB, and Hydro
One Brampton are related parties to Hydro One because they are
controlled or significantly influenced by the Province. The following is
a summary of the Company’s related party transactions during the
year ended December 31, 2015:
• During 2015, Hydro One paid dividends to the Province totalling
$888 million (2014 – $287 million). In addition, on August 31,
2015, Hydro One declared a dividend in-kind on its common
shares payable in all of the issued and outstanding shares of
Hydro One Brampton.
• On November 4, 2015, Hydro One issued 2.6 billion common
shares to the Province for proceeds of $2.6 billion.
• In 2015, Hydro One Inc. incurred certain IPO related expenses
totaling $7 million which will be reimbursed to the Company by
the Province and reimbursed by the Company to Hydro One Inc.
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IESO
• During 2015, Hydro One purchased power in the amount of
$2,318 million from the IESO-administered electricity market,
compared to $2,601 million purchased in 2014.
• Hydro One receives revenues for transmission services from the
IESO, based on OEB-approved Uniform Transmission Rates. The
Company’s 2015 transmission revenues include $1,548 million
related to these services, compared to $1,556 million in 2014.
• Hydro One receives amounts for rural rate protection from the
IESO. The Company’s 2015 distribution revenues include
$127 million related to this program, compared to $127 million
in 2014.
• Hydro One receives revenues related to the supply of electricity to
remote northern communities from the IESO. The Company’s 2015
distribution revenues include $32 million related to these services,
compared to $32 million in 2014.
• The IESO (Ontario Power Authority prior to January 1, 2015)
funds substantially all of Hydro One’s CDM programs. The
funding includes program costs, incentives, and management fees.
During 2015, the Company received $70 million related to these
programs, compared to $33 million received in 2014.
OPG
• During 2015, Hydro One purchased power in the amount of
$11 million from the OPG, compared to $23 million purchased in
2014.
• Hydro One has service level agreements with OPG. These
services include field, engineering, logistics and
telecommunications services. The Company’s other 2015 revenues
include $7 million related to these service level agreements,
compared to $12 million in 2014. OM&A costs related to the
purchase of services with respect to these service level contracts
were not significant in 2015 and 2014.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 31
MANAGEMENT’S DISCUSSION AND ANALYSIS
OEFC
• During 2015, Hydro One made PILs to the OEFC totalling
$2.9 billion, including Departure Tax of $2.6 billion, compared
to payments of $86 million made in 2014.
• During 2015, Hydro One purchased power in the amount of
$6 million from power contracts administered by the OEFC,
compared to $9 million purchased in 2014.
• In 2015, the Company paid $8 million to the OEFC, compared
to $5 million paid in 2014, for indemnification against adverse
claims in excess of $10 million paid by the OEFC with respect to
certain of Ontario Hydro’s businesses transferred to Hydro One on
April 1, 1999. Hydro One has not made any claims under the
indemnity since it was put in place in 1999. Hydro One and the
OEFC, with the consent of the Minister of Finance, have agreed to
terminate the indemnity effective October 31, 2015.
OEB
• Under the OEB Act, the OEB is required to recover all of its annual
operating costs from gas and electricity distributors and
transmitters. During 2015, Hydro One incurred $12 million in
OEB fees, compared to $12 million incurred in 2014.
Hydro One Brampton
• Effective August 31, 2015, Hydro One Brampton is no longer a
subsidiary of Hydro One Inc., but is indirectly owned by the
Province. Subsequent to August 31, 2015, Hydro One continues
to provide certain management, administrative and smart meter
network services to Hydro One Brampton pursuant to certain
service level agreements, which are provided at market rates.
During 2015, revenues related to the provision of services with
respect to these service level agreements were $1 million.
At December 31, 2015, the amounts due from and due to related
parties as a result of the transactions described above were
$191 million and $138 million, compared to $224 million and
$227 million at December 31, 2014, respectively. At
December 31, 2015, included in amounts due to related parties
were amounts owing to the IESO in respect of power purchases of
$134 million, compared to $214 million at December 31, 2014.
32 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Risk Management and Risk Factors
Risks Relating to Hydro One’s Business
Regulatory Risks and Risks Relating to Hydro
One’s Revenues
Risks Relating to Obtaining Rate Orders
The Company is subject to the risk that the OEB will not approve the
Company’s transmission and distribution revenue requirements
requested in future applications for rates. Rate applications for
revenue requirements are subject to the OEB’s review process, usually
involving participation from intervenors and a public hearing process.
There can be no assurance that resulting decisions or rate orders
issued by the OEB will permit Hydro One to recover all costs actually
incurred, including operations, maintenance and administration costs,
costs accumulated in other regulatory accounts (including, for
instance, deferral and variance accounts), costs of debt and income
taxes, or to earn a particular return on equity. A failure to obtain
acceptable rate orders, or approvals of appropriate returns on equity
and costs actually incurred, may materially adversely affect: Hydro
One’s transmission or distribution businesses, the undertaking or
timing of capital expenditures, ratings assigned by credit rating
agencies, the cost and issuance of long-term debt, and other matters,
any of which may in turn have a material adverse effect on the
Company. In addition, there is no assurance that the Company will
receive regulatory decisions in a timely manner and, therefore, costs
may be incurred prior to having an approved revenue requirement.
Risks Relating to Actual Performance Against
Forecasts
The Company’s ability to recover the actual costs of providing service
and earn the allowed return on equity depends on the Company
achieving its forecasts established and approved in the rate-setting
process. Actual costs could exceed the approved forecasts if, for
example, the Company incurs operations, maintenance and
administration costs above those included in the Company’s
approved revenue requirement, higher capital expenditures than
those approved in rate decisions, or additional financing charges
because of increased debt amounts or higher interest rates. The
inability to obtain acceptable rate decisions or to otherwise recover
any significant difference between forecast and actual expenses
could materially adversely affect the Company’s financial condition
and results of operations.
Further, the OEB approves the Company’s transmission and distribution
rates based on projected electricity load and consumption levels, among
other factors. If actual load or consumption materially falls below
projected levels, the Company’s revenue and net income for either, or
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both, of these businesses could be materially adversely affected. Also,
the Company’s current revenue requirements for these businesses are
based on cost and other assumptions that may not materialize. There is
no assurance that the OEB would allow rate increases sufficient to offset
unfavourable financial impacts from unanticipated changes in electricity
demand or in the Company’s costs.
The Company is subject to risk of revenue loss from other factors,
such as economic trends and weather conditions that influence the
demand for electricity. The Company’s overall operating results may
fluctuate substantially on a seasonal and year-to-year basis based on
these trends and weather conditions. For instance, a cooler than
normal summer or warmer than normal winter may reduce demand
for electricity below that forecast by the Company, causing a
decrease in the Company’s revenues from the same period of the
previous year. The Company’s load could also be negatively
affected by successful CDM programs whose results exceed
forecasted expectations.
Risks Relating to Rate-Setting Models for
Transmission and Distribution
The OEB’s rate-setting model for distributors requires that the term of a
custom rate application (distribution business) be a minimum five-year
period. There are risks associated with forecasting over such a long
period. For instance, if unanticipated capital expenditures arise that
were not contemplated in the Company’s most recent rate decision,
the Company may be required to incur costs that may not be
recoverable until a future period or not recoverable at all in future
rates. This could have a material adverse effect on the Company.
The OEB has stated its intention to examine the policies that may
apply to transmission rate setting, and this may result in changes to
the rate-setting model for transmission services. A change to the rate-
setting model for transmission services, such as the introduction of an
asymmetrical earnings sharing mechanism, could result in a decrease
in the Company’s revenues or financial performance.
The OEB approves and periodically, generally on an annual basis,
changes the return on equity for transmission and distribution
businesses. The OEB may in the future decide to reduce its allowed
return on equity for either of these businesses, modify the formula or
methodology it uses to determine the return on equity, or reduce the
weighting of the equity component of the deemed capital structure.
Any such reduction could reduce the net income of the Company.
Risks Relating to Capital Expenditures
In order to be recoverable, capital expenditures require the approval
of the OEB, either through the approval of capital expenditure plans,
rate base or revenue requirements for the purposes of setting
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transmission and distribution rates, which include the impact of capital
expenditures on rate base or cost of service. There can be no
assurance that all capital expenditures incurred by Hydro One will be
approved by the OEB. Capital cost overruns may not be recoverable
in transmission or distribution rates. The Company could incur
unexpected capital expenditures in maintaining or improving its
assets, particularly given that new technology is required to support
renewable generation and unforeseen technical issues may be
identified through implementation of projects. There is risk that the
OEB may not allow full recovery of such expenditures in the future. To
the extent possible, Hydro One aims to mitigate this risk by ensuring
prudent expenditures, seeking from the regulator clear policy direction
on cost responsibility, and pre-approval of the need for capital
expenditures.
While the Company expects all of its expenditures and regulatory
assets to be fully recoverable after OEB review, any future regulatory
decision to disallow or limit the recovery of such costs would lead to
a lower than expected approved revenue requirement or rate base,
potential asset impairment or charges to the Company’s results of
operations, any of which could have a material adverse effect on the
Company.
Risks Relating to Deferred Tax Asset
As a result of leaving the PILs Regime and entering the Federal Tax
Regime, Hydro One recorded a deferred tax asset due to the
revaluation of the tax basis of Hydro One’s fixed assets at their fair
market value and recognition of eligible capital expenditures.
Management believes this will result in annual net cash savings over
the next five years due to the reduction of cash taxes payable by
Hydro One associated primarily with a higher capital cost
allowance. There is a risk that, in future rate applications, the OEB
will reduce the Company’s revenue requirement by all or a portion of
those net cash savings. If the OEB were to reduce the Company’s
revenue requirement in this manner, it could have a material adverse
effect on the Company.
Risks Relating to Other Applications to the OEB
The Company is also subject to the risk that it will not obtain required
regulatory approvals for other matters, such as leave to construct
applications, applications for mergers, acquisitions, amalgamations
and divestitures, and environmental approvals. Decisions to acquire
or divest other regulated businesses licensed by the OEB are subject
to OEB approval. Accordingly, there is the risk that such matters may
not be approved or that unfavourable conditions will be imposed by
the OEB.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 33
MANAGEMENT’S DISCUSSION AND ANALYSIS
First Nations and Métis Claims Risk
Some of the Company’s current and proposed transmission and
distribution assets are or may be located on Reserve (as defined in
the Indian Act (Canada)) lands, and lands over which First Nations
and Métis have Aboriginal, treaty or other legal claims. Although the
Company has a recent history of successful negotiations and
engagement with First Nations and Métis communities in Ontario,
some First Nations and Métis leaders, communities and their
members have made assertions related to sovereignty and jurisdiction
over Reserve lands and traditional territories and are increasingly
willing to assert their claims through the courts, tribunals, or by direct
action. These claims could have a material adverse effect on the
Company or otherwise materially adversely impact the Company’s
operations, including the development of current and future projects.
The Company’s operations and activities may, on occasion, give rise
to the Crown’s duty to consult and potentially accommodate First
Nations and Métis communities. Procedural aspects of the duty to
consult may be delegated to the Company by the Province or the
federal government. A perceived failure by the Crown to sufficiently
consult a First Nations or Métis community, or a perceived failure by
the Company in relation to delegated consultation obligations, could
result in legal challenges against the Crown or the Company,
including judicial review or injunction proceedings, or could
potentially result in direct action against the Company by a
community or its members. If this occurs, it could disrupt or delay the
Company’s operations and activities, including current and future
projects, and have a material adverse effect on the Company.
Risk from Transfer of Assets Located on Reserves
The transfer orders by which the Company acquired certain of
Ontario Hydro’s businesses as of April 1, 1999 did not transfer title
to assets located on Reserves. The transfer of title to these assets did
not occur because authorizations originally granted by the federal
government for the construction and operation of these assets on
Reserves could not be transferred without required consent. In several
cases, the authorizations had either expired or had never been
issued.
Currently, the Ontario Electricity Financial Corporation holds legal title
to these assets and it is expected that the Company will manage
them until it has obtained permits to complete the title transfer. To
occupy Reserves, the Company must have valid permits issued by
Her Majesty the Queen in the Right of Canada. For each permit, the
Company must negotiate an agreement (in the form of a
memorandum of understanding) with the First Nation, the Ontario
Electricity Financial Corporation and any members of the First Nation
who have occupancy rights. The agreement includes provisions
whereby the First Nation consents to the federal government (presently
34 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Indigenous Affairs and Northern Development Canada) issuing a
permit. For transmission assets, the Company must negotiate terms of
payment. It is difficult to predict the aggregate amount that the
Company may have to pay, either on an annual or one-time basis, to
obtain the required agreements from First Nations. If the Company
cannot reach satisfactory agreements with the relevant First Nation to
obtain federal permits, it may have to relocate these assets to other
locations at a cost that could be substantial. In a limited number of
cases, it may be necessary to abandon a line and replace it with
diesel generation facilities. In either case, the costs relating to these
assets could have a material adverse effect on the Company if the
costs are not recoverable in future rate orders.
Compliance with Laws and Regulations
Hydro One must comply with numerous laws and regulations
affecting its business, including requirements relating to transmission
and distribution companies, environmental laws, employment laws
and health and safety laws. The failure of the Company to comply
with these laws could have a material adverse effect on the
Company’s business. See also “– Health, Safety and Environmental
Risk”.
For instance, Hydro One’s licensed transmission and distribution
businesses are required to comply with the terms of their licenses, with
codes and rules issued by the OEB, and with other regulatory
requirements, including regulations of the National Energy Board. In
Ontario, the Market Rules issued by the IESO require the Company
to, among other things, comply with the reliability standards
established by the NERC and Northeast Power Coordinating
Council, Inc. (NPCC). The incremental costs associated with
compliance with these reliability standards are expected to be
recovered through rates, but there can be no assurance that the OEB
will approve the recovery of all of such incremental costs. Failure to
obtain such approvals could have a material adverse effect on the
Company.
There is the risk that new legislation, regulations or policies will be
introduced in the future. These may require Hydro One to incur
additional costs, which may or may not be recovered in future
transmission and distribution rates.
Risk of Natural and Other Unexpected
Occurrences
The Company’s facilities are exposed to the effects of severe weather
conditions, natural disasters, man-made events including but not
limited to cyber and physical terrorist type attacks, events which
originate from third party connected systems, or any other potentially
catastrophic events. Although constructed, operated and maintained
to industry standards, the Company’s facilities may not withstand
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occurrences of this type in all circumstances. The Company does not
have insurance for damage to its transmission and distribution wires,
poles and towers located outside its transmission and distribution
stations resulting from these or other events. Losses from lost revenues
and repair costs could be substantial, especially for many of the
Company’s facilities that are located in remote areas. The Company
could also be subject to claims for damages caused by its failure to
transmit or distribute electricity. Hydro One’s risk is partly mitigated
because its transmission system is designed and operated to
withstand the loss of any major element and possesses inherent
redundancy that provides alternate means to deliver large amounts of
power. In the event of a large uninsured loss, Hydro One would
apply to the OEB for recovery of such loss; however, there can be no
assurance that the OEB would approve any such applications, in
whole or in part, which could have a material adverse effect on the
Company.
Risk Associated with Information Technology
Infrastructure and Data Security
The Company’s ability to operate effectively in the Ontario electricity
market is, in part, dependent upon it developing, maintaining and
managing complex information technology systems which are
employed to operate and monitor its transmission and distribution
facilities, financial and billing systems and other business systems. The
Company’s increasing reliance on information systems and
expanding data networks increases its exposure to information
security threats. The Company’s transmission business is required to
comply with various rules and standards for transmission reliability,
including mandatory standards established by the NERC and the
NPCC. These include standards relating to cyber-security and
information technology, which only apply to certain of the Company’s
assets (generally being those whose failure could impact the
functioning of the bulk electricity system). The Company may maintain
different or lower levels of information technology security for its assets
that are not subject to these mandatory standards. Unauthorized
access to corporate and information technology systems or cyber
attacks could result in service disruptions and system failures, which
could have a material adverse effect on the Company, including as a
result of a failure to provide electricity to customers. In addition, in the
normal course of its operations, the Company may collect, process or
retain access to confidential customer, supplier, counterparty or
employee information, which could be exposed in the event of a
cyber security incident.
Hydro One mitigates these risks, including through the use of security
event management tools on its power and business systems, by
separating its transmission and distribution system networks from its
other business system networks, by performing scans of its systems for
known cyber threats and by providing company-wide awareness
training to Hydro One personnel. Hydro One also engages the
services of external experts to evaluate the security of its information
technology infrastructure and controls. Hydro One performs
vulnerability assessments on its critical cyber assets and it ensures
security and privacy controls are incorporated into new information
technology capabilities. Although these security and system disaster
recovery controls are in place, there can be no assurance that there
will not be system failures or security breaches or that such threats
would be detected or mitigated on a timely basis. Upon occurrence
and detection, the focus would shift from prevention to isolation,
remediation and recovery until the incident has been fully addressed.
Any such system failures or security breaches could have a material
adverse effect on the Company.
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Workforce Demographic Risk
By the end of 2015, approximately 17% of the Company’s
employees were eligible for retirement and by the end of 2016, up
to approximately 21% could be eligible. These percentages are not
evenly spread across the Company’s workforce, but tend to be most
significant in the most senior levels of the Company’s staff and
especially among management staff. During each of 2015 and
2014, approximately 3% of the Company’s workforce elected to
retire. Accordingly, the Company’s continued success will be tied to
its ability to attract and retain sufficient qualified staff to replace the
capability lost through retirements and to meet the demands of the
Company’s work programs.
In addition, the Company expects the skilled labour market for its
industry to be highly competitive in the future. Many of the
Company’s current employees and many of the potential employees it
would seek in the future possess skills and experience that would also
be highly sought after by other organizations inside and outside the
electricity sector. The failure to attract and retain qualified personnel
for Hydro One’s business could have a material adverse effect on the
Company.
Labour Relations Risk
The substantial majority of the Company’s employees are represented
by either the Power Workers’ Union or The Society of Energy
Professionals. Over the past several years, significant effort has been
expended to increase Hydro One’s flexibility to conduct operations in
a more cost efficient manner. Although the Company has achieved
improved flexibility in its collective agreements, the Company may not
be able to achieve further improvements. The Company recently
reached an agreement with the Power Workers’ Union for a renewal
collective agreement with a three-year term, covering the period from
April 1, 2015 to March 31, 2018 and an early renewal collective
agreement with The Society of Energy Professionals with a three-year
term, covering the period from April 1, 2016 to March 31, 2019.
The Company also reached a renewal collective agreement with the
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MANAGEMENT’S DISCUSSION AND ANALYSIS
Canadian Union of Skilled Workers for a three-year term, covering
the period from May 1, 2014 to April 30, 2017. Additionally, the
Electrical Power Systems Construction Association (“EPSCA”) and a
number of construction unions have reached renewal agreements, to
which Hydro One is bound, for a 5-year period covering May 1,
2015 to April 30, 2020. However, there can be no assurance that
future collective agreement renewals with these unions or that
collective agreements with the other unions with which Hydro One
has contractual relationships, will be renewed on acceptable terms.
The Company faces financial risks related to its ability to negotiate
collective agreements consistent with its rate orders. In addition, in the
event of a labour dispute, the Company could face operational risk
related to continued compliance with its license requirements of
providing service to customers. Any of these could have a material
adverse effect on the Company.
Risk Associated with Arranging Debt Financing
The Company expects to borrow to repay its existing indebtedness
and to fund a portion of capital expenditures. Hydro One Inc. has
substantial amounts of existing debt, including $500 million maturing
in 2016, $600 million maturing in 2017, and $750 million
maturing in 2018. In addition, from time to time, the Company may
draw on its syndicated bank lines and or issue short-term debt under
Hydro One Inc.’s $1.5 billion commercial paper program which
would need to be paid down. The Company also plans to incur
capital expenditures of over $1.6 billion for each of 2016 and
2017. Cash generated from operations, after the payment of
expected dividends, will not be sufficient to fund the repayment of the
Company’s existing indebtedness and capital expenditures. The
Company’s ability to arrange sufficient and cost-effective debt
financing could be materially adversely affected by numerous factors,
including the regulatory environment in Ontario, the Company’s
results of operations and financial position, market conditions, the
ratings assigned to its debt securities by credit rating agencies and
general economic conditions. A downgrade in the Company’s credit
ratings could restrict the Company’s ability to access debt capital
markets and increase the Company’s cost of debt. Any failure or
inability on the Company’s part to borrow the required amounts of
debt on satisfactory terms could impair its ability to repay maturing
debt, fund capital expenditures and meet other obligations and
requirements and, as a result, could have a material adverse effect
on the Company.
Market, Financial Instrument and Credit Risk
Market risk refers primarily to the risk of loss that 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 into account
anticipated interest rates, but is not currently exposed to material
commodity price risk or material foreign exchange risk.
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The OEB-approved adjustment formula for calculating return on equity
in a deemed regulatory capital structure of 60% debt and 40% equity
provides for increases and decreases depending on changes in
benchmark rates of return for Government of Canada debt. The
Company estimates that a 1% decrease in the forecasted long-term
Government of Canada bond yield used in determining its rate of
return would reduce the Company’s transmission business’ 2017 net
income by approximately $22 million and its distribution business’
2017 net income by approximately $14 million. The Company’s net
income is adversely impacted by rising interest rates as the
Company’s maturing debt is refinanced at market rates. The
Company periodically utilizes interest rate swap agreements to
mitigate elements of interest rate risk.
Financial assets create a risk that a counterparty will fail to discharge
an obligation, causing a financial loss. Derivative financial
instruments result in exposure to credit risk, since there is a risk of
counterparty default. Hydro One monitors and minimizes credit risk
through various techniques, including dealing with highly-rated
counterparties, limiting total exposure levels with individual
counterparties, entering into master agreements which enable net
settlement, and by monitoring the financial condition of
counterparties. The Company does not trade in any energy
derivatives. Currently, there are no significant concentrations of credit
risk with respect to any class of financial assets. The Company is
required to procure electricity on behalf of competitive retailers and
certain local distribution companies for resale to their customers. The
resulting concentrations of credit risk are mitigated through the use of
various security arrangements, including letters of credit, which are
incorporated into the Company’s service agreements with these
retailers in accordance with the OEB’s Retail Settlement Code.
The failure to properly manage these risks could have a material
adverse effect on the Company.
Risks Relating to Asset Condition and Capital
Projects
The Company continually incurs sustainment and development capital
expenditures and monitors the condition of its transmission assets to
manage the risk of equipment failures and to determine the need for
and timing of major refurbishments and replacements of its
transmission and distribution infrastructure. However the lack of real
time monitoring of distribution assets increases the risk of distribution
equipment failure. The connection of large amounts of distributed
generation on the distribution network has resulted in more equipment
operations than in the past for the Company. This increases
maintenance requirements and may accelerate the aging of the
Company’s assets.
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Execution of the Company’s capital expenditure programs,
particularly for development capital expenditures, is partially
dependent on external factors, such as environmental approvals,
municipal permits, equipment outage schedules that accommodate
the IESO, generators and transmission-connected customers, and
supply chain availability for equipment suppliers and consulting
services. There may also be a need for, among other things,
Environmental Assessment Act (Ontario) approvals, approvals which
require public meetings, appropriate engagement with First Nations
and Métis communities, OEB approvals of expropriation or early
access to property, and other activities. Obtaining approvals and
carrying out these processes may also be impacted by opposition to
the proposed site of the capital investments. Delays in obtaining
required approvals or failure to complete capital projects on a timely
basis could materially adversely affect transmission reliability or
customers’ service quality or increase maintenance costs which could
have a material adverse effect on the Company. External factors are
considered in the Company’s planning process. However, if the
Company is unable to carry out capital expenditure plans in a timely
manner, equipment performance may degrade, which may reduce
transmission capacity, compromise the reliability of the Company’s
transmission system or increase the costs of operating and
maintaining these assets. Any of these consequences could have a
material adverse effect on the Company.
Increased competition for the development of large transmission
projects and legislative changes relating to the selection of
transmitters could impact the Company’s ability to expand its existing
transmission system, which may have an adverse effect on the
Company. To the extent that other parties are selected to construct,
own and operate new transmission assets, the Company’s share of
Ontario’s transmission network would be reduced.
Health, Safety and Environmental Risk
Hydro One’s health, safety and environmental management system is
designed to ensure hazards and risks are identified and assessed,
and controls are implemented to mitigate significant risks. This system
includes a standing committee of the Board of Directors that has
governance over health, safety and environmental matters. However,
given the expansive territory that the Company’s system encompasses
and the amount of equipment that it owns, the Company cannot
guarantee that all such risks will be identified and mitigated without
significant cost and expense to the Company. The following are
some of the areas that may have a significant impact on the
Company’s operations.
The Company is subject to extensive Canadian federal, provincial
and municipal environmental regulation. Failure to comply could
subject the Company to fines or other penalties. In addition, the
presence or release of hazardous or other harmful substances could
lead to claims by third parties or governmental orders requiring the
Company to take specific actions such as investigating, controlling
and remediating the effects of these substances. Hydro One currently
has a voluntary land assessment and remediation program for off-site
migration in place to identify and, where necessary, remediate
historical contamination that has resulted from past operational
practices and uses of certain long-lasting chemicals at the Company’s
facilities. Any contamination of the Company’s properties could limit
its ability to sell or lease these assets in the future.
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In addition, actual future environmental expenditures may vary
materially from the estimates used in the calculation of the
environmental liabilities on the Company’s balance sheet. The
Company does not have insurance coverage for these environmental
expenditures.
There is also risk associated with obtaining governmental approvals,
permits, or renewals of existing approvals and permits related to
constructing or operating facilities. This may require environmental
assessment or result in the imposition of conditions, or both, which
could result in delays and cost increases.
Although Hydro One is not a large emitter of greenhouse gases, the
Company monitors all of these emissions and has a management
plan in place to track and report on all sources, including sulphur
hexafluoride or “SF6”. In addition, the Company recognizes the risks
associated with potential climate change and has developed plans to
respond as appropriate.
The Company anticipates that all of its future environmental
expenditures will continue to be recoverable in future rates. However,
any future regulatory decision to disallow or limit the recovery of such
costs could have a material adverse effect on the Company.
Pension Plan Risk
Hydro One has the Hydro One Defined Benefit Pension Plan in place
for the majority of its employees. Contributions to the pension plan
are established by actuarial valuations which are minimally required
to be filed with the Financial Services Commission of Ontario on a
triennial basis. The most recently filed valuation was prepared as at
December 31, 2013, and was filed in June 2014, covering a three
year period from 2014 to 2016. Hydro One contributed
approximately $174 million in respect of 2014, approximately
$177 million in respect of 2015, and is expected to contribute
approximately $180 million by the end of 2016 to its pension plan
to satisfy minimum funding requirements. Contributions beyond 2016
are expected to continue to be significant; actual amounts will
depend on investment returns, interest rates, changes in benefits and
actuarial assumptions, and may include additional voluntary
contributions by the Company from time to time. A determination by
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MANAGEMENT’S DISCUSSION AND ANALYSIS
the OEB that some of the Company’s pension expenditures are not
recoverable through rates could have a material adverse effect on the
Company, and this risk may be exacerbated if the amount of
required pension contributions increases.
The OEB has begun a consultation process that will examine
pensions and other post-employment benefits in regulated utilities.
See “– Other Post-Employment and Post-Retirement Benefits Risks”. The
outcome of this consultation process is uncertain and the Company is
unable to assess the impact of the potential changes stemming from
the review at this time.
Risk of Recoverability of Total Compensation
Costs
The Company manages all of its total compensation costs, including
pension and other post-employment and post-retirement benefits,
subject to restrictions and requirements imposed by the collective
bargaining process. Should any element of total compensation costs
be disallowed in whole or part by the OEB and not be recoverable
from customers in rates, the costs could be material and could lead to
changes to the Company’s results of operations and decrease net
income, which could have a material adverse effect on the
Company.
Other Post-Employment and Post-Retirement
Benefits Risks
The Company provides other post-employment and post-retirement
benefits, including workers compensation benefits and long-term
disability benefits to qualifying employees. The OEB has begun a
consultation process that will examine pensions and other post-
employment benefits in regulated utilities. The objectives of the
consultation are to develop standard principles to guide the OEB’s
review of pension and other post-employment and post-retirement
benefits costs in the future, to establish specific information
requirements for application and to establish appropriate regulatory
mechanisms for cost recovery which can be applied consistently
across the gas and electricity sectors for rate-regulated utilities. The
outcome of this consultation process is uncertain and the Company is
unable to assess the impact of the potential changes stemming from
the review at this time. A determination that some of the Company’s
post-employment and post-retirement benefit costs are not recoverable
could have a material adverse effect on the Company.
Risk Associated with Outsourcing Arrangements
Consistent with Hydro One’s strategy of reducing operating costs, it
has entered into an outsourcing arrangement with Inergi for the
provision of back office services and call centre services. If the
outsourcing arrangement or statements of work thereunder are
38 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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terminated for any reason or expire before a new supplier is selected,
the Company could be required to incur significant expenses to
transfer to another service provider or insource, which could have a
material adverse effect on the Company’s business, operating results,
financial condition or prospects.
Risk from Provincial Ownership of Transmission
Corridors
The Province owns some of the corridor lands underlying the
Company’s transmission system. Although the Company has the
statutory right to use these transmission corridors, the Company may
be limited in its options to expand or operate its systems. Also, other
uses of the transmission corridors by third parties in conjunction with
the operation of the Company’s systems may increase safety or
environmental risks, which could have a material adverse effect on
the Company.
Litigation Risks
In the normal course of the Company’s operations, it may become
involved in, be named as a party to or be the subject of, various
legal proceedings, including regulatory proceedings, tax
proceedings and legal actions, relating to actual or alleged violations
of law, common law damages claims, personal injuries, property
damage, property taxes, land rights, the environment and contract
disputes. The outcome of outstanding, pending or future proceedings
cannot be predicted with certainty and may be determined adversely
to the Company, which could have a material adverse effect on the
Company. Even if the Company prevails in any such legal
proceeding, the proceedings could be costly and time-consuming
and would divert the attention of management and key personnel
from the Company’s business operations, which could adversely
affect the Company.
Risks Relating to the Company’s Relationship
with the Province
Ownership by the Province and Voting Power;
Share Ownership Restrictions
The Province currently owns approximately 84% of the common
shares of Hydro One. The Electricity Act restricts the Province from
selling voting securities of Hydro One (including common shares) of
any class or series if it would own less than 40% of the outstanding
number of voting securities of that class or series after the sale and in
certain circumstances also requires the Province to take steps to
maintain that level of ownership. Accordingly, the Province is
expected to continue to maintain a significant ownership interest in
voting securities of Hydro One for an indefinite period.
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As a result of its significant ownership of the common shares of Hydro
One, the Province has, and is expected indefinitely to have, the
ability to determine or significantly influence the outcome of
shareholder votes, subject to the restrictions in the governance
agreement entered into between Hydro One and the Province dated
November 5, 2015 (“Governance Agreement”; available on SEDAR
at www.sedar.com). While, with respect to its ownership interest in
Hydro One, the Province has agreed to engage in the business and
affairs of Hydro One only as an investor and not as a manager, and
has stated its intention to achieve its policy objectives through
legislation and regulation as it would with respect to any other utility
operating in Ontario, the Governance Agreement preserves the
Province’s right to vote its common shares in its sole interest, which
may not be aligned with the interests of the Company’s other
shareholders.
The share ownership restrictions in the Electricity Act (“Share
Ownership Restrictions”) and the Province’s significant ownership of
common shares of Hydro One together effectively prohibit one or
more persons acting together from acquiring control of Hydro One.
They also may limit or discourage transactions involving other
fundamental changes to Hydro One and the ability of other
shareholders to successfully contest the election of the directors
proposed for election pursuant to the Governance Agreement. The
Share Ownership Restrictions may also discourage trading in, and
may limit the market for, the common shares and other voting
securities.
Continued Influence by the Province
Despite the terms of the Governance Agreement in which the Province
has agreed to engage in the business and affairs of the Company as
an investor and not as a manager, there is a risk that the Province’s
engagement in the business and affairs of the Company as an
investor will be informed by its own policy objectives and may
influence the conduct of the business and affairs of the Company in
ways that may not be aligned with the interests of other shareholders.
Nomination of Directors and Confirmation of
Chief Executive Officer and Chair
Although director nominees are required to be independent of both
the Company and the Province pursuant to the Governance
Agreement, there is a risk that the Province will nominate or confirm
individuals who satisfy the independence requirements but who it
considers are disposed to support and advance its policy objectives
and give disproportionate weight to the Province’s interests in
exercising their business judgment and balancing the interests of
the stakeholders of Hydro One. This, combined with the fact certain
matters require a two-thirds vote of the Board of Directors, could
allow the Province to unduly influence certain Board actions
such as confirmation of the Chair and confirmation of the Chief
Executive Officer.
Board Removal Rights
Under the Governance Agreement, the Province has the right to
withhold from voting in favour of all director nominees and has the
right to seek to remove and replace the entire Board of Directors,
including in each case its own director nominees but excluding the
Chief Executive Officer and, at the Province’s discretion, the Chair. In
exercising these rights in any particular circumstance, the Province is
entitled to vote in its sole interest, which may not be aligned with the
interests of other shareholders.
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More Extensive Regulation
Although under the Governance Agreement, the Province has agreed
to engage in the business and affairs of Hydro One as an investor
and not as a manager and has stated that its intention is to achieve
its policy objectives through legislation and regulation as it would
with respect to any other utility operating in Ontario, there is a risk
that the Province will exercise its legislative and regulatory power to
achieve policy objectives in a manner that has a material adverse
effect on the Company.
Prohibitions on Selling the Company’s
Transmission or Distribution Business
The Electricity Act prohibits the Company from selling all or
substantially all of the business, property or assets related to its
transmission system or distribution system that is regulated by the
OEB. There is a risk that these prohibitions may limit the ability of the
Company to engage in sale transactions involving a substantial
portion of either system, even where such a transaction may
otherwise be considered to provide substantial benefits to the
Company and the holders of the common shares.
Future Sales of Common Shares by the Province
The Province has indicated that it currently intends to sell further
common shares of Hydro One over time, until it holds approximately
40% of the common shares, subject to the selling restrictions agreed
with the Underwriters. The registration rights agreement between
Hydro One and the Province dated November 5, 2015 (available
on SEDAR at www.sedar.com) also grants the Province the right to
request that Hydro One file one or more prospectuses and take other
procedural steps to facilitate secondary offerings by the Province of
the common shares of Hydro One. Future sales of common shares of
Hydro One by the Province, or the perception that such sales could
occur, may materially adversely affect market prices for these
common shares and impede Hydro One’s ability to raise capital
through the issuance of additional common shares, including the
number of common shares that Hydro One may be able to sell at a
particular time or the total proceeds that may be realized.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 39
MANAGEMENT’S DISCUSSION AND ANALYSIS
Limitations on Enforcing the Governance
Agreement
The Governance Agreement includes commitments by the Province
restricting the exercise of its rights as a holder of voting securities,
including with respect to the maximum number of directors that the
Province may nominate and on how the Province will vote with
respect to other director nominees. Hydro One’s ability to obtain an
effective remedy against the Province, if the Province were not to
comply with these commitments, is limited as a result of the
Proceedings Against the Crown Act (Ontario). This legislation
provides that the remedies of injunction and specific performance are
not available against the Province, although a court may make an
order declaratory of the rights of the parties, which may influence the
Province’s actions. A remedy of damages would be available to
Hydro One, but damages may not be an effective remedy,
depending on the nature of the Province’s non-compliance with the
Governance Agreement.
Critical Accounting Estimates
The preparation of Hydro One Consolidated Financial Statements
requires the Company to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and costs, and
related disclosures of contingencies. Hydro One bases its estimates
and judgments on historical experience, current conditions and
various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities, as well
as identifying and assessing the Company’s accounting treatment
with respect to commitments and contingencies. Actual results may
differ from these estimates and judgments. Hydro One has identified
the following critical accounting estimates used in the preparation of
its Consolidated Financial Statements:
Revenues
Distribution revenues are recognized on an accrual basis and include
billed and unbilled revenues. Unbilled revenues are based on an
estimate of electricity delivered determined by historical trends of
consumption and are estimated at the end of each month. The
unbilled revenue estimate is affected by energy consumption,
weather, and changes in the composition of customer classes.
Accounts Receivable and Allowance for
Doubtful Accounts
In 2015, the Company revised its method to estimate the unbilled
accounts receivable based on new technology implemented to
enhance the estimation process. This change has been accounted for
on a prospective basis in the consolidated financial statements at
40 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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December 31, 2015. At December 31, 2015, the change in
estimate reduced unbilled accounts receivable by approximately
$121 million, with a corresponding offset to various components of
the retail settlement variance accounts (RSVA) regulatory asset. The
change in estimate had no impact on 2015 revenues or net income.
The allowance for doubtful accounts reflects the Company’s best
estimate of losses on billed accounts receivable balances. The
Company estimates the allowance for doubtful accounts on customer
receivables by applying internally developed loss rates to the
outstanding receivable balances by aging category. Loss rates
applied to the accounts receivable balances are based on historical
overdue balances, customer payments and write-offs.
Regulatory Assets and Liabilities
Hydro One’s regulatory assets represent certain amounts receivable
from future electricity customers and costs that have been deferred for
accounting purposes because it is probable that they will be
recovered in future rates. The regulatory assets mainly include costs
related to the pension benefit liability, deferred income tax liabilities,
post-retirement and post-employment benefit liability, share-based
compensation costs, and environmental liabilities. The Company’s
regulatory liabilities represent certain amounts that are refundable to
future electricity customers, and pertain primarily to OEB deferral and
variance accounts. The regulatory assets and liabilities can be
recognized for rate-setting and financial reporting purposes only if the
amounts have been approved for inclusion in the electricity rates by
the OEB, or if such approval is judged to be probable by
management. If management judges that it is no longer probable that
the OEB will allow the inclusion of a regulatory asset or liability in
future electricity rates, the applicable carrying amount of the
regulatory asset or liability will be reflected in results of operations in
the period that the judgment is made by management.
Environmental Liabilities
Hydro One records a liability for the estimated future expenditures
associated with the removal and destruction of PCB-contaminated
insulating oils and related electrical equipment, and for the
assessment and remediation of chemically-contaminated lands. There
are uncertainties in estimating future environmental costs due to
potential external events such as changes in legislation or regulations
and advances in remediation technologies. In determining the
amounts to be recorded as environmental liabilities, the Company
estimates the current cost of completing required work and makes
assumptions as to when the future expenditures will actually be
incurred, in order to generate future cash flow information. All factors
used in estimating the Company’s environmental liabilities represent
management’s best estimates of the present value of costs required to
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meet existing legislation or regulations. However, it is reasonably
possible that numbers or volumes of contaminated assets, cost
estimates to perform work, inflation assumptions and the assumed
pattern of annual cash flows may differ significantly from the
Company’s current assumptions. Environmental liabilities are
reviewed annually or more frequently if significant changes in
regulations or other relevant factors occur. Estimate changes are
accounted for prospectively.
Employee Future Benefits
Hydro One’s employee future benefits consist of pension and post-
retirement and post-employment plans, and include pension, group
life insurance, health care, and long-term disability benefits provided
to the Company’s current and retired employees. Employee future
benefits costs are included in Hydro One’s labour costs that are either
charged to results of operations or capitalized as part of the cost of
property, plant and equipment and intangible assets. Changes in
assumptions affect the benefit obligation of the employee future
benefits and the amounts that will be charged to results of operations
or capitalized in future years. The following significant assumptions
and estimates are used to determine employee future benefit costs
and obligations:
Weighted Average Discount Rate
The weighted average discount rate used to calculate the employee
future benefits obligation is determined at each year end by referring
to the most recently available market interest rates based on “AA”
rated corporate bond yields reflecting the duration of the applicable
employee future benefit plan. The discount rate at December 31,
2015 remained at 4.00% for pension benefits whereas it increased
to 4.10% (from 4.00% used at December 31, 2014) for the post-
retirement and post-employment plans. The increase in the discount
rate has resulted in a corresponding decrease in employee future
benefits liabilities for the post-retirement and post-employment plans
for accounting purposes. The liabilities are determined by
independent actuaries using the projected benefit method prorated on
service and based on assumptions that reflect management’s best
estimates.
Expected Rate of Return on Plan Assets
The expected rate of return on pension plan assets is based on
expectations of long-term rates of return at the beginning of the year
and reflects a pension asset mix consistent with the pension plan’s
current investment policy.
Rates of return on the respective portfolios are determined with
reference to respective published market indices. The expected rate
of return on pension plan assets reflects the Company’s long-term
expectations. We believe that this assumption is reasonable because,
with the pension plan’s balanced investment approach, the higher
volatility of equity investment returns is intended to be offset by the
greater stability of fixed-income and short-term investment returns. The
net result, on a long-term basis, is a lower return than might be
expected by investing in equities alone. In the short term, the pension
plan can experience fluctuations in actual rates of return.
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Rate of Cost of Living Increase
The rate of cost of living increase is determined by considering
differences between long-term Government of Canada nominal
bonds and real return bonds, which decreased from 1.70% per
annum as at December 31, 2014 to approximately 1.50% per
annum as at December 31, 2015. Given the Bank of Canada’s
commitment to keep long-term inflation between 1.00% and 3.00%,
management believes that the current rate is reasonable to use as a
long-term assumption and as such, has used a 2.0% per annum
inflation rate for employee future benefits liability valuation purposes
as at December 31, 2015.
Mortality Assumptions
The Company’s employee future benefits liability is also impacted by
changes in life expectancies used in mortality assumptions. Increases
in life expectancies of plan members result in increases in the
employee future benefits liability. The mortality assumption at
December 31, 2015 is based on the final tables issued by the
Canadian Institute of Actuaries (for public sector, with projection scale
CPM-B and no adjustment due to pension size). This is the same
assumption as was used as of December 31, 2014.
Rate of Increase in Health Care Cost Trends
The costs of post-retirement and post-employment benefits are
determined at the beginning of the year and are based on
assumptions for expected claims experience and future health care
cost inflation. A 1% increase in the health care cost trends would
result in a $22 million increase in 2015 interest cost plus service
cost, and a $252 million increase in the year-end 2015 benefit
liability.
Asset Impairment
Within Hydro One’s regulated businesses, the carrying costs of most
of the long-lived assets are included in the rate base where they earn
an OEB-approved rate of return. Asset carrying values and the related
return are recovered through OEB-approved rates. As a result, such
assets are only tested for impairment in the event that the OEB
disallows recovery, in whole or in part, or if such a disallowance is
judged to be probable. We regularly monitor the assets of the
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 41
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Company’s unregulated Hydro One Telecom subsidiary for
indications of impairment. As at December 31, 2015, no asset
impairment had been recorded for assets within Hydro One’s
regulated or unregulated businesses.
legal entities. This update is applicable to Hydro One for the years
and interim periods beginning on January 1, 2016. The Company
does not anticipate that the adoption of this update will have a
significant impact on its consolidated financial statements.
Goodwill is evaluated for impairment on an annual basis, or more
frequently if circumstances require. Hydro One has concluded that
goodwill was not impaired at December 31, 2015. Goodwill
represents the cost of acquired local distribution companies that is in
excess of the fair value of the net identifiable assets acquired at the
acquisition date.
Disclosure Controls And Internal Controls
Over Financial Reporting
Internal controls have been documented and tested for adequacy and
effectiveness, and continue to be refined over all business processes.
In compliance with the requirements of National Instrument 52-109,
the Company’s Certifying Officers have reviewed and certified the
Consolidated Financial Statements for the year ended December 31,
2015, together with other financial information included in the
Company’s securities filings. The Certifying Officers have also
certified that disclosure controls and procedures (DC&P) have been
designed to provide reasonable assurance that material information
relating to the Company is made known within the Company. Further,
the Certifying Officers have certified that internal controls over
financial reporting (ICFR) have been designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of the Consolidated Financial Statements. Based on the
evaluation of the design and operating effectiveness of the
Company’s DC&P and ICFR, the Certifying Officers concluded that
the Company’s DC&P and ICFR were effective as at December 31,
2015.
New Accounting Pronouncements
In January 2015, the Financial Accounting Standards Board (FASB)
issued an accounting standards update that eliminates the
requirements for reporting entities to consider whether an underlying
event or transaction is extraordinary and to show the item separately
in the income statement. This update is applicable to Hydro One for
the years and interim periods beginning on January 1, 2016. The
Company does not anticipate that the adoption of this update will
have a significant impact on its consolidated financial statements.
In February 2015, the FASB issued an accounting standards update
that provides guidance about the analysis that a reporting entity must
perform to determine whether it should consolidate certain types of
42 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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In April 2015, the FASB issued an accounting standards update that
requires debt issuance costs related to a recognized debt liability to
be presented on the balance sheet as a direct deduction from the
carrying amount of that debt liability. The recognition and
measurement guidance for debt issuance costs are not affected. This
update is applicable to Hydro One for the years and interim periods
beginning on January 1, 2016. Upon adoption of this update in the
first quarter of 2016, the Company’s deferred debt issuance costs
that are currently presented under other long-term assets will be
reclassified as a deduction from the carrying amount of long-term
debt.
In April 2015, the FASB issued an accounting standards update that
permits an entity with a fiscal year-end that does not coincide with a
month-end and an entity that has a significant event in an interim
period that calls for a remeasurement of defined benefit plan assets
and obligations to measure the defined benefit plan assets and
obligations using the month-end that is closest to the entity’s fiscal
year-end. This update is applicable to Hydro One for the years and
interim periods beginning on January 1, 2016. The Company does
not anticipate that the adoption of this update will have a significant
impact on its consolidated financial statements.
In April 2015, the FASB issued an accounting standards update that
provides guidance to customers about whether a cloud computing
arrangement includes a software license, as well as the related
accounting for the arrangement. This update is applicable to Hydro
One for the years and interim periods beginning on January 1,
2016. The Company is currently assessing the impact of adoption of
this update on its consolidated financial statements.
In August 2015, the FASB issued an accounting standards update
that defers by one year the effective date of a revenue recognition
standard issued in 2014 to January 1, 2018. The standard provides
guidance on revenue recognition that depicts the transfer of promised
goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange
for those goods and services. The Company is currently assessing the
impact of adoption of this update on its consolidated financial
statements.
In September 2015, the FASB issued an accounting standards
update that requires an acquirer to recognize adjustments to
provisional amounts that are identified during the measurement period
of a business combination in the reporting period in which the
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adjustment amounts are determined. This update is applicable to
Hydro One for the years and interim periods beginning on January 1,
2016 for measurement adjustments related to business combinations.
In November 2015, the FASB issued an accounting standards
update that requires all deferred tax assets and liabilities to be
classified as noncurrent on the balance sheet. This update is
applicable to Hydro One for the years and interim periods beginning
on January 1, 2017. Upon adoption of this update in the first quarter
of 2017, the current portions of the Company’s deferred income tax
assets and liabilities will be reclassified as long-term assets and
liabilities on the consolidated Balance Sheets.
In January 2016, the FASB issued an accounting standards update
that requires equity investments to be measured at fair value with
changes in fair value recognized in net income, and requires
enhanced disclosures and presentation of financial assets and
liabilities in the financial statements. This update also simplifies the
impairment assessment of equity investments without readily
determinable fair values by requiring a qualitative assessment to
identify impairment. This update is applicable to Hydro One for the
years and interim periods beginning on January 1, 2018. The
Company is currently assessing the impact of adoption of this update
on its consolidated financial statements.
Other Matters
Appointment of New Board of Directors
In 2015, the Province appointed a fully independent Board of
Directors to govern Hydro One as a publicly traded company, with a
renewed focus on customer service excellence, improved
performance and reliability, and growing shareholder value. Each of
the directors, including Canadian business leaders, electricity sector
experts, corporate directors and a former provincial Ombudsman,
was selected based upon their independence, commercial
experience, and specific expertise.
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Appointment of President and Chief Executive
Officer
In August 2015, the Company’s Board of Directors announced the
appointment of Mayo Schmidt as Hydro One’s new President and
Chief Executive Officer, effective September 3, 2015. Mr. Schmidt
was most recently the Chief Executive Officer of Viterra Inc.
Appointment of Chief Financial Officer
In June 2015, Mr. Michael Vels was appointed to the position of
Chief Financial Officer of Hydro One, effective July 1, 2015.
Mr. Vels was most recently the Chief Financial Officer at Maple Leaf
Foods Inc.
Appointment of Hydro One Ombudsman
In October 2015, the Hydro One Board of Directors announced
the appointment of Fiona Crean to the role of Ombudsman for
Hydro One, effective November 17, 2015. Ms. Crean most recently
served as the City of Toronto’s Ombudsman, and has worked in the
area of dispute resolution and complaints investigation for more than
25 years. Ms. Crean will report directly to the Hydro One Board of
Directors.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 43
MANAGEMENT’S DISCUSSION AND ANALYSIS
Summary of Fourth Quarter Results of Operations
Quarter ended December 31
(millions of Canadian dollars, except per share amounts)
2015
2014
Change
Revenues
Distribution
Transmission
Other
Costs
Purchased power
OM&A
Distribution
Transmission
Other
Depreciation and amortization
Income before financing charges and income taxes
Financing charges
Income before income taxes
Income tax expense
Net income
Net income attributable to common shareholders of Hydro One
1,148
361
13
1,522
786
146
128
27
301
193
1,280
242
94
148
1
147
143
1,268
382
12
1,662
893
148
86
13
247
190
1,330
332
98
234
15
219
216
(9.5%)
(5.5%)
8.3%
(8.4%)
(12.0%)
(1.4%)
48.8%
107.7%
21.9%
1.6%
(3.8%)
(27.1%)
(4.1%)
(36.8%)
(93.3%)
(32.9%)
(33.8%)
Basic and diluted EPS
$ 0.26
$ 0.45
(42.2%)
Capital investments
Distribution
Transmission
Other
198
251
2
451
211
265
2
478
(6.2%)
(5.3%)
–
(5.6%)
Net Income and EPS
The changes to net income and EPS were primarily due to the
following:
• Milder weather resulted in a decrease in transmission revenues,
mainly due to lower average monthly Ontario 60-minute peak
demand, and lower net distribution revenues; and
• Although expenses related to stabilization of the Company’s
customer information system were significantly lower than last year,
OM&A costs increased from last year, primarily due to:
O expenses related to write-offs of project and inventory costs
due to revisions of asset replacement strategies;
O higher storm restoration efforts due to multiple windstorms in
the fourth quarter of 2015;
O
O
timing of preventative maintenance on grid infrastructure;
insurance proceeds receipts in 2014 that did not re-occur in
2015; and
O expenditures related to integration of acquired local
distribution companies.
Income tax expense for the quarter was reduced by an income tax
recovery of $19 million due to tax benefits related to the IPO.
44 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Excluding this effect, the fourth quarter 2015 effective tax rate would
have been approximately 13.8% compared to the fourth quarter
2014 effective tax rate of approximately 6.6%.
to place new assets in-service, consistent with its multi-year capital
investment program.
Revenues
The quarterly decrease of $21 million or 5.5% in transmission
revenues was primarily due to lower average monthly Ontario
60-minute peak demand associated with unseasonably warm
weather during the fourth quarter of 2015.
The quarterly decrease of $120 million or 9.5% in distribution
revenues was primarily due to lower purchased power costs, the spin-
off of Hydro One Brampton, and lower consumption due primarily to
milder weather, partially offset by higher OEB-approved distribution
rates.
OM&A Costs
The quarterly increase of $42 million or 48.8% in transmission
OM&A costs was primarily due to the following:
• expenses related to write-offs of project and inventory costs due to
revisions of asset replacement strategies;
• higher volumes of preventative and corrective station maintenance
on power equipment;
• insurance proceeds received in the fourth quarter of 2014 related
to 2013 floods at the Company’s Richview and Manby
transformer stations which were recorded as a reduction in 2014
OM&A costs;
• higher expenditures during 2015 related to work required to
adhere to the NERC Cyber Security standards; and
• increased expenditures related to forestry control and line clearing
on the Company’s transmission rights-of-way.
The decrease of $2 million or 1.4% in distribution OM&A costs
during the fourth quarter of 2015 was primarily due to the following:
• a decrease in bad debt expense and lower expenditures related
to remediation of the Company’s customer information system; and
• decreased vegetation management expenditures relating to
distribution line clearing and forestry control; partially offset by
• increased costs associated with responding to power quality-
related issues and outages as a result of multiple wind storms
which occurred during the fourth quarter of 2015.
Depreciation and Amortization
The increase of $3 million or 1.6% in depreciation and amortization
costs during the fourth quarter of 2015 compared to last year was
mainly due to the growth in capital assets as the Company continues
Income Taxes
The decrease of $14 million in income tax expense for the fourth
quarter of 2015 compared to 2014 was due to lower income
before taxes, in addition to the positive effect of an income tax
recovery associated with the step-up of the tax basis of the assets of
Hydro One Inc. and its subsidiaries to fair market value in excess of
the Departure Tax incurred when Hydro One exited the PILs Regime.
For the fourth quarter of 2015, the Company realized an effective tax
rate of approximately 0.7%, compared to approximately 6.6%
realized for the fourth quarter of 2014. The difference in the effective
tax rates is due primarily to the income tax recovery on the
revaluation of the assets of Hydro One on exiting the PILs Regime,
partially offset by a decrease in accelerated capital cost allowance
over depreciation recognized in 2014 for certain classes of assets.
Capital Investments
During the fourth quarter of 2015, the Company made capital
investments totalling $451 million and placed $607 million of new
assets in-service. Capital investments in the transmission system during
the fourth quarter included equipment replacements at the Bruce,
Richview and Pickering Transmission Stations, and continued work on
the Company’s major inter-area network and local area supply
projects, including the Clarington Transmission Station and Guelph
Area Transmission Refurbishment projects.
Capital investments in the distribution system during the fourth quarter
included capital work related to station refurbishment programs and
wood utility pole replacements, continued investments in new
customer connections and upgrades, and increased storm restoration
work as a result of two significant wind storms during the fourth
quarter of 2015.
Forward-looking Statements And
Information
The Company’s oral and written public communications, including
this document, often contain forward-looking statements that are
based on current expectations, estimates, forecasts and projections
about the Company’s business and the industry in which it operates,
and include beliefs and assumptions made by the management of the
Company. Such statements include, but are not limited to:
expectations regarding energy-related revenues and profit and their
trend; statements regarding the Company’s transmission and
distribution rates resulting from rate applications; statements about
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 45
MANAGEMENT’S DISCUSSION AND ANALYSIS
CDM; statements regarding the Company’s liquidity and capital
resources and operational requirements; statements about the standby
credit facilities; expectations regarding the Company’s financing
activities; statements regarding the Company’s maturing debt;
statements regarding ongoing and planned projects and/or initiatives
including the expected results of these projects and/or initiatives and
their completion dates; expectations regarding the recoverability of
large capital investments; statements regarding expected future
capital and development investments, the timing of these expenditures
and the Company’s investment plans; statements regarding
contractual obligations and other commercial commitments;
statements related to the OEB; statements regarding future pension
contributions, the pension plan and actuarial valuation; expectations
related to workforce demographics; statements about the outsourcing
arrangements with Inergi and Brookfield; expectations regarding
work and costs of compliance with environmental and health and
safety regulations; statements related to critical accounting estimates,
including employee future benefits and expectations regarding
regulatory assets and liabilities; statements about non-GAAP
measures; statements regarding recent accounting-related guidance;
statements about internal controls; expectations about effect of interest
rates; statements related to Hydro One Brampton; statements about
collective agreements; expectations regarding taxes; statements
related to future sales of shares of Hydro One; statements related to
the Company’s relationship with the Province; statements about share-
based compensation; statements related to claims; statements
regarding the role of Hydro One’s Ombudsman; and statements
related to the Company’s acquisitions and integrations, including
statements about Great Lakes Power Transmission LP, Woodstock
Hydro, Haldimand Hydro, and Norfolk Power. Words such as
“expect”, “anticipate”, “intend”, “attempt”, “may”, “plan”, “will”,
“believe”, “seek”, “estimate”, “goal”, “aim”, “target”, and variations
of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and involve assumptions and risks and
uncertainties that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed, implied or
forecasted in such forward-looking statements. Hydro One does not
intend, and it disclaims any obligation, to update any forward-
looking statements, except as required by law.
These forward-looking statements are based on a variety of factors
and assumptions including, but not limited to, the following: no
unforeseen changes in the legislative and operating framework for
Ontario’s electricity market; favourable decisions from the OEB and
other regulatory bodies concerning outstanding and future rate and
other applications; no unexpected delays in obtaining the required
approvals; no unforeseen changes in rate orders or rate setting
methodologies for the Company’s Distribution and Transmission
Businesses; continued use of US GAAP; a stable regulatory
46 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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environment; no unfavourable changes in environmental regulation;
and no significant event occurring outside the ordinary course of
business. These assumptions are based on information currently
available to the Company, including information obtained from third
party sources. Actual results may differ materially from those predicted
by such forward-looking statements. While Hydro One does not
know what impact any of these differences may have, the
Company’s business, results of operations, financial condition and
credit stability may be materially adversely affected. Factors that
could cause actual results or outcomes to differ materially from the
results expressed or implied by forward-looking statements include,
among other things:
• risks associated with the Province’s significant share ownership of
Hydro One and other relationships with the Province, including
potential conflicts of interest that may arise between Hydro One,
the Province and related parties;
• regulatory risks and risks relating to Hydro One’s revenues,
including risks relating to rate orders, actual performance against
forecasts and capital expenditures;
• the risk that previously granted regulatory approvals may be
subsequently challenged, appealed or overturned;
• the risk that the Company may be unable to comply with
regulatory and legislative requirements or that the Company may
incur additional costs for compliance that are not recoverable
through rates;
• the risk of exposure of the Company’s facilities to the effects of
severe weather conditions, natural disasters or other unexpected
occurrences for which the Company is uninsured or for which the
Company could be subject to claims for damage;
• public opposition to and delays or denials of the requisite
approvals and accommodations for the Company’s planned
projects;
• the risk that Hydro One may incur significant costs associated with
transferring assets located on Reserves (as defined in the Indian
Act (Canada));
• the risks associated with information system security and with
maintaining a complex information technology system
infrastructure;
• the risks related to the Company’s workforce demographic and its
potential inability to attract and retain qualified personnel;
• the risk of labour disputes and inability to negotiate appropriate
collective agreements on acceptable terms consistent with the
Company’s rate decisions;
• risk that the Company is not able to arrange sufficient cost-effective
financing to repay maturing debt and to fund capital expenditures;
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• risks associated with fluctuations in interest rates and failure to
• the risks associated with economic uncertainty and financial
manage exposure to credit risk;
market volatility;
• the risk that the Company may not be able to execute plans for
capital projects necessary to maintain the performance of the
Company’s assets or to carry out projects in a timely manner;
• the risk of non-compliance with environmental regulations or failure
to mitigate significant health and safety risks and inability to
recover environmental expenditures in rate applications;
• the risk that assumptions that form the basis of the Company’s
recorded environmental liabilities and related regulatory assets
may change;
• changes in benefits and changes in actuarial assumptions;
• the risk of not being able to recover the Company’s pension
expenditures in future rates and uncertainty regarding the future
regulatory treatment of pension, other post-employment benefits
and post-retirement benefits costs;
• the potential that Hydro One may incur significant expenses to
replace some or all of the functions currently outsourced if either of
the Company’s agreements with Inergi or Brookfield are
terminated or expire before a new service provider is selected;
• the inability to prepare financial statements using US GAAP; and
• the impact of the ownership by the Province of lands underlying
the Company’s transmission system.
Hydro One cautions the reader that the above list of factors is not
exhaustive. Some of these and other factors are discussed in more
detail in the section “Risk Management and Risk Factors” in this
MD&A.
In addition, Hydro One cautions the reader that information provided
in this MD&A regarding the Company’s outlook on certain matters,
including potential future expenditures, is provided in order to give
context to the nature of some of the Company’s future plans and may
not be appropriate for other purposes.
Additional information about Hydro One is available on SEDAR at
www.sedar.com.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 47
Management’s Report
The Consolidated Financial Statements, Management’s Discussion
and Analysis (MD&A) and related financial information have been
prepared by the management of Hydro One Limited (Hydro One or
the Company). Management is responsible for the integrity,
consistency and reliability of all such information presented. The
Consolidated Financial Statements have been prepared in
accordance with United States Generally Accepted Accounting
Principles and applicable securities legislation. The MD&A has been
prepared in accordance with National Instrument 51-102.
The preparation of the Consolidated Financial Statements and
information in the MD&A involves the use of estimates and
assumptions based on management’s judgment, particularly when
transactions affecting the current accounting period cannot be
finalized with certainty until future periods. Estimates and assumptions
are based on historical experience, current conditions and various
other assumptions believed to be reasonable in the circumstances,
with critical analysis of the significant accounting policies followed by
the Company as described in Note 2 to the Consolidated Financial
Statements. The preparation of the Consolidated Financial Statements
and the MD&A includes information regarding the estimated impact
of future events and transactions. The MD&A also includes information
regarding sources of liquidity and capital resources, operating trends,
risks and uncertainties. Actual results in the future may differ materially
from the present assessment of this information because future events
and circumstances may not occur as expected. The Consolidated
Financial Statements and MD&A have been properly prepared within
reasonable limits of materiality and in light of information up to
February 11, 2016.
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. In
meeting its responsibility for the reliability of financial information,
management maintains and relies on a comprehensive system of
internal control and internal audit. The system of internal control
includes a written corporate conduct policy; implementation of a risk
management framework; effective segregation of duties and
delegation of authorities; and sound and conservative accounting
policies that are regularly reviewed. This structure is designed to
provide reasonable assurance that assets are safeguarded and that
reliable information is available on a timely basis. In addition,
management has assessed the design and operating effectiveness of
the Company’s internal control over financial reporting in accordance
with the criteria set forth in Internal Control – Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management
concluded that the Company maintained effective internal control
over financial reporting as of December 31, 2015. The effectiveness
of these internal controls is reported to the Audit Committee of the
Hydro One Board of Directors, as required.
The Consolidated Financial Statements have been audited by
KPMG LLP, independent external auditors appointed by the
shareholders of the Company. The external auditors’ responsibility is
to express their opinion on whether the Consolidated Financial
Statements are fairly presented in accordance with United States
Generally Accepted Accounting Principles. The Independent Auditors’
Report outlines the scope of their examination and their opinion.
The Hydro One Board of Directors, through its Audit Committee, is
responsible for ensuring that management fulfills its responsibilities for
financial reporting and internal controls. The Audit Committee of
Hydro One met periodically with management, the internal auditors
and the external auditors to satisfy itself that each group had properly
discharged its respective responsibility and to review the
Consolidated Financial Statements before recommending approval
by the Board of Directors. The external auditors had direct and full
access to the Audit Committee, with and without the presence of
management, to discuss their audit findings.
The President and Chief Executive Officer and the Chief Financial
Officer have certified Hydro One’s annual Consolidated Financial
Statements and annual MD&A, related disclosure controls and
procedures and the design and effectiveness of related internal
controls over financial reporting.
On behalf of Hydro One’s management:
Mayo Schmidt
President and Chief
Executive Officer
Michael Vels
Chief Financial Officer
48 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Independent Auditors’ Report
To the Shareholders of Hydro One Limited
We have audited the accompanying Consolidated Financial
Statements of Hydro One Limited, which comprise the
consolidated balance sheets as at December 31, 2015 and
December 31, 2014, the consolidated statements of operations and
comprehensive income, changes in equity and cash flows for the
years then ended, and notes, comprising a summary of significant
accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation
of these Consolidated Financial Statements in accordance with
United States Generally Accepted Accounting Principles, and for such
internal control as management determines is necessary to enable the
preparation of Consolidated Financial Statements that are free from
material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these Consolidated
Financial Statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing
standards. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the Consolidated Financial Statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the Consolidated Financial
Statements. The procedures selected depend on our judgment,
including the assessment of the risks of material misstatement of the
Consolidated Financial Statements, whether due to fraud or error. In
making those risk assessments, we consider internal control relevant to
the entity’s preparation and fair presentation of the Consolidated
Financial Statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall
presentation of the Consolidated Financial Statements.
We believe that the audit evidence we have obtained in our audits is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Consolidated Financial Statements present fairly,
in all material respects, the consolidated financial position of Hydro
One Limited as at December 31, 2015 and December 31, 2014,
and its consolidated results of operations and its consolidated cash
flows for the years then ended in accordance with United States
Generally Accepted Accounting Principles.
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
February 11, 2016
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 49
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations
and Comprehensive Income
For the years ended December 31, 2015 and 2014
Year ended December 31 (millions of Canadian dollars, except per share amounts)
Revenues
Distribution (includes $159 related party revenues; 2014 – $159) (Note 23)
Transmission (includes $1,554 related party revenues; 2014 – $1,567) (Note 23)
Other
Costs
Purchased power (includes $2,335 related party costs; 2014 – $2,633) (Note 23)
Operation, maintenance and administration (Note 23)
Depreciation and amortization (Note 5)
Income before financing charges and income taxes
Financing charges (Note 6)
Income before income taxes
Income taxes (Notes 7, 23)
Net income
Other comprehensive income
Comprehensive income
Net income attributable to:
Noncontrolling interest (Note 22)
Preferred shareholders
Common shareholders
Comprehensive income attributable to:
Noncontrolling interest (Note 22)
Preferred shareholders
Common shareholders
Earnings per common share (Note 20)
Basic
Diluted
2015
2014
4,949
1,536
53
6,538
3,450
1,135
759
5,344
1,194
376
818
105
713
1
714
10
13
690
713
10
13
691
714
4,903
1,588
57
6,548
3,419
1,192
722
5,333
1,215
379
836
89
747
–
747
(2)
18
731
747
(2)
18
731
747
$ 1.39
$ 1.39
$ 1.53
$ 1.53
Dividends per common share declared (Note 19)
$ 1.83
$ 0.56
See accompanying notes to Consolidated Financial Statements.
50 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Consolidated Balance Sheets
At December 31, 2015 and 2014
December 31 (millions of Canadian dollars)
Assets
Current assets:
Cash and cash equivalents (Note 13)
Accounts receivable (net of allowance for doubtful accounts – $61; 2014 – $66) (Note 8)
Due from related parties (Note 23)
Regulatory assets (Note 11)
Materials and supplies
Deferred income tax assets (Note 7)
Derivative instruments (Note 13)
Prepaid expenses and other assets
Property, plant and equipment (Note 9):
Property, plant and equipment in service
Less: accumulated depreciation
Construction in progress
Future use land, components and spares
Other long-term assets:
Regulatory assets (Note 11)
Deferred income tax assets (Note 7)
Intangible assets (net of accumulated amortization – $274; 2014 – $305) (Note 10)
Goodwill (Note 4)
Deferred debt issuance costs
Derivative instruments (Note 13)
Other
2015
2014
94
776
191
36
21
19
–
29
1,166
26,070
9,414
16,656
1,155
157
17,968
3,015
1,636
336
163
34
1
9
5,194
S
T
A
T
E
M
E
N
T
S
100
1,016
224
31
23
19
2
35
1,450
25,356
9,134
16,222
1,025
154
17,401
3,200
7
276
173
36
–
7
3,699
Total assets
24,328
22,550
See accompanying notes to Consolidated Financial Statements.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 51
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Consolidated Balance Sheets (continued)
At December 31, 2015 and 2014
December 31 (millions of Canadian dollars, except number of shares)
2015
2014
Liabilities
Current liabilities:
Bank indebtedness (Note 13)
Short-term notes payable (Notes 12, 13)
Accounts payable
Accrued liabilities (Notes 15, 16)
Due to related parties (Note 23)
Accrued interest
Regulatory liabilities (Note 11)
Derivative instruments (Note 13)
Long-term debt payable within one year (includes $nil measured at fair value; 2014 – $252) (Notes 12, 13)
Long-term debt (includes $51 measured at fair value; 2014 – $nil) (Notes 12, 13)
Other long-term liabilities:
Post-retirement and post-employment benefit liability (Note 15)
Pension benefit liability (Note 15)
Regulatory liabilities (Note 11)
Deferred income tax liabilities (Note 7)
Environmental liabilities (Note 16)
Net unamortized debt premiums
Asset retirement obligations (Note 17)
Long-term accounts payable and other liabilities
–
1,491
155
598
138
96
19
–
500
2,997
8,224
1,560
952
236
207
185
17
9
17
3,183
2
–
173
611
227
100
47
3
552
1,715
8,373
1,533
1,236
168
1,313
221
18
9
17
4,515
Total liabilities
14,404
14,603
Contingencies and Commitments (Notes 25, 26)
Subsequent Events (Note 28)
Preferred shares (Notes 18, 19)
Noncontrolling interest subject to redemption (Note 22)
Equity
Common shares (Notes 18, 19)
Preferred shares (Notes 18, 19)
Additional paid-in capital (Note 21)
Retained earnings
Accumulated other comprehensive loss
Total Hydro One shareholders’ equity
Noncontrolling interest (Note 22)
Total equity
See accompanying notes to Consolidated Financial Statements.
On behalf of the Board of Directors:
David Denison
Chair
Philip Orsino
Chair, Audit Committee
52 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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–
23
5,623
418
10
3,806
(8)
9,849
52
9,901
323
21
3,314
–
–
4,249
(9)
7,554
49
7,603
24,328
22,550
Consolidated Statements of Changes in Equity
For the years ended December 31, 2015 and 2014
Year ended December 31, 2015
(millions of Canadian dollars)
Common
Shares
Preferred
Shares
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Hydro One
Shareholders’
Equity
Non-
controlling
Interest
(Note 22)
January 1, 2015
Net income
Other comprehensive income
Distributions to noncontrolling interest
Dividends on preferred shares
Dividends on common shares
Hydro One Brampton spin-off (Note 4)
Pre-IPO Transactions (Notes 1, 18)
Stock-based compensation (Note 21)
December 31, 2015
3,314
–
–
–
–
–
(196)
2,505
–
5,623
–
–
–
–
–
–
–
418
–
418
–
–
–
–
–
–
–
–
10
10
4,249
703
–
–
(13)
(875)
(258)
–
–
3,806
(9)
–
1
–
–
–
–
–
–
(8)
7,554
703
1
–
(13)
(875)
(454)
2,923
10
9,849
Total
Equity
7,603
710
1
(4)
(13)
(875)
(454)
2,923
10
49
7
–
(4)
–
–
–
–
–
52
9,901
Year ended December 31, 2014
(millions of Canadian dollars)
Common
Shares
Preferred
Shares
January 1, 2014
Net income
Other comprehensive income
Amount contributed by noncontrolling interest
Dividends on preferred shares
Dividends on common shares
December 31, 2014
3,314
–
–
–
–
–
3,314
–
–
–
–
–
–
–
See accompanying notes to Consolidated Financial Statements.
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Hydro One
Shareholders’
Equity
Non-
controlling
Interest
(Note 22)
–
–
–
–
–
–
–
3,787
749
–
–
(18)
(269)
4,249
(9)
–
–
–
–
–
(9)
7,092
749
–
–
(18)
(269)
7,554
–
(1)
–
50
–
–
49
Total
Equity
7,092
748
–
50
(18)
(269)
7,603
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 53
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Consolidated Statements of Cash Flows
For the years ended December 31, 2015 and 2014
Year ended December 31 (millions of Canadian dollars)
Operating activities
Net income
Environmental expenditures
Adjustments for non-cash items:
Depreciation and amortization (excluding removal costs)
Regulatory assets and liabilities
Deferred income taxes (Note 7)
Other
Changes in non-cash balances related to operations (Note 24)
Net cash from (used in) operating activities
Financing activities
Long-term debt issued
Long-term debt retired
Short-term notes issued
Common shares issued
Dividends paid
Amount contributed by noncontrolling interest (Note 22)
Distributions paid to noncontrolling interest
Change in bank indebtedness
Other
Net cash from (used in) financing activities
Investing activities
Capital expenditures (Note 24)
Property, plant and equipment
Intangible assets
Capital contributions received (Note 24)
Acquisition of Haldimand Hydro (Note 4)
Acquisition of Woodstock Hydro (Note 4)
Investment in Hydro One Brampton (Note 4)
Acquisition of Norfolk Power (Note 4)
Proceeds from investment
Other
Net cash used in investing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
See accompanying notes to Consolidated Financial Statements.
54 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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2015
2014
713
(19)
668
(3)
(2,844)
24
208
(1,253)
350
(585)
1,491
2,600
(888)
–
(5)
(2)
(7)
2,954
(1,595)
(37)
62
(66)
(24)
(53)
–
–
6
(1,707)
(6)
100
94
747
(18)
641
(69)
10
–
(55)
1,256
628
(776)
–
–
(287)
72
–
(29)
(3)
(395)
(1,481)
(23)
–
–
–
–
(66)
250
(6)
(1,326)
(465)
565
100
Notes to Consolidated Financial Statements
For the years ended December 31, 2015 and 2014
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. The principal
businesses of Hydro One are the transmission and distribution of
electricity to customers within Ontario.
In November 2015, Hydro One and the Province completed an
initial public offering (IPO) on the Toronto Stock Exchange of 15% of
its 595 million outstanding common shares. The proceeds of the
offering were received by the Province. All of the regulated business
and outstanding publicly issued notes and debentures of Hydro One
remain at the Company’s wholly owned subsidiary Hydro One Inc.
At December 31, 2015, the Province owns 84% of Hydro One.
See Note 18 for further details regarding the reorganization of
Hydro One.
2. Significant Accounting Policies
Basis of Consolidation and Preparation
These Consolidated Financial Statements have been presented in a
manner similar to the pooling-of-interests method. The financial
statements consist of the results of operations of Hydro One Inc. prior
to October 31, 2015, and the consolidated results of operations of
Hydro One from the date of incorporation on August 31, 2015 to
December 31, 2015, which include the results of Hydro One Inc.
subsequent to its acquisition on October 31, 2015. All periods have
been combined using historical amounts. The comparative
information consists of the results of Hydro One Inc. as at and for the
year ended December 31, 2014. In addition, Hydro One’s issued
and outstanding common shares prior to October 31, 2015 have
been retroactively adjusted for the purposes of presentation to reflect
the effects of the acquisition of Hydro One Inc. using the exchange
ratio established for the acquisition. The accompanying combined
consolidated and consolidated financial statements are referred to as
“consolidated” for all periods presented. Intercompany transactions
and balances have been eliminated.
On August 31, 2015, Hydro One Inc. completed the spin-off of its
subsidiary, Hydro One Brampton Networks Inc. (Hydro One
Brampton) to the Province. See note 4 – Business Combinations.
These Consolidated Financial Statements include the results of
operations of Hydro One Brampton up to August 31, 2015.
Basis of Accounting
These Consolidated Financial Statements are prepared and presented
in accordance with United States (US) Generally Accepted
Accounting Principles (GAAP) and in Canadian dollars.
Hydro One performed an evaluation of subsequent events through to
February 11, 2016, the date these Consolidated Financial
Statements were issued, to determine whether any events or
transactions warranted recognition and disclosure in these
Consolidated Financial Statements. See Note 28 – Subsequent
Events.
Use of Management Estimates
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues, expenses, gains and losses during the reporting
periods. Management evaluates these estimates on an ongoing basis
based upon historical experience, current conditions, and
assumptions believed to be reasonable at the time the assumptions
are made, with any adjustments being recognized in results of
operations in the period they arise. Significant estimates relate to
regulatory assets and regulatory liabilities, environmental liabilities,
pension benefits, post-retirement and post-employment benefits, asset
retirement obligations, goodwill and asset impairments,
contingencies, unbilled revenues, allowance for doubtful accounts,
derivative instruments, and deferred income tax assets and liabilities.
Actual results may differ significantly from these estimates.
Rate Setting
The Company’s Transmission Business consists of the transmission
business of Hydro One Inc., which includes the transmission business
of its subsidiary, Hydro One Networks Inc. (Hydro One Networks),
as well as its 66% interest in B2M Limited Partnership (B2M LP). The
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 55
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Company’s Distribution Business consists of the distribution business of
Hydro One Inc., which includes the distribution businesses of Hydro
One Networks, Haldimand County Utilities Inc. (Haldimand Hydro),
Hydro One Remote Communities Inc. (Hydro One Remote
Communities), and Woodstock Hydro Holdings Inc. (Woodstock
Hydro).
The Ontario Energy Board (OEB) has approved the use of US GAAP
for rate setting and regulatory accounting and reporting by Hydro
One Networks’ transmission and distribution businesses, as well as
by Hydro One Remote Communities.
Transmission
On January 8, 2015, pursuant to an application filed with the
OEB, the OEB approved the 2015 Hydro One transmission rates
revenue requirement, excluding the B2M LP revenue requirement, of
$1,477 million.
On June 30, 2015, B2M LP updated its application (originally filed
March 30, 2015) with the OEB for 2015-2019 transmission rates,
requesting approval of revenue requirement of $39 million,
$36 million, $37 million, $38 million and $37 million for the
respective years. On December 29, 2015, the OEB issued a
Decision and Order approving the 2015-2019 rates revenue
requirement, and on January 14, 2016, the OEB approved the
B2M LP revenue requirement recovery through the 2016 Uniform
Transmission Rates, and the establishment of a deferral account to
capture costs of Tax Rate and Rule changes.
Distribution
On March 12, 2015, the OEB issued a Decision and Rate Order
approving a revenue requirement of $1,326 million for 2015,
$1,430 million for 2016 and $1,486 million for 2017. The revenue
requirements for 2016 and 2017 are estimates that may change
based on 2016 and 2017 Rate Orders. On April 23, 2015, the
Final Rate Order for 2015 rates was approved by the OEB.
On September 24, 2014, Hydro One Remote Communities filed an
Incentive Regulation Mechanism application with the OEB for 2015
rates, seeking approval for increased base rates for the distribution
and generation of electricity of 1.7%. On March 19, 2015, the OEB
approved an increase of approximately 1.6% to basic rates for the
distribution and generation of electricity, with an effective date of
May 1, 2015.
Regulatory Accounting
The OEB has the general power to include or exclude revenues,
costs, gains or losses in the rates of a specific period, resulting in a
56 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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change in the timing of accounting recognition from that which would
have been applied in an unregulated company. Such change in
timing involves the application of rate-regulated accounting, giving
rise to the recognition of regulatory assets and liabilities. The
Company’s regulatory assets represent certain amounts receivable
from future customers and costs that have been deferred for
accounting purposes because it is probable that they will be
recovered in future rates. In addition, the Company has recorded
regulatory liabilities that generally represent amounts that are
refundable to future customers. The Company continually assesses the
likelihood of recovery of each of its regulatory assets and continues to
believe that it is probable that the OEB will factor its regulatory assets
and liabilities into the setting of future rates. If, at some future date,
the Company judges that it is no longer probable that the OEB will
include a regulatory asset or liability in setting future rates, the
appropriate carrying amount will be reflected in results of operations
in the period that the assessment is made.
Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term investments
with an original maturity of three months or less.
Revenue Recognition
Transmission revenues are collected through OEB-approved rates,
which are based on an approved revenue requirement that includes
a rate of return. Such revenue is recognized as electricity is
transmitted and delivered to customers.
Distribution revenues attributable to the delivery of electricity are
based on OEB-approved distribution rates and are recognized on an
accrual basis and include billed and unbilled revenues. Billed
revenues are based on electricity delivered as measured from
customer meters. Unbilled revenues are based on an estimate of
electricity delivered determined by historical trends of consumption
and are estimated at the end of each month. The unbilled revenue
estimate is affected by energy consumption, weather, and changes in
the composition of customer classes.
Distribution revenue also includes an amount relating to rate
protection for rural, residential and remote customers, which is
received from the Independent Electricity System Operator (IESO)
based on a standardized customer rate that is approved by the OEB.
Revenues also include amounts related to sales of other services and
equipment. Such revenue is recognized as services are rendered or
as equipment is delivered.
Revenues are recorded net of indirect taxes.
Accounts Receivable and Allowance for
Doubtful Accounts
Billed accounts receivable are recorded at the invoiced amount, net
of allowance for doubtful accounts. Unbilled accounts receivable are
recorded at their estimated value. Overdue amounts related to
regulated billings bear interest at OEB-approved rates. The allowance
for doubtful accounts reflects the Company’s best estimate of losses
on billed accounts receivable balances. The Company estimates the
allowance for doubtful accounts on customer receivables by applying
internally developed loss rates to the outstanding receivable balances
by aging category. Loss rates applied to the accounts receivable
balances are based on historical overdue balances, customer
payments and write-offs. Accounts receivable are written-off against
the allowance when they are deemed uncollectible. The existing
allowance for doubtful accounts will continue to be affected by
changes in volume, prices and economic conditions.
Noncontrolling interest
Noncontrolling interest represents the portion of equity ownership in
subsidiaries that is not attributable to shareholders of Hydro One.
Noncontrolling interest is initially recorded at fair value and
subsequently the amount is adjusted for the proportionate share of net
income (loss) and other comprehensive income (loss) attributable to
the noncontrolling interest and any dividends or distributions paid to
the noncontrolling interest.
If a transaction results in the acquisition of all, or part, of a
noncontrolling interest in a subsidiary, the acquisition of the
noncontrolling interest is accounted for as an equity transaction. No
gain or loss is recognized in consolidated net income or
comprehensive income as a result of changes in the noncontrolling
interest, unless a change results in the loss of control by the
Company.
Income Taxes
By virtue of being wholly owned by the Province, Hydro One was
exempt from tax under the Income Tax Act (Canada) and the
Taxation Act, 2007 (Ontario) (Federal Tax Regime). However, under
the Electricity Act, Hydro One was required to make payments in lieu
of tax (PILs) to the Ontario Electricity Financial Corporation (OEFC)
(PILs Regime). The PILs were, in general, based on the amount of tax
that Hydro One would otherwise be liable to pay under the Federal
Tax Regime if it was not exempt from taxes under those statutes.
In connection with the IPO of Hydro One, Hydro One’s exemption
from tax under the Federal Tax Regime ceased to apply. Upon
exiting the PILs Regime, Hydro One is required to make corporate
income tax payments to the Canada Revenue Agency (CRA) under
the Federal Tax Regime.
Current and deferred income taxes are computed based on the tax
rates and tax laws enacted as at the balance sheet date. Tax benefits
associated with income tax positions taken, or expected to be taken,
in a tax return are recorded only when the “more-likely-than-not”
recognition threshold is satisfied and are measured at the largest
amount of benefit that has a greater than 50% likelihood of being
realized upon settlement. Management evaluates each position
based solely on the technical merits and facts and circumstances of
the position, assuming the position will be examined by a taxing
authority having full knowledge of all relevant information. Significant
management judgment is required to determine recognition thresholds
and the related amount of tax benefits to be recognized in the
Consolidated Financial Statements. Management re-evaluates tax
positions each period in which new information about recognition or
measurement becomes available.
Deferred Income Taxes
Deferred income taxes are provided for using the liability method.
Deferred income taxes are recognized based on the estimated future
tax consequences attributable to temporary differences between the
carrying amount of assets and liabilities in the Consolidated Financial
Statements and their corresponding tax bases.
Deferred income tax liabilities are generally recognized on all
taxable temporary differences. Deferred tax assets are recognized to
the extent that it is more-likely-than-not that these assets will be
realized from taxable income available against which deductible
temporary differences can be utilized.
Deferred income taxes are calculated at the tax rates that are
expected to apply in the period when the liability is settled or the
asset is realized, based on the tax rates and tax laws that have been
enacted as at the balance sheet date. Deferred income taxes that are
not included in the rate-setting process are charged or credited to the
Consolidated Statements of Operations and Comprehensive Income.
If management determines that it is more-likely-than-not that some or
all of a deferred income tax asset will not be realized, a valuation
allowance is recorded against the deferred income tax asset to report
the net balance at the amount expected to be realized. Previously
unrecognized deferred income tax assets are reassessed at each
balance sheet date and are recognized to the extent that it has
become more-likely-than-not that the tax benefit will be realized.
The Company records regulatory assets and liabilities associated with
deferred income taxes that will be included in the rate-setting process.
The Company uses the flow-through method to account for investment
tax credits (ITCs) earned on eligible scientific research and
experimental development expenditures, and apprenticeship job
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 57
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creation. Under this method, only non-refundable ITCs are recognized
as a reduction to income tax expense.
Materials and Supplies
Materials and supplies represent consumables, small spare parts and
construction materials held for internal construction and maintenance
of property, plant and equipment. These assets are carried at
average cost less any impairments recorded.
Property, Plant and Equipment
Property, plant and equipment is recorded at original cost, net of
customer contributions, and any accumulated impairment losses. The
cost of additions, including betterments and replacement asset
components, is included on the Consolidated Balance Sheets as
property, plant and equipment.
The original cost of property, plant and equipment includes direct
materials, direct labour (including employee benefits), contracted
services, attributable capitalized financing costs, asset retirement
costs, and direct and indirect overheads that are related to the capital
project or program. Indirect overheads include a portion of corporate
costs such as finance, treasury, human resources, information
technology and executive costs. Overhead costs, including corporate
functions and field services costs, are capitalized on a fully allocated
basis, consistent with an OEB-approved methodology.
Property, plant and equipment in service consists of transmission,
distribution, communication, administration and service assets and
land easements. Property, plant and equipment also includes future
use assets, such as land, major components and spare parts, and
capitalized project development costs associated with deferred
capital projects.
Transmission
Transmission assets include assets used for the transmission of high-
voltage electricity, such as transmission lines, support structures,
foundations, insulators, connecting hardware and grounding systems,
and assets used to step up the voltage of electricity from generating
stations for transmission and to step down voltages for distribution,
including transformers, circuit breakers and switches.
Distribution
Distribution assets include assets related to the distribution of low-
voltage electricity, including lines, poles, switches, transformers,
protective devices and metering systems.
58 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Communication
Communication assets include fibre optic and microwave radio
systems, optical ground wire, towers, telephone equipment and
associated buildings.
Administration and Service
Administration and service assets include administrative buildings,
personal computers, transport and work equipment, tools and other
minor assets.
Easements
Easements include statutory rights of use for transmission corridors and
abutting lands granted under the Reliable Energy and Consumer
Protection Act, 2002, as well as other land access rights.
Intangible Assets
Intangible assets separately acquired or internally developed are
measured on initial recognition at cost, which comprises purchased
software, direct labour (including employee benefits), consulting,
engineering, overheads and attributable capitalized financing
charges. Following initial recognition, intangible assets are carried at
cost, net of any accumulated amortization and accumulated
impairment losses. The Company’s intangible assets primarily
represent major computer applications.
Capitalized Financing Costs
Capitalized financing costs represent interest costs attributable to the
construction of property, plant and equipment or development of
intangible assets. The financing cost of attributable borrowed funds is
capitalized as part of the acquisition cost of such assets. The
capitalized financing costs are a reduction of financing charges
recognized in the Consolidated Statements of Operations and
Comprehensive Income. Capitalized financing costs are calculated
using the Company’s weighted average effective cost of debt.
Construction and Development in Progress
Construction and development in progress consists of the capitalized
cost of constructed assets that are not yet complete and which have
not yet been placed in service.
Depreciation and Amortization
The cost of property, plant and equipment and intangible assets is
depreciated or amortized on a straight-line basis based on the
estimated remaining service life of each asset category, except for
transport and work equipment, which is depreciated on a declining
balance basis.
The Company periodically initiates an external independent review of
its property, plant and equipment and intangible asset depreciation
and amortization rates, as required by the OEB. Any changes arising
from OEB approval of such a review are implemented on a
remaining service life basis, consistent with their inclusion in electricity
rates. The last review resulted in changes to rates effective January 1,
2015. A summary of average service lives and depreciation and
amortization rates for the various classes of assets is included below:
Transmission
Distribution
Communication
Administration and service
Average
Service Life
56 years
46 years
16 years
18 years
Rate
Range
Average
1% – 2%
1% – 7%
1% – 15%
1% – 20%
2%
2%
6%
6%
The cost of intangible assets is included primarily within the
administration and service classification above. Amortization rate for
computer applications software and other intangible assets is 10%.
of goodwill. If the implied fair value of goodwill is less than the
carrying amount, an impairment loss is recorded as a reduction to
goodwill and as a charge to results of operations.
In accordance with group depreciation practices, the original cost of
property, plant and equipment, or major components thereof, and
intangible assets that are normally retired, is charged to accumulated
depreciation, with no gain or loss being reflected in results of
operations. Where a disposition of property, plant and equipment
occurs through sale, a gain or loss is calculated based on proceeds
and such gain or loss is included in depreciation expense.
Depreciation expense also includes the costs incurred to remove
property, plant and equipment where no asset retirement obligations
have been recorded.
Goodwill
Goodwill represents the cost of acquired local distribution companies
that is in excess of the fair value of the net identifiable assets acquired
at the acquisition date. Goodwill is not included in rate base.
Goodwill is evaluated for impairment on an annual basis, or more
frequently if circumstances require. The Company performs a
qualitative assessment to determine whether it is more-likely-than-not
that the fair value of the applicable reporting unit is less than its
carrying amount. If the Company determines, as a result of its
qualitative assessment, that it is not more-likely-than-not that the fair
value of the applicable reporting unit is less than its carrying amount,
no further testing is required. If the Company determines, as a result
of its qualitative assessment, that it is more-likely-than-not that the fair
value of the applicable reporting unit is less than its carrying amount,
a goodwill impairment assessment is performed using a two-step, fair
value-based test. The first step compares the fair value of the
applicable reporting unit to its carrying amount, including goodwill. If
the carrying amount of the applicable reporting unit exceeds its fair
value, a second step is performed. The second step requires an
allocation of fair value to the individual assets and liabilities using
purchase price allocation in order to determine the implied fair value
For the year ended December 31, 2015, based on the qualitative
assessment performed as at September 30, 2015, the Company has
determined that it is not more-likely-than-not that the fair value of each
applicable reporting unit assessed is less than its carrying amount. As
a result, no further testing was performed, and the Company has
concluded that goodwill was not impaired at December 31, 2015.
Long-Lived Asset Impairment
When circumstances indicate the carrying value of long-lived assets
may not be recoverable, the Company evaluates whether the
carrying value of such assets, excluding goodwill, has been
impaired. For such long-lived assets, the Company evaluates whether
impairment may exist by estimating future estimated undiscounted
cash flows expected to result from the use and eventual disposition of
the asset. When alternative courses of action to recover the carrying
amount of a long-lived asset are under consideration, a probability-
weighted approach is used to develop estimates of future
undiscounted cash flows. If the carrying value of the long-lived asset
is not recoverable based on the estimated future undiscounted cash
flows, an impairment loss is recorded, measured as the excess of the
carrying value of the asset over its fair value. As a result, the asset’s
carrying value is adjusted to its estimated fair value.
Within its regulated business, the carrying costs of most of Hydro
One’s long-lived assets are included in rate base where they earn an
OEB-approved rate of return. Asset carrying values and the related
return are recovered through approved rates. As a result, such assets
are only tested for impairment in the event that the OEB disallows
recovery, in whole or in part, or if such a disallowance is judged to
be probable.
Hydro One regularly monitors the assets of its unregulated Hydro
One Telecom subsidiary for indications of impairment. Management
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 59
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assesses the fair value of such long-lived assets using commonly
accepted techniques, and may use more than one. Techniques used
to determine fair value include, but are not limited to, the use of
recent third party comparable sales for reference and internally
developed discounted cash flow analysis. Significant changes in
market conditions, changes to the condition of an asset, or a change
in management’s intent to utilize the asset are generally viewed by
management as triggering events to reassess the cash flows related to
these long-lived assets. As at December 31, 2015 and 2014, no
asset impairment had been recorded for assets within either the
Company’s regulated or unregulated businesses.
Costs of Arranging Debt Financing
For financial liabilities classified as other than held-for-trading, the
Company defers the external transaction costs related to obtaining
debt financing and presents such amounts as deferred debt issuance
costs on the Consolidated Balance Sheets. Deferred debt issuance
costs are amortized over the contractual life of the related debt on an
effective-interest basis and the amortization is included within
financing charges in the Consolidated Statements of Operations and
Comprehensive Income. Transaction costs for items classified as held
for-trading are expensed immediately.
Comprehensive Income
Comprehensive income is comprised of net income and other
comprehensive income (OCI). Hydro One presents net income and
OCI in a single continuous Consolidated Statement of Operations
and Comprehensive Income.
Financial Assets and Liabilities
All financial assets and liabilities are classified into one of the
following five categories: held-to-maturity; loans and receivables;
held-for-trading; other liabilities; or available-for-sale. Financial assets
and liabilities classified as held-for-trading are measured at fair value.
All other financial assets and liabilities are measured at amortized
cost, except accounts receivable and amounts due from related
parties, which are measured at the lower of cost or fair value.
Accounts receivable and amounts due from related parties are
classified as loans and receivables. The Company considers the
carrying amounts of accounts receivable and amounts due from
related parties to be reasonable estimates of fair value because of the
short time to maturity of these instruments. Provisions for impaired
accounts receivable are recognized as adjustments to the allowance
for doubtful accounts and are recognized when there is objective
evidence that the Company will not be able to collect amounts
according to the original terms. All financial instrument transactions
are recorded at trade date.
60 ANNUAL REPORT 2015 HYDRO ONE LIMITED
TSX: H
Derivative instruments are measured at fair value. Gains and losses
from fair valuation are included within financing charges in the period
in which they arise. The Company determines the classification of its
financial assets and liabilities at the date of initial recognition. The
Company designates certain of its financial assets and liabilities to be
held at fair value, when it is consistent with the Company’s risk
management policy disclosed in Note 13 – Fair Value of Financial
Instruments and Risk Management.
Derivative Instruments and Hedge Accounting
The Company closely monitors the risks associated with changes in
interest rates on its operations and, where appropriate, uses various
instruments to hedge these risks. Certain of these derivative instruments
qualify for hedge accounting and are designated as accounting
hedges, while others either do not qualify as hedges or have not
been designated as hedges (hereinafter referred to as undesignated
contracts) as they are part of economic hedging relationships.
The accounting guidance for derivative instruments requires the
recognition of all derivative instruments not identified as meeting the
normal purchase and sale exemption as either assets or liabilities
recorded at fair value on the Consolidated Balance Sheets. For
derivative instruments that qualify for hedge accounting, the Company
may elect to designate such derivative instruments as either cash flow
hedges or fair value hedges. The Company offsets fair value amounts
recognized on its Consolidated Balance Sheets related to derivative
instruments executed with the same counterparty under the same
master netting agreement.
For derivative instruments that qualify for hedge accounting and which
are designated as cash flow hedges, the effective portion of any gain
or loss, net of tax, is reported as a component of accumulated OCI
(AOCI) and is reclassified to results of operations in the same period
or periods during which the hedged transaction affects results of
operations. Any gains or losses on the derivative instrument that
represent either hedge ineffectiveness or hedge components excluded
from the assessment of effectiveness are recognized in results of
operations. For fair value hedges, changes in fair value of both the
derivative instrument and the underlying hedged exposure are
recognized in the Consolidated Statements of Operations and
Comprehensive Income in the current period. The gain or loss on the
derivative instrument is included in the same line item as the offsetting
gain or loss on the hedged item in the Consolidated Statements of
Operations and Comprehensive Income. Additionally, the Company
enters into derivative agreements that are economic hedges which
either do not qualify for hedge accounting or have not been
designated as hedges. The changes in fair value of these
undesignated derivative instruments are reflected in results of
operations.
Embedded derivative instruments are separated from their host
contracts and carried at fair value on the Consolidated Balance
Sheets when: (a) the economic characteristics and risks of the
embedded derivative are not clearly and closely related to the
economic characteristics and risks of the host contract; (b) the hybrid
instrument is not measured at fair value, with changes in fair value
recognized in results of operations each period; and (c) the
embedded derivative itself meets the definition of a derivative. The
Company does not engage in derivative trading or speculative
activities and had no embedded derivatives at December 31, 2015
or 2014.
Hydro One periodically develops hedging strategies taking into
account risk management objectives. At the inception of a hedging
relationship where the Company has elected to apply hedge
accounting, Hydro One formally documents the relationship between
the hedged item and the hedging instrument, the related risk
management objective, the nature of the specific risk exposure being
hedged, and the method for assessing the effectiveness of the
hedging relationship. The Company also assesses, both at the
inception of the hedge and on a quarterly basis, whether the hedging
instruments are effective in offsetting changes in fair values or cash
flows of the hedged items.
Employee Future Benefits
Employee future benefits provided by Hydro One include pension,
post-retirement and post-employment benefits. The costs of the
Company’s pension, post-retirement and post-employment benefit
plans are recorded over the periods during which employees render
service.
The Company recognizes the funded status of its defined benefit
pension, post-retirement and post-employment plans on its
Consolidated Balance Sheets and subsequently recognizes the
changes in funded status at the end of each reporting year. Defined
benefit pension, post-retirement and post-employment plans are
considered to be underfunded when the projected benefit obligation
exceeds the fair value of the plan assets. Liabilities are recognized on
the Consolidated Balance Sheets for any net underfunded projected
benefit obligation. The net underfunded projected benefit obligation
may be disclosed as a current liability, long-term liability, or both. The
current portion is the amount by which the actuarial present value of
benefits included in the benefit obligation payable in the next 12
months exceeds the fair value of plan assets. If the fair value of plan
assets exceeds the projected benefit obligation of the plan, an asset
is recognized equal to the net overfunded projected benefit
obligation. The post-retirement and post-employment benefit plans are
unfunded because there are no related plan assets.
Pension benefits
Pension costs are recorded on an accrual basis for financial reporting
purposes. Pension costs are actuarially determined using the
projected benefit method prorated on service and are based on
assumptions that reflect management’s best estimate of the effect of
future events, including future compensation increases. Past service
costs from plan amendments and all actuarial gains and losses are
amortized on a straight-line basis over the expected average
remaining service period of active employees in the plan, and over
the estimated remaining life expectancy of inactive employees in the
plan. Pension plan assets, consisting primarily of listed equity
securities as well as corporate and government debt securities, are
fair valued at the end of each year. Hydro One records a regulatory
asset equal to the net underfunded projected benefit obligation for its
pension plan.
Post-retirement and post-employment benefits
Post-retirement and post-employment benefits are recorded and
included in rates on an accrual basis. Costs are determined by
independent actuaries using the projected benefit method prorated on
service and based on assumptions that reflect management’s best
estimates. Past service costs from plan amendments are amortized to
results of operations based on the expected average remaining
service period. Hydro One records a regulatory asset equal to the
incremental net unfunded projected benefit obligation for post-
retirement and post-employment plans recorded at each year end
based on annual actuarial reports.
For post-retirement benefits, all actuarial gains or losses are deferred
using the “corridor” approach. The amount calculated above the
“corridor” is amortized to results of operations on a straight-line basis
over the expected average remaining service life of active employees
in the plan and over the remaining life expectancy of inactive
employees in the plan. The post-retirement benefit obligation is
remeasured to its fair value at each year end based on an annual
actuarial report, with an offset to the associated regulatory asset, to
the extent of the remeasurement adjustment.
For post-employment obligations, the associated regulatory liabilities
representing actuarial gains on transition to US GAAP are amortized
to results of operations based on the “corridor” approach. Post
transition, the actuarial gains and losses on post-employment
obligations that are incurred during the year are recognized
immediately to results of operations. The post-employment benefit
obligation is remeasured to its fair value at each year end based on
an annual actuarial report, with an offset to the associated regulatory
asset, to the extent of the remeasurement adjustment.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 61
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All post-retirement and post-employment future benefit costs are
attributed to labour and are either charged to results of operations or
capitalized as part of the cost of property, plant and equipment and
intangible assets.
Multiemployer Pension Plan
Former employees of Haldimand Hydro and Woodstock Hydro
participate in the Ontario Municipal Employees Retirement System
Fund (OMERS Plan), a multiemployer, contributory, defined benefit
public sector pension fund. Former employees of Norfolk Power Inc.
(Norfolk Power) ceased to contribute to the OMERS Plan upon
integration of Norfolk Power into Hydro One Networks in September
2015. These employees are now included in Hydro One’s defined
benefit pension plan. OMERS Plan provides retirement pension
payments based on members’ length of service and salary. Both the
participating employers and members are required to make plan
contributions. The OMERS Plan assets are pooled together to provide
benefits to all plan participants and the plan assets are not
segregated by member entity. The OMERS Plan is registered with the
Financial Services Commission of Ontario under Registration
#0345983.
The OMERS Plan is accounted for as a defined contribution plan by
Hydro One because it is not practicable to determine the present
value of the Company’s obligation, the fair value of plan assets or the
related current service cost applicable to employees of Haldimand
Hydro and Woodstock Hydro. Hydro One recognizes its
contributions to the OMERS Plan as pension expense, with a portion
being capitalized. The expensed amount is included in operation,
maintenance and administration costs in the Consolidated Statements
of Operations and Comprehensive Income.
Stock-Based Compensation
Hydro One measures share grant plans based on fair value of share
grants as estimated based on the grant date share price. The costs
are recognized in the financial statements using the graded-vesting
attribution method for share grant plans that have both a performance
condition and a service condition. The Company records a
regulatory asset equal to the accrued costs of share grant plans
recognized in each period, as management considers it to be
probable that such costs will be recovered in the future through the
rate-setting process.
The Company also records the liabilities associated with its Directors’
Deferred Share Unit (DSU) Plan at fair value at each reporting date
until settlement, recognizing compensation expense over the vesting
period on a straight-line basis. The fair value of the DSU liability is
based on the Company’s common share closing price at the end of
each reporting period.
62 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Loss Contingencies
Hydro One is involved in certain legal and environmental matters that
arise in the normal course of business. In the preparation of its
Consolidated Financial Statements, management makes judgments
regarding the future outcome of contingent events and records a loss
for a contingency based on its best estimate when it is determined
that such loss is probable and the amount of the loss can be
reasonably estimated. Where the loss amount is recoverable in future
rates, a regulatory asset is also recorded. When a range estimate for
the probable loss exists and no amount within the range is a better
estimate than any other amount, the Company records a loss at the
minimum amount within the range.
Management regularly reviews current information available to
determine whether recorded provisions should be adjusted and
whether new provisions are required. Estimating probable losses may
require analysis of multiple forecasts and scenarios that often depend
on judgments about potential actions by third parties, such as federal,
provincial and local courts or regulators. Contingent liabilities are
often resolved over long periods of time. Amounts recorded in the
Consolidated Financial Statements may differ from the actual outcome
once the contingency is resolved. Such differences could have a
material impact on future results of operations, financial position and
cash flows of the Company.
Provisions are based upon current estimates and are subject to
greater uncertainty where the projection period is lengthy. A
significant upward or downward trend in the number of claims filed,
the nature of the alleged injuries, and the average cost of resolving
each claim could change the estimated provision, as could any
substantial adverse or favourable verdict at trial. A federal or
provincial legislative outcome or structured settlement could also
change the estimated liability. Legal fees are expensed as incurred.
Environmental Liabilities
Environmental liabilities are recorded in respect of past contamination
when it is determined that future environmental remediation
expenditures are probable under existing statute or regulation and the
amount of the future expenditures can be reasonably estimated.
Hydro One records a liability for the estimated future expenditures
associated with contaminated land assessment and remediation and
for the phase-out and destruction of polychlorinated biphenyl (PCB)
contaminated mineral oil removed from electrical equipment, based
on the present value of these estimated future expenditures. The
Company determines the present value with a discount rate equal to
its credit-adjusted risk-free interest rate on financial instruments with
comparable maturities to the pattern of future environmental
expenditures. As the Company anticipates that the future expenditures
will continue to be recoverable in future rates, an offsetting regulatory
asset has been recorded to reflect the future recovery of these
environmental expenditures from customers. Hydro One reviews its
estimates of future environmental expenditures annually, or more
frequently if there are indications that circumstances have changed.
Asset Retirement Obligations
Asset retirement obligations are recorded for legal obligations
associated with the future removal and disposal of long-lived assets.
Such obligations may result from the acquisition, construction,
development and/or normal use of the asset. Conditional asset
retirement obligations are recorded when there is a legal obligation
to perform a future asset retirement activity but where the timing and/
or method of settlement are conditional on a future event that may or
may not be within the control of the Company. In such a case, the
obligation to perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or method of
settlement.
When recording an asset retirement obligation, the present value of
the estimated future expenditures required to complete the asset
retirement activity is recorded in the period in which the obligation is
incurred, if a reasonable estimate can be made. In general, the
present value of the estimated future expenditures is added to the
carrying amount of the associated asset and the resulting asset
retirement cost is depreciated over the estimated useful life of the
asset. Where an asset is no longer in service when an asset
retirement obligation is recorded, the asset retirement cost is recorded
in results of operations.
Some of the Company’s transmission and distribution assets,
particularly those located on unowned easements and rights-of-way,
may have asset retirement obligations, conditional or otherwise. The
majority of the Company’s easements and rights-of-way are either of
perpetual duration or are automatically renewed annually. Land rights
with finite terms are generally subject to extension or renewal. As the
Company expects to use the majority of its facilities in perpetuity, no
asset retirement obligations currently exist for these assets. If, at some
future date, a particular facility is shown not to meet the perpetuity
assumption, it will be reviewed to determine whether an estimable
asset retirement obligation exists. In such a case, an asset retirement
obligation would be recorded at that time.
The Company’s asset retirement obligations recorded to date relate to
estimated future expenditures associated with the removal and
disposal of asbestos-containing materials installed in some of its
facilities and with the decommissioning of specific switching stations
located on unowned sites.
3. New Accounting Pronouncements
Recent Accounting Guidance Not Yet Adopted
In January 2015, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2015-01, Income
Statement – Extraordinary and Unusual Items (Subtopic 225-20):
Simplifying Income Statement Presentation by Eliminating the Concept
of Extraordinary Items. This ASU eliminates the requirements for
reporting entities to consider whether an underlying event or
transaction is extraordinary and to show the item separately in the
income statement. This ASU is effective for fiscal years, and interim
periods within these years, beginning after December 15, 2015. The
adoption of this ASU is not anticipated to have an impact on the
Company’s consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation
(Topic 810): Amendments to the Consolidation Analysis. This ASU
provides guidance about the analysis that a reporting entity must
perform to determine whether it should consolidate certain types of
legal entities. This ASU is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2015. The
adoption of this ASU is not anticipated to have an impact on the
Company’s consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation
of Interest (Subtopic 835-30): Simplifying the Presentation of Debt
Issuance Costs. This ASU requires that debt issuance costs related to
a recognized debt liability be presented in the balance sheet as a
direct deduction from the carrying amount of that debt liability. The
recognition and measurement guidance for debt issuance costs are
not affected. This ASU is effective for fiscal years, and interim periods
within those years, beginning after December 15, 2015. Upon
adoption of this ASU in the first quarter of 2016, the Company’s
deferred debt issuance costs that are currently presented under other
long-term assets will be reclassified as a deduction from the carrying
amount of long-term debt.
In April 2015, the FASB issued ASU 2015-04, Compensation –
Retirement Benefits (Topic 715): Practical Expedient for the
Measurement Date of an Employer’s Defined Benefit Obligation and
Plan Assets. This ASU permits an entity with a fiscal year-end that
does not coincide with a month-end and an entity that has a
significant event in an interim period that calls for a remeasurement of
defined benefit plan assets and obligations to measure the defined
benefit plan assets and obligations using the month-end that is closest
to the entity’s fiscal year-end. This ASU is effective for fiscal years,
and interim periods within these years, beginning after December 15,
2015. The adoption of this ASU is not anticipated to have an impact
on the Company’s consolidated financial statements.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 63
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In April 2015, the FASB issued ASU 2015-05, Intangibles –
Goodwill and Other – Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Fees Paid in a Cloud Computing
Arrangement. This ASU provides guidance to customers about
whether a cloud computing arrangement includes a software license,
as well as the related accounting for the arrangement. This ASU is
effective for fiscal years, and interim periods within these years,
beginning after December 15, 2015. The Company is currently
assessing the impact of adoption of this ASU on its consolidated
financial statements.
In August 2015, the FASB issued ASU 2015-14, Revenue from
Contracts with Customers (Topic 606): Deferral of the Effective Date.
This ASU defers by one year the effective date of ASU 2014-09,
Revenue from Contracts with Customers (Topic 606) issued by the
FASB in May 2014. ASU 2014-09 provides guidance on revenue
recognition that depicts the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods and
services. The guidance in ASU 2014-09 is now effective for fiscal
years, and interim periods within those years, beginning after
December 15, 2017. The Company is currently assessing the impact
of adoption of ASU 2014-09 on its consolidated financial
statements.
In September 2015, the FASB issued ASU 2015-16, Business
Combinations (Topic 805): Simplifying the Accounting for
Measurement-Period Adjustments. The amendments in this ASU
require that an acquirer recognize adjustments to provisional amounts
that are identified during the measurement period of a business
combination in the reporting period in which the adjustment amounts
are determined. The amendments in this update require that the
acquirer to present separately on the face of the income statement or
disclose in the notes the portion of the amount recorded in current-
period earnings by line item that would have been recorded in
previous reporting periods if the adjustment to the provisional amounts
had been recognized as of the acquisition date. This ASU is effective
for fiscal years, and interim periods within those years, beginning
after December 15, 2015. Upon adoption of this ASU in the first
quarter of 2016, the Company will apply the guidance in this ASU
to future measurement adjustments related to business combinations,
as applicable.
In November 2015, the FASB issued ASU 2015-17, Income Taxes
(Topic 740): Balance Sheet Classification of Deferred Taxes. The
amendments in this ASU require that all deferred tax assets and
liabilities be classified as noncurrent on the balance sheet. This ASU
is effective for fiscal years, and interim periods within those years,
beginning after December 15, 2016. Upon adoption of this ASU in
the first quarter of 2017, the current portions of the Company’s
deferred income tax assets and liabilities will be reclassified as
noncurrent assets and liabilities on the consolidated Balance Sheets.
In January 2016, the FASB issued ASU 2016-01, Financial
Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. This ASU
requires equity investments to be measured at fair value with changes
in fair value recognized in net income, and requires enhanced
disclosures and presentation of financial assets and liabilities in the
financial statements. This ASU also simplifies the impairment
assessment of equity investments without readily determinable fair
values by requiring a qualitative assessment to identify impairment.
This ASU is effective for fiscal years, and interim periods within those
years, beginning after December 15, 2017. The Company is
currently assessing the impact of adoption of this ASU on its
consolidated financial statements.
4. Business Combinations
Acquisition of Woodstock Hydro
On October 31, 2015, Hydro One acquired 100% of the common
shares of Woodstock Hydro, an electricity distribution company
located in southwestern Ontario. The total purchase price for
Woodstock Hydro was approximately $32 million.
64 ANNUAL REPORT 2015 HYDRO ONE LIMITED
TSX: H
The following table summarizes the preliminary determination of the fair value of the assets acquired and liabilities assumed:
(millions of Canadian dollars)
Cash and cash equivalents
Working capital
Property, plant and equipment
Intangible assets
Deferred income tax assets
Goodwill
Long-term debt
Other long-term liabilities
Post-retirement and post-employment benefit liability
Derivative instruments
3
4
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2
17
(17)
(2)
(1)
(3)
32
The preliminary determination of the fair value of assets acquired and
liabilities assumed has been based upon management’s preliminary
estimates and certain assumptions with respect to the fair values of the
assets acquired and liabilities assumed. Due to the timing of the
transaction, the Company has not yet completed the final fair value
measurements as at December 31, 2015. In addition, the purchase
agreement provides for final purchase price adjustments based on
agreed working capital and other balances at the acquisition date
which have not yet been finalized. The Company will continue to
review information and perform further analysis prior to finalizing the
total purchase price and the fair values of the assets acquired and
liabilities assumed. The actual total purchase price and the fair values
of the assets acquired and liabilities assumed may differ from the
amounts above.
Goodwill of approximately $17 million arising from the Woodstock
Hydro acquisition consists largely of the synergies and economies of
scale expected from combining the operations of Hydro One and
Woodstock Hydro. All of the goodwill was assigned to Hydro One’s
Distribution Business segment. Woodstock Hydro contributed
revenues of $12 million and net income of $2 million to the
Company’s consolidated financial results for the year ended
December 31, 2015. All costs related to the acquisition have been
expensed through the Consolidated Statements of Operations and
Comprehensive Income. Woodstock Hydro’s financial information is
not material to the Company’s consolidated financial results for the
year ended December 31, 2015 and therefore, has not been
disclosed on a pro forma basis.
Hydro One Brampton Spin-off
On August 31, 2015, Hydro One completed the spin-off of its
subsidiary, Hydro One Brampton. The spin-off was accounted as a
non-monetary, nonreciprocal transfer with the Province, based on its
carrying values at August 31, 2015. Transactions that immediately
preceded the spin-off as well as the spin-off were as follows:
• Hydro One subscribed for 357 common shares of Hydro One
Brampton for an aggregate subscription price of $53 million;
• Hydro One transferred to a company wholly owned by the
Province all the issued and outstanding shares of Hydro One
Brampton as a dividend-in-kind; and all of the long-term
intercompany debt in aggregate principal amount of $193 million
plus accrued interest of $3 million owed by Hydro One Brampton
to Hydro One as a return of stated capital of $196 million on its
common shares.
In connection with the Hydro One Brampton spin-off, the following assets and liabilities of Hydro One Brampton were transferred:
(millions of Canadian dollars)
Working capital
Property, plant and equipment and intangibles (net)
Other long-term assets
Long-term liabilities
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360
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As a result of the spin-off, goodwill related to Hydro One Brampton of $60 million was eliminated from the Consolidated Balance Sheet.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 65
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Acquisition of Haldimand Hydro
On June 30, 2015, Hydro One acquired 100% of the common
shares of Haldimand Hydro, an electricity distribution company
located in southwestern Ontario. The final total purchase price for
Haldimand Hydro was approximately $73 million.
(millions of Canadian dollars)
Cash and cash equivalents
Working capital
Property, plant and equipment
Deferred income tax assets
Goodwill
Long-term debt
Regulatory liabilities
The following table summarizes the determination of the fair value of
the assets acquired and liabilities assumed:
3
5
52
1
33
(18)
(3)
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The determination of the fair value of assets acquired and liabilities
assumed has been based upon management’s estimates and certain
assumptions with respect to the fair values of the assets acquired and
liabilities assumed.
Goodwill of approximately $33 million arising from the Haldimand
Hydro acquisition consists largely of the synergies and economies of
scale expected from combining the operations of Hydro One and
Haldimand Hydro. All of the goodwill was assigned to Hydro One’s
Distribution Business segment. Haldimand Hydro contributed revenues
of $32 million and net income of $6 million to the Company’s
consolidated financial results for the year ended December 31,
2015. All costs related to the acquisition have been expensed
through the Consolidated Statements of Operations and
Comprehensive Income. Haldimand Hydro’s financial information is
not material to the Company’s consolidated financial results for the
year ended December 31, 2015 and therefore, has not been
disclosed on a pro forma basis.
Acquisition of Norfolk Power
On August 29, 2014, Hydro One acquired 100% of the common
shares of Norfolk Power an electricity distribution and telecom
company located in southwestern Ontario. Norfolk Power was a
holding company for two subsidiaries, Norfolk
Power Distribution Inc. (NPDI) and Norfolk Energy Inc. The total
purchase price for Norfolk Power, net of the long-term debt assumed,
was approximately $68 million. The purchase price was finalized in
2015, with no adjustments to the preliminary purchase price
allocation as disclosed at December 31, 2014.
The following table summarizes the determination of the fair value of the assets acquired and liabilities assumed:
(millions of Canadian dollars)
Working capital
Property, plant and equipment
Deferred income tax assets
Goodwill
Bank indebtedness
Derivative instruments
Long-term debt
Post-retirement and post-employment benefit liability
Environmental liability
Long-term accounts payable and other liabilities
6
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(3)
(3)
(26)
(1)
(1)
(1)
68
The determination of the fair values of assets acquired and liabilities
assumed has been based upon management’s estimates and certain
assumptions with respect to the fair values of the assets acquired and
liabilities assumed.
66 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Goodwill of approximately $40 million arising from the Norfolk
Power acquisition consists largely of the synergies and economies of
scale expected from combining the operations of Hydro One and
Norfolk Power. All of the goodwill was assigned to Hydro One’s
Distribution Business segment. Norfolk Power contributed revenues of
$18 million and net income of less than $1 million to the Company’s
consolidated financial results for the year ended December 31,
2014. All costs related to the acquisition have been expensed
through the Consolidated Statements of Operations and
Comprehensive Income. Norfolk Power’s financial information was
not material to the Company’s consolidated financial results for the
year ended December 31, 2014 and therefore, has not been
disclosed on a pro forma basis.
5. Depreciation And Amortization
Year ended December 31
(millions of Canadian dollars)
Depreciation of property, plant and equipment
Amortization of intangible assets
Asset removal costs
Amortization of regulatory assets
6. Financing Charges
Year ended December 31
(millions of Canadian dollars)
Interest on long-term debt
Other
Less: Interest capitalized on construction and development in progress
Gain on interest-rate swap agreements
Interest earned on investments
2015
2014
595
54
91
19
759
565
53
81
23
722
2015
2014
417
16
(52)
(2)
(3)
376
432
12
(49)
(10)
(6)
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TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7.
Income Taxes
Income taxes / provision for PILs 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:
Year ended December 31
(millions of Canadian dollars)
Income taxes / provision for PILs at statutory rate
Increase (decrease) resulting from:
Net temporary differences included in amounts charged to customers:
Capital cost allowance in excess of depreciation and amortization
Pension contributions in excess of pension expense
Overheads capitalized for accounting but deducted for tax purposes
Interest capitalized for accounting but deducted for tax purposes
Environmental expenditures
Non-refundable investment tax credits
Post-retirement and post-employment benefit expense in excess of cash payments
Prior year’s adjustments
Other
Net temporary differences
Net tax benefit resulting from transition from PILs Regime to Federal Tax Regime
Hydro One Brampton spin-off
Net permanent differences
Total income taxes / provision for PILs
The major components of income tax expense are as follows:
Year ended December 31
(millions of Canadian dollars)
Current income taxes / provision for PILs
Deferred income taxes / provision for (recovery of) PILs
Total income taxes / provision for PILs
2015
217
2014
222
(37)
(25)
(15)
(13)
(5)
(2)
(1)
(1)
(2)
(101)
(19)
7
1
105
2015
2,949
(2,844)
105
(72)
(24)
(15)
(13)
(5)
(3)
3
(4)
(1)
(134)
–
–
1
89
2014
79
10
89
Effective income tax rate
12.84%
10.63%
The provision for PILs / current income taxes is remitted to, or
received from, the OEFC (PILs Regime) and the CRA (Federal Tax
Regime). At December 31, 2015, $12 million (2014 – $39 million)
due from the OEFC was included in due from related parties and
$1 million (2014 – $nil) due from the CRA was included in prepaid
expenses and other assets on the Consolidated Balance Sheet.
In connection with the IPO, Hydro One’s exemption from tax under
the Federal Tax Regime ceased to apply. Under the PILs Regime,
Hydro One was deemed to have disposed of its assets immediately
before it lost its tax exempt status under the Federal Tax Regime,
resulting in Hydro One making payments in lieu of tax (Departure
Tax) totalling $2.6 billion. To enable Hydro One to make the
Departure Tax payment, the Province subscribed for common shares
of Hydro One for $2.6 billion (See Note 18 – Share Capital). Hydro
One used the proceeds of this share subscription to pay the
Departure Tax.
At December 31, 2015, the total income taxes / provision for PILs
includes deferred income taxes / recovery of PILs of $2,844 million
(2014 – deferred provision of $10 million), including $2,810 million
(2014 – $nil) resulting from transition from the PILs Regime to the
Federal Tax Regime, that is not included in the rate-setting process,
using the liability method of accounting. Deferred income taxes / PILs
balances expected to be included in the rate-setting process are offset
by regulatory assets and liabilities to reflect the anticipated recovery
or disposition of these balances within future electricity rates.
68 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Deferred Income Tax Assets and Liabilities
Deferred income tax assets and liabilities arise from differences between the carrying amounts and tax basis of the Company’s assets and
liabilities. At December 31, 2015 and 2014, deferred income tax assets and liabilities consisted of the following:
December 31
(millions of Canadian dollars)
Deferred income tax assets
Depreciation and amortization in excess of capital cost allowance
Post-retirement and post-employment benefits expense in excess of cash payments
Environmental expenditures
Non-capital losses
Other
Total deferred income tax assets
Less: current portion
December 31
(millions of Canadian dollars)
Deferred income tax liabilities
Regulatory amounts that are not recognized for tax purposes
Partnership interest
Goodwill
Capital cost allowance in excess of depreciation and amortization
Post-retirement and post-employment benefits expense in excess of cash payments
Environmental expenditures
Other
Total deferred income tax liabilities
Less: current portion
2015
2014
937
578
75
62
3
1,655
19
1,636
(4)
8
4
–
(1)
7
–
7
2015
2014
(153)
(41)
(10)
(1)
–
–
(2)
(207)
–
(207)
(140)
(38)
(21)
(1,713)
559
59
–
(1,294)
19
(1,313)
During 2015 and 2014, there were no changes in the rate
applicable to future taxes. The Company has recorded a valuation
allowance in the amount of $278 million (2014 – $nil) in respect of
non-depreciable capital property.
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December 31
(millions of Canadian dollars)
Accounts receivable – billed
Accounts receivable – unbilled
Accounts receivable, gross
Allowance for doubtful accounts
Accounts receivable, net
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2015
379
458
837
(61)
776
2014
496
586
1,082
(66)
1,016
In 2015, the Company revised the method to estimate the unbilled
accounts receivable by using new technology that improved the
estimation process. This change has been accounted for on a
prospective basis in the consolidated financial statements at
December 31, 2015. At December 31, 2015, the change in
estimation technology resulted in a reduction in unbilled accounts
receivable of approximately $121 million, with a corresponding
offset to various components of the retail settlement variance accounts
(RSVA). The change in estimate had no significant impact on 2015
net income.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 69
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The following table shows the movements in the allowance for doubtful accounts for the years ended December 31, 2015 and 2014:
Year ended December 31
(millions of Canadian dollars)
Allowance for doubtful accounts – January 1
Write-offs
Additions to allowance for doubtful accounts
Allowance for doubtful accounts – December 31
9. Property, Plant And Equipment
December 31, 2015
(millions of Canadian dollars)
Transmission
Distribution
Communication
Administration and service
Easements
December 31, 2014
(millions of Canadian dollars)
Transmission
Distribution
Communication
Administration and service
Easements
2015
2014
(66)
37
(32)
(61)
(36)
24
(54)
(66)
Property, Plant
and Equipment
Accumulated
Depreciation
Construction
in Progress
13,803
9,205
1,165
1,531
523
26,227
4,625
3,177
704
848
60
9,414
853
238
28
36
–
1,155
Property, Plant
and Equipment
Accumulated
Depreciation
Construction
in Progress
13,209
9,076
1,100
1,502
623
25,510
4,416
3,225
615
793
85
9,134
626
320
56
23
–
Total
10,031
6,266
489
719
463
17,968
Total
9,419
6,171
541
732
538
1,025
17,401
Financing charges capitalized on property, plant and equipment under construction were $50 million in 2015 (2014 – $48 million).
10. Intangible Assets
December 31, 2015
(millions of Canadian dollars)
Computer applications software
Other
December 31, 2014
(millions of Canadian dollars)
Computer applications software
Other
Intangible
Assets
Accumulated
Amortization
Development
in Progress
579
7
586
270
4
274
24
–
24
Intangible
Assets
Accumulated
Amortization
Development
in Progress
573
5
578
303
2
305
3
–
3
Total
333
3
336
Total
273
3
276
Financing charges capitalized to intangible assets under development were $1 million in 2015 (2014 – $1 million). The estimated annual
amortization expense for intangible assets is as follows: 2016 – $57 million; 2017 – $57 million; 2018 – $57 million; 2019 – $47 million;
and 2020 – $30 million.
70 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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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:
December 31
(millions of Canadian dollars)
Regulatory assets:
Deferred income tax regulatory asset
Pension benefit regulatory asset
Post-retirement and post-employment benefits
Environmental
RSVA
Pension cost variance
2015-2017 rate rider
DSC exemption
Share-based compensation
B2M LP start-up costs
OEB cost assessment differential
Other
Total regulatory assets
Less: current portion
Regulatory liabilities:
External revenue variance
Green Energy expenditure variance
CDM deferral variance
Deferred income tax regulatory liability
PST savings deferral
Other
Total regulatory liabilities
Less: current portion
2015
2014
1,445
952
240
207
110
37
20
10
10
8
–
12
3,051
36
3,015
87
76
53
23
4
12
255
19
236
1,327
1,236
273
239
11
90
–
16
–
–
12
27
3,231
31
3,200
54
83
25
21
19
13
215
47
168
Deferred Income Tax Regulatory Asset and
Liability
Deferred income taxes are recognized on temporary differences
between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation
of taxable income. The Company has recognized regulatory assets
and liabilities that correspond to deferred income taxes that flow
through the rate-setting process. In the absence of rate-regulated
accounting, the Company’s income tax expense would have been
recognized using the liability method and there would be no
regulatory accounts established for taxes to be recovered through
future rates. As a result, the 2015 income tax expense would have
been higher by approximately $101 million (2014 – $132 million).
Pension Benefit Regulatory Asset
In accordance with OEB rate orders, pension costs are recorded on
a cash basis as employer contributions are paid to the pension fund
in accordance with the Pension Benefits Act (Ontario). The Company
recognizes the net unfunded status of pension obligations on the
Consolidated Balance Sheets with an offset to the associated
regulatory asset. A regulatory asset is recognized because
management considers it to be probable that pension benefit costs
will be recovered in the future through the rate-setting process. The
pension benefit obligation is remeasured to its fair value at each year
end based on an annual actuarial report, with an offset to the
associated regulatory asset, to the extent of the remeasurement
adjustment. In the absence of rate-regulated accounting, 2015 OCI
would have been higher by $284 million (2014 – lower by
$391 million).
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 71
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Post-Retirement and Post-Employment Benefits
The Company recognizes the net unfunded status of post-retirement
and post-employment obligations on the Consolidated Balance
Sheets with an incremental offset to the associated regulatory assets.
A regulatory asset is recognized because management considers it to
be probable that post-retirement and post-employment benefit costs
will be recovered in the future through the rate-setting process. The
post-retirement and post-employment benefit obligation is remeasured
to its fair value at each year end based on an annual actuarial
report, with an offset to the associated regulatory asset, to the extent
of the remeasurement adjustment. In the absence of rate-regulated
accounting, 2015 OCI would have been higher by $33 million
(2014 – $35 million).
Pension Cost Variance
A pension cost variance account was established for Hydro One
Networks’ transmission and distribution businesses to track the
difference between the actual pension expenses incurred and
estimated pension costs approved by the OEB. The balance in this
regulatory account reflects the excess of pension costs paid as
compared to OEB-approved amounts. In March 2015, the OEB
approved the disposition of the distribution business portion of the
total pension cost variance account at December 31, 2013,
including accrued interest, which will be recovered through the
2015-2017 Rate Rider. In the absence of rate-regulated accounting,
2015 revenue would have been lower by $6 million (2014 –
$10 million).
Environmental
Hydro One records a liability for the estimated future expenditures
required to remediate environmental contamination. Because such
expenditures are expected to be recoverable in future rates, the
Company has recorded an equivalent amount as a regulatory asset.
In 2015, the environmental regulatory asset decreased by
$24 million (2014 – $33 million) to reflect related changes in the
Company’s PCB liability, and increased by $1 million (2014 –
$13 million) due to changes in the land assessment and remediation
liability. The environmental regulatory asset is amortized to results of
operations based on the pattern of actual expenditures incurred and
charged to environmental liabilities. The OEB has the discretion to
examine and assess the prudency and the timing of recovery of all of
Hydro One’s actual environmental expenditures. In the absence of
rate-regulated accounting, 2015 operation, maintenance and
administration expenses would have been lower by $23 million
(2014 – $20 million). In addition, 2015 amortization expense
would have been lower by $19 million (2014 – $18 million), and
2015 financing charges would have been higher by $10 million
(2014 – $11 million).
RSVA
Hydro One has deferred certain retail settlement variance amounts
under the provisions of Article 490 of the OEB’s Accounting
Procedures Handbook. In March 2015, the OEB approved the
disposition of the total RSVA balance accumulated from January
2012 to December 2013, including accrued interest, to be
recovered through the 2015-2017 Rate Rider. In 2015, the
Company revised its method to estimate the unbilled accounts
receivable based on new technology implemented to improve the
accuracy of the estimation process. At December 31, 2015, the
change in estimate reduced unbilled accounts receivable by
approximately $121 million, with a corresponding offset to various
components of RSVA. The change in estimate had no significant
impact on 2015 net income.
72 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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2015-2017 Rate Rider
In March 2015, as part of its decision on Hydro One Networks’
Distribution rate application for 2015-2019 the OEB approved the
disposition of certain deferral and variance accounts, including
RSVAs and accrued interest. The 2015-2017 Rate Rider account
includes the balances approved for disposition by the OEB and will
be disposed over a 32-month period in accordance with the OEB
decision.
DSC Exemption
In June 2010, Hydro One Networks filed an application with the
OEB regarding the OEB’s new cost responsibility rules contained in
the OEB’s October 2009 Notice of Amendment to the Distribution
System Code (DSC), with respect to the connection of certain
renewable generators that were already connected or that had
received a connection impact assessment prior to October 21,
2009. The application sought approval to record and defer the
unanticipated costs incurred by Hydro One Networks that resulted
from the connection of certain renewable generation facilities. The
OEB ruled that identified specific expenditures can be recorded in a
deferral account subject to the OEB’s review in subsequent Hydro
One Network distribution applications. In March 2015, the OEB
approved the disposition of the DSC exemption deferral account at
December 31, 2013, including accrued interest, which will be
recovered through the 2015-2017 Rate Rider. In addition, the OEB
also approved Hydro One’s request to discontinue this deferral
account, and there were no additions to this regulatory account in
2015.
Share-based Compensation
The Company recognizes costs associated with stock-based
compensation in a regulatory asset as management considers it
probable that stock-based compensation costs will be recovered in
the future through the rate-setting process. At December 31, 2015 the
CDM Deferral Variance Account
As part of Hydro One Networks’ application for 2013 and 2014
transmission rates, Hydro One agreed to establish a new regulatory
deferral variance account to track the impact of actual Conservation
and Demand Management (CDM) and demand response results on
the load forecast compared to the estimated load forecast included in
the revenue requirement. At December 31, 2014, the balance in the
CDM deferral variance account relates to the actual 2013 CDM
compared to the amounts included in 2013 revenue requirement. At
December 31, 2015, the balance also includes the difference
between the actual 2014 CDM compared to the amounts included
in 2014 revenue requirement. The OEB rate order specifically states
that the IESO (Ontario Power Authority (OPA) prior to January 1,
2015) data used to calculate the difference between forecasted and
actual savings will be provided one year in arrears, and as a result,
no amount should be recorded in advance of notification from the
IESO of actual results.
PST Savings Deferral Account
The provincial sales tax (PST) and goods and services tax (GST) were
harmonized in July 2010. Unlike the GST, the PST was included in
operation, maintenance and administration expenses or capital
expenditures for past revenue requirements approved during a full
cost-of-service hearing. Under the harmonized sales tax (HST) regime,
the HST included in operation, maintenance and administration
expenses or capital expenditures is not a cost ultimately borne by the
Company and as such, a refund of the prior PST element in the
approved revenue requirement is applicable, and calculations for
tracking and refund were requested by the OEB. For Hydro One
Networks’ transmission revenue requirement, PST was included
between July 1, 2010 and December 31, 2010 and recorded in a
deferral account, per direction from the OEB. For Hydro One
Networks’ distribution revenue requirement, PST was included
between July 1, 2010 and December 31, 2015 and recorded in a
deferral account, as directed by the OEB. In March 2015, the OEB
approved the disposition of the PST Savings Deferral account at
December 31, 2013, including accrued interest, which will be
recovered through the 2015-2017 Rate Rider.
stock-based compensation costs relate to the share grant plans, are
measured at fair value estimated based on grant date share price
and recognized using the graded-vesting attribution method. In the
absence of rate-regulated accounting 2015 operation, maintenance
and administration expenses would have been higher by $5 million
(2014 – $nil).
B2M LP Start-up Costs
In December 2015, OEB issued its decision on B2M LP’s application
for 2015-2019 and as part of the decision approved the recovery of
$8 million of start-up costs relating to B2M LP. The costs will be
recovered over a 4 year period beginning in 2016, in accordance
with the OEB decision.
OEB Cost Assessment Differential
In April 2010, the OEB issued its Decision regarding Hydro One
Networks’ distribution rate application for 2010 and 2011. As part
of this decision, the OEB also approved the distribution-related OEB
Cost Assessment Differential Account to record the difference between
the amounts approved in rates and actual expenditures with respect
to the OEB’s cost assessments. In March 2015, the OEB approved
the disposition of the OEB Cost Assessment Differential Account at
December 31, 2013, including accrued interest, which will be
recovered through the 2015-2017 Rate Rider. In addition, the OEB
also approved Hydro One’s request to discontinue this deferral
account, and there were no additions to this regulatory account in
2015.
External Revenue Variance
In May 2009, the OEB approved forecasted amounts related to
export service revenue, external revenue from secondary land use,
and external revenue from station maintenance and engineering and
construction work. In November 2012, the OEB again approved
forecasted amounts related to these revenue categories and extended
the scope to encompass all other external revenues. The external
revenue variance account balance reflects the excess of actual
external revenues compared to the OEB-approved forecasted
amounts.
Green Energy Expenditure Variance
In April 2010, the OEB requested the establishment of deferral
accounts which capture the difference between the revenue recorded
on the basis of Green Energy Plan expenditures incurred and the
actual recoveries received.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 73
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. 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 $1.5 billion. These short-term notes are denominated in
Canadian dollars with varying maturities not exceeding 365 days.
The Commercial Paper Program is supported by Hydro One Inc.’s
committed revolving credit facilities totalling $2.3 billion. At
December 31, 2015, Hydro One Inc. had $1,491 million in
commercial paper borrowings outstanding (December 31,
2014 – $nil).
At December 31, 2015, Hydro One’s consolidated committed,
unsecured and unused credit facilities totalling $2,550 million
consisted of the following:
(millions of Canadian dollars)
Hydro One Inc.
Revolving standby credit facility
Three-year senior, revolving term credit facility
Hydro One
Five-year senior, revolving term credit facility
Total
Maturity
Amount
June 2020
October 2018
November 2020
1,500
800
250
2,550
The Company may use the credit facilities for working capital and
general corporate purposes. If used, interest on the 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, among other things, that no
event of default has occurred or would result from such credit
extension.
Long-Term Debt
At December 31, 2015, all of the Company’s long-term debt was
issued by Hydro One Inc. under Hydro One Inc.’s Medium-Term
Note (MTN) Program. The maximum authorized principal amount of
notes issuable by Hydro One Inc. under this program is $3.5 billion.
At December 31, 2015, $3.5 billion remained available for
issuance until January 2018.
74 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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The following table presents Hydro One Inc.’s outstanding long-term debt at December 31, 2015 and 2014:
December 31 (millions of Canadian dollars)
2015
2014
2.95% Series 21 notes due 20151
Floating-rate Series 22 notes due 20152
4.64% Series 10 notes due 2016
Floating-rate Series 27 notes due 20162
5.18% Series 13 notes due 2017
2.78% Series 28 notes due 2018
Floating-rate Series 31 notes due 20192
4.40% Series 20 notes due 2020
1.62% Series 33 notes due 20201
3.20% Series 25 notes due 2022
7.35% Debentures due 2030
6.93% Series 2 notes due 2032
6.35% Series 4 notes due 2034
5.36% Series 9 notes due 2036
4.89% Series 12 notes due 2037
6.03% Series 17 notes due 2039
5.49% Series 18 notes due 2040
4.39% Series 23 notes due 2041
6.59% Series 5 notes due 2043
4.59% Series 29 notes due 2043
4.17% Series 32 notes due 2044
5.00% Series 11 notes due 2046
4.00% Series 24 notes due 2051
3.79% Series 26 notes due 2062
4.29% Series 30 notes due 2064
Add: Unrealized mark-to-market loss1
Less: Long-term debt payable within one year
Long-term debt
–
–
450
50
600
750
228
300
350
600
400
500
385
600
400
300
500
300
315
435
350
325
225
310
50
500
50
450
50
600
750
228
300
–
600
400
500
385
600
400
300
500
300
315
435
350
325
225
310
50
8,723
1
(500)
8,224
8,923
2
(552)
8,373
1 The unrealized mark-to-market loss relates to $50 million of the Series 33 notes due 2020 (2014 – $250 million of the Series 21 notes due 2015). The
unrealized mark-to-market loss is offset by a $1 million (2014 – $2 million) unrealized mark-to-market gain on the related fixed-to-floating interest-rate swap
agreements, which are accounted for as fair value hedges. See Note 13 – Fair Value of Financial Instruments and Risk Management for details of fair value
hedges.
2 The interest rates of the floating-rate notes are referenced to the 3-month Canadian dollar bankers’ acceptance rate, plus a margin.
In 2015, Hydro One Inc. issued $350 million (2014 – $628
million) of long-term debt under the MTN Program, and repaid $550
million of long-term debt MTN Program notes (2014 – $750 million).
Long-term debt totalling $35 million assumed by Hydro One Inc. as
part of the Haldimand Hydro and Woodstock Hydro acquisitions
was repaid in 2015.
The long-term debt is unsecured and denominated in Canadian
dollars. The long-term debt is summarized by the number of years to
maturity in Note 13 – Fair Value of Financial Instruments and Risk
Management.
13. Fair Value of Financial Instruments and Risk
Management
Fair value is considered to be the exchange price in an orderly
transaction between market participants to sell an asset or transfer a
liability at the measurement date. The fair value definition focuses on
an exit price, which is the price that would be received in the sale of
an asset or the amount that would be paid to transfer a liability.
Hydro One classifies its fair value measurements based on the
following hierarchy, as prescribed by the accounting guidance for
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 75
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fair value, which prioritizes the inputs to valuation techniques used to
measure fair value into three levels:
Level 1 inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that Hydro One has the ability to access.
An active market for the asset or liability is one in which transactions
for the asset or liability occur with sufficient frequency and volume to
provide ongoing pricing information.
Level 2 inputs are those other than quoted market prices that are
observable, either directly or indirectly, for an asset or liability.
Level 2 inputs include, but are not limited to, quoted prices for similar
assets or liabilities in an active market, quoted prices for identical or
similar assets or liabilities in markets that are not active and inputs
other than quoted market prices that are observable for the asset or
liability, such as interest-rate curves and yield curves observable at
commonly quoted intervals, volatilities, credit risk and default rates. A
Level 2 measurement cannot have more than an insignificant portion
of the valuation based on unobservable inputs.
Level 3 inputs are any fair value measurements that include
unobservable inputs for the asset or liability for more than an
insignificant portion of the valuation. A Level 3 measurement may be
based primarily on Level 2 inputs.
Non-Derivative Financial Assets and Liabilities
At December 31, 2015 and 2014, the Company’s carrying
amounts of accounts receivable, due from related parties, cash and
cash equivalents, bank indebtedness, short-term notes payable,
accounts payable, and due to related parties are representative of
fair value because of 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 December 31, 2015 and 2014 are as follows:
December 31
(millions of Canadian dollars)
Long-term debt
$250 million of MTN Series 21 notes1
$50 million of MTN Series 33 notes1
Other notes and debentures2
2015
Carrying Value
2015
Fair Value
2014
Carrying Value
2014
Fair Value
–
51
8,673
8,724
–
51
9,942
9,993
252
–
8,673
8,925
252
–
10,159
10,411
1 The fair value of the $50 million MTN Series 33 notes and $250 million of the MTN Series 21 notes subject to hedging is primarily based on changes in the
present value of future cash flows due to a change in the yield in the swap market for the related swap (hedged risk).
2 The fair value of other notes and debentures, and the portion of the MTN Series 21 notes that are not subject to hedging, represents the market value of the
notes and debentures and is based on unadjusted period-end market prices for the same or similar debt of the same remaining maturities.
Fair Value Measurements of Derivative
Instruments
At December 31, 2015, the Company had no interest-rate swaps
classified as undesignated contracts (2014 – $409 million).
As part of the Norfolk Power and Woodstock Hydro acquisitions,
Hydro One Inc. assumed liabilities associated with unrealized losses
on derivative instruments (interest-rate swaps) totalling $6 million.
Hydro One Inc. extinguished the interest rate swaps and repaid these
liabilities in 2015.
At December 31, 2015, Hydro One Inc. had an interest-rate swap
in the amount of $50 million (2014 – $250 million) that was used to
convert fixed-rate debt to floating-rate debt. This swap is classified as
a fair value hedge. Hydro One Inc.’s fair value hedge exposure was
equal to about 1% (2014 – 3%) of its total long-term debt of $8,724
million (2014 – $8,925 million). At December 31, 2015, Hydro
One Inc.’s interest-rate swap designated as a fair value hedge was
as follows:
• 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.
76 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Fair Value Hierarchy
The fair value hierarchy of financial assets and liabilities at December 31, 2015 and 2014 is as follows:
December 31, 2015
(millions of Canadian dollars)
Assets:
Cash and cash equivalents
Derivative instruments
Fair value hedge – interest-rate swap
Liabilities:
Short-term notes payable
Long-term debt
December 31, 2014
(millions of Canadian dollars)
Assets:
Cash and cash equivalents
Derivative instruments
Fair value hedges – interest-rate swaps
Liabilities:
Bank indebtedness
Derivative instruments
Undesignated contracts – interest-rate swaps
Long-term debt
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
94
1
95
94
1
95
94
1
95
–
–
–
1,491
8,724
1,491
9,993
1,491
–
–
9,993
10,215
11,484
1,491
9,993
–
–
–
–
–
–
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
100
100
100
2
102
2
–
102
100
2
2
3
8,925
3
10,411
8,930
10,416
2
–
–
2
–
2
2
–
3
10,411
10,414
–
–
–
–
–
–
–
Cash and cash equivalents include cash and short-term investments.
The carrying values are representative of fair value because of the
short-term nature of these instruments.
There were no significant transfers between any of the fair value
levels during the years ended December 31, 2015 and 2014.
The fair value of the derivative instruments is determined using inputs
other than quoted prices that are observable for these assets. The fair
value is primarily based on the present value of future cash flows
using a swap yield curve to determine the assumptions for interest
rates.
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.
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 that 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 into account
anticipated interest rates, but is not currently exposed to material
commodity price risk or material foreign exchange risk.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 77
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The OEB-approved adjustment formula for calculating return on equity
in a deemed regulatory capital structure of 60% debt and 40% equity
provides for increases and decreases depending on changes in
benchmark rates of return for Government of Canada debt. The
Company estimates that a 1% decrease in the forecasted long-term
Government of Canada bond yield used in determining its rate of
return would reduce the Company’s transmission business’ 2015 net
income by approximately $20 million (2014 – $20 million) and its
distribution business’ 2015 net income by approximately $13 million
(2014 – $10 million). The Company’s net income is adversely
impacted by rising interest rates as the Company’s maturing long-term
debt is refinanced at market rates. The Company periodically utilizes
interest rate swap agreements to mitigate elements of interest rate risk.
The Company uses a combination of fixed and variable-rate debt to
manage the mix of its debt portfolio. The Company also uses
derivative financial instruments to manage interest-rate risk. The
Company utilizes interest-rate swaps, which are typically designated
as fair value hedges, as a means to manage its interest rate exposure
to achieve a lower cost of debt. In addition, the Company may
utilize interest-rate derivative instruments to lock in interest-rate levels in
anticipation of future financing.
A hypothetical 10% increase in the interest rates associated with
variable-rate debt would not have resulted in a significant decrease in
Hydro One’s net income for the years ended December 31, 2015 or
2014.
Fair Value Hedges
For derivative instruments that are designated and qualify as fair value
hedges, the gain or loss on the derivative 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 years ended
December 31, 2015 and 2014 are included in financing charges
as follows:
Year ended December 31
(millions of Canadian dollars)
Unrealized loss (gain) on hedged debt
Unrealized loss (gain) on fair value interest-rate swaps
Net unrealized loss (gain)
At December 31, 2015, Hydro One had $50 million (2014 –
$250 million) of notional amounts of fair value hedges outstanding
related to interest-rate swaps, with assets at fair value of $1 million
(2014 – $2 million). During the years ended December 31, 2015
and 2014, there was no significant impact on the results of
operations as a result of any ineffectiveness attributable to fair value
hedges.
Credit Risk
Financial assets create a risk that a counterparty will fail to discharge
an obligation, causing a financial loss. At December 31, 2015 and
2014, 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 significant amount of revenue from any single customer. At
December 31, 2015 and 2014, there was no significant accounts
receivable balance due from any single customer.
At December 31, 2015, the Company’s provision for bad debts was
$61 million (2014 – $66 million). Adjustments and write-offs were
determined on the basis of a review of overdue accounts, taking into
consideration historical experience. At December 31, 2015,
approximately 6% (2014 – 6%) of the Company’s net accounts
receivable were aged more than 60 days.
78 ANNUAL REPORT 2015 HYDRO ONE LIMITED
TSX: H
2015
2014
(1)
1
–
(3)
3
–
Hydro One manages its counterparty credit risk through various
techniques including: entering into transactions with highly-rated
counterparties; limiting total exposure levels with individual
counterparties consistent with the Company’s Board-approved Credit
Risk Policy; entering into master agreements which enable net
settlement and the contractual right of offset; and monitoring the
financial condition of counterparties. In addition to payment netting
language in master agreements, the Company establishes credit
limits, margining thresholds and collateral requirements for each
counterparty. Counterparty credit limits are based on an internal
credit review that considers a variety of factors, including the results of
a scoring model, leverage, liquidity, profitability, credit ratings and
risk management capabilities. The determination of credit exposure
for a particular counterparty is the sum of current exposure plus the
potential future exposure with that counterparty. The current exposure
is calculated as the sum of the principal value of money market
exposures and the market value of all contracts that have a positive
mark-to-market position on the measurement date. The Company
would offset the positive market values against negative values with
the same counterparty only where permitted by the existence of a
legal netting agreement such as an International Swap Dealers
Association master agreement. The potential future exposure
represents a safety margin to protect against future fluctuations of
interest rates, currencies, equities, and commodities. It is calculated
based on factors developed by the Bank of International Settlements,
following extensive historical analysis of random fluctuations of interest
rates and currencies. To the extent that a counterparty’s margining
thresholds are exceeded, the counterparty is required to post
collateral with the Company as specified in each agreement. The
Company monitors current and forward credit exposure to
counterparties both on an individual and an aggregate basis. The
Company’s credit risk for accounts receivable is limited to the
carrying amounts on the Consolidated Balance Sheets.
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
liquidity requirements using cash and cash equivalents on hand, funds
from operations, the issuance of commercial paper, and the revolving
standby facilities totaling $2,550 million. The short-term liquidity
under the Commercial Paper Program, and anticipated levels of funds
from operations should be sufficient to fund normal operating
requirements.
Derivative financial instruments result in exposure to credit risk since
there is a risk of counterparty default. The credit exposure of
derivative contracts, before collateral, is represented by the fair value
of contracts at the reporting date. At December 31, 2015, the
counterparty credit risk exposure on the fair value of these interest-rate
swap contracts was $1 million (2014 – $3 million). At
December 31, 2015, Hydro One’s credit exposure for all derivative
instruments, and applicable payables and receivables, had a credit
rating of investment grade, with one financial institution as the
counterparty.
At December 31, 2015, accounts payable and accrued liabilities in
the amount of $753 million (2014 – $784 million) were expected to
be settled in cash at their carrying amounts within the next 12 months.
At December 31, 2015, Hydro One Inc. had long-term debt in the
principal amount of $8,723 million (2014 – $8,923 million).
Principal repayments and related weighted average interest rates are
summarized by the number of years to maturity in the following table:
Years to Maturity
1 year
2 years
3 years
4 years
5 years
6 – 10 years
Over 10 years
Long-term Debt
Principal Repayments
(millions of Canadian dollars)
Weighted Average
Interest Rate
(%)
500
600
750
228
650
2,728
600
5,395
8,723
4.3
5.2
2.8
1.2
2.9
3.5
3.2
5.4
4.7
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Interest payments on long-term debt are summarized by year in the following table:
Year
2016
2017
2018
2019
2020
2021-2025
2026 +
Interest Payments
(millions of Canadian dollars)
S
T
A
T
E
M
E
N
T
S
397
386
355
332
322
1,792
1,496
4,080
7,368
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 79
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14. Capital Management
The Company’s objectives with respect to its capital structure are to
maintain effective access to capital on a long-term basis at
reasonable rates, and to deliver appropriate financial returns. In
order to ensure ongoing access to capital, the Company targets to
maintain strong credit quality. The Company considers its capital
structure to consist of shareholders’ equity, including preferred shares,
long-term debt, short-term notes payable, and cash and cash
equivalents. At December 31, 2015 and 2014, the Company’s
capital structure was as follows:
December 31
(millions of Canadian dollars)
Long-term debt payable within one year
Short-term notes payable
Less: cash and cash equivalents
Long-term debt
Preferred shares
Common shares
Retained earnings
Total capital
2015
500
1,491
94
1,897
8,224
418
5,623
3,806
9,429
2014
552
–
100
452
8,373
323
3,314
4,249
7,563
19,968
16,711
Hydro One Inc. has customary covenants typically associated with
long-term debt. Among other things, Hydro One Inc.’s long-term debt
and credit facility covenants limit the permissible debt to 75% of its
total capitalization, limit the ability to sell assets and impose a
negative pledge provision, subject to customary exceptions. At
December 31, 2015 and 2014, Hydro One Inc. was in compliance
with all of these covenants and limitations.
15. Pension and Post-retirement and
Post-Employment Benefits
Hydro One has a defined benefit pension plan, a supplementary
pension plan, and post-retirement and post-employment benefit plans.
The defined benefit pension plan (Pension Plan) is contributory and
covers all regular employees of Hydro One and its subsidiaries,
except employees of Haldimand Hydro and Woodstock Hydro.
Employees of Haldimand Hydro and Woodstock Hydro participate
in the OMERS Plan. The supplementary pension plan provides
members of the Pension Plan with benefits that would have been
earned and payable under the Pension Plan but for limitations
imposed by the Income Tax Act (Canada). The supplementary
pension plan obligation is included with other post-retirement and
post-employment benefit obligations on the Consolidated Balance
Sheets.
The OMERS Plan
Hydro One contributions to the OMERS Plan for the year ended
December 31, 2015 were $2 million (2014 – $2 million). At
December 31, 2015, Company contributions payable included in
accrued liabilities on the Consolidated Balance Sheets were less than
$1 million (2014 – less than $1 million). Hydro One contributions do
not represent more than 5% of total contributions to the OMERS Plan,
as indicated in OMERS’ most recently available annual report for the
year ended December 31, 2014.
At December 31, 2014, the OMERS Plan was 90.8% funded, with
an unfunded liability of $7.1 billion. This unfunded liability could
result in future payments by participating employers and members.
Hydro One future contributions could be increased substantially if
other entities withdraw from the plan.
Pension Plan, Post-Retirement and Post-
Employment Plans
The Pension Plan provides benefits based on highest three-year
average pensionable earnings. For new management employees
who commenced employment on or after January 1, 2004, and for
new Society of Energy Professionals-represented staff hired after
November 17, 2005, benefits are based on highest five-year
average pensionable earnings. After retirement, pensions are indexed
to inflation.
Company and employee contributions to the Pension Plan are based
on actuarial valuations performed at least every three years. Annual
Pension Plan contributions for 2015 of $177 million (2014 –
$174 million) were based on an actuarial valuation effective
December 31, 2013 and the expected level of pensionable
80 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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earnings. Estimated annual Pension Plan contributions for 2016 are
approximately $180 million, based on the actuarial valuation as at
December 31, 2013 and projected levels of pensionable earnings.
Future minimum contributions beyond 2016 will be based on an
actuarial valuation effective no later than December 31, 2016.
Contributions are payable one month in arrears. All of the
contributions are expected to be in the form of cash.
Hydro One recognizes the overfunded or underfunded status of the
Pension Plan, and post-retirement and post-employment benefit plans
(Plans) as an asset or liability on its Consolidated Balance Sheets,
with offsetting regulatory assets and liabilities as appropriate. The
underfunded benefit obligations for the Plans, in the absence of
regulatory accounting, would be recognized in AOCI. The impact of
changes in assumptions used to measure pension, post-retirement and
post-employment benefit obligations is generally recognized over the
expected average remaining service period of the employees. The
measurement date for the Plans is December 31.
Year ended December 31
(millions of Canadian dollars)
Change in projected benefit obligation
Projected benefit obligation, beginning of year
Current service cost
Interest cost
Benefits paid
Net actuarial loss (gain)
Change due to Hydro One Brampton spin-off
Projected benefit obligation, end of year
Change in plan assets
Fair value of plan assets, beginning of year
Actual return on plan assets
Benefits paid
Employer contributions
Employee contributions
Administrative expenses
Fair value of plan assets, end of year
Pension Benefits
2015
2014
Post-Retirement and
Post-Employment Benefits
2014
2015
7,535
186
302
(334)
(6)
–
6,576
145
312
(319)
821
–
1,582
43
64
(47)
(27)
(5)
1,531
41
73
(45)
(18)
–
7,683
7,535
1,610
1,582
6,299
582
(334)
177
40
(33)
5,731
703
(319)
174
35
(25)
6,731
6,299
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Unfunded status
952
1,236
1,610
1,582
Hydro One presents its benefit obligations and plan assets net on its Consolidated Balance Sheets within the following line items:
December 31
(millions of Canadian dollars)
Accrued liabilities
Pension benefit liability
Post-retirement and post-employment benefit liability
Unfunded status
Pension Benefits
2015
2014
–
952
–
952
–
1,236
–
1,236
Post-Retirement and
Post-Employment Benefits
2014
2015
50
–
1,560
1,610
49
–
1,533
1,582
The funded or unfunded status of the pension, post-retirement and
post-employment benefit plans refers to the difference between the fair
value of plan assets and the projected benefit obligations for the
Plans. The funded/unfunded status changes over time due to several
factors, including contribution levels, assumed discount rates and
actual returns on plan assets.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 81
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The following table provides the projected benefit obligation (PBO), accumulated benefit obligation (ABO) and fair value of plan assets for the
Pension Plan:
December 31
(millions of Canadian dollars)
PBO
ABO
Fair value of plan assets
2015
7,683
7,020
6,731
2014
7,535
6,887
6,299
On an ABO basis, the Pension Plan was funded at 96% at
December 31, 2015 (2014 – 91%). On a PBO basis, the Pension
Plan was funded at 88% at December 31, 2015 (2014 – 84%). The
ABO differs from the PBO in that the ABO includes no assumption
about future compensation levels.
Components of Net Periodic Benefit Costs
The following table provides the components of the net periodic benefit costs for the years ended December 31, 2015 and 2014 for the Pension
Plan:
Year ended December 31
(millions of Canadian dollars)
Current service cost, net of employee contributions
Interest cost
Expected return on plan assets, net of expenses
Actuarial loss amortization
Prior service cost amortization
Net periodic benefit costs
Charged to results of operations1
2015
2014
146
302
(406)
119
2
163
81
110
312
(369)
103
2
158
81
1 The Company follows the cash basis of accounting consistent with the inclusion of pension costs in OEB-approved rates. During the year ended
December 31, 2015, pension costs of $177 million (2014 – $174 million) were attributed to labour, of which $81 million (2014 – $81 million) was
charged to operations, and $96 million (2014 – $93 million) was capitalized as part of the cost of property, plant and equipment and intangible assets.
The following table provides the components of the net periodic benefit costs for the years ended December 31, 2015 and 2014 for the post-
retirement and post-employment benefit plans:
Year ended December 31
(millions of Canadian dollars)
Current service cost, net of employee contributions
Interest cost
Actuarial loss amortization
Prior service cost amortization
Net periodic benefit costs
Charged to results of operations
2015
2014
43
64
14
–
121
55
41
73
18
2
134
62
Assumptions
The measurement of the obligations of the Plans and the costs of
providing benefits under the Plans involves various factors, including
the development of valuation assumptions and accounting policy
elections. When developing the required assumptions, the Company
considers historical information as well as future expectations. The
measurement of benefit obligations and costs is impacted by several
assumptions including the discount rate applied to benefit obligations,
the long-term expected rate of return on plan assets, Hydro One’s
expected level of contributions to the Plans, the incidence of mortality,
the expected remaining service period of plan participants, the level
of compensation and rate of compensation increases, employee age,
length of service, and the anticipated rate of increase of health care
costs, among other factors. The impact of changes in assumptions
82 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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used to measure the obligations of the Plans is generally recognized
over the expected average remaining service period of the plan
participants. In selecting the expected rate of return on plan assets,
Hydro One considers historical economic indicators that impact asset
returns, as well as expectations regarding future long-term capital
market performance, weighted by target asset class allocations. In
general, equity securities, real estate and private equity investments
are forecasted to have higher returns than fixed-income securities.
The following weighted average assumptions were used to determine
the benefit obligations at December 31, 2015 and 2014:
Year ended December 31
Significant assumptions:
Weighted average discount rate
Rate of compensation scale escalation (without merit)
Rate of cost of living increase
Rate of increase in health care cost trends1
Pension Benefits
2015
2014
Post-Retirement and
Post-Employment Benefits
2014
2015
4.00%
2.50%
2.00%
–
4.00%
2.50%
2.00%
–
4.10%
2.50%
2.00%
4.36%
4.00%
2.50%
2.00%
4.36%
1 6.38% per annum in 2016, grading down to 4.36% per annum in and after 2031 (2014 – 6.52% in 2015, grading down to 4.36% per annum in and
after 2031)
The following weighted average assumptions were used to determine the net periodic benefit costs for the years ended December 31, 2015 and
2014. Assumptions used to determine current year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic
benefit costs.
Year ended December 31
Pension Benefits:
Weighted average expected rate of return on plan assets
Weighted average discount rate
Rate of compensation scale escalation (without merit)
Rate of cost of living increase
Average remaining service life of employees (years)
Post-Retirement and Post-Employment Benefits:
Weighted average discount rate
Rate of compensation scale escalation (without merit)
Rate of cost of living increase
Average remaining service life of employees (years)
Rate of increase in health care cost trends1
2015
2014
6.50%
4.00%
2.50%
2.00%
13
4.00%
2.50%
2.00%
13.8
4.36%
6.50%
4.75%
2.50%
2.00%
11
4.75%
2.50%
2.00%
12
4.39%
1 6.52% per annum in 2015, grading down to 4.36% per annum in and after 2031 (2014 – 6.81% in 2014, grading down to 4.39% per annum in and after
2031)
The discount rate used to determine the current year pension
obligation and the subsequent year’s net periodic benefit costs is
based on a yield curve approach. Under the yield curve approach,
expected future benefit payments for each plan are discounted by a
rate on a third party bond yield curve corresponding to each
duration. The yield curve is based on “AA” long-term corporate
bonds. A single discount rate is calculated that would yield the same
present value as the sum of the discounted cash flows.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 83
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The effect of a 1% change in health care cost trends on the projected benefit obligation for the post-retirement and post-employment benefits at
December 31, 2015 and 2014 is as follows:
December 31
(millions of Canadian dollars)
Projected benefit obligation:
Effect of a 1% increase in health care cost trends
Effect of a 1% decrease in health care cost trends
2015
2014
252
(196)
248
(193)
The effect of a 1% change in health care cost trends on the service cost and interest cost for the post-retirement and post-employment benefits for
the years ended December 31, 2015 and 2014 is as follows:
Year ended December 31
(millions of Canadian dollars)
Service cost and interest cost:
Effect of a 1% increase in health care cost trends
Effect of a 1% decrease in health care cost trends
2015
2014
22
(16)
23
(17)
The following approximate life expectancies were used in the mortality assumptions to determine the projected benefit obligations for the pension
and post-retirement and post-employment plans at December 31, 2015 and 2014:
December 31, 2015
Life expectancy at 65 for a member currently at
Age 65
Age 45
December 31, 2014
Life expectancy at 65 for a member currently at
Age 65
Age 45
Male
23
Female
25
Male
24
Female
26
Male
23
Female
25
Male
24
Female
26
Estimated Future Benefit Payments
At December 31, 2015, estimated future benefit payments to the participants of the Plans were:
(millions of Canadian dollars)
2016
2017
2018
2019
2020
2021 through to 2025
Total estimated future benefit payments through to 2025
Pension Benefits
Post-Retirement and
Post-Employment Benefits
316
328
339
350
360
1,928
3,621
53
55
57
59
61
342
627
84 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Components of Regulatory Assets
A portion of actuarial gains and losses and prior service costs is
recorded within regulatory assets on Hydro One’s Consolidated
Balance Sheets to reflect the expected regulatory inclusion of these
amounts in future rates, which would otherwise be recorded in OCI.
The following table provides the actuarial gains and losses and prior
service costs recorded within regulatory assets:
Year ended December 31
(millions of Canadian dollars)
Pension Benefits:
Actuarial loss (gain) for the year
Actuarial loss amortization
Prior service cost amortization
Post-Retirement and Post-Employment Benefits:
Actuarial loss (gain) for the year
Actuarial loss amortization
Prior service cost amortization
2015
2014
(181)
(119)
(2)
(302)
(27)
(14)
–
(41)
511
(103)
(2)
406
(18)
(18)
(2)
(38)
The following table provides the components of regulatory assets that have not been recognized as components of net periodic benefit costs for
the years ended December 31, 2015 and 2014:
Year ended December 31
(millions of Canadian dollars)
Pension Benefits:
Prior service cost
Actuarial loss
Post-Retirement and Post-Employment Benefits:
Actuarial loss
2015
2014
–
952
952
240
240
2
1,234
1,236
273
273
The following table provides the components of regulatory assets at December 31 that are expected to be amortized as components of net
periodic benefit costs in the following year:
December 31
(millions of Canadian dollars)
Prior service cost
Actuarial loss
Pension Benefits
2015
–
96
96
2014
2
119
121
Post-Retirement and
Post-Employment Benefits
2014
2015
–
8
8
–
10
10
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 85
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Pension Plan Assets
Investment Strategy
On a regular basis, Hydro One evaluates its investment strategy to
ensure that Pension Plan assets will be sufficient to pay Pension Plan
benefits when due. As part of this ongoing evaluation, Hydro One
may make changes to its targeted asset allocation and investment
strategy. The Pension Plan is managed at a net asset level. The main
objective of the Pension Plan is to sustain a certain level of net assets
in order to meet the pension obligations of the Company. The
Pension Plan fulfills its primary objective by adhering to specific
investment policies outlined in its Summary of Investment Policies and
Procedures (SIPP), which is reviewed and approved by the Human
Resource Committee of Hydro One’s Board of Directors. The
Company manages net assets by engaging knowledgeable external
investment managers who are charged with the responsibility of
investing existing funds and new funds (current year’s employee and
employer contributions) in accordance with the approved SIPP. The
performance of the managers is monitored through a governance
structure. Increases in net assets are a direct result of investment
income generated by investments held by the Pension Plan and
contributions to the Pension Plan by eligible employees and by the
Company. The main use of net assets is for benefit payments to
eligible Pension Plan members.
Pension Plan Asset Mix
At December 31, 2015, the Pension Plan target asset allocations and weighted average asset allocations were as follows:
Equity securities
Debt securities
Other1
1 Other investments include real estate and infrastructure investments.
At December 31, 2015, the Pension Plan held $9 million Hydro
One corporate bonds (2014 – $nil) and $420 million of debt
securities of the Province (2014 – $340 million).
Concentrations of Credit Risk
Hydro One evaluated its Pension Plan’s asset portfolio for the
existence of significant concentrations of credit risk as at
December 31, 2015 and 2014. Concentrations that were evaluated
include, but are not limited to, investment concentrations in a single
entity, concentrations in a type of industry, and concentrations in
individual funds. At December 31, 2015 and 2014, there were no
Target Allocation (%) Pension Plan Assets (%)
55.0
35.0
10.0
100.0
58.2
36.4
5.4
100.0
significant concentrations (defined as greater than 10% of plan assets)
of risk in the Pension Plan’s assets.
The Pension Plan manages its counterparty credit risk with respect to
bonds by investing in investment-grade and government bonds and
with respect to derivative instruments by transacting only with financial
institutions rated at least “A+” by Standard & Poor’s Rating Services,
DBRS Limited, and Fitch Ratings Inc., and “A1” by Moody’s Investors
Service, and also by utilizing exposure limits to each counterparty
and ensuring that exposure is diversified across counterparties. The
risk of default on transactions in listed securities is considered
minimal, as the trade will fail if either party to the transaction does not
meet its obligation.
86 ANNUAL REPORT 2015 HYDRO ONE LIMITED
TSX: H
Fair Value Measurements
The following tables present the Pension Plan assets measured and recorded at fair value on a recurring basis and their level within the fair value
hierarchy at December 31, 2015 and 2014:
December 31, 2015
(millions of Canadian dollars)
Pooled funds
Cash and cash equivalents
Short-term securities
Real estate
Corporate shares – Canadian
Corporate shares – Foreign
Bonds and debentures – Canadian
Bonds and debentures – Foreign
Total fair value of plan assets1
Level 1
–
191
–8
–
923
2,931
–
–
4,045
Level 2
23
–
0
–
–
–
2,074
199
2,376
Level 3
299
–
–
2
–
–
–
–
301
Total
322
191
80
2
923
2,931
2,074
199
6,722
1 At December 31, 2015, the total fair value of Pension Plan assets excludes $27 million of interest and dividends receivable, and $18 million relating to
accruals for pension administration expense and foreign exchange contracts payable.
December 31, 2014
(millions of Canadian dollars)
Pooled funds
Cash and cash equivalents
Short-term securities
Real estate
Corporate shares – Canadian
Corporate shares – Foreign
Bonds and debentures – Canadian
Bonds and debentures – Foreign
Total fair value of plan assets1
Level 1
–
166
–
–
1,008
2,766
–
–
3,940
Level 2
18
–
176
–
–
–
1,799
211
2,204
Level 3
142
–
–
2
–
–
–
–
144
Total
160
166
176
2
1,008
2,766
1,799
211
6,288
1 At December 31, 2014, the total fair value of Pension Plan assets excludes $18 million of interest and dividends receivable, and $7 million relating to
accruals for pension administration expense.
See Note 13 – Fair Value of Financial Instruments and Risk Management for a description of levels within the fair value hierarchy.
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 years ended December 31,
2015 and 2014. The Pension Plan classifies financial instruments as
Level 3 when the fair value is measured based on at least one
significant input that is not observable in the markets or due to lack of
liquidity in certain markets. The gains and losses presented in the
table below may include changes in fair value based on both
observable and unobservable inputs.
Year ended December 31 (millions of Canadian dollars)
2015
2014
Fair value, beginning of year
Realized and unrealized gains
Purchases
Sales and disbursements
Fair value, end of year
144
51
106
–
301
119
30
23
(28)
144
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 87
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There were no significant transfers between any of the fair value
levels during the years ended December 31, 2015 and 2014.
The Company performs sensitivity analysis for fair value measurements
classified in Level 3, substituting the unobservable inputs with one or
more reasonably possible alternative assumptions. These sensitivity
analyses resulted in negligible changes in the fair value of financial
instruments classified in this level.
Valuation Techniques Used to Determine Fair
Value
Pooled Funds
The pooled fund category mainly consists of private equity, real
estate and infrastructure investments. Private equity investments
represent private equity funds that invest in operating companies that
are not publicly traded on a stock exchange. Investment strategies in
private equity include limited partnerships in businesses that are
characterized by high internal growth and operational efficiencies,
venture capital, leveraged buyouts and special situations such as
distressed investments. Real estate and infrastructure investments
represent funds that invest in real assets which are not publicly traded
on a stock exchange. Investment strategies in real estate include
limited partnerships that seek to generate a total return through
income and capital growth by investing primarily in global and
Canadian limited partnerships. Investment strategies in infrastructure
include limited partnerships in core infrastructure assets focusing on
assets that generate stable, long-term cash flows and deliver
incremental returns relative to conventional fixed-income investments.
Private equity, real estate and infrastructure valuations are reported by
the fund manager and are based on the valuation of the underlying
investments which includes inputs such as cost, operating results,
discounted future cash flows and market-based comparable data.
Since these valuation inputs are not highly observable, private equity
and infrastructure investments have been categorized as Level 3
within pooled funds.
Year ended December 31, 2015
(millions of Canadian dollars)
Environmental liabilities, January 1
Interest accretion
Expenditures
Revaluation adjustment
Environmental liabilities, December 31
Less: current portion
88 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Cash Equivalents
Demand cash deposits held with banks and cash held by the
investment managers are considered cash equivalents and are
included in the fair value measurements hierarchy as Level 1.
Short-Term Securities
Short-term securities are valued at cost plus accrued interest, which
approximates fair value due to their short-term nature. Short-term
securities have been categorized as Level 2.
Real Estate
Real estate investments represent investments in holding companies
that invest in real estate properties. The investments in the holding
companies are valued using net asset values reported by the fund
manager. Real estate investments are categorized as Level 3.
Corporate Shares
Corporate shares are valued based on quoted prices in active
markets and are categorized as Level 1. Investments denominated in
foreign currencies are translated into Canadian currency at year-end
rates of exchange.
Bonds and Debentures
Bonds and debentures are presented at published closing trade
quotations, and are categorized as Level 2.
16. Environmental Liabilities
The following tables show the movements in environmental liabilities
for the years ended December 31, 2015 and 2014:
Land
Assessment
and
Remediation
67
2
(11)
1
59
10
49
PCB
172
8
(8)
(24)
148
12
136
Total
239
10
(19)
(23)
207
22
185
Year ended December 31, 2014
(millions of Canadian dollars)
Environmental liabilities, January 1
Interest accretion
Expenditures
Revaluation adjustment
Environmental liabilities, December 31
Less: current portion
Land
Assessment and
Remediation
65
2
(13)
13
67
10
57
PCB
201
9
(5)
(33)
172
8
164
Total
266
1 1
(18)
(20)
239
18
221
The following tables show the reconciliation between the
undiscounted basis of the environmental liabilities and the amount
recognized on the Consolidated Balance Sheets after factoring in the
discount rate:
Land
Assessment and
Remediation
61
2
59
Land
Assessment and
Remediation
70
3
67
PCB
168
20
148
PCB
195
23
172
December 31, 2015
(millions of Canadian dollars)
Undiscounted environmental liabilities
Less: discounting accumulated liabilities to present value
Discounted environmental liabilities
December 31, 2014
(millions of Canadian dollars)
Undiscounted environmental liabilities
Less: discounting accumulated liabilities to present value
Discounted environmental liabilities
At December 31, 2015, the estimated future environmental expenditures were as follows:
(millions of Canadian dollars)
2016
2017
2018
2019
2020
Thereafter
Total
229
22
207
Total
265
26
239
22
25
26
28
30
98
229
Hydro One records a liability for the estimated future expenditures for
land assessment and remediation and for the phase-out and
destruction of PCB-contaminated mineral oil removed from electrical
equipment when it is determined that future environmental remediation
expenditures are probable under existing statute or regulation and the
amount of the future expenditures can be reasonably estimated.
There are uncertainties in estimating future environmental costs due to
potential external events such as changes in legislation or regulations,
and advances in remediation technologies. In determining the
amounts to be recorded as environmental liabilities, the Company
estimates the current cost of completing required work and makes
assumptions as to when the future expenditures will actually be
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 89
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
incurred, in order to generate future cash flow information. A long
term inflation rate assumption of approximately 2% has been used to
express these current cost estimates as estimated future expenditures.
Future expenditures have been discounted using factors ranging from
approximately 2.0% to 6.3%, depending on the appropriate rate for
the period when expenditures are expected to be incurred. All factors
used in estimating the Company’s environmental liabilities represent
management’s best estimates of the present value of costs required to
meet existing legislation or regulations. However, it is reasonably
possible that numbers or volumes of contaminated assets, cost
estimates to perform work, inflation assumptions and the assumed
pattern of annual cash flows may differ significantly from the
Company’s current assumptions. In addition, with respect to the PCB
environmental liability, the availability of critical resources such as
skilled labour and replacement assets and the ability to take
maintenance outages in critical facilities may influence the timing of
expenditures.
PCBs
The Environment Canada regulations, enacted under the Canadian
Environmental Protection Act, 1999, govern the management,
storage and disposal of PCBs based on certain criteria, including
type of equipment, in-use status, and PCB-contamination thresholds.
Under current regulations, Hydro One’s PCBs have to be disposed of
by the end of 2025, with the exception of specifically exempted
equipment. Contaminated equipment will generally be replaced, or
will be decontaminated by removing PCB-contaminated insulating oil
and retro filling with replacement oil that contains PCBs in
concentrations of less than 2 ppm.
The Company’s best estimate of the total estimated future
expenditures to comply with current PCB regulations is $168 million
(2014 – $195 million). These expenditures are expected to be
incurred over the period from 2016 to 2025. As a result of its annual
review of environmental liabilities, the Company recorded a
revaluation adjustment in 2015 to reduce the PCB environmental
liability by $24 million (2014 – $33 million).
Land Assessment and Remediation
The Company’s best estimate of the total estimated future
expenditures to complete its land assessment and remediation
program is $61 million (2014 –$70 million). These expenditures are
expected to be incurred over the period from 2016 to 2023. As a
result of its annual review of environmental liabilities, the Company
recorded a revaluation adjustment in 2015 to increase the land
assessment and remediation environmental liability by $1 million
(2014 – $13 million).
90 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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17. Asset Retirement Obligations
Hydro One records a liability for the estimated future expenditures for
the removal and disposal of asbestos-containing materials installed in
some of its facilities and for the decommissioning of specific switching
stations located on unowned sites. Asset retirement obligations, which
represent legal obligations associated with the retirement of certain
tangible long-lived assets, are computed as the present value of the
projected expenditures for the future retirement of specific assets and
are recognized in the period in which the liability is incurred, if a
reasonable estimate of fair value can be made. If the asset remains in
service at the recognition date, the present value of the liability is
added to the carrying amount of the associated asset in the period
the liability is incurred and this additional carrying amount is
depreciated over the remaining life of the asset. If an asset retirement
obligation is recorded in respect of an out-of-service asset, the asset
retirement cost is charged to results of operations. Subsequent to the
initial recognition, the liability is adjusted for any revisions to the
estimated future cash flows associated with the asset retirement
obligation, which can occur due to a number of factors including, but
not limited to, cost escalation, changes in technology applicable to
the assets to be retired, changes in legislation or regulations, as well
as for accretion of the liability due to the passage of time until the
obligation is settled. Depreciation expense is adjusted prospectively
for any increases or decreases to the carrying amount of the
associated asset.
In determining the amounts to be recorded as asset retirement
obligations, the Company estimates the current fair value for
completing required work and makes assumptions as to when the
future expenditures will actually be incurred, in order to generate
future cash flow information. A long-term inflation assumption of
approximately 2% has been used to express these current cost
estimates as estimated future expenditures. Future expenditures have
been discounted using factors ranging from approximately 3.0% to
5.0%, depending on the appropriate rate for the period when
expenditures are expected to be incurred. All factors used in
estimating the Company’s asset retirement obligations represent
management’s best estimates of the cost required to meet existing
legislation or regulations. However, it is reasonably possible that
numbers or volumes of contaminated assets, cost estimates to perform
work, inflation assumptions and the assumed pattern of annual cash
flows may differ significantly from the Company’s current assumptions.
Asset retirement obligations are reviewed annually or more frequently
if significant changes in regulations or other relevant factors occur.
Estimate changes are accounted for prospectively.
At December 31, 2015, Hydro One had recorded asset retirement
obligations of $9 million (2014 – $9 million), consisting of $8 million
(2014 – $8 million) related to the estimated future expenditures
associated with the removal and disposal of asbestos-containing
materials installed in some of its facilities, as well as $1 million
(2014 – $1 million) related to the future decommissioning and
removal of two switching stations. The amount of interest recorded is
nominal.
18. Share Capital
Common Shares
The Company is authorized to issue an unlimited number of common
shares. At December 31, 2015, the Company had 595,000,000
common shares issued and outstanding.
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 December 31, 2015, two series of
preferred shares are authorized for issuance: the Series 1 preferred
shares and the Series 2 preferred shares. At December 31, 2015,
the Company had 16,720,000 Series 1 preferred shares and no
Series 2 preferred shares issued and outstanding.
Hydro One may from time to time issue preferred shares in one or
more series. Prior to issuing shares in a series, the Hydro One Board
of Directors is required to fix the number of shares in the series and
determine the designation, rights, privileges, restrictions and
conditions attaching to that series of preferred shares. Holders of
Hydro One’s preferred shares are not entitled to receive notice of, to
attend or to vote at any meeting of the shareholders of Hydro One
except that votes may be granted to a series of preferred shares
when dividends have not been paid on any one or more series as
determined by the applicable series provisions. Each series of
preferred shares ranks on parity with every other series of preferred
shares, and are entitled to a preference over the common shares and
any other shares ranking junior to the preferred shares, with respect to
dividends and the distribution of assets and return of capital in the
event of the liquidation, dissolution or winding up of Hydro One.
For the period commencing from the date of issue of the Series 1
preferred shares and ending on and including November 19, 2020,
the holders of Series 1 preferred shares are entitled to receive fixed
cumulative preferential dividends of $1.0625 per share per year, if
and when declared by the Board of Directors, payable quarterly. The
dividend rate will reset on November 20, 2020 and every five years
thereafter at a rate equal to the sum of the then five-year Government
of Canada bond yield and 3.53%. The Series 1 preferred shares will
not be redeemable by Hydro One prior to November 20, 2020, but
will be redeemable by Hydro One on November 20, 2020 and on
November 20 of every fifth year thereafter at a redemption price
equal to $25.00 for each Series 1 preferred share redeemed, plus
any accrued or unpaid dividends. The holders of Series 1 preferred
shares will have the right, at their option, on November 20, 2020
and on November 20 of every fifth year thereafter, to convert all or
any of their Series 1 preferred shares into Series 2 preferred shares
on a one-for-one basis, subject to certain restrictions on conversion. At
December 31, 2015, Series 1 preferred dividends of $3 million or
$0.18 per share were in arrears.
The holders of Series 2 preferred shares will be entitled to receive
quarterly floating rate cumulative dividends, if and when declared by
the Board of Directors, at a rate equal to the sum of the then three-
month Government of Canada treasury bill rate and 3.53% as reset
quarterly. The Series 2 preferred shares will not be redeemable by
Hydro One prior to November 20, 2020, but will be redeemable
by Hydro One at a redemption price equal to $25.00 for each
Series 2 preferred share redeemed, if redeemed on November 20,
2025 or on November 20 of every fifth year thereafter, or $25.50
for each Series 2 preferred share redeemed, if redeemed on any
other date after November 20, 2020, in each case plus any
accrued or unpaid dividends. The holders of Series 2 preferred
shares will have the right, at their option, on November 20, 2025
and on November 20 of every fifth year thereafter, to convert all or
any of their Series 2 preferred shares into Series 1 preferred shares
on a one-for-one basis, subject to certain restrictions on conversion.
Prior to October 31, 2015, the Company had 12,920,000 issued
and outstanding 5.5% cumulative preferred shares held by the
Province, with a redemption value of $25 per share or $323 million
total value. These preferred shares were entitled to an annual
cumulative dividend of $18 million, or $1.375 per share, which was
payable on a quarterly basis. These preferred shares had conditions
for their redemption that were outside the control of the Company
because the Province could exercise its right to redeem in the event of
change in ownership without approval of the Company’s Board of
Directors. At December 31, 2014, these preferred shares were
classified on the Consolidated Balance Sheet as temporary equity
because the redemption feature was outside the control of the
Company. On October 31, 2015, these preferred shares were
purchased and cancelled by Hydro One Inc. See “Reorganization”
below for further details.
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 91
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Reorganization
Prior to the completion of the IPO, Hydro One and Hydro One Inc.
completed a series of transactions (Pre-IPO Transactions) that resulted
in, among other things, on October 31, 2015, Hydro One acquiring
all of the issued and outstanding shares of Hydro One Inc. from the
Province and issuing new common shares and preferred shares to the
Province.
The following tables present the changes to common and preferred
shares as a result of Pre-IPO Transactions, as well as the movement in
the number of common and preferred shares during the year ended
December 31, 2015. There was no movement in common or
preferred shares during the year ended December 31, 2014.
(millions of Canadian dollars)
Common Shares
Equity
Temporary Equity
Preferred Shares
Common shares issued – purchase and cancellation of preferred shares (c)
Acquisition of Hydro One Inc. (d)
Common shares of Hydro One Inc. acquired by Hydro One
Common shares of Hydro One issued to Province
Preferred shares of Hydro One issued to Province
Common shares issued (e)
Total Pre-IPO Transactions adjustment
323
(3,441)
3,023
–
2,600
2,505
–
–
–
418
–
418
(323)
–
–
–
–
(323)
(number of shares)
Number of shares – January 1, 2015 (a)
Common shares issued (b)
Pre-IPO Transactions:
Common shares issued – purchase and cancellation of preferred shares (c)
Acquisition of Hydro One Inc.(d)
Common shares of Hydro One Inc. acquired by Hydro One
Common shares of Hydro One issued to Province
Preferred shares of Hydro One issued to Province
Common shares issued (e)
Common shares consolidation (f)
Number of shares – December 31, 2015
Common Shares
Equity
Temporary Equity
Preferred Shares
100,000
100,000
2,640
–
–
–
12,920,000
–
(12,920,000)
(102,640)
12,197,500,000
–
2,600,000,000
(14,202,600,000)
–
–
16,720,000
–
–
595,000,000
16,720,000
–
–
–
–
–
–
(a) At January 1, 2015, all common and preferred shares represent the shares of Hydro One Inc.
(b) On August 31, 2015, Hydro One was incorporated under the Business Corporations Act (Ontario) and issued 100,000 common shares to the Province for
proceeds of $100,000.
(c) On October 31, 2015, Hydro One Inc. purchased and cancelled 12,920,000 preferred shares of Hydro One Inc. previously held by the Province for
cancellation at a price equal to the redemption price of the preferred shares totaling $323 million, which was satisfied by the issuance to the Province of
2,640 common shares of Hydro One Inc.
(d) On October 31, 2015, all of the issued and outstanding common shares of Hydro One Inc. were acquired by Hydro One from the Province in return for
12,197,500,000 common shares of Hydro One and 16,720,000 Series 1 preferred shares of Hydro One.
(e) On November 4, 2015, Hydro One issued 2.6 billion common shares to the Province for proceeds of $2.6 billion.
(f) On November 4, 2015, the common shares of Hydro One were consolidated by way of articles of amendment approved by the Province as sole
shareholder so that, after such consolidation, 595,000,000 common shares of Hydro One were issued and outstanding.
Share Ownership Restrictions
The Electricity Act imposes share ownership restrictions on securities of
Hydro One carrying a voting right (Voting Securities). These
restrictions provide that no person or company (or combination of
persons or companies acting jointly or in concert) may beneficially
own or exercise control or direction over more than 10% of any class
or series of Voting Securities, including common shares of the
Company (Share Ownership Restrictions). The Share Ownership
Restrictions do not apply to Voting Securities held by the Province, nor
to an underwriter who holds Voting Securities solely for the purpose of
distributing those securities to purchasers who comply with the Share
Ownership Restrictions.
92 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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19. Dividends
20. Earnings Per Share
In 2015, preferred share dividends in the amount of $13 million
(2014 – $18 million) and common share dividends in the amount of
$875 million (2014 – $269 million) were declared.
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.
In August 2015, Hydro One declared a dividend in-kind on its
common shares payable in all of the issued and outstanding shares of
Hydro One Brampton. See Note 4 – Business Combinations.
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 share grant plans, which is calculated using the
treasury stock method.
Year ended December 31
Net income attributable to common shareholders (millions of Canadian dollars)
2015
690
2014
731
Weighted average number of shares
Basic
Effect of dilutive share grant plans (Note 21)
Diluted
EPS
Basic
Diluted
496,272,733
94,691
477,837,100
–
496,367,424
477,837,100
$1.39
$1.39
$1.53
$1.53
Pro forma Adjusted non-GAAP Basic and
Diluted EPS
The following pro forma adjusted non-GAAP basic and diluted EPS
has been prepared by management on a supplementary basis which
assumes that the total number of common shares outstanding was
595,000,000 in each of the years ended December 31, 2015 and
2014. The supplementary pro forma disclosure is used internally by
management subsequent to the IPO of Hydro One to assess the
Company’s performance and is considered useful because it
eliminates the impact of the issuance of common shares to the
Province prior to the IPO. Prior to the IPO, the Province was the sole
shareholder of Hydro One and disclosure of EPS did not provide
meaningful information. EPS is considered an important measure and
management believes that presenting it for all periods based on the
number of outstanding shares on, and subsequent to, the IPO
provides users with a basis to evaluate the operations of the
Company with comparable companies.
Year ended December 31
(unaudited)
Net income attributable to common shareholders (millions of Canadian dollars)
Pro forma weighted average number of common shares
Basic
Effect of dilutive share grant plans (Note 21)
Diluted
Pro forma adjusted non-GAAP EPS
Basic
Diluted
The above pro forma adjusted non-GAAP basic and diluted EPS does
not have any standardized meaning in US GAAP.
2015
690
2014
731
595,000,000
94,691
595,000,000
–
595,094,691
595,000,000
$1.16
$1.16
$1.23
$1.23
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 93
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Stock-based Compensation
Share Grant Plans
At December 31, 2015, Hydro One had two 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 Energy Professionals (the Society Share Grant Plan).
The PWU Share Grant Plan provides for the issuance of common
shares of Hydro One from treasury to certain eligible members of the
Power Workers’ Union annually, commencing on April 1, 2017 and
continuing until the earlier of April 1, 2028 or the date an eligible
employee no longer meets the eligibility criteria of the PWU Share
Grant Plan. To be eligible, an employee must be a member of the
Pension Plan on April 1, 2015, be employed on the date annual
share issuance occurs and continue to have under 35 years of
service. The requisite service period for the PWU share grant plan
begins on July 3, 2015, which is the date the share grant plans were
ratified by the PWU. The number of common shares issued annually
to each eligible employee will be equal to 2.7% of such eligible
employee’s salary as at April 1, 2015, divided by $20.50, being
the price of the common shares of Hydro One in the IPO. The
aggregate number of common shares issuable under the PWU Share
Grant Plan shall not exceed 3,981,763 common shares. In 2015,
3,979,062 common shares were granted under the PWU Share
Grant Plan.
The Society Share Grant Plan provides for the issuance of common
shares of Hydro One from treasury to certain eligible members of The
Society of Energy Professionals annually, commencing on April 1,
2018 and continuing until the earlier of April 1, 2029 or the date an
eligible employee no longer meets the eligibility criteria of the Society
Years ended December 31, 2015
Outstanding – beginning of year
Granted (non-vested)
Outstanding – end of year
Share Grant Plan. To be eligible, an employee must be a member of
the Pension Plan on September 1, 2015, be employed on the date
annual share issuance occurs and continue to have under 35 years of
service. Therefore the requisite service period for the Society Share
Grant Plan begins on September 1, 2015. The number of common
shares issued annually to each eligible employee will be equal to
2.0% of such eligible employee’s salary as at September 1, 2015,
divided by $20.50, being the price of the common shares of Hydro
One in the IPO. The aggregate number of common shares issuable
under the Society Share Grant Plan shall not exceed 1,434,686
common shares. In 2015, 1,433,292 common shares were granted
under the Society Share Grant Plan.
The fair value of the share grants is estimated based on the grant
date share price of $20.50 and is recognized using the graded-
vesting attribution method as the share grant plans have both a
performance condition and a service condition. Total fair value of
shares granted in 2015 is $111 million (2014 – $nil). Total share
based compensation recognized during 2015 was $10 million
(2014 – $nil) and was recorded as a regulatory asset. The historical
turnover rate relating to members of the Power Workers’ Union and
The Society of Energy Professionals is not believed to be reflective of
a future turnover rate due to benefits conferred by the share grant
plans. At December 31, 2015 the Company expects all eligible
employees to receive the share grants until such time that they no
longer meet the eligibility criteria and therefore, a forfeiture rate of 0%
is assumed in amounts recognized during 2015. The Company will
reevaluate this assumption in subsequent periods based on actual
experience.
A summary of share grant activity under the Plan as of December 31,
2015 is presented below:
Share
Grants
(Number)
–
5,412,354
5,412,354
Weighted-
Average
Price
–
$20.50
–
Directors’ DSU Plan
Under the Company’s Directors’ DSU Plan, directors can elect to
receive credit for their annual cash retainer in a notional account of
DSUs in lieu of cash. Hydro One’s Board of Directors may also
determine from time to time that special circumstances exist that would
reasonably justify the grant of DSUs to a director as compensation in
addition to any regular retainer or fee to which the director is entitled.
94 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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Each DSU represents a unit with an underlying value equivalent to the
value of one common share of the Company and is entitled to accrue
common share dividend equivalents in the form of additional DSUs at
the time dividends are paid, subsequent to declaration by Hydro
One’s Board of Directors.
(number of DSUs)
DSUs outstanding – January 1
DSUs granted
DSUs outstanding – December 31
2015
–
20,525
20,525
2014
–
–
–
For the year ended December 31, 2015, an expense of less than
$1 million (2014 – $nil) was recognized in earnings with respect to
the DSU Plan. At December 31, 2015, a liability of less than $1
million (December 31, 2014 – $nil), related to outstanding DSUs has
been recorded at the closing price of the Company’s common shares
of $22.29 and is included in accrued liabilities on the Balance
Sheet.
The LTIP provides flexibility to award a range of vehicles, including
restricted share units, performance share units, stock options, share
appreciation rights, restricted shares, deferred share units and other
share-based awards. The mix of vehicles is intended to vary by role
to recognize the level of executive accountability for overall business
performance. No long-term incentives were awarded during 2015.
Employee Share Ownership Plan
Effective December 15, 2015, Hydro One established an Employee
Share Ownership Plan (ESOP). Under the ESOP, certain eligible
management and non-represented employees may contribute
between 1% and 6% of their base salary towards purchasing
common shares of Hydro One. The Company will match 50% of the
employee’s contributions, up to a maximum Company contribution of
$25,000 per calendar year. No contributions were made under the
ESOP during 2015.
Long-term Incentive Plan
Effective August 31, 2015, the Board of Directors of Hydro One
adopted a Long-term Incentive Plan (LTIP). Under the LTIP, long-term
incentives will be granted to certain executive and management
employees, and all equity-based awards will be settled in newly-
issued shares of Hydro One from treasury, consistent with the
provisions of the plan. The aggregate number of shares issuable
under the LTIP shall not exceed 11,900,000 shares.
Year ended December 31, 2015
(millions of Canadian dollars)
Noncontrolling interest – January 1, 2015
Distributions to noncontrolling interest
Net income attributable to noncontrolling interest
Noncontrolling interest – December 31, 2015
22. Noncontrolling Interest
On December 16, 2014, the relevant Bruce to Milton Line
transmission assets totalling $526 million were transferred from Hydro
One Networks to B2M LP. This was financed by 60% debt ($316
million) and 40% equity ($210 million). On December 17, 2014,
the Saugeen Ojibway Nation (SON) acquired a 34.2% equity
interest in B2M LP for consideration of $72 million, representing the
fair value of the equity interest acquired. The SON’s initial investment
in B2M LP consists of $50 million of Class A units and $22 million of
Class B units.
The Class B units have a mandatory put option which requires that
upon the occurrence of an enforcement event (i.e. an event of default
such as a debt default by the SON or insolvency event), Hydro One
purchase the Class B units of B2M LP for net book value on the
redemption date. The noncontrolling interest relating to the Class B
units is classified on the Consolidated Balance Sheet as temporary
equity because the redemption feature is outside the control of the
Company. The balance of the noncontrolling interest is classified
within equity.
The following tables show the movements in noncontrolling interest for
the years ended December 31, 2015 and December 31, 2014:
Temporary
Equity
Equity
Total
21
(1)
3
23
49
(4)
7
52
70
(5)
10
75
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Year ended December 31, 2014
(millions of Canadian dollars)
Noncontrolling interest – January 1, 2014
Amount contributed by noncontrolling interest
Net income (loss) attributable to noncontrolling interest
Noncontrolling interest – December 31, 2014
Temporary
Equity
–
22
(1)
21
Equity
Total
–
50
(1)
49
–
72
(2)
70
23. Related Party Transactions
The Province is the majority shareholder of Hydro One. The OEFC,
IESO, Ontario Power Generation Inc. (OPG), the OEB, and Hydro
One Brampton are related parties to Hydro One because they are
controlled or significantly influenced by the Province. Effective
January 1, 2015, the OPA and IESO have merged and are now
operating as IESO.
The Province
• During 2015, Hydro One paid dividends to the Province totalling
$888 million (2014 – $287 million). In addition, on August 31,
2015, Hydro One declared a dividend in-kind on its common
shares payable in all of the issued and outstanding shares of
Hydro One Brampton. See Note 4 – Business Combinations.
• On November 4, 2015, Hydro One issued common shares to
the Province for proceeds of $2.6 billion. See Note 18 –
Share Capital.
Hydro One received $70 million (2014 – $33 million) related to
these programs.
OPG
• In 2015, Hydro One purchased power in the amount of
$11 million (2014 – $23 million) from OPG.
• Hydro One has service level agreements with OPG. These
services include field, engineering, logistics and
telecommunications services. In 2015, revenues related to the
provision of construction and equipment maintenance services with
respect to these service level agreements were $7 million (2014 –
$12 million), primarily for the Transmission Business. Operation,
maintenance and administration costs in 2015 and 2014 related
to the purchase of services with respect to these service level
agreements were not significant.
OEFC
• During 2015, Hydro One Inc. incurred certain IPO related
expenses totaling $7 million, which will be reimbursed to the
Company by the Province.
• In 2015, Hydro One made PILs to the OEFC totalling $2.9 billion
(2014 – $86 million), including Departure Tax of $2.6 billion
(2014 – $nil).
IESO
• In 2015, Hydro One purchased power in the amount of
$2,318 million (2014 – $2,601 million) from the IESO-
administered electricity market.
• Hydro One receives revenues for transmission services from the
IESO, based on OEB-approved uniform transmission rates.
Transmission revenues for 2015 include $1,548 million (2014
– $1,556 million) related to these services.
• Hydro One receives amounts for rural rate protection from the
IESO. Distribution revenues for 2015 include $127 million (2014
– $127 million) related to this program.
• Hydro One also receives revenues related to the supply of
electricity to remote northern communities from the IESO.
Distribution revenues for 2015 include $32 million (2014
– $32 million) related to these services.
• The IESO (OPA prior to January 1, 2015) funds substantially all
of the Company’s CDM programs. The funding includes
program costs, incentives, and management fees. During 2015,
96 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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• In 2015, Hydro One purchased power in the amount of
$6 million (2014 – $9 million) from power contracts administered
by the OEFC.
• During 2015, Hydro One paid a $8 million (2014 – $5 million)
fee to the OEFC for indemnification against adverse claims in
excess of $10 million paid by the OEFC with respect to certain of
Ontario Hydro’s businesses transferred to Hydro One on April 1,
1999. Hydro One has not made any claims under the indemnity
since it was put in place in 1999. Hydro One and the OEFC,
with the consent of the Minister of Finance, terminated the
indemnity fee effective October 31, 2015.
• PILs and payments in lieu of property taxes were paid to the
OEFC.
OEB
• Under the Ontario Energy Board Act, 1998, the OEB is required
to recover all of its annual operating costs from gas and electricity
distributors and transmitters. In 2015, Hydro One incurred
$12 million (2014 – $12 million) in OEB fees.
Hydro One Brampton
• Effective August 31, 2015, Hydro One Brampton is no longer a
subsidiary of Hydro One, but is indirectly owned by the Province.
For change in ownership of Hydro One Brampton, see Note 4 –
Business Combinations.
• Subsequent to August 31, 2015, Hydro One continues to provide
certain management, administrative and smart meter network
services to Hydro One Brampton pursuant to certain service level
agreements, which are provided at market rates. These
agreements will continue until the end of 2016 (except in the case
of smart meter network services, which will continue until the end
of 2017). Hydro One Brampton has the right to renew these
agreements (other than smart meter network services) for additional
one-year terms to end no later than December 31, 2019.
Additionally, on August 31, 2015, Hydro One Inc. and Hydro
One Brampton entered into a license agreement which permits
Hydro One Brampton to use the “Hydro One” name and related
licensed marks. These agreements will terminate if the Province
disposes of its interest in Hydro One Brampton, except in the case
of the smart meter network services agreement, which is
anticipated to continue for a transition period after the Province
disposes of its interest in Hydro One Brampton. During 2015,
revenues related to the provision of services with respect to these
service level agreements were $1 million.
Sales to and purchases from related parties occur at normal market
prices or at a proxy for fair value based on the requirements of the
OEB’s Affiliate Relationships Code. Outstanding balances at period
end are interest free and settled in cash.
The amounts due to and from related parties as a result of the
transactions referred to above are as follows:
(millions of Canadian dollars)
Due from related parties
Due to related parties1
December 31,
2015
December 31,
2014
191
(138)
224
(227)
1 Included in due to related parties at December 31, 2015 are amounts owing to the IESO in respect of power purchases of $134 million (2014 –
$214 million).
24. Consolidated Statements of Cash Flows
The changes in non-cash balances related to operations consist of the following:
Year ended December 31
(millions of Canadian dollars)
Accounts receivable
Due from related parties
Materials and supplies
Prepaid expenses and other assets
Accounts payable
Accrued liabilities
Due to related parties
Accrued interest
Long-term accounts payable and other liabilities
Post-retirement and post-employment benefit liability
2015
2014
240
33
2
4
(23)
(15)
(89)
(4)
–
60
208
(93)
(27)
–
(13)
39
(35)
(3)
–
(3)
80
(55)
TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 97
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Capital Expenditures
The following table illustrates the reconciliation between investments in property, plant and equipment and the amount presented in the
Consolidated Statements of Cash Flows after accounting for capitalized depreciation and the net change in related accruals:
Year ended December 31
(millions of Canadian dollars)
Capital investments in property, plant and equipment
Capitalized depreciation and net change in accruals included in capital investments in property, plant and
equipment
Capital expenditures – property, plant and equipment
2015
(1,623)
2014
(1,511)
28
30
(1,595)
(1,481)
The following table illustrates the reconciliation between investments
in intangible assets and the amount presented in the Consolidated
Statements of Cash Flows after accounting for the net change in
related accruals:
Year ended December 31
(millions of Canadian dollars)
Capital investments in intangible assets
Net change in accruals included in capital investments in intangible assets
Capital expenditures – intangible assets
2015
2014
(40)
3
(37)
(19)
(4)
(23)
Capital Contributions
Hydro One enters into contracts governed by the OEB Transmission
System Code when a transmission customer requests a new or
upgraded transmission connection. The customer is required to make
a capital contribution to Hydro One based on the shortfall between
the present value of the costs of the connection facility and the present
value of revenues. The present value of revenues is based on an
estimate of load forecast for the period of the contract with Hydro
One. Once the connection facility is commissioned, in accordance
with the OEB Transmission System Code, Hydro One will periodically
reassess the estimated of load forecast which will lead to a decrease,
or an increase in the capital contributions from the customer. The
increase or decrease in capital contributions is recorded directly to
fixed assets in service. In 2015, capital contributions from these
reassessments totalled $62 million, which represents the difference
between the revised load forecast of electricity transmitted compared
to the load forecast in the original contract, subject to certain
adjustments. No reassessments occurred in 2014.
Supplementary Information
Year ended December 31
(millions of Canadian dollars)
Net interest paid
Income taxes / PILs paid
25. Contingencies
Legal Proceedings
Hydro One is involved in various lawsuits, claims and regulatory
proceedings 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.
98 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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2015
416
2,933
2014
412
86
In September 2015, Hydro One and three of its subsidiaries were
served with a class action suit in which the representative plaintiff is
seeking up to $125 million in damages related to allegations of
improper billing practices. Hydro One intends to defend the action.
Due to the preliminary stage of legal proceedings, an estimate of a
possible loss related to this claim cannot be made.
Transfer of Assets
The transfer orders by which the Company acquired certain of
Ontario Hydro’s businesses as of April 1, 1999 did not transfer title
to some assets located on Reserves (as defined in the Indian Act
(Canada)). Currently, the OEFC holds these assets. Under the terms
of the transfer orders, the Company is required to manage these
assets until it has obtained all consents necessary to complete the
transfer of title of these assets to itself. The Company cannot predict
the aggregate amount that it may have to pay, either on an annual or
one-time basis, to obtain the required consents. In 2015, the
Company paid approximately $1 million (2014 – $1 million) in
respect of consents obtained. If the Company cannot obtain the
required consents, the OEFC will continue to hold these assets for an
indefinite period of time. If the Company cannot reach a satisfactory
settlement, it may have to relocate these assets to other locations at a
cost that could be substantial or, in a limited number of cases, to
abandon a line and replace it with diesel-generation facilities. The
costs relating to these assets could have a material adverse effect on
the Company’s results of operations if the Company is not able to
recover them in future rate orders.
26. Commitments
Outsourcing Agreements
Inergi LP (Inergi), an affiliate of Capgemini Canada Inc., provides
services to Hydro One, including settlements, source to pay services,
pay operations services, information technology, finance and
accounting services. The agreement with Inergi for these services
expires in December 2019. In addition, Inergi provides customer
service operations outsourcing services to Hydro One. The agreement
for these services expires in February 2018.
Brookfield Global Integrated Solutions (formerly Brookfield Johnson
Controls Canada LP) (Brookfield) provides services to Hydro One,
including facilities management and execution of certain capital
projects as deemed required by the Company. The current
agreement with Brookfield expires in December 2024.
At December 31, 2015, the annual commitments under the
outsourcing agreements were as follows: 2016 – $167 million;
2017 – $138 million; 2018 – $106 million; 2019 – $99 million;
2020 – $2 million; and thereafter – $11 million.
Trilliant Agreement
In December 2015, Hydro One entered into an agreement with
Trilliant Holdings Inc. and Trilliant Networks (Canada) Inc. (Trilliant)
for the supply, maintenance and support services for smart meters and
related hardware and software, including additional software
licenses, as well as certain professional services. This agreement is
for a term of ten years, from December 31, 2015 to December 31,
2025, with the option to renew for an additional term of five years at
Hydro One’s sole discretion. At December 31, 2015, the annual
commitments under the agreement were as follows: 2016 –
$17 million; 2017 – $17 million; 2018 – $17 million; 2019 –
$17 million; 2020 – $16 million; and thereafter – $6 million.
Prudential Support
Purchasers of electricity in Ontario, through the IESO, are required to
provide security to mitigate the risk of their default based on their
expected activity in the market. As at December 31, 2015, Hydro
One Inc. provided prudential support to the IESO on behalf of its
subsidiaries using parental guarantees of $329 million (2014 –
$330 million), and on behalf of a distributor using guarantees of
$1 million (2014 – $1 million). In addition, as at December 31,
2015, Hydro One Inc. has provided letters of credit in the amount of
$15 million (2014 – $8 million) to the IESO. The IESO could draw
on these guarantees and/or letters of credit if these subsidiaries or
distributor fail to make a payment required by a default notice issued
by the IESO. The maximum potential payment is the face value of any
letters of credit plus the amount of the parental guarantees.
Retirement Compensation Arrangements
Bank letters of credit have been issued to provide security for Hydro
One Inc.’s liability under the terms of a trust fund established pursuant
to the supplementary pension plan for eligible employees of Hydro
One Inc. The supplementary pension plan trustee is required to draw
upon these letters of credit if Hydro One Inc. is in default of its
obligations under the terms of this plan. Such obligations include the
requirement to provide the trustee with an annual actuarial report as
well as letters of credit sufficient to secure Hydro One Inc.’s liability
under the plan, to pay benefits payable under the plan and to pay
the letter of credit fee. The maximum potential payment is the face
value of the letters of credit. At December 31, 2015, Hydro One
Inc. had letters of credit of $139 million (2014 – $126 million)
outstanding relating to retirement compensation arrangements.
Operating Leases
Hydro One is committed as lessee to irrevocable operating lease
contracts for buildings used in administrative and service-related
functions and storing telecommunications equipment. These leases
have typical terms of between three and five years, but several leases
have lesser or greater terms to address special circumstances and/or
opportunities. Renewal options, which are generally prevalent in most
leases, have similar terms of three to five years. All leases include a
clause to enable upward revision of the rental charge on an annual
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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.
• The Distribution Business, which comprises the core business of
delivering electricity to end customers and certain other municipal
electricity distributors; and
During the year ended December 31, 2015, the Company made
lease payments totaling $7 million (2014 – $11 million). At
December 31, 2015, the future minimum lease payments under non
cancellable operating leases were as follows; 2016 –$11 million;
2017 – $10 million; 2018 – $9 million; 2019 – $4 million; 2020
– $8 million; and thereafter – $3 million.
27. Segmented Reporting
Hydro One has three reportable segments:
• The Transmission Business, which comprises the core business of
transmitting 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;
Year ended December 31, 2015
(millions of Canadian dollars)
Revenues
Purchased power
Operation, maintenance and administration
Depreciation and amortization
Income (loss) before financing charges and income taxes
Capital investments
Year ended December 31, 2014
(millions of Canadian dollars)
Revenues
Purchased power
Operation, maintenance and administration
Depreciation and amortization
Income (loss) before financing charges and income taxes
Capital investments
Total Assets by Segment:
December 31
(millions of Canadian dollars)
Transmission
Distribution
Other
Total assets
• Other Business, which includes certain corporate activities and the
operations of the Company’s telecommunications business.
The designation of segments has been based on a combination of
regulatory status and the nature of the products and 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).
The accounting policies followed by the segments are the same as
those described in the summary of significant accounting policies (see
Note 2 – Significant Accounting Policies). Segment information on the
above basis is as follows:
Transmission
Distribution
Other Consolidated
1,536
–
426
374
736
943
4,949
3,450
633
380
486
711
53
–
76
5
(28)
6,538
3,450
1,135
759
1,194
9
1,663
Transmission
Distribution
Other Consolidated
1,588
–
394
346
848
845
4,903
3,419
742
367
375
680
57
–
56
9
(8)
5
2015
12,066
9,213
3,049
24,328
6,548
3,419
1,192
722
1,215
1,530
2014
12,540
9,805
205
22,550
All revenues, costs and assets, as the case may be, are earned, incurred or held in Canada.
100 ANNUAL REPORT 2015 HYDRO ONE LIMITED
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28. Subsequent Events
Dividends
On February 11, 2016, preferred share dividends in the amount of
$6 million and common share dividends in the amount of $202
million were declared.
Dividend Reinvestment Plan
On February 11, 2016, Hydro One’s Board of Directors approved
the creation of a Dividend Reinvestment Plan which the Company
currently intends to put in place in March 2016. The Dividend
Reinvestment Plan will enable eligible shareholders to have their
regular quarterly cash dividends automatically reinvested in additional
Hydro One common shares acquired on the open market.
Great Lakes Power Transmission Purchase
Agreement
On January 28, 2016, Hydro One reached an agreement to
acquire from Brookfield Infrastructure various entities that own and
control Great Lakes Power Transmission LP, an Ontario regulated
electricity transmission business operating along the eastern shore of
Lake Superior, north and east of Sault Ste. Marie, Ontario, for $222
million in cash, subject to customary adjustments, plus the assumption
of approximately $151 million in outstanding indebtedness. The
acquisition is pending a Competition Act approval as well as
regulatory approval from the OEB.
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TSX: H HYDRO ONE LIMITED ANNUAL REPORT 2015 101
CORPORATE AND
SHAREHOLDER INFORMATION
Corporate Address
483 Bay Street
Toronto, ON M5G 2P5
tel: 416-345-5000 or 1-877-955-1155
www.HydroOne.com
Customer Inquiries
Hydro One Networks Inc.
P.O. Box 5700
Markham, ON L3R 1C8
Billing and Service Inquiries:
tel: 1-888-664-9376
fax: 1-888-625-4401 or 905-944-3251
e-mail: CustomerCommunications@HydroOne.com
Report an Emergency (24 hours):
tel: 1-800-434-1235
General Shareholder Inquiries
Computershare Trust Company of Canada
100 University Avenue
Toronto, ON M5J 2Y1
tel: 514-982-7555 or 1-800-564-6253
fax: 1-888-453-0330 or 416-263-9394
e-mail: service@computershare.com
Dividend Reinvestment Plan (DRIP)
tel: 514-982-7555 or 1-800-564-6253
www.HydroOne.com/DRIP
Institutional Investors and Securities Analysts
tel: 416-345-6867
e-mail: investor.relations@HydroOne.com
Media Inquiries
tel: 416-345-6868 or 1-877-506-7584
Dividends
Unless indicated otherwise, all dividends paid by Hydro One Limited to common
shareholders are designated as “eligible” dividends for the purpose of the Income
Tax Act (Canada) and any similar provincial legislation.
H
Hydro One Limited is one of North America’s largest electrical utilities, with a
regulated transmission grid delivering 96% of Ontario’s electricity by capacity,
and a regulated distribution operation delivering electricity to more than
1.3 million end-use customers safely and reliably.
www.HydroOne.com
TSX: H