Hyatt Hotels Annual Report 2017

Plain-text annual report

Delivering a POWERFUL FUTURE T R O P E R L A U N N A 7 1 0 2 D E T I M I L E N O O R D Y H Hydro One Limited (Hydro One) is Ontario’s largest electricity transmission and distribution provider with more than 1.3 million valued customers, $25.7 billion in assets and annual revenues of approximately $6 billion. Our team of approximately 7,400 skilled and dedicated regular and non-regular employees proudly and safely serves suburban, rural and remote communities across Ontario through our approximately 30,000 circuit kilometres of high-voltage transmission and approximately 123,000 circuit kilometres of primary low-voltage distribution networks. Hydro One is committed to the communities we serve, and has been rated as the top utility in Canada for its corporate citizenship, sustainability, and diversity initiatives. We are one of only ﬁ ve utility companies in Canada to achieve the Sustainable Electricity Company designation from the Canadian Electricity Association. We also provide advanced broadband telecommunications services on a wholesale basis utilizing our extensive ﬁ bre optic network. Hydro One’s common shares are listed on the Toronto Stock Exchange (TSX: H). FINANCIAL HIGHLIGHTS Year ended December 31 (millions of dollars, except as otherwise noted) Revenues Purchased power Revenues, net of purchased power1 Operation, maintenance and administration costs (OM&A) Depreciation and amortization Financing charges Income tax expense Net income attributable to common shareholders of Hydro One Basic earnings per common share (EPS) Diluted EPS Basic adjusted non-GAAP EPS (Adjusted EPS)1 Diluted Adjusted EPS1 Net cash from operating activities Funds from operations (FFO)1 Capital investments Assets placed in-service Transmission: Average monthly Ontario 60-minute peak demand (MW) Distribution: Electricity distributed to Hydro One customers (GWh) Debt to capitalization ratio2 2017 5,990 2,875 3,115 1,066 817 439 111 658 $1.11 $1.10 $1.17 $1.16 1,716 1,579 1,567 1,592 19,587 25,876 52.9% 2016 6,552 3,427 3,125 1,069 778 393 139 721 $1.21 $1.21 $1.21 $1.21 1,656 1,494 1,697 1,605 20,690 26,289 52.6% Contents Why Invest? ......................................... 1 A Message from the Chair of the Board ............................ 2 President and CEO Letter ................. 3 Who We Are ...................................... 4 Customer Focus ................................. 6 Our Strategy for Success .................. 7 Building a Sustainable Future ....... 10 2017 Performance ............................ 12 Corporate Governance ................ 13 Financial Report ................................ 14 Shareholder Information ................ 96 This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and include beliefs and assumptions made by the management of our Company. Words such as “expect” and “will” 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 difﬁ cult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. We do not intend, and we disclaim any obligation, to update any forward-looking statements, except as required by law. Total Assets Rate Base 53% 11% $25.7b 36% 60% $18.6b 40% •Transmission •Distribution •Other Revenues (Net of purchased power costs) Regulated Earnings (Before fi nancing charges and income taxes) Total Shareholder Return (TSR) November 5, 2015 IPO to December 31, 2017 1% 51% 61% Hydro One Limited 18.1% $3,115m $1,291m S&P/TSX Capped Utilities Index 29.9% S&P/TSX Composite Index 26.5% 39% S&P 500 Electric Utilities Index 28.6% 48% S&P 500 Index 32.1% 1. See section Financial Report (starting on page 31) on “Non-GAAP Measures” for description and reconciliation of basic and diluted Adjusted EPS, FFO and Revenues, net of purchased power. 2. Debt to capitalization ratio has been presented at December 31, 2017 and 2016, and has been calculated as total debt (includes total long-term debt, convertible debentures and short-term borrowings, net of cash and cash equivalents) divided by total debt plus total shareholders’ equity, including preferred shares but excluding any amounts related to noncontrolling interest. WHY INVEST? INVESTING IN HYDRO ONE OFFERS A UNIQUE OPPORTUNITY TO PARTICIPATE IN THE TRANSFORMATION OF A PREMIUM LARGESCALE UTILITY Nº 1 Nº 2 Nº 3 Everyone Uses Electricity We are one of the largest regulated electric utilities in North America. We own and operate an extensive system of transmission and distribution networks in Canada’s most populated province with no material exposure to commodity prices. Strong Balance Sheet Our strong investment-grade balance sheet has one of the highest quality utility credit proﬁ les in North America. Predictable Growth We offer a predictable multi- year growth proﬁ le with strong cash ﬂ ows. This is the result of an expanding rate base that supports the need to upgrade and maintain our aging infrastructure. Capital Investments (CAD $ millions) •Transmission •Distribution •Other 98% Our transmission network accounts for approximately 98% of Ontario’s transmission capacity based on revenue Nº 4 Attractive Dividend We have an attractive dividend yield with 70–80 per cent target payout ratio and offer the opportunity for continued dividend growth. to Invest in Hydro One Credit Proﬁ le Long Term/Short Term/Outlook A / A-1/ negative A (high) / R-1 (low) / stable A3 / Prime-2 / negative 2017 2022 $1,567m $2,217m Agency S&P DBRS Moody’s Nº 5 Forward Looking Our highly accomplished management team has taken on the opportunity to transform the organization into a commercially oriented, performance- driven culture focused on improving productivity and customer service. Reducing OM&A Spend November 5, 2015 to December 31, 2017 (CAD $ millions) 7080% TARGET PAYOUT RATIO 2017 2016 Hydro One Limited 2015 (IPO) Hydro One Inc. 2014 $1,066m $1,069m $1,135m $1,192m HYDRO ONE LIMITED ANNUAL REPORT 2017 1 D id F D i David F. Denison Chair of the Board Hydro One Limited A MESSAGE FROM THE CHAIR OF THE BOARD Dear fellow shareholders, As I look back on 2017, it is first important to acknowledge the tragic loss the Hydro One family suffered in December with the deaths of four employees. The response to that accident demonstrated the incredible strength and unity of the entire Hydro One organization as employees came together to mourn and support each other moving forward. It has also led to a re-affirmation of the paramount importance of safety in all aspects of our policies, practices and procedures. During 2017, the Board worked closely with the management team to formulate a new long term strategy for Hydro One; our President and CEO Mayo Schmidt provides more detail about the strategy in his letter. Th e Board is confi dent that the disciplined execution of this strategy in the years ahead will create considerable value for our shareholders and other stakeholders. Th e pending acquisition of Avista Corporation that we announced last July is just one concrete example of the implementation of that strategy. Successful execution relies on a talented management team. One of the key responsibilities and priorities for our Board is to ensure that we have suffi cient depth of talent and experience as well as strong succession plans across our leadership team. Th e Board was pleased to see the ranks of our leadership team strengthened with the recently announced addition of Paul Dobson as Chief Financial Offi cer. Commitment to Diversity and Inclusion Last year, Hydro One joined the 30% Club, an international campaign aimed at achieving a minimum of 30 per cent of women represented on boards, a level we have already surpassed, and also signed the Catalyst Accord: Women on Corporate Boards in Canada. In August, Hydro One also became a signatory to the Leadership Accord on Gender Diversity in the Canadian Electricity Industry. All of these initiatives demonstrate Hydro One’s commitment to becoming a more diverse and inclusive workplace, one where all employees feel supported and included. In conclusion, 2017 was an important year of transition for Hydro One in its evolution as a broadly held, strong performing public Company. Th e entire Board expresses its thanks and appreciation to all employees of Hydro One for their hard work in serving the interests of our customers and shareholders. We believe we now have the foundations in place to enhance the value we will bring to all stakeholders in the years ahead. Th ank you for your investment and continued support, David F. Denison Chair of the Board of Directors Hydro One’s Governance Practices Fully Independent Board (excluding CEO) Separate Board Chair and CEO Director Share Ownership Guidelines Commitment to Director Diversity Governance Agreement with the Province Majority Voting Policy for Directors Annual Reviews of Board and Committee Performance 2 HYDRO ONE LIMITED ANNUAL REPORT 2017 PRESIDENT AND CEO LETTER Dear fellow shareholders, I want to acknowledge the tragic loss we experienced on December 14th that took the lives of four of our own. The entire Hydro One family came together for the families and to support teammates in the wake of this tragedy and to commemorate the lives of James, Jeff, Darcy and Kyle. Collectively, we continue to support the grieving families and loved ones of our four men. The health, safety, and well-being of every single person at Hydro One are paramount to me, this Company, and to all of our people. While we were also faced with a number of industry challenges including: rising interest rates, a lower regulated return on equity that impacted transmission and distribution revenues and extended unseasonably milder weather aff ecting 2017 total shareholder return; we have acted with a high degree of discipline to moderate these events and we remain committed to delivering value for our shareholders and other stakeholders. Unveiling Our Strategy In 2017, our Board of Directors approved Hydro One’s strategy which outlines our plan to become one of North America’s leading utilities. 1. Optimization and Innovation 2. Diversifi cation 3. Growth In 2015, our public listing was the fourth largest IPO in Canadian history. While Hydro One is now a commercially focused shareholder-owned company, we embrace the responsibility of delivering results for shareholders while caring for our people and building our customer oriented culture. Privatization has made it possible for us to enact powerful change at Hydro One: improved customer service, acting on effi ciency and productivity opportunities, and greater corporate social responsibility. We have attracted a market-leading team of professionals to drive Hydro One to further successes. As shareholders, you have the unique opportunity to participate in our transformation and to invest in a premium, large-scale utility. In 2016, on behalf of our 1.3 million customers, we advocated to the provincial government about the need for rate relief for Customers. We inspired and led the electricity utility industry in our province to proactively reconnect vulnerable customers before the coldest months of the year. Following our lead, in October 2017, the Ontario Energy Board (OEB) announced that all electric distribution companies operating in Ontario would be required to reconnect power for vulnerable individuals and families in the winter. 2017 Accomplishments Optimization and Innovation: We have delivered approximately $114.4 million in productivity savings in 2016 and 2017. We continue to review processes and implement initiatives across our entire platform to drive effi ciencies and generate cost savings as our contribution to critical infrastructure. Application of technology in the fi eld, and the elimination of a paper-based system through Move-to-Mobile has provided our people with the necessary tools to optimize both volume and quality of service. Fleet telematics led to a net reduction of hundreds of units in our fl eet, while improving safe driving and reducing costs. We have designed and implemented a new vegetation maintenance strategy and program called the Optimal Cycle Protocol transitioning from a 10 year cycle to a 3 year maintenance cycle to reduce safety risks, improve reliability, reduce unit cost, and improve customer satisfaction. Customer Focus: We achieved the lowest accounts receivable balance in our history – a $40 million reduction, while achieving a reduction in customer disconnections for non- payment declining by 57% in 2017. Th rough the Province’s Fair Hydro Plan, a typical Hydro One residential customer will see savings on their monthly bills, of 31 per cent. We have seen signifi cant improvement, in customer service statistics this past year, including: • Th e highest customer satisfaction rate in four years for our distribution customers; and • 10 per cent increase in transmission customer satisfaction. Diversifi cation: Th e electricity industry is transforming from a system based on large centralized generation, transmission and distribution, to a localized distributed generation systems to leverage capacity. In anticipation of this, Hydro One is developing its strategy to adapt our grid investments to refl ect this new reality, and to provide new energy services that customers are demanding. Growth: We announced our intention to acquire Avista Corporation (Avista) to create a growing North American utility leader with a combined pro forma asset value of over CAD $34.9 billion. With Avista, Hydro One is strengthening its core by diversity of geography, regulation and service off erings to include gas distribution in a vertically integrated platform. I would like to thank the thousands of Hydro One employees across Ontario who are committed to advocating on behalf of our customers. I also extend my gratitude to our Board of Directors for its support and confi dence in Hydro One’s leadership team. Sincerely, Mayo Schmidt President and Chief Executive Offi cer HYDRO ONE LIMITED ANNUAL REPORT 2017 3 S h id Mayo Schmidt M President and Chief Executive Ofﬁ cer Hydro One Limited Key Achievements $114.4m 2016/2017 productivity savings1 5% Dividend increase in May (to $0.22) 41% (approx.) Transmission SAIDI2 improvement 1st Hydro One’s Contact Centre was the ﬁ rst electricity service provider in Ontario to open to customers on Saturdays 90% Customer satisfaction with contact centre agents; highest in the Company’s history 1. Productivity savings achieved are as a result of operational improvements in both capital and OM&A. 2. SAIDI (System Average Interruption Duration Index) year-end 2017 performance improvement relative to a 5-year average (%). WHO WE ARE ATAGLANCE ONE OF NORTH AMERICA’S LARGEST ELECTRIC UTILITIES1 Our transmission and distribution system safely and reliably serves communities throughout Ontario. Our customers are suburban, rural and remote homes and businesses across our province. We proudly own and operate $25.7 billion in assets and have annual revenues of approximately $6 billion. Hydro One’s Role in the Electric Power System S E C R U O S N O I T A R E N E G Y T I C I R T C E L E N DISTRIB U TI O S Y STE M Transformer (increased to higher voltage) TRANSMISSION SYSTEM Transformer (decreased to medium voltage) Transformer (decreased to lower voltage) TRANSMISSION (98% of capacity) DISTRIBUTION (75% of geography and 25% of end use customers) I N D U S T R A L , I I C O M M E R C A L & R E S I D E N T I A L C U S T O M E R S OUR BUSINESSES Revenues (Net of Purchased Power) Regulated Segmented Assets Business Description Customer Segments Transmission Distribution Other $1,578m 51% $1,491m 48% $46m 1% Unregulated $13,608m 53% $9,259m 36% $2,834m 11% Our transmission system transmits high-voltage electricity from nuclear, hydroelectric, natural gas, wind and solar sources to our distribution company and industrial customers across Ontario. • Large directly connected industrial customers • Local distribution companies • Generators Th e Hydro One distribution system is the largest in Ontario. It consists of approximately 123,000 circuit kilometres of primary low-voltage power lines serving over 1.3 million customers. • Residential and business customers • Municipal utility customers Consists of a telecommunications business and certain corporate activities. Hydro One Telecom off ers organizations a diverse, secure and highly reliable broadband connectivity solution. • Data centres • Cloud service providers • Telecommunications services and public sector entities • Internet service providers • Enterprises 1. Based on assets 4 HYDRO ONE LIMITED ANNUAL REPORT 2017 WHO WE ARE Key Highlights 7,400 (approx.) Skilled and dedicated regular and non- regular employees over 1.3 million V Valued customers $1.6b (approx.) Capital investments 308 Transmission stations in service $18.6b Combined transmission and distribution rate base 30,000 (approx.) Circuit kilometres of high-voltage transmission lines 1 of 5 Utility companies in Canada to achieve the Sustainable Electricity Company designation from the Canadian Electricity Association 123,000 (approx.) Circuit kilometres of primary low-voltage distribution lines MAJOR PROJECTS Supply to Essex County Transmission Reinforcement Clarington Transmission Station East-West Tie Station Expansion Description Hydro One is constructing a new transmission station in the Municipality of Leamington and a 13-kilometre, double circuit 230 kilovolt transmission line on a new corridor to connect the station with the existing 230 kilovolt transmission line. Th e project is needed to provide for load growth in the Kingsville-Leamington area and to improve operational fl exibility in the Windsor-Essex region in the long term. Clarington Transmission Station involves the construction of a new 500/230 kilovolt transformer station in the city and the connection of the existing 230 kilovolt and 500 kilovolt transmission lines in the area. Th e station is required to ensure an adequate, safe and reliable supply of power to support the growing communities in the eastern part of the Greater Toronto Area. Hydro One is performing station upgrades to our Wawa and Lakehead transmission stations. Th e upgrades are necessary to support the East-West Tie Line project, a priority project in the Province of Ontario’s Long-Term Energy Plan. Estimated Total Project Cost $571 million $267 million $157 million Capital Cost to Date $52 million $223 million $7 million Anticipated In-Service Date 2018 2018 2021 1. In February 2018, the estimated cost to complete the supply to Essex County Transmission Reinforcement project was reduced from $73 million to $57 million HYDRO ONE LIMITED ANNUAL REPORT 2017 5 CUSTOMER FOCUS We made great strides in 2017 to become our customers’ advocates. The Hydro One of today aspires to be a more thoughtful, caring organization where the voices of our more than 1.3 million customers are heard and acted on. Distribution Customer Satisfaction Increased to 71 per cent in 2017, an increase of 5 per cent since 2016, largely due to strong operational performance in all functional areas, including billing, contact centre, collection and conservation. Transmission Customer Satisfaction Increased to 88 per cent in 2017, an increase of 10 per cent since 2016, partially attributed to enhanced customer reporting and a renewed commitment to customer advocacy. Customer Satisfaction (%) •Transmission •Distribution 88 71 78 66 2016 2017 6 HYDRO ONE LIMITED ANNUAL REPORT 2017 OUR STRATEGY FOR SUCCESS 1. OPTIMIZATION AND INNOVATION Hydro One is transforming to achieve its vision of becoming a best-in-class, customer-centric commercial entity, with a culture of operational excellence and continuous improvement. Hydro One will execute on its strategy to transmit and distribute electricity safely and reliably in a manner that produces the greatest value for customers. Hydro One seeks to be excellent in every facet of its operations, to the beneﬁ t of its customers, employees and shareholders. Innovation will become a focus for the Company and Hydro One plans to invest in innovation to modernize the transmission and distribution grids, improving reliability and efﬁ ciencies as well as building a platform for connecting distributed energy resources. Move to Mobile (M2M) – Th e M2M project transformed work processes and implemented technology that automated the scheduling & dispatching functions, including the deployment of tablets to the fi eld for work tracking resulting in enhanced customer service and productivity gains. Procurement – A comprehensive spend analysis was performed in 2017. Strategic sourcing initiatives led to price reduction for materials and services as a result of consolidating spend across the Company and increasing competition among vendors. Procurement $29.5m in procurement savings (2017) Move-to-Mobile $16.9m in savings (2017) Fleet 10% net reduction of number of ﬂ eet •On-roads •Off-roads •Other Fleet Right Sizing – In 2017 the Hydro One fl eet (transportation & work equipment was reduced by 10 per cent by leveraging telematics data that identifi ed underutilized fl eet equipment. 8,010 7,189 Optimal Cycle Protocol (OCP) – In October 2017, a state-of-the-art vegetation management program was introduced. Th e OCP program involves a shorter tree clearing and trimming cycle where crews focus on defects along Hydro One’s vast distribution line every three years rather than full right-of-way management every eight to 10 years. In 2017, 45 per cent of outages were because of trees. Tackling Distribution Reliability – Two primary programs will result in improved reliability. Th e OCP program and Distribution grid modernization both will impact reliability positively over the next few years. 16 17 HYDRO ONE LIMITED ANNUAL REPORT 2017 7 OUR STRATEGY FOR SUCCESS 2. DIVERSIFICATION The electricity industry is transforming from a system based on large centralized generation, transmission and distribution, to small-scale, distributed generation, as a result of declining technology costs and customers’ desire for choice in electricity supply. Hydro One’s strategy is to adapt our grid investments to reﬂ ect this new reality, and to provide the new energy services that customers are demanding. Hydro One will evaluate new businesses such as providing behind-the-meter products and services that meet requirements for resiliency, reliability, sustainability, quality and security more cost effectively than grid-only supply. Hydro One will also seek to invest in emerging technology that focuses on innovation in the electricity sector, to identify technologies that could disrupt the Company’s business, or that can enhance its business. 8 HYDRO ONE LIMITED ANNUAL REPORT 2017 OUR STRATEGY FOR SUCCESS 3. GROWTH Through growth, we turn the impossible, possible to reach our goal of becoming the leading North American utility that customers, shareholders and the public can count on. In 2017, we laid the groundwork for future success. We pride ourselves in having a proven record of consolidating electricity utilities. Avista – In July, we announced our partnership with Avista, where we were acquiring 100 per cent of the shares of Avista, a fully integrated regulated transmission and distribution utility headquartered in Spokane, Washington. Th e acquisition, which is expected to close in 2018 following the necessary regulatory approvals, will see Hydro One and Avista create a diversifi ed and growing North American utility leader with tremendous enterprise value. HYDRO ONE LIMITED ANNUAL REPORT 2017 9 BUILDING A SUSTAINABLE FUTURE “ WE ARE COMMITTED TO RUNNING A SUSTAINABLE, SOCIALLY RESPONSIBLE BUSINESS.” MAYO SCHMIDT PRESIDENT AND CEO 10 HYDRO ONE LIMITED ANNUAL REPORT 2017 BUILDING A SUSTAINABLE FUTURE to reduce their environmental footprint and maintain biodiversity in the environmentally sensitive areas of the province in which they operate. In 2017, Hydro One Networks Inc. invested $13.9 million in prevention and environmental management, emissions treatment, waste disposal, remediation, water management and environmental approvals. 2017 Achievements • Developed a sustainability framework, outlining how other initiatives internally support this structure, including our Corporate Social Responsibility Report, HSEMS, other corporate initiatives and our corporate reporting; • Verifi cation of Hydro One Networks Inc.’s Scope 1 Sulfur Hexafl uoride (SF6) emissions and the verifi cation of Hydro One Remote Communities’ greenhouse gas emissions; • Continued our eff orts to further reduce greenhouse gas emissions through better maintenance practices and more effi cient tracking; • Partnered with community groups and non- profi ts to develop pollinator habitats and other solutions for protecting Ontario’s biodiversity; • Enhanced our Biodiversity GIS (geographic information system) Portal with new source water protection and invasive species layers; • Developed a Biodiversity Program Framework, outlining the Company’s plans for 2018 and beyond with regards to our Biodiversity Program; and • Installed 12 new osprey nesting boxes for osprey habitats throughout the province. Using Resources Responsibly Hydro One is committed to building a sustainable future for all Canadians. Th e sheer scale of our operations — the geographic area we cover, the million of customers we serve and economies we impact — makes it essential that we do our part. We contribute by delivering electricity that is among the cleanest, safest and most reliable in North America. At a time of growing climate change, Hydro One continues to work to reduce our impact on ecosystems. Internally, our environmental teams collaborate with a range of Hydro One’s lines of business to set the agenda, raise awareness and provide guidance on creating real change. Over the past fi ve years, Hydro One has undergone 103 inspections by the Ministry of the Environment and Climate Change, and by Environment and Climate Change Canada relating to our waste and polychlorinated biphenyls (PCB) storage sites, and environmental compliance approvals. Not a single inspection resulted in a charge. Indeed, we have a strong record in environmental compliance and maintain solid, co-operative relationships with regulators. Reducing Our Impact We operate in a highly regulated space, where federal, provincial and municipal bodies require us to assess and mitigate environmental risks. Th ese include everything from the water and emissions we discharge, our land uses, how we dispose of waste and our impact on biodiversity. Permits and approvals are required every step of the way. To assess, manage and mitigate these risks, Hydro One has an integrated Health, Safety and Environmental Management System (HSEMS), aligned with the ISO 14001 Environmental Management Systems framework. We expect every line of business to identify and reduce high environmental risks in their operations. Since 1999, Hydro One Remote Communities has used an Environmental Management System Community Investment At Hydro One, we believe in not only powering communities by delivering electricity, but also by investing dollars into the communities where our people and customers live and work. In 2017, the Community Investment focus was on safety and injury prevention, Science, Technology, Engineering and Math (STEM) education and recreation projects for Indigenous communities. Contributions included a continuing partnership with the Ross Tilley Burn Centre at Sunnybrook Hospital to support the creation of a second burn unit operating room. We also supported the ACT Foundation by empowering Indigenous youth with life-saving skills through CPR and deﬁ brillation training. $1.1m (approx.) Donations made to over 40 charitable partners and organizations $1.3m Donations made by employees and pensioners to impact local organizations in the communities where they live and work $1.1m Community sponsorships made to support local community events HYDRO ONE LIMITED ANNUAL REPORT 2017 11 2017 PERFORMANCE Growth within North America We announced our plan to acquire Avista to create a top 20 North American utility focused on regulated transmission as well as electricity and natural gas local distribution. Billing The Company’s customer billing accuracy reached an all-time high of 99.3 per cent in 2017. 99.3% BILLING ACCURACY Renewed Customer Experience Hydro One introduced a new website in August, making it even easier for customers to do business with us. The website is mobile friendly and promotes more self-service options to meet our changing customer needs. Launched a new, easy-to-read customer statement. Listening to our customer’s feedback to make it simple and straightforward. Customer Service Customer satisfaction reached the highest it’s been in four years for our distribution customers. Revised customer-focused collection Revised customer-focused collection practices have resulted in a practices have resulted in a $40 million reduction in overdue $40 million reduction in overdue accounts receivable. accounts receivable. Productivity Savings1 $89.5 million in savings in 2017 achieved through operational improvements. Productivity Savings 2017 $89.5m $114.4m 2016 $24.9m Leadership Hydro One was awarded the Progressive Aboriginal Relations Bronze Certiﬁ cation for demonstrating a commitment to Aboriginal communities. Mayo Schmidt was awarded Ontario Energy Association’s 2017 Leader of the Year award. Strong North American Reputation Hydro One demonstrated operational excellence as part of the unprecedented Hurricane Irma restoration efforts in Florida. Hydro One’s efforts in Florida earned the Company an award from the Edison Electric Institute. AWARD WINNING Our System Distribution $689 million in distribution assets placed in-service. Transmission $889 million in transmission assets placed in-service. $1,578 MILLION DISTRIBUTION & TRANSMISSION ASSETS PLACED INSERVICE Core Values At Hydro One, we are led by our purpose to make the impossible, possible for our customers as well as the communities we serve. Our core values guide how all employees behave, how we do our work and how we interact with one another. Safety Comes First Nothing is more important than the health and safety of our employees, our customers and the public. We make the world a safer place by setting a high bar that others aspire to. Stand For People We foster an open, collaborative work environment. We work to build relationships internally and externally based on trust and mutual respect. We believe in equality for all people and view diversity as a source of our strength. Empowered to Act We recognize our power to improve people’s lives. We are ready to act in any situation. We capitalize of opportunities. We make the impossible, possible. Optimism Charges Us Optimism creates potential in everything we do. We think creatively and innovatively to turn challenges into opportunities. Win as One Winning is about doing well while also doing good. It means working together as one Company to deliver strong results for our customers, communities, employees and shareholders. To learn more about our values, go to: www.HydroOne.com/investor-relations 1. Productivity savings achieved are as a result of operational improvements in both capital and OM&A. 12 HYDRO ONE LIMITED ANNUAL REPORT 2017 CORPORATE GOVERNANCE CORPORATE GOVERNANCE OVERVIEW Board of Directors and Committees Board Diversity 6 40% Female directors 9 •Female •Male Nominating, Corporate Governance Audit Committee Public Policy and Regulatory Human Resources Committee Committee Health, Safety, Environment and Indigenous Peoples Committee 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 • • • • • • • • • • • • • • • • • • • • • • • Committee Member Chair Strong corporate governance practices are the heart of how we manage our day-to-day operations in the interest of all stakeholders. Hydro One and its independent Board of Directors recognize the importance of corporate governance in the eff ective management of the Company. Independence, integrity and accountability are the foundation of Hydro One’s approach to corporate governance. It is in the long-term best interests of shareholders, and promotes and strengthens relationships with our customers, employees, the communities where we operate and other stakeholders of the Company. Th e Board of Directors is fi rmly supported in these commitments by a governance agreement between Hydro One and the province of Ontario, which was executed in advance of the November 2015 Initial Public Off ering of the Company and assures that the province’s role is limited to that of a shareholder and not a manager of the business. Hydro One’s Board of Directors is composed of a diverse and accomplished group of independent, proven business leaders with deep corporate governance experience. Th e 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 of corporate governance, and regularly reviews the Company’s governance practices in response to changing governance expectations and regulations. Th e Company’s practices are fully aligned with the rules and regulations issued by Canadian Securities Administrators and the Toronto Stock Exchange, including national corporate governance guidelines and related disclosure requirements. Board Structure The Chair is responsible for leading the Board of Directors in carrying out its duties and responsibilities effectively, efﬁ ciently and independent of management. The Chair is nominated and conﬁ rmed annually by special resolution of the Board. Consistent with best practices, Hydro One’s Board Chair is separate from the role of president and chief executive ofﬁ cer, and is independent of Hydro One and also of the province of Ontario. To learn more about directors, committee mandates and composition, go to: www.HydroOne.com/investor-relations HYDRO ONE LIMITED ANNUAL REPORT 2017 13 FINANCIAL REPORT Contents Management’s Discussion and Analysis .................................... 15 Consolidated Financial Statements ...................... 51 Notes to Consolidated Financial Statements ...................... 55 Board of Directors and Senior Leadership ........................... 95 Corporate and Shareholder Information ............... 96 14 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 thereto (Consolidated Financial Statements) of Hydro One Limited (Hydro One or the Company) for the year ended December 31, 2017. 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. Consolidated Financial Highlights and Statistics Year ended December 31 (millions of dollars, except as otherwise noted) Revenues Purchased power Revenues, net of purchased power1 Operation, maintenance and administration costs Depreciation and amortization Financing charges Income tax expense Net income attributable to common shareholders of Hydro One Basic earnings per common share (EPS) Diluted EPS Basic adjusted non-GAAP EPS (Adjusted EPS)1 Diluted Adjusted EPS1 Net cash from operating activities Funds from operations (FFO)1 Capital investments Assets placed in-service Transmission: Average monthly Ontario 60-minute peak demand (MW) Distribution: Electricity distributed to Hydro One customers (GWh) Debt to capitalization ratio2 For the years ended December 31, 2017 and 2016 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, 2017, based on information available to management as of February 12, 2018. 2017 2016 Change $ $ $ $ 5,990 2,875 3,115 1,066 817 439 111 658 1.11 $ 1.10 $ 1.17 $ 1.16 $ 1,716 1,579 1,567 1,592 19,587 25,876 2017 52.9% 6,552 3,427 3,125 1,069 778 393 139 721 1.21 1.21 1.21 1.21 1,656 1,494 1,697 1,605 20,690 26,289 2016 52.6% (8.6%) (16.1%) (0.3%) (0.3%) 5.0% 11.7% (20.1%) (8.7%) (8.3%) (9.1%) (3.3%) (4.1%) 3.6% 5.7% (7.7%) (0.8%) (5.3%) (1.6%) 1 See section “Non-GAAP Measures” for description and reconciliation of basic and diluted Adjusted EPS, FFO and Revenues, net of purchased power. 2 Debt to capitalization ratio has been presented at December 31, 2017 and 2016, and has been calculated as total debt (includes total long-term debt, convertible debentures and short-term borrowings, net of cash and cash equivalents) divided by total debt plus total shareholders’ equity, including preferred shares but excluding any amounts related to noncontrolling interest. HYDRO ONE LIMITED ANNUAL REPORT 2017 15 MANAGEMENT'S DISCUSSION AND ANALYSIS Overview Hydro One is the largest electricity transmission and distribution company in Ontario. Through its wholly-owned subsidiary, Hydro One Inc., Hydro One owns and operates substantially all of Ontario’s electricity transmission network, and approximately 123,000 circuit kilometres of primary low-voltage distribution network. Hydro One has three business segments: (i) transmission; (ii) distribution; and (iii) other business. For the year ended December 31, 2017, Hydro One’s business segments accounted for the Company’s total revenues, net of purchased power, as follows: Percentage of Company’s total revenues, net of purchased power At December 31, 2017, Hydro One’s business segments accounted for the Company’s total assets as follows: Percentage of Company’s total assets Transmission Distribution 51% 48% Transmission Distribution 53% 36% Other 1% Other 11% Transmission Segment Hydro One’s transmission business owns, operates and maintains Hydro One’s transmission system, which accounts for approximately 98% of Ontario’s transmission capacity based on revenue approved by the Ontario Energy Board (OEB). The transmission business consists of the transmission system operated by Hydro One Inc.’s subsidiaries, Hydro One Networks Inc. (Hydro One Networks) and Hydro One Sault Ste. Marie LP (HOSSM) (formerly Great Lakes Power Transmission LP), as well as 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 OEB. Electricity transmitted1 (MWh) Transmission lines spanning the province (circuit-kilometres) Rate base (millions of dollars) Capital investments (millions of dollars) Assets placed in-service (millions of dollars) 1 Electricity transmitted represents total electricity transmission in Ontario by all transmitters. 2017 2016 132,090,992 136,989,747 30,259 10,775 988 937 30,290 11,251 968 889 Distribution Segment 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 are approved by the OEB. Electricity distributed to Hydro One customers (GWh) Electricity distributed through Hydro One lines (GWh)1 Distribution lines spanning the province (circuit-kilometres) Distribution customers (number of customers) Rate base (millions of dollars) Capital investments (millions of dollars) Assets placed in-service (millions of dollars) 2017 2016 25,876 36,525 123,361 1,372,362 7,389 588 689 26,289 37,394 122,599 1,355,302 7,056 703 662 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). 2017 Distribution Revenues 8% 54% 10% 28% •Residential •General Service •Large Users •Embedded Distributors 16 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS Other Business Segment 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 broadband connectivity. Hydro One’s other business segment is not rate-regulated. Primary Factors Affecting Results of Operations Transmission Revenues Transmission revenues primarily consist of regulated 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 power generators and from third-party land use. Distribution Revenues Distribution revenues include regulated 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 the 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 revenues such as charges for late payments. Purchased Power Costs Purchased power costs are incurred by the distribution business and represent the cost of the electricity purchased by the Company for delivery to customers within Hydro One’s distribution service territory. These costs are comprised of the following: the wholesale commodity cost of energy; the Global Adjustment, which is the difference between amounts the IESO pays energy producers for the electricity they produce and the actual fair market value of this electricity; and the wholesale market service and transmission charges levied by the 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 to provide safe and reliable electricity to the Company’s residential, small business, commercial, and industrial customers across the province. These include costs related to distribution line clearing and forestry control to reduce power outages caused by trees, line maintenance and repair, land assessment and remediation, as well as issuing timely and accurate bills and responding to customer inquiries. 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 and amortization 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 and short-term borrowings, and gains and losses on interest rate swap agreements, contingent foreign exchange or other similar contracts, net of interest earned on short-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. Results of Operations Net Income Net income attributable to common shareholders for the year ended December 31, 2017 of $658 million is a decrease of $63 million or 8.7% from the prior year. Significant influences on net income included: • decrease in transmission and distribution revenues due to lower energy consumption during 2017 resulting from milder weather; • higher transmission revenues driven by OEB’s decision on the 2017–2018 transmission rates filing; • transmission and distribution revenues were also impacted by a reduction in the 2017 allowed regulated return on equity (ROE) from 9.19% to 8.78%; HYDRO ONE LIMITED ANNUAL REPORT 2017 17 MANAGEMENT'S DISCUSSION AND ANALYSIS • lower OM&A costs primarily resulting from a reduction of provision • higher depreciation expense due to an increase in property, plant for payments in lieu of property taxes following a favourable reassessment of the regulations, insurance proceeds received due to failed equipment at two transformer stations, and a tax recovery of previous year’s expenses; as well as reduced vegetation management costs and lower support services costs. These factors were offset by higher consulting costs primarily related to the acquisition of Avista Corporation; and lower bad debt expense in 2016 due to revised estimates of uncollectible accounts resulting from the stabilization of the customer information system; • increased financing charges primarily due to the issuance of convertible debentures in August 2017; as well as a higher weighted average long-term debt portfolio during 2017 compared to 2016, including long-term debt assumed as part of the HOSSM acquisition in the fourth quarter of 2016; and and equipment. EPS and Adjusted EPS EPS of $1.11 in 2017, compared to $1.21 in 2016. The decrease in EPS was driven by lower net income in 2017, as discussed above. Adjusted EPS, which adjusts for costs related to the Avista Corporation acquisition, was $1.17 in 2017, compared to $1.21 in 2016. The decrease in Adjusted EPS was also driven by lower net income in 2017, as discussed above, excluding the aforementioned impact related to Avista Corporation acquisition. See section “Non-GAAP Measures” for description of Adjusted EPS. Revenues Year ended December 31 (millions of dollars, except as otherwise noted) Transmission Distribution Other Total revenues Transmission Distribution, net of purchased power Other Total revenues, net of purchased power 2017 1,578 4,366 46 5,990 1,578 1,491 46 3,115 2016 1,584 4,915 53 6,552 1,584 1,488 53 3,125 Transmission: Average monthly Ontario 60-minute peak demand (MW) Distribution: Electricity distributed to Hydro One customers (GWh) 19,587 25,876 20,690 26,289 Change (0.4%) (11.2%) (13.2%) (8.6%) (0.4%) 0.2% (13.2%) (0.3%) (5.3%) (1.6%) Transmission Revenues Transmission revenues decreased by 0.4% in 2017 primarily due to the following: Distribution Revenues, Net of Purchased Power Distribution revenues, net of purchased power, increased by 0.2% in 2017 primarily due to the following: • lower average monthly Ontario 60-minute peak demand mainly due • lower energy consumption mainly resulting from milder weather in the to milder weather in the first three quarters of 2017; first three quarters of 2017; offset by • decreased OEB approved transmission rates primarily reflecting • higher external revenues related to Conservation and Demand a reduction in 2017 allowed ROE for the transmission business from 9.19% to 8.78%; offset by • higher revenues driven by the OEB’s decision on the 2017–2018 transmission rates filing; and • additional revenues resulting from the acquisition of HOSSM in the fourth quarter of 2016. Management (CDM) incentive bonus; and • higher OEB-approved distribution rates for 2017, net of a reduction in 2017 allowed ROE for the distribution business from 9.19% to 8.78%. 18 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS OM&A Costs Year ended December 31 (millions of dollars) Transmission Distribution Other 2017 375 593 98 1,066 2016 382 608 79 1,069 Change (1.8%) (2.5%) 24.1% (0.3%) Transmission OM&A Costs The decrease of 1.8% in transmission OM&A costs for the year ended December 31, 2017 was primarily due to: • a reduction of provision for payments in lieu of property taxes following Other OM&A Costs The increase in other OM&A costs for the year ended December 31, 2017 was driven by higher consulting costs primarily related to the acquisition of Avista Corporation. a favourable reassessment of the regulation; • lower support services costs; and • insurance proceeds received due to equipment failures at the Fairchild and Campbell transmission stations; partially offset by • higher volume of environmental management program work. Depreciation and Amortization The increase of $39 million or 5.0% in depreciation and amortization costs for 2017 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. Distribution OM&A Costs The decrease of 2.5% in distribution OM&A costs for the year ended December 31, 2017 was primarily due to: • continued lower expenditures for vegetation management due to strategic changes to the forestry program scope that resulted in cost efficiency and improved management of the Company’s rights of ways; • lower volume of line maintenance work; Financing Charges The increase of $46 million or 11.7% in financing charges for the year ended December 31, 2017 was primarily due to the following: • an increase in interest expense on long-term debt driven by a higher weighted average long-term debt portfolio during 2017 including the long-term debt assumed as part of the HOSSM acquisition in the fourth quarter of 2016; partially offset by a decrease in the weighted average interest rate for long-term debt; and • lower spend on development and research programs; and • an increase in interest expense related to the Convertible Debentures • a tax recovery of previous year’s expenses; partially offset by issued in August 2017. • lower bad debt expense in 2016 due to revised estimates of uncollectible accounts as a result of stabilization of the customer information system, partially offset by lower bad debt expense in 2017 attributable to lower write-offs and improved accounts receivable aging; and • increased storm restoration costs as a result of Hurricane Irma restoration efforts in Florida. These restoration efforts had no impact on the Company’s net income, as related revenues were recorded in distribution revenues during the year. Income Tax Expense Income tax expense for the year ended December 31, 2017 decreased by $28 million compared to 2016, and the Company realized an effective tax rate of approximately 14.0% in 2017, compared to approximately 15.7% realized in 2016. The decreases in the tax expense and the effective tax rate are primarily due to lower income before taxes in 2017. Common Share Dividends In 2017, the Company declared and paid cash dividends to common shareholders as follows: Date Declared February 9, 2017 May 3, 2017 August 8, 2017 November 9, 2017 Record Date Payment Date Total Amount Amount per Share (millions of dollars) March 14, 2017 June 13, 2017 September 12, 2017 December 12, 2017 March 31, 2017 June 30, 2017 September 29, 2017 December 29, 2017 $ $ $ $ 0.21 0.22 0.22 0.22 125 131 131 131 518 HYDRO ONE LIMITED ANNUAL REPORT 2017 19 MANAGEMENT'S DISCUSSION AND ANALYSIS Following the conclusion of the fourth quarter of 2017, the Company declared a cash dividend to common shareholders as follows: Date Declared February 12, 2018 Selected Annual Financial Statistics Year ended December 31 (millions of dollars, except per share amounts) Revenues Net income attributable to common shareholders Basic EPS Diluted EPS Basic Adjusted EPS Diluted Adjusted EPS Dividends per common share declared Dividends per preferred share declared Record Date Payment Date Total Amount Amount per Share (millions of dollars) March 13, 2018 March 29, 2018 $ 0.22 131 2017 2016 5,990 658 1.11 $ 1.10 $ 1.17 $ 1.16 $ 0.87 $ 1.06 $ 6,552 721 1.21 $ 1.21 $ 1.21 $ 1.21 $ 0.971 $ 1.12 $ 2015 6,538 690 1.39 1.39 1.16 1.16 1.83 1.03 $ $ $ $ $ $ 1 The $0.97 per share dividends declared in 2016 included $0.13 for the post-IPO period from November 5 to December 31, 2015, and $0.84 for the year ended December 31, 2016. December 31 (millions of dollars) Total assets Total non-current financial liabilities Quarterly Results of Operations Quarter ended 2017 25,701 9,802 2016 25,351 10,078 2015 24,294 8,207 (millions of dollars, except EPS) Dec 31, 2017 Sep 30, 2017 Jun 30, 2017 Mar 31, 2017 Dec 31, 2016 Sep 30, 2016 Jun 30, 2016 Mar 31, 2016 Revenues Purchased power Revenues, net of purchased power Net income to common shareholders Basic EPS Diluted EPS Basic Adjusted EPS1 Diluted Adjusted EPS1 1,439 662 777 1,522 675 1,371 649 1,658 889 1,614 858 1,706 870 1,546 803 847 722 769 756 836 743 155 0.26 $ 0.26 $ 0.29 $ 0.28 $ $ $ $ $ 219 0.37 $ 0.37 $ 0.40 $ 0.40 $ 117 0.20 $ 0.20 $ 0.20 $ 0.20 $ 167 0.28 $ 0.28 $ 0.28 $ 0.28 $ 128 0.22 $ 0.21 $ 0.22 $ 0.21 $ 233 0.39 $ 0.39 $ 0.39 $ 0.39 $ 152 0.26 $ 0.25 $ 0.26 $ 0.25 $ 1,686 896 790 208 0.35 0.35 0.35 0.35 1 See section “Non-GAAP Measures” for description of Adjusted EPS. Variations in revenues and net income over the quarters are primarily due to the impact of seasonal weather conditions on customer demand and market pricing. 20 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS Capital Investments The Company makes capital investments to maintain the safety, reliability and integrity of its transmission and distribution system 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. Assets Placed In-Service The following table presents Hydro One’s assets placed in-service during the year ended December 31, 2017 and 2016: Year ended December 31 (millions of dollars) Transmission Distribution Other Total assets placed in-Service 2017 889 689 14 2016 Change 937 662 6 (5.1%) 4.1% 133.3% (0.8%) 1,592 1,605 Transmission Assets Placed In-Service Transmission assets placed in-service decreased by $48 million or 5.1% during the year ended December 31, 2017 primarily due to the following: Distribution Assets Placed In-Service Distribution assets placed in-service increased by $27 million or 4.1% during the year ended December 31, 2017 primarily due to the following: • substantial investments of two major local area supply projects, Guelph Area Transmission Refurbishment and Toronto Midtown Transmission Reinforcement, were placed in-service in 2016; • completion of the Advanced Distribution System project at Owen Sound transmission station in 2016; • timing of assets placed in-service for the sustainment investments at Burlington and Bruce A transmission stations; partially offset by investments at Aylmer and Overbrook transmission stations; and • higher volume of subdivision connections due to increased demand; • the completion of the Move-to-Mobile project in June 2017; • the completion of an operation center in Bolton in February 2017; • the completion of the Outage Response Management System (ORMS) project in the third quarter of 2017; and • substantial investments that were placed in-service for the Leamington transmission station feeder development project; partially offset by • lower volume of end-of-life transformer replacements work; partially • the Advanced Metering Infrastructure Wireless Telecom project was offset by • substantial investments of major development projects at Leamington and Holland transmission stations were placed in-service in the fourth quarter of 2017; • higher volume of overhead lines and component refurbishments and replacements; and • the completion of the Field Workforce Optimization (Move-to-Mobile) project in June 2017. placed in-service during 2016; • lower volume of generation connection projects; and • lower volume of distribution station refurbishments and spare transformer purchases. HYDRO ONE LIMITED ANNUAL REPORT 2017 21 MANAGEMENT'S DISCUSSION AND ANALYSIS Capital Investments The following table presents Hydro One’s capital investments during the years ended December 31, 2017 and 2016: Year ended December 31 (millions of dollars) Transmission Sustaining Development Other Distribution Sustaining Development Other Other Total capital investments 2017 2016 Change 764 137 67 968 280 227 81 588 11 750 156 82 988 384 217 102 703 6 1,567 1,697 1.9% (12.2%) (18.3%) (2.0%) (27.1%) 4.6% (20.6%) (16.4%) 83.3% (7.7%) Transmission Capital Investments Transmission capital investments decreased by $20 million or 2.0% during the year ended December 31, 2017. Principal impacts on the levels of capital investments included: Distribution Capital Investments Distribution capital investments decreased by $115 million or 16.4% during the year ended December 31, 2017. Principal impacts on the levels of capital investments included: • construction work on Clarington Transmission Station project is substantially complete and therefore, lower investments in 2017; • lower volume of work within station refurbishment programs; • lower volume of line refurbishments and replacements work; • decreased investments in information technology projects, primarily due to completion of certain projects and timing of work on other projects; • lower volume of transmission station refurbishments and component replacements work; and • substantial completion of the Guelph Area Transmission Refurbishment project in 2016; partially offset by • lower volume of wood pole replacements; • lower volume of fleet and work equipment purchases; • decreased investments in information technology projects, primarily due to completion of certain projects and timing of work on other projects; • completion of the Bolton Operation Centre; partially offset by • higher volume of overhead lines and component refurbishments and • higher volume of work on new connections and upgrades due to replacements; and increased demand. • substantial completion of the Leamington transmission station project to address the electricity needs in Windsor and Essex County. 22 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS Major Transmission Capital Investment Projects The following table summarizes the status of significant transmission projects as at December 31, 2017: Project Name Location Type Anticipated In-Service Date Estimated Cost Capital Cost To Date Development Projects: Supply to Essex County Transmission Reinforcement Clarington Transmission Station Windsor-Essex area Southwestern Ontario Oshawa area Southwestern Ontario New transmission line and station 2018 $ 57 million1 $ 52 million New transmission station 2018 $ 267 million $ 223 million East-West Tie Expansion Station Northern Ontario New transmission connection and station expansion 2021 $ 157 million $ 7 million Northwest Bulk Transmission Line Thunder Bay New transmission line 2024 $ 350 million $ 1 million Sustainment Projects: Bruce A Transmission Station Northwestern Ontario Tiverton Southwestern Ontario Richview Transmission Station Circuit Breaker Replacement Toronto Southwestern Ontario Beck #2 Transmission Station Circuit Breaker Replacement Lennox Transmission Station Circuit Breaker Replacement Niagara area Southwestern Ontario Napanee Southeastern Ontario Station sustainment 2020 $ 109 million2 $ 105 million Station sustainment 2019 $103 million $ 85 million Station sustainment 2022 $ 93 million $ 51 million Station sustainment 2023 $ 95 million $ 44 million 1 In February 2018, the estimated cost to complete the Supply to Essex County Transmission Reinforcement project was reduced from $73 million to $57 million. 2 The estimated cost to complete the Bruce A Transmission Station project is currently under review. Future Capital Investments Following is a summary of estimated capital investments by Hydro One over the years 2018 to 2022. The Company’s estimates are based on management’s expectations of the amount of capital expenditures that will be required to provide transmission and distribution services that are efficient, reliable, and provide value for customers, consistent with the OEB’s Renewed Regulatory Framework. The 2018 transmission capital investments estimates differ from the prior year disclosures, representing an annual decrease of $122 million to reflect the OEB’s focus on planning practices and the pacing of sustainment capital investments, specifically, tower coating, stations, and insulator investments, as indicated in the OEB’s 2017–2018 transmission rates decision issued in September 2017. The projections and the timing of 2019–2022 expenditures are subject to approval by the OEB. The following table summarizes Hydro One’s annual projected capital investments for 2018 to 2022, by business segment: (millions of dollars) Transmission Distribution Other Total capital investments 2018 1,010 641 9 1,660 2019 1,217 751 8 1,976 The following table summarizes Hydro One’s annual projected capital investments for 2018 to 2022, by category: (millions of dollars) Sustainment Development Other1 Total capital investments 2018 1,103 340 217 1,660 2019 1,220 484 272 1,976 1 “Other” capital expenditures consist of special projects, such as those relating to information technology. 2020 1,278 715 6 1,999 2020 1,328 487 184 1,999 2021 1,486 719 9 2,214 2021 1,547 490 177 2,214 2022 1,404 805 8 2,217 2022 1,608 430 179 2,217 HYDRO ONE LIMITED ANNUAL REPORT 2017 23 MANAGEMENT'S DISCUSSION AND ANALYSIS Summary of Sources and Uses of Cash Hydro One’s primary sources of cash flows are funds generated from operations, capital market debt issuances and bank credit facilities that are used to satisfy Hydro One’s capital resource requirements, including the Company’s capital expenditures, servicing and repayment of debt, and dividend payments. Year ended December 31 (millions of dollars) Cash provided by operating activities Cash provided by (used in) financing activities Cash used in investing activities Decrease in cash and cash equivalents Cash Provided by Operating Activities Cash from Operating Activities increased by $60 million during 2017 primarily due to changes in regulatory variance and deferral accounts, as well as lower energy-related receivables which decreased as a result of improved collections in 2017. These factors were partially offset by changes in accrual balances. Cash Provided by Financing Activities Sources of Cash • The Company did not issue long-term debt in 2017, compared to proceeds from the issuance of $2.3 billion in 2016. • The Company received proceeds of $3,795 million from the issuance of short-term notes in 2017, compared to $3,031 million received in 2016. • In 2017, the Company received proceeds of $513 million, representing the first instalment of the convertible debentures issued, gross of $27 million financing costs, compared to no convertible debentures issuances in 2016. Uses of Cash • Dividends paid in 2017 were $536 million, consisting of $518 million common share dividends and $18 million of preferred share dividends, compared to dividends of $596 million paid in 2016, consisting of $577 million common share dividends and $19 million of preferred share dividends. The 2016 common share dividends included $77 million of dividends for the post-IPO period from November 5 to December 31, 2015, and $500 million of dividends for the year ended December 31, 2016. • The Company repaid $3,338 million of short-term notes in 2017, compared to $4,053 million repaid in 2016. • The Company repaid $602 million of long-term debt in 2017, compared to long-term debt of $502 million repaid in 2016. Cash Used in Investing Activities Uses of Cash • Capital expenditures were $114 million lower in 2017, primarily due to lower volume and timing of capital investment work. • In 2016, the Company paid $224 million to acquire HOSSM, compared to no acquisition payments made in 2017. 24 HYDRO ONE LIMITED ANNUAL REPORT 2017 2017 1,716 (201) (1,540) (25) 2016 1,656 161 (1,861) (44) 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 bank 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 up to 365 days. At December 31, 2017, Hydro One Inc. had $926 million in commercial paper borrowings outstanding, compared to $469 million outstanding at December 31, 2016. In addition, the Company has revolving bank credit facilities totalling $2,550 million maturing in 2021 and 2022. 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, 2017, the Company’s long-term debt in the principal amount of $10,069 million included $9,923 million of long-term debt, the majority of which was issued under Hydro One Inc.’s Medium Term Note (MTN) Program, and long-term debt in the principal amount of $146 million held by HOSSM. At December 31, 2017, the maximum authorized principal amount of notes issuable under the current MTN Program prospectus filed in December 2015 was $3.5 billion, with $1.2 billion remaining available for issuance until January 2018. The long-term debt consists of notes and debentures that mature between 2018 and 2064, and at December 31, 2017, had an average term to maturity of approximately 15.8 years and a weighted average coupon rate of 4.2%. In March 2016, Hydro One filed a universal short form base shelf prospectus (Universal Base Shelf Prospectus) which allows the Company to offer, from time to time in one or more public offerings, up to $8.0 billion of debt, equity or other securities, or any combination thereof, during the 25-month period ending on April 30, 2018. During the second quarter of 2017, Hydro One announced the closing of a secondary offering of a portion of its common shares previously owned by the Province. See “Other Developments – Secondary Common Share Offering” for details of this transaction. Upon closing of the transaction, $3,240 million remained available under the Universal Base Shelf Prospectus. MANAGEMENT'S DISCUSSION AND ANALYSIS On August 9, 2017, in connection with the acquisition of Avista Corporation, the Company completed the sale of $1,540 million aggregate principal amount of 4.00% convertible unsecured subordinated debentures (Convertible Debentures) represented by instalment receipts, which included the exercise in full of the over-allotment option granted to the underwriters to purchase an additional $140 million aggregate principal amount of the Convertible Debentures. The Convertible Debentures instalment receipts trade on the Toronto Stock Exchange under the ticker symbol “H.IR”. The Convertible Debentures were sold as part of Hydro One’s acquisition financing strategy to acquire Avista Corporation (see section Other Developments – Avista Corporation Purchase agreement), which includes the issuance of $1,540 million of Hydro One common shares and US$2.6 billion of Hydro One debt. The Convertible Debentures were sold to satisfy the equity component of the acquisition financing strategy. To mitigate the foreign currency risk related to the portion of the Avista Corporation acquisition purchase price financed by the issuance of Convertible Debentures, in October 2017, the Company entered into a deal-contingent foreign exchange forward contract to convert $1.4 billion Canadian to US dollars at an initial forward rate of 1.27486 Canadian per 1.00 US dollars and a range up to 1.28735 Canadian per 1.00 US dollars based on the settlement date. The contract is contingent on the Company closing the proposed Avista Corporation acquisition. If the acquisition does not close, the contract would not be completed and no amounts would be exchanged. The contract can be executed upon approval of the acquisition up to March 31, 2019. The balance of the Avista Corporation acquisition will be financed by issuing long-term debt denominated in US dollars which will act as an economic hedge. At December 31, 2017, a fair value loss of $3 million was recorded with a corresponding derivative liability. At December 31, 2017, the Company was in compliance with all financial covenants and limitations associated with the outstanding borrowings and credit facilities. Credit Ratings At December 31, 2017, Hydro One’s corporate credit ratings were as follows: Rating Agency Standard & Poor’s Rating Services (S&P)1 Corporate Credit Rating A 1 On July 19, 2017, S&P revised its outlook on the Company to negative from stable, while affirming the existing corporate credit rating. Hydro One has not obtained a credit rating in respect of any of its securities. An issuer rating from S&P is a forward-looking opinion about an obligor’s overall creditworthiness. This opinion focuses on the obligor’s capacity and willingness to meet its financial commitments as they come due but it does not apply to any specific financial obligation. An obligor with a long-term credit rating of ‘A’ has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories. The rating above is not a recommendation to purchase, sell or hold any of Hydro One’s securities and does not comment on the market price or suitability of any of the securities for a particular investor. There can be no assurance that the rating will remain in effect for any given period of time or that the rating will not be revised or withdrawn entirely by S&P at any time in the future. Hydro One has made, and anticipates making, payments to S&P pursuant to agreements entered into with S&P in respect of the rating assigned to Hydro One and expects to make payments to S&P in the future to the extent it obtains a rating specific to any of its securities. At December 31, 2017, Hydro One Inc.’s long-term and short-term debt ratings were as follows: Rating Agency DBRS Limited Moody’s Investors Service (Moody’s)1 S&P1 Short-term Debt Rating Long-term Debt Rating R-1 (low) Prime-2 A-1 A (high) A3 A 1 On July 19, 2017, S&P and Moody’s revised their outlooks on Hydro One Inc. to negative from stable, while affirming the existing debt ratings. Effect of Interest Rates The Company is exposed to fluctuations of interest rates as its regulated return on equity (ROE) is derived using a formulaic approach that takes into account changes in benchmark interest rates for Government of Canada debt and the A-rated utility corporate bond yield spread. 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 2017, Hydro One contributed approximately $87 million to its pension plan, compared to contributions of approximately $108 million in 2016, and incurred $88 million in net periodic pension benefit costs, compared to $116 million incurred in 2016. HYDRO ONE LIMITED ANNUAL REPORT 2017 25 MANAGEMENT'S DISCUSSION AND ANALYSIS In May 2017, Hydro One filed an actuarial valuation of its Pension Plan as at December 31, 2016. Based on this valuation and 2017 levels of pensionable earnings, the 2017 annual Company pension contributions have decreased by approximately $17 million from $105 million as estimated at December 31, 2016, primarily due to improvements in the funded status of the plan and future actuarial assumptions, and also reflect the impact of changes implemented by management to improve the balance between employee and Company contributions to the Pension Plan. Hydro One estimates that total Company pension contributions for 2018 and 2019 will be approximately $71 million for each year. The Company’s pension benefits obligation is impacted by various assumptions and estimates, such as discount rate, rate of return on 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”. 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 Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Summary of Contractual Obligations and Other Commercial Commitments The following table presents a summary of Hydro One’s debt and other major contractual obligations and commercial commitments: December 31, 2017 (millions of dollars) Contractual obligations (due by year) Long-term debt – principal repayments Long-term debt – interest payments Convertible debentures – principal repayments1 Convertible debentures – interest payments Short-term notes payable Pension contributions2 Environmental and asset retirement obligations Outsourcing agreements Operating lease commitments Long-term software/meter agreement Total contractual obligations Other commercial commitments (by year of expiry) Credit facilities3 Letters of credit4 Guarantees5 Total other commercial commitments Total 10,069 7,690 513 601 926 151 215 247 44 56 20,512 2,550 177 325 3,052 Less than 1year 1-3 years 3-5 years More than 5 years 752 426 — 62 926 71 28 139 12 17 2,433 — 177 325 502 1,384 786 — 123 — 80 59 97 18 33 2,580 — — — — 1,107 725 — 123 — — 65 4 10 3 2,073 2,550 — — 2,550 6,826 5,753 513 293 — — 63 7 4 3 13,462 — — — — 1 The Company expects that the Convertible Debentures will be converted to common shares upon closing of the Avista Corporation acquisition. 2 Contributions to the Hydro One Pension Fund are generally made one month in arrears. The 2018 and 2019 minimum pension contributions are based on an actuarial valuation as at December 31, 2016 and projected levels of pensionable earnings. 3 In June 2017, the maturity date of Hydro One Inc.’s $2.3 billion credit facilities was extended from June 2021 to June 2022. 4 Letters of credit consist of a $154 million letter of credit related to retirement compensation arrangements, a $16 million letter of credit provided to the IESO for prudential support, $6 million in letters of credit to satisfy debt service reserve requirements, and $1 million in letters of credit for various operating purposes. 5 Guarantees consist of prudential support provided to the IESO by Hydro One Inc. on behalf of its subsidiaries. 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 deemed 40% equity level 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 and variance accounts over specified time frames. 26 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS The following table summarizes the status of Hydro One’s major regulatory proceedings: Application Electricity Rates Hydro One Networks Hydro One Networks Hydro One Networks B2M LP HOSSM Years Type Status 2017–2018 2015–2017 2018–2022 2015–2019 2017–2018 Transmission – Cost-of-service Distribution – Custom Distribution – Custom Transmission – Cost-of-service Transmission – Revenue Cap OEB decision received1 OEB decision received OEB decision pending OEB decision received OEB decision received Mergers Acquisitions Amalgamations and Divestitures (MAAD) Orillia Power Distribution Corporation n/a Acquisition OEB decision pending Leave to Construct East-West Tie Station Expansion n/a Section 92 OEB decision pending 1 In October 2017, the Company filed a Motion to Review and Vary the OEB’s decision and filed an appeal with the Divisional Court of Ontario. The following table summarizes the key elements and status of Hydro One’s electricity rate applications: Application Transmission Hydro One Networks B2M LP HOSSM Distribution Hydro One Networks ROE Allowed (A) or Forecast (F) 8.78% (A) 9.00% (A) 8.78% (A) 9.00% (A) 9.00% (F) 9.19% (A) 9.19% (A) 8.78% (A) 9.00% (A) 9.00% (F) 9.00% (F) 9.00% (F) 9.00% (F) Year 2017 2018 2017 2018 2019 2017 2018 2017 2018 2019 2020 2021 2022 Rate Base Rate Application Status Rate Order Status $10,523 million $11,148 million Approved in September 2017 Approved in September 2017 Approved in November 2017 Approved in December 2017 $509 million $502 million $496 million $218 million $218 million $7,190 million $7,666 million $8,027 million $8,430 million $8,960 million $9,327 million Approved in December 2015 Approved in December 2015 Approved in December 2015 Approved in June 2017 Filed in December 2017 To be filed in 2018 Q4 Approved in September 2017 Approved in September 2017 n/a n/a Approved in March 2015 Filed in March 20171 Filed in March 20171 Filed in March 20171 Filed in March 20171 Filed in March 20171 Approved in December 2016 To be filed in 2018 Q4 To be filed in 2018 Q4 To be filed in 2019 Q4 To be filed in 2020 Q4 To be filed in 2021 Q4 1 On June 7 and December 21, 2017, Hydro One Networks filed updates to the application reflecting recent financial results and other adjustments. Electricity Rates Applications Hydro One Networks – Transmission On September 28, 2017, the OEB issued its Decision and Order on Hydro One Networks’ 2017 and 2018 transmission rates revenue requirements (Decision), with 2017 rates effective January 1, 2017. Key changes to the application as filed included reductions in planned capital expenditures of $126 million and $122 million for 2017 and 2018, respectively, in OM&A expenses related to compensation by $15 million for each year, and in estimated tax savings from the IPO by $24 million and $26 million for 2017 and 2018, respectively. On October 10, 2017, Hydro One Networks filed a Draft Rate Order reflecting the changes outlined in the Decision. In its Decision, the OEB concluded that the net deferred tax asset resulting from transition from the payments in lieu of tax regime under the Electricity Act (Ontario) to tax payments under the federal and provincial tax regime should not accrue entirely to Hydro One’s shareholders and that a portion should be shared with ratepayers. On November 9, 2017, the OEB issued a Decision and Order that calculated the portion of the tax savings that should be shared with ratepayers. The OEB’s calculation would result in an impairment of Hydro One Networks’ transmission deferred income tax regulatory asset of up to approximately $515 million. If the OEB were to apply the same calculation for sharing in Hydro One Networks’ 2018–2022 distribution rates, for which a decision is currently outstanding, it would result in an additional impairment of up to approximately $370 million related to Hydro One Networks’ distribution deferred income tax regulatory asset. HYDRO ONE LIMITED ANNUAL REPORT 2017 27 MANAGEMENT'S DISCUSSION AND ANALYSIS In October 2017, the Company filed a Motion to Review and Vary (Motion) the Decision and filed an appeal with the Divisional Court of Ontario (Appeal). On December 19, 2017, the OEB granted a hearing of the merits of the Motion which is scheduled for mid-February 2018. In both cases, the Company’s position is that the OEB made errors of fact and law in its determination of allocation of the tax savings between the shareholders and ratepayers. The Appeal is being held in abeyance pending the outcome of the Motion. If the Decision is upheld, based on the facts known at this time, the exposure from the potential impairments would be a one-time decrease in net income of up to approximately $885 million, resulting in an annual decrease to FFO in the range of $50 million to $60 million. Based on the assumptions that the OEB applies established rate making principles in a manner consistent with its past practice and does not exercise its discretion to take other policy considerations into account, management is of the view that it is likely that the Company’s Motion will be granted and the aforementioned tax savings will be allocated to the benefit of Hydro One shareholders. In October 2017, the intervenor Anwaatin Inc. also filed a Motion to Review and Vary the OEB Decision (Anwaatin Motion) alleging that the OEB breached its duty of procedural fairness, failed to respond to certain evidence, and failed to provide reasons on the capital budget as it related to reliability issues impacting Anwaatin Inc.’s constituents. The Anwaatin Motion will be heard by the OEB on February 13, 2018. On November 23, 2017, the OEB approved the 2017 rates revenue requirement of $1,438 million. On December 20, 2017, the OEB approved the 2018 rates revenue requirement of $1,511 million, which included a $25 million increase from the approved amount, as a result of the OEB-updated cost of capital parameters. Uniform Transmission Rates (UTRs), reflecting these approved amounts, were approved by the OEB on February 1, 2018 to be effective as of January 1, 2018. Hydro One Networks – Distribution On March 31, 2017, Hydro One Networks filed a custom application with the OEB for 2018–2022 distribution rates under the OEB’s incentive-based regulatory framework (2018–2022 Distribution Application), which was subsequently updated on June 7 and December 21, 2017. The application reflects the level of capital investments required to minimize degradation in overall system asset condition, to meet regulatory requirements, and to maintain current reliability levels. Management expects that a decision will be received in 2018. On November 17, 2017, Hydro One filed with the OEB a request for interim rates based on current OEB-approved rates, adjusted for an updated load forecast. On December 1, 2017, the OEB denied this request and set interim rates based on current OEB-approved rates with no adjustments. In Hydro One’s December 21, 2017 update to the 2018–2022 Distribution Application, Hydro One described the impact to the proposed revenue requirement of various developments since initially filing the application. These included, without limitation, the updated cost of capital parameters and inflation factor for 2018 issued by the OEB, and reductions in the 2018 OM&A forecast and 2018–2022 capital forecasts. B2M LP In December 2015, the OEB approved B2M LP’s revenue requirement for years 2015 to 2019, subject to annual updates in each of 2016, 2017 and 2018 to adjust its revenue requirement for the following year consistent with the OEB’s updated cost of capital parameters. On June 8, 2017, the OEB approved B2M LP’s Rate Order reflecting 2017 transmission revenue requirement of $34 million, effective January 1, 2017. On February 1, 2018, the OEB issued its Decision and Rate Order for 2018 UTRs declaring the 2018 UTRs as interim, as the B2M LP application for an update to its 2018 transmission revenue requirement is still under consideration by the OEB. HOSSM On September 28, 2017, the OEB issued its Decision and Order on HOSSM’s 2017 transmission rates application, denying the requested revenue requirement for 2017. HOSSM’s 2016 approved revenue requirement of $41 million will remain in effect for 2017 and 2018. Hydro One Remote Communities Inc. On August 28, 2017, Hydro One Remote Communities Inc. filed an application with the OEB seeking approval of its 2018 revenue requirement of $57 million and electricity rates effective May 1, 2018. On December 14, 2017, the OEB issued a Procedural Order with key dates for filing additional materials and reply submissions. On February 7, 2018, Hydro One Remote Communities Inc. and the intervenors in the rate proceeding reached a full settlement agreement on all issues. The agreement is expected to be reviewed by the OEB for approval in March 2018. Upon the OEB’s approval, new rates are expected to be implemented by May 1, 2018. Hydro One Remote Communities Inc. is fully financed by debt and is operated as a break-even entity with no ROE. MAAD Applications Orillia Power MAAD Application In August 2016, the Company reached an agreement to acquire Orillia Power Distribution Corporation (Orillia Power). The acquisition is subject to regulatory approval by the OEB. On July 27, 2017, the OEB issued a Procedural Order No.6 (Procedural Order) in the matter of Hydro One’s MAAD application to acquire Orillia Power. The Procedural Order stated that the OEB has decided to delay a decision on the Orillia Power MAAD application until Hydro One defends its cost allocation proposal in the 2018–2022 Distribution Application hearing to determine if the Orillia Power acquisition is likely to cause harm to any of its current customers. Because of the timetable of the 2018–2022 Distribution Application hearing, and the time it will take to receive a decision in that hearing, the effect of the Procedural Order will be to delay the Orillia Power MAAD application decision by as much as 18 months or more. On August 14, 2017, Hydro One filed a Motion to Review and Vary the Procedural Order requesting the OEB to allow the Orillia Power MAAD application to proceed immediately in the ordinary course. On October 24, 2017, the OEB issued a Procedural Order in response to Hydro One’s Motion to Review and Vary, with key dates for filing additional materials on the Motion, hearing date, and filing of reply submissions. Final argument on the Motion to Review and Vary was filed on December 13, 2017. 28 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSISOn January 4, 2018, the OEB issued its Decision on Hydro One’s Motion to Review and Vary, granting the motion and referring the MAAD file back to the original OEB panel for reconsideration. The OEB’s findings were based on both procedural unfairness and the impact that a lengthy delay will have on the operations of Orillia Power. On February 5, 2018, the OEB issued Procedural Order No. 7 directing Hydro One to file evidence or submissions on its expectations of the overall cost structures following the deferred rebasing period and the effect on Orillia Power customers by February 15, 2018. Other Applications East-West Tie In 2013, NextBridge Infrastructure (NextBridge), a partnership between NextEra Energy Canada, Enbridge Inc., and Borealis Infrastructure was designated by the OEB to complete the development work for the East- West Tie Line Project, a 230 kV, 400 km transmission line connecting Hydro One’s Wawa and Lakehead transmission stations. This project is necessary to ensure the reliability of electricity supply in Northwestern Ontario, and was included as a priority project in the Province’s 2010 Long- Term Energy Plan. On July 31, 2017, Hydro One filed a Leave to Construct application with the OEB to perform station upgrades to its Wawa and Lakehead transmission stations (East-West Tie Station Expansion), necessary to support the East-West Tie Line Project. Hydro One is acting as an intervenor in NextBridge’s East-West Tie Line Project application. On September 22, 2017, Hydro One filed with the OEB a Letter of Intent indicating that the Company plans to file a Leave to Construct application to construct the East-West Tie Line Project. On December 21, 2017, Hydro One re-confirmed with the OEB that it still intends to file this application in early 2018. On November 13, 2017, NextBridge filed a letter with the OEB asserting that the OEB should strictly limit Hydro One’s intervenor status to matters related to interconnection of the NextBridge East-West Tie Line Project to Hydro One transmission facilities and to ensure that Hydro One does not use its status as the Province’s incumbent transmitter to compete unfairly against NextBridge’s Leave to Construct application. On December 1, 2017, the IESO released its needs assessment for the East-West Tie Line Project, as requested by the Minister of Energy. The IESO has reconfirmed that the project is still the recommended solution to supply electricity in Northwestern Ontario and continues to recommend an in-service date of 2020. On December 5, 2017, Hydro One filed a letter with the OEB in response to NextBridge’s request to impose limitations on Hydro One’s participation as an intervenor. In the letter, Hydro One asked that the OEB allow Hydro One’s status as an intervenor in the proceeding with full intervenor rights, and that the OEB reject NextBridge’s requests relating to (i) documentation provided to Hydro One, (ii) creation of a confidentiality screen, and (iii) creation of novel filing requirements for a Leave to Construct application by Hydro One. On December 21, 2017, both NextBridge and Hydro One received interrogatories from the OEB and Intervenors related to their respective Leave to Construct applications. Hydro One submitted its responses by the January 25, 2017 due date. Other Regulatory Developments Fair Hydro Plan and First Nations Rate Assistance Program In March 2017, Ontario’s Minister of Energy announced the Fair Hydro Plan, which included changes to the Global Adjustment, the Rural or Remote Electricity Rate Protection (RRRP) Program, the introduction of the First Nations rate assistance program, and improving the allocation of delivery charges across the rural and urban geographies of the province. Hydro One worked collaboratively with the OEB on the First Nations rate assistance program, and was a key stakeholder in providing solutions that address both the Global Adjustment and RRRP elements. The Fair Hydro Plan came into effect on July 1, 2017 and resulted in a reduction of approximately 25% on electricity bills for typical Ontario residential customers. The Province also launched a new Affordability Fund aimed at assisting electricity customers who cannot qualify for low-income conservation programs. Additional enhancements were also made to the existing Ontario Electricity Support Program (OESP). Hydro One customers saw the full benefits of the Fair Hydro Plan for all electricity consumed after July 1, 2017. A typical rural residential customer using 750 kWh per month will see savings on their monthly bills of 31% on average, or approximately $600 annually. These changes did not have an impact on the net income of the Company. Hydro One continues to work with First Nations customers living on reserves to help ensure the required applications are submitted to receive the benefits associated with the First Nations rate assistance program which provides a credit on the delivery charge. OEB Pension and Other Post-Employment Benefits Costs On September 14, 2017, the OEB issued its final report, Regulatory Treatment of Pension and Other Post-employment Benefits (OPEBs) Costs (Report), that establishes the use of the accrual accounting method as the default method on which to set rates for pension and OPEB amounts in cost-based applications, unless that method does not result in just and reasonable rates. The Report also provides for the establishment of a variance account, effective January 1, 2018, to track the difference between the forecasted accrual amount in rates and actual cash payments made, with asymmetric carrying charges in favour of ratepayers applied to the differential. Hydro One currently reports and recovers its pension expense on a cash basis, and maintains the accrual method with respect to OPEBs. Transitioning from the cash basis to an accrual method for pension may have material negative rate impacts for customers, including a higher cost recovered through rates, more volatility relating to the ability to predict the effect on rates, and the pension offset (cumulative difference between the cash and accrual basis which is $981 million as at December 31, 2017) having to be recovered in rates on an accelerated basis. As the Report establishes that a basis other than the accrual accounting method may be acceptable if resulting in just and reasonable rates, Hydro One believes that the cash basis treatment of pension costs would continue to be supportable. HYDRO ONE LIMITED ANNUAL REPORT 2017 29 MANAGEMENT'S DISCUSSION AND ANALYSIS Other Developments Strategy In 2017, the Company’s Board of Directors approved Hydro One’s strategy which details the Company’s goal to become North America’s leading utility, centered around three key pillars: (i) optimization and innovation, (ii) diversification, and (iii) growth. Common Shares On May 17, 2017, Hydro One completed a secondary offering (Offering) by the Province, on a bought deal basis, of 120 million common shares of Hydro One. Following completion of the Offering, the Province directly held approximately 49.9% of Hydro One’s total issued and outstanding common shares. This non-dilutive Offering increased the public ownership of Hydro One to approximately 50.1% or 298.6 million common shares. Hydro One did not receive any of the proceeds from the sale of the common shares by the Province. On December 29, 2017, the Province sold 14,391,012 common shares of Hydro One, representing approximately 2.4% of the outstanding common shares, to OFN Power Holdings LP, a limited partnership wholly-owned by Ontario First Nations Sovereign Wealth LP, which is in turn owned by 129 First Nations in Ontario. After completing this transaction, the Province owns approximately 47.4% or 282.4 million common shares of Hydro One. Hydro One did not receive any of the proceeds from the sale of the common shares by the Province. Collective Agreements On April 7, 2017, Hydro One reached an agreement with the Canadian Union of Skilled Workers (CUSW) for a renewal of the collective agreement. The agreement is for a five-year term, covering May 1, 2017 to April 30, 2022. The agreement was ratified by the CUSW and the Hydro One Board of Directors in May 2017. Hydro One has agreements with Inergi LP (Inergi) for the provision of back office and IT outsourcing services, including settlements, source to pay services, pay operations services, information technology and finance and accounting services, expiring on December 31, 2019, and for the provision of customer service operations outsourcing services expiring on February 28, 2018. Hydro One is currently in the process of insourcing the customer service operations services and will not be renewing the existing agreement for these services with Inergi. Agreements have been reached with The Society of Energy Professionals (the Society) and the Power Workers’ Union (PWU) to facilitate the insourcing of these services effective March 1, 2018. The current collective agreement with the PWU expires on March 31, 2018. In January 2018, Hydro One and the PWU commenced collective bargaining with the official exchange of bargaining agendas. Both sides acknowledged their commitment to working towards the timely completion of collective bargaining. Exemptive Relief On June 6, 2017, the Canadian securities regulatory authorities granted (i) the Minister of Energy, (ii) Ontario Power Generation Inc. (on behalf of itself and the segregated funds established as required by the Nuclear Fuel Waste Act (Canada)) and (iii) agencies of the Crown, provincial Crown 30 HYDRO ONE LIMITED ANNUAL REPORT 2017 corporations and other provincial entities (collectively, the Non-Aggregated Holders) exemptive relief, subject to certain conditions, to enable each Non-Aggregated Holder to treat securities of Hydro One that it owns or controls separately from securities of Hydro One owned or controlled by the other Non-Aggregated Holders for purposes of certain take-over bid, early warning reporting, insider reporting and control person distribution rules and certain distribution restrictions under Canadian securities laws. Hydro One was also granted relief permitting it to rely solely on insider reports and early warning reports filed by Non-Aggregated Holders when reporting beneficial ownership or control or direction over securities in an information circular or annual information form in respect of securities beneficially owned or controlled by any Non-Aggregated Holder subject to certain conditions. Avista Corporation Purchase Agreement On July 19, 2017, Hydro One reached an agreement to acquire Avista Corporation (Merger) for approximately $6.7 billion in an all-cash transaction. Avista Corporation is an investor-owned utility providing electric generation, transmission, and distribution services. It is headquartered in Spokane, Washington, with service areas in Washington, Idaho, Oregon, Montana and Alaska. The closing of the Merger is expected to occur in the second half of 2018, subject to receipt of certain regulatory and government approvals, and the satisfaction of customary closing conditions. On September 14, 2017, Hydro One and Avista Corporation filed applications with state utility commissions in Washington, Idaho, Oregon, Montana, and Alaska, as well as with the Federal Energy Regulatory Commission, requesting regulatory approval of the Merger on or before August 14, 2018. On November 21, 2017, the Merger was approved by the shareholders of Avista Corporation. On January 16, 2018, the Federal Energy Regulatory Commission approved the Merger application. Required filings with a number of other agencies will be made in the coming months, including with the Committee on Foreign Investment in the United States, the Federal Communications Commission, and the Department of Justice and the Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Convertible Debenture Offering On August 9, 2017, in connection with the acquisition of Avista Corporation, the Company and its wholly-owned subsidiary, 2587264 Ontario Inc., completed the sale of $1,540 million aggregate principal amount of 4.00% convertible unsecured subordinated debentures represented by instalment receipts (Debenture Offering). Upon closing of the Avista Corporation transaction and conversion of the Convertible Debentures into Hydro One common shares, the Province’s ownership of Hydro One will decrease to approximately 42.3%. See section “Liquidity and Financing Strategy”. The Province waived its pre-emptive right to participate in the Debenture Offering under the governance agreement entered into between Hydro One and the Province dated November 5, 2015 (Governance Agreement). In consideration of granting the waiver, Hydro One agreed that until July 19, 2018: (i) the Company shall not issue common shares pursuant to the Company’s equity compensation plans and any dividend reinvestment plan in an aggregate number that exceeds 1% of the common shares MANAGEMENT'S DISCUSSION AND ANALYSISoutstanding as of July 19, 2017; and (ii) the Company shall not issue voting securities (or securities convertible into voting securities) pursuant to any acquisition transaction without complying with the pre-emptive right provisions of the Governance Agreement. Litigation Litigation Relating to the Merger To date, four putative class action lawsuits have been filed by purported Avista Corporation shareholders in relation to the Merger. First, Fink v. Morris, et al., was filed in Washington state court and the amended complaint names as defendants Avista Corporation’s directors, Hydro One, Olympus Holding Corp., Olympus Corp., and Bank of America Merrill Lynch. The suit alleges that Avista Corporation’s directors breached their fiduciary duties in relation to the Merger, aided and abetted by Hydro One, Olympus Holding Corp., Olympus Corp. and Bank of America Merrill Lynch. The Washington state court issued an order staying the litigation until after the plaintiffs file an amended complaint, which must be no later than 30 days after Avista Corporation or Hydro One publicly announces that the Merger has closed. Second, Jenß v. Avista Corp., et al., Samuel v. Avista Corp., et al., and Sharpenter v. Avista Corp., et al., were each filed in the US District Court for the Eastern District of Washington and named as defendants Avista Corporation and its directors; Sharpenter also named Hydro One, Olympus Holding Corp., and Olympus Corp. The lawsuits alleged that the preliminary proxy statement omitted material facts necessary to make the statements therein not false or misleading. Jenß, Samuel, and Sharpenter were all voluntarily dismissed by the respective plaintiffs with no consideration paid by any of the defendants. The one remaining class action is consistent with expectations for US merger transactions and, while there is no certainty as to outcome, Hydro One believes that the lawsuit is not material to Hydro One. Class Action Lawsuit Hydro One Inc., Hydro One Networks, Hydro One Remote Communities Inc., and Norfolk Power Distribution Inc. are defendants in a class action suit in which the representative plaintiff is seeking up to $125 million in damages related to allegations of improper billing practices. The plaintiff’s motion for certification was dismissed by the court on November 28, 2017, but the plaintiff has appealed the court’s decision, and it is likely that no decision will be rendered by the appeal court until the second half of 2018. At this time, an estimate of a possible loss related to this claim cannot be made. Appointment of Chief Financial Officer On January 28, 2018, Mr. Paul Dobson was appointed to the position of Chief Financial Officer of Hydro One, effective March 1, 2018. Mr. Dobson was most recently the Chief Financial Officer at Direct Energy Ltd. in Houston, Texas. Hydro One Work Force Hydro One has a skilled and flexible work force of approximately 5,400 regular employees and 2,000 non-regular employees province-wide, comprising of a mix of skilled trades, 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 flexibly utilize highly trained and appropriately skilled workers on a project-by-project and seasonal basis. The following table sets out the number of Hydro One employees as at December 31, 2017. PWU1 The Society Canadian Union of Skilled Workers (CUSW) and construction building trade unions2 Total employees represented by unions Management and non-represented employees Total employees Regular Employees Non-Regular Employees 3,362 1,379 — 4,741 681 5,422 706 35 1,254 1,995 23 2,018 Total 4,068 1,414 1,254 6,736 704 7,440 1 Includes 575 non-regular “hiring hall” employees covered by the PWU agreement. 2 The construction building trade unions have collective agreements with the Electrical Power Systems Construction Association (EPSCA). Share-Based Compensation During 2017 and 2016, the Company granted awards under its Long-term Incentive Plan, consisting of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs), all of which are equity settled. At December 31, 2017 and 2016, 429,980 and 230,600 PSUs, respectively, and 393,430 and 254,150 RSUs, respectively, were outstanding. Non-GAAP Measures FFO FFO is defined as net cash from operating activities, adjusted for (i) changes in non-cash balances related to operations, (ii) dividends paid on preferred shares, and (iii) distributions to noncontrolling interest. Management believes that FFO is helpful as a supplemental measure of the Company’s operating cash flows as it excludes timing-related fluctuations in non-cash operating working capital and cash flows not attributable to common shareholders. As such, FFO provides a consistent measure of the cash generating performance of the Company’s assets. HYDRO ONE LIMITED ANNUAL REPORT 2017 31 MANAGEMENT'S DISCUSSION AND ANALYSIS Year ended December 31 (millions of dollars) Net cash from operating activities Changes in non-cash balances related to operations Preferred share dividends Distributions to noncontrolling interest FFO 2017 1,716 (113) (18) (6) 1,579 2016 1,656 (134) (19) (9) 1,494 Adjusted Net Income and Adjusted EPS The following basic and diluted Adjusted EPS has been calculated by management on a supplementary basis which excludes costs related to the Avista Corporation acquisition from net income. Adjusted EPS is used internally by management to assess the Company’s performance and is considered useful because it excludes the impact of acquisition-related costs and provides users with a comparative basis to evaluate the current ongoing operations of the Company compared to prior year. Year ended December 31 Net income attributable to common shareholders (millions of dollars) Costs related to acquisition of Avista Corporation (millions of dollars) Adjusted net income attributable to common shareholders (millions of dollars) Weighted average number of shares Basic Effect of dilutive stock-based compensation plans Diluted Adjusted EPS Basic Diluted 2017 658 36 694 2016 721 — 721 595,287,586 2,234,665 595,000,000 1,700,823 597,522,251 596,700,823 $ $ 1.17 $ 1.16 $ 1.21 1.21 Revenues, Net of Purchased Power Revenues, net of purchased power is defined as revenues less purchased power. Management believes that revenue, net of purchased power is helpful as a measure of net revenues for the Distribution segment, as purchased power is fully recovered through revenues. Year ended December 31 (millions of dollars) Revenues Less: Purchased power Revenues, net of purchased power Year ended December 31 (millions of dollars) Distribution revenues Less: Purchased power Distribution revenues, net of purchased power 2017 5,990 2,875 3,115 2017 4,366 2,875 1,491 2016 6,552 3,427 3,125 2016 4,915 3,427 1,488 FFO, basic and diluted Adjusted EPS, and Revenues, net of purchased power 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. 32 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS Related Party Transactions The Province is a shareholder of Hydro One with approximately 47.4% ownership at December 31, 2017. The IESO, Ontario Power Generation Inc. (OPG), Ontario Electricity Financial Corporation (OEFC), and the OEB, are related parties to Hydro One because they are controlled or significantly influenced by the Province. Hydro One Brampton was a related party until February 28, 2017, when it was acquired from the Province by Alectra Inc., and subsequent to the acquisition by Alectra Inc., is no longer a related party to Hydro One. The following is a summary of the Company’s related party transactions during the years ended December 31, 2017 and 2016: Year ended December 31 (millions of dollars) Related Party Province IESO OPG OEFC OEB Transaction Dividends paid Power purchased Revenues for transmission services Amounts related to electricity rebates Distribution revenues related to rural rate protection Distribution revenues related to the supply of electricity to remote northern communities Funding received related to CDM programs Power purchased Revenues related to provision of construction and equipment maintenance services Costs related to the purchase of services Power purchased from power contracts administered by the OEFC OEB fees Hydro One Brampton Cost recovery from management, administrative and smart meter network services 2017 301 1,583 1,521 357 247 32 59 9 3 1 2 8 — 2016 451 2,096 1,549 — 125 32 63 6 5 1 1 11 3 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 outstanding or 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, costs of debt and income taxes, or to earn a particular ROE. A failure to obtain acceptable rate orders, or approvals of appropriate returns on equity and costs actually incurred, such as occurred in the September 28, 2017 and November 9, 2017 OEB decisions (details above in “Electricity Rates Applications – Hydro One Networks – Transmission”), 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 and cash flows could be impacted. Risks Relating to Actual Performance Against Forecasts The Company’s ability to recover the actual costs of providing service and earn the allowed ROE 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, administration, capital and financing costs above those included in the Company’s approved revenue requirement. The inability to obtain acceptable rate decisions or to 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 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 can be expected to 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 Conservation and Demand Management programs whose results exceed forecasted expectations. Risks Relating to Rate-Setting Models for Transmission and Distribution The OEB approves and periodically changes the ROE for transmission and distribution businesses. The OEB may in the future decide to reduce the allowed ROE for either of these businesses, modify the formula or methodology it uses to determine the ROE, or reduce the weighting of HYDRO ONE LIMITED ANNUAL REPORT 2017 33 MANAGEMENT'S DISCUSSION AND ANALYSIS the equity component of the deemed capital structure. Any such reduction could reduce the net income of the Company. The OEB’s recent Custom Incentive Rate-setting model requires that the term of a custom rate application be a minimum five-year period. There are risks associated with forecasting key inputs such as revenues, operating expenses and capital, 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. After rates are set as part of a Custom Incentive Rate application, the OEB expects there to be no further rate applications for annual updates within the five-year term, unless there are exceptional circumstances, with the exception of the clearance of established deferral and variance accounts. For example, the OEB does not expect to address annual rate applications for updates for cost of capital (including ROE), working capital allowance or sales volumes. If there were an increase in interest rates over the period of a rate decision and no corresponding changes were permitted to the Company’s allowed cost of capital (including ROE), then the result could be a decrease in the Company’s financial performance. To the extent that the OEB approves an In-Service Variance Account for the transmission and/or distribution businesses, and should the Company fail to meet the threshold levels of in-service capital, the OEB may reclaim a corresponding portion of the Company’s revenues. 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 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 may be 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. Any regulatory decision by the OEB to disallow or limit the recovery of any capital expenditures 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 Regulatory Treatment of Deferred Tax Asset As a result of leaving the PILs Regime and entering the Federal Tax Regime in connection with the IPO of the Company, 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. The OEB’s September 28, 2017 and November 9, 2017 34 HYDRO ONE LIMITED ANNUAL REPORT 2017 decisions (see details above in “Electricity Rates Applications – Hydro One Networks – Transmission”) alter Hydro One’s allocation of the tax savings resulting from the deferred tax asset. If this approach is followed (pending the outcome of the Motion and Appeal), the exposure from the potential impairment from the regulatory treatment of the deferred tax asset could be a one-time decrease in net income, resulting in annual decreases to FFO. Risks Relating to Other Applications to the OEB The Company is also subject to the risk that it will not obtain, or will not obtain in a timely manner, 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. Indigenous 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)) (Reserve) lands, and lands over which Indigenous people have Aboriginal, treaty, or other legal claims. Some Indigenous 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 and/or settlement of 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 give rise to the Crown’s duty to consult and potentially accommodate Indigenous 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 an Indigenous 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 citizens. 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 OEFC 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. For each permit, the Company must negotiate an agreement (in the form of a memorandum of understanding) with the First Nation, the OEFC and any members of the First Nation who have occupancy rights. MANAGEMENT'S DISCUSSION AND ANALYSISThe agreement includes provisions whereby the First Nation consents to the issuance of 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 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 and restore the lands 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 example, Hydro One’s licensed transmission and distribution businesses are required to comply with the terms of their licences, 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 North American Electric Reliability Corporation (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, requirements 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. The Company’s facilities may not withstand 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. Where insurance is available for other assets, such insurance coverage may have deductibles, limits and/or exclusions. 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 or costs related to ensuring its continued ability to transmit or distribute electricity. 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. The Company must also comply with legislative and licence requirements relating to the collection, use and disclosure of personal information and information regarding consumers, wholesalers, generators and retailers. Cyber-attacks or unauthorized access to corporate and information technology systems 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. Due to operating critical infrastructure, Hydro One may be at greater risk of cyber-attacks from third parties (including state run or controlled parties) that could impair or incapacitate its assets. In addition, in the course of its operations, the Company collects, uses, processes and stores information which could be exposed in the event of a cyber-security incident or other unauthorized access or disclosure, such as information about customers, suppliers, counterparties, employees and other third parties. Security and system disaster recovery controls are in place; however, 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. Labour Relations Risk The substantial majority of the Company’s employees are represented by either the PWU or the Society. 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 reached an agreement with the PWU 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 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 Canadian Union of Skilled Workers for a five-year term, covering the period from May 1, 2017 to April 30, 2022. Additionally, the EPSCA and a number of construction unions have reached renewal agreements, to which Hydro One is bound, for a five-year term, covering the period from May 1, 2015 to April 30, 2020. HYDRO ONE LIMITED ANNUAL REPORT 2017 35 MANAGEMENT'S DISCUSSION AND ANALYSIS Agreements have also been reached with the Society and the PWU to facilitate the insourcing of customer service operations services effective March 1, 2018. Future negotiations with unions present the risk of a labour disruption and the ability to sustain the continued supply of energy to customers. The Company also 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 requirements of providing service to customers. Any of these could have a material adverse effect on the Company. Work Force Demographic Risk By the end of 2017, approximately 22% of the Company’s employees who are members of the Company’s defined benefit and defined contribution pension plans were eligible for retirement, and by the end of 2018, approximately 20% could be eligible. These percentages are not evenly spread across the Company’s work force, but tend to be most significant in the most senior levels of the Company’s staff and especially among management staff. During 2017, approximately 5% of the Company’s work force (up from 3% in 2016) elected to retire. Accordingly, the Company’s continued success will be tied to its ability to continue to attract and retain sufficient qualified staff to replace the capability lost through retirements and meet the demands of the Company’s work programs. In addition, the Company expects the skilled labour market for its industry will remain highly competitive. Many of the Company’s current and potential employees being sought after possess skills and experience that are also highly coveted 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. 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 debt principal repayments, including $752 million in 2018, $731 million in 2019, and $653 million in 2020. 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 mature within approximately one year of issuance. The Company also plans to incur continued material capital expenditures for each of 2018 and 2019. 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, an inability of the Corporation to comply with its debt covenants, 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. This risk may be further exacerbated by the funding requirements for completing 36 HYDRO ONE LIMITED ANNUAL REPORT 2017 the Merger. See also “Risk Factors Relating to the Merger – Sources of funding that would be used to fund the Merger may not be available” 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 ROE is derived using a formulaic approach that takes into account anticipated interest rates, but is not currently exposed to material commodity price risk. The Company is exposed to foreign exchange risk in connection with the Merger. See “Risk Factors Relating to the Merger – Foreign exchange risk”. In the future, the Company may be exposed to additional foreign exchange risk in connection with other acquisitions or transactions in which it completes in a currency other than Canadian dollars. Although the Company may attempt to mitigate such risk through hedging transactions, there can be no assurance any such hedge will fully mitigate the risk of currency exchange fluctuations. The OEB-approved adjustment formula for calculating ROE in a deemed regulatory capital structure of 60% debt and 40% equity provides for increases and decreases depending on changes in benchmark interest rates for Government of Canada debt and the A-rated utility corporate bond yield spread. The Company estimates that a decrease of 100 basis points in the combination of the forecasted long-term Government of Canada bond yield and the A-rated utility corporate bond yield spread used in determining its rate of return would reduce the Company’s transmission business’ 2019 net income by approximately $24 million. For the distribution business, after distribution rates are set as part of a Custom Incentive Rate application, the OEB does not expect to address annual rate applications for updates to allowed ROE, so fluctuations will have no impact to net income. 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 agreements which enable net settlement, and by monitoring the financial condition of counterparties. The Company does not trade in any energy derivatives. 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. MANAGEMENT'S DISCUSSION AND ANALYSISThe connection of large numbers of generation facilities to the distribution network has resulted in greater than expected usage of some of the Company’s equipment. This increases maintenance requirements and may accelerate the aging of the Company’s assets. 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 Indigenous 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. Failure to receive approvals for projects when spending has already occurred would result in the inability of the Company to recover the investment in the project as well as forfeit the anticipated return on investment. The assets involved may be considered impaired and result in the write off of the value of the asset, negatively impacting net income. External factors are considered in the Company’s planning process. If the Company is unable to carry out capital expenditure plans in a timely manner, equipment performance may degrade, which may reduce network capacity, result in customer interruptions, compromise the reliability of the Company’s networks 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 The Company is subject to provincial health and safety legislation. Findings of a failure to comply with this legislation could result in penalties and reputational risk, which could negatively impact the Company. 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. Contamination of the Company’s properties could limit its ability to sell or lease these assets in the future. 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. Failure to obtain necessary approvals or permits could result in an inability to complete projects. Hydro One emits certain greenhouse gases, including sulphur hexafluoride or “SF6”. There are increasing regulatory requirements and costs, along with attendant risks, associated with the release of such greenhouse gases, all of which could impose additional material costs on Hydro One. Any 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 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, 2016, and was filed in May 2017, covering a three-year period from 2017 to 2019. Hydro One’s contributions to its pension plan satisfy, and are expected to satisfy, minimum funding requirements. Contributions beyond 2019 will depend on the funded position of the plan, which is determined by investment returns, interest rates and changes in benefits and actuarial assumptions at that time. A determination by 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. In 2017, the OEB released a report establishing the use of the accrual accounting method as the default method on which to set rates for pension and OPEB amounts in cost-based applications, unless that method does not result in just and reasonable rates. Hydro One currently reports and recovers its pension expense on a cash basis, and maintains the accrual method with respect to OPEBs. Transitioning from the cash basis to an accrual method for pension may have material negative rate impacts for customers or material negative impacts on the company should recovery of costs be disallowed by the OEB. See “– Other Post-Employment and Post-Retirement Benefits Risks”. 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. Any element of total compensation costs which is disallowed in whole or part by the OEB and not recoverable from customers in rates could result in costs which could be material and could 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. In 2017, the OEB released a report establishing the use of the accrual accounting method as the default HYDRO ONE LIMITED ANNUAL REPORT 2017 37 MANAGEMENT'S DISCUSSION AND ANALYSIS method on which to set rates for pension and OPEB amounts in cost-based applications, unless that method does not result in just and reasonable rates. Hydro One currently maintains the accrual accounting method with respect to OPEBs. If the OEB directed Hydro One to transition to a different accounting method for OPEBs, this could result in income volatility, due to an inability of the company to book the difference between the accrual and cash as a regulatory asset. 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 Hydro One has entered into an outsourcing arrangement with a third party for the provision of back office and IT services and call centre services. If the outsourcing arrangement or statements of work thereunder are terminated for any reason or expire before a new supplier is selected and fully transitioned, the Company could be required 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 becomes involved in, is named as a party to and is 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. See also “Other Developments – Litigation – Class Action Lawsuit” and “– Risk Factors Relating to the Merger – Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could have an adverse impact on Hydro One, including by delaying or preventing the completion of the Merger”. Transmission Assets on Third-Party Lands Risk Some of the lands on which the Company’s transmission assets are located are owned by third parties, including the Province and federal Crown, and are or may become subject to land claims by First Nations. The Company requires valid occupation rights to occupy such lands (which may take the form of land use permits, easements or otherwise). If the Company does not have valid occupational rights on third-party owned lands or has occupational rights that are subject to expiry, it may incur material costs to obtain or renew such occupational rights, or if such occupational rights cannot be renewed or obtained it may incur material costs to remove and relocate its assets and restore the subject land. If the Company does not have valid occupational rights and must incur costs as a result, this could have a material adverse effect on the Company or otherwise materially adversely impact the Company’s operations. Reputational, Public Opinion and Political Risk Reputation risk is the risk of a negative impact to Hydro One’s business, operations or financial condition that could result from a deterioration of Hydro One’s reputation. Hydro One’s reputation could be negatively impacted by changes in public opinion (including as a result of the Merger), attitudes towards the Company’s privatization, failure to deliver on its customer promises and other external forces. Adverse reputational events or political actions could have negative impacts on Hydro One’s business and prospects including, but not limited to, delays or denials of requisite approvals, such as denial of requested rates, and accommodations for Hydro One’s planned projects, escalated costs, legal or regulatory action, and damage to stakeholder relationships. Risks Associated with Acquisitions While the Company has experience in operating in the Ontario electricity market, as it pursues acquisitions outside of Ontario it will need to develop additional expertise in these new markets. Such acquisitions include inherent risks that some or all of the expected benefits may fail to materialize, or may not occur within the time periods anticipated, and Hydro One may incur material unexpected costs. Realization of the anticipated benefits will depend, in part, on the Company’s ability to successfully integrate the acquired business, including the requirement to devote management attention and resources to integrating business practices and support functions. The failure to realize the anticipated benefits, the diversion of management’s attention, or any delays or difficulties encountered in connection with the integration could have an adverse effect on the Company’s business, results of operations, financial condition or cash flows. See “Risk Factors Relating to the Merger” for the specific risks in respect of the Company’s proposed acquisition of Avista Corporation. Risk Factors Relating to the Merger Hydro One May Fail to Complete the Merger The closing of the Merger is subject to the normal commercial risks that the Merger will not close on the terms negotiated or at all. The completion of the Merger is subject to receipt of certain regulatory and governmental approvals, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance of the Merger by the Committee on Foreign Investment in the United States, the approval by each of the Idaho Public Utilities Commission, the Public Service Commission of the State of Montana, the Public Utility Commission of Oregon, the Regulatory Commission of Alaska, the Washington Utilities and Transportation Commission, the United States Federal Energy Regulatory Commission and the United States Federal Communications Commission and the satisfaction or waiver of certain closing conditions contained in the Merger Agreement. The failure to obtain the required approvals or satisfy or waive the conditions contained in the Merger Agreement may result in the termination of the Merger Agreement. There is no assurance that such closing conditions will be satisfied or waived. Accordingly, there can be no assurance that Hydro 38 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSISOne will complete the Merger in the timeframe or on the basis described herein, if at all. The termination of the Merger Agreement may have a negative effect on the price of the Instalment Receipts, the Debentures and the Hydro One common shares and will result in the redemption of the Debentures. If the closing of the Merger does not take place as contemplated, the Company could suffer adverse consequences, including the loss of investor confidence, and may incur significant costs or losses, including an obligation to pay or cause to be paid to Avista Corporation a termination fee of US$103 million. Additional Demands Will be Placed on Hydro One as a Result of the Merger As a result of the pursuit and completion of the Merger, additional demands will be placed on the Company’s managerial, operational and financial personnel and systems. No assurance can be given that the Company’s systems, procedures and controls will be adequate to support the expansion of the Company’s operations resulting from the Merger. The Company’s future operating results will be affected by the ability of its officers and key employees to manage changing business conditions and to maintain its operational and financial controls and reporting systems. Length of Time Required to Complete the Merger is Unknown As described above under “Hydro One may fail to complete the Merger”, the closing of the Merger is subject to the receipt of certain regulatory approvals and the satisfaction of other closing conditions contained in the Merger Agreement. There is no certainty, nor can Hydro One provide any assurance, as to when these conditions will be satisfied, if at all. A substantial delay in obtaining regulatory approvals or the imposition of unfavourable terms and/or conditions in such approvals could have a material adverse effect on Hydro One’s ability to complete the Merger and on Hydro One’s or Avista Corporation’s business, financial condition or results of operations. In addition, in the event that such regulatory agencies imposed unfavourable terms and/or conditions on Hydro One or Avista Corporation (including the requirement to sell or divest of certain assets or limitations on the future conduct of the combined entities), Hydro One could still be required to complete the transaction on the terms set forth in the Merger Agreement. Sources of Funding that Would be Used to Fund the Merger May not be Available Hydro One intends to finance the cash purchase price of the Merger and the Merger-related expenses at the closing of the Merger with a combination of some or all of the following: (i) net proceeds of the first instalment (to the extent available) and final instalment under the Debenture Offering; (ii) net proceeds of any subsequent bond or other debt offerings; (iii) amounts drawn under Hydro One’s $250 million credit facility; and (iv) existing cash on hand and other sources available to the Company. There is no guarantee that adequate sources of funding will be available to Hydro One or its affiliates at the desired time or at all, or on cost-efficient terms. The inability to obtain adequate sources of funding to fund the Merger may result in Hydro One being unable to complete the Merger or may negatively impact Hydro One, including its ability to finance the Merger. In addition, any movement in interest rates or changes in tax rates that could affect the underlying after-tax cost of any financing may affect the expected accretion of the Merger. Hydro One intends to complete the Merger as soon as practicable after obtaining the required regulatory approvals and satisfying the other required closing conditions. Foreign Exchange Risk The cash consideration for the Merger is required to be paid in US dollars, while funds raised in the Debenture Offering, which will constitute a portion of the funds ultimately used to finance the Merger, are denominated in Canadian dollars. As a result, increases in the value of the US dollar versus the Canadian dollar prior to payment of the final instalment will increase the purchase price translated in Canadian dollars and thereby reduce the proportion of the purchase price for the Merger ultimately obtained by Hydro One under the Debenture Offering, which could cause a failure to realize the anticipated benefits of the Merger. This risk has been partially mitigated through entering into a foreign exchange forward agreement to convert $1.4 billion Canadian to US dollars which is contingent upon the closing of the Merger. In addition, the operations of Avista Corporation are conducted in US dollars. Following the Merger, the consolidated net earnings and cash flows of Hydro One will be impacted to a much greater extent by movements in the US dollar relative to the Canadian dollar. In particular, decreases in the value of the US dollar versus the Canadian dollar following the Merger could negatively impact the Company’s net earnings as reported in Canadian dollars, which could cause a failure to realize the anticipated benefits of the Merger. Hydro One Expects to Incur Significant Merger-Related Expenses Hydro One expects to incur a number of costs associated with completing the Merger. The substantial majority of these costs will be non-recurring expenses resulting from the Merger and will consist of transaction costs related to the Merger, including costs relating to the financing of the Merger and obtaining regulatory approvals. Additional unanticipated costs may be incurred. Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could have an adverse impact on Hydro One, including by delaying or preventing the completion of the Merger One of the four putative class action lawsuits commenced since the announcement of the Merger is still in existence, namely a putative class action lawsuit that has been filed in Washington state court which names Hydro One, Olympus Holding Corp. and Olympus Corp. as defendants and alleges that they aided and abetted Avista Corporation’s directors’ breach of their fiduciary duties in connection with the Merger. The court issued an order staying the litigation until after the plaintiffs file an amended complaint, which must be no later than 30 days after Avista Corporation or Hydro One publicly announces that the Merger has closed. The plaintiffs in the lawsuit are seeking to enjoin the Merger and may pursue other remedies, including monetary damages and attorneys’ fees. The lawsuit and other potential legal proceedings could have an adverse impact on Hydro One, including by delaying or preventing the Merger from becoming effective. See also “Other Developments – Litigation – Litigation Relating to the Merger”. HYDRO ONE LIMITED ANNUAL REPORT 2017 39 MANAGEMENT'S DISCUSSION AND ANALYSIS Risk Factors Relating to the Post-Merger Business and Operations of Hydro One and Avista Corporation Hydro One will Substantially Increase its Amount of Indebtedness Following the Merger After giving effect to the Merger, Hydro One will have a significant amount of debt, including approximately US$1.9 billion of debt of Avista Corporation assumed by Hydro One as a result of the Merger. As of March 31, 2017, on a pro forma basis after giving effect to the Merger, but assuming conversion of all Debentures to Hydro One common shares (pro formas assumed no exercise of the Over-Allotment Option), Hydro One would have had approximately $17,098 million of total indebtedness outstanding. Hydro One’s substantially increased amount of indebtedness following the Merger may adversely affect Hydro One’s cash flow and ability to operate its business. The Offering Could Result in a Downgrade of Hydro One’s Credit Ratings The change in the capital structure of Hydro One as a result of the Merger and the Debenture Offering or otherwise could cause credit rating agencies which rate the outstanding debt obligations of Hydro One and Hydro One Inc. to re-evaluate and potentially downgrade their current credit ratings, which could increase the Company’s borrowing costs. Risks Relating to the Company’s Relationship with the Province Ownership and Continued Influence by the Province and Voting Power; Share Ownership Restrictions The Province currently owns approximately 47.4% of the outstanding 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. 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). 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 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. 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. Nomination of Directors and Confirmation of Chief Executive Officer and Chair Although director nominees (other than the Chief Executive Officer) 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. 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. 40 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSISFuture Sales of Common Shares by the Province Although the Province has indicated that it does not intend to sell further common shares of Hydro One, the registration rights agreement between Hydro One and the Province dated November 5, 2015 (available on SEDAR at www.sedar.com) 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. 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 and Judgments The preparation of Hydro One Consolidated Financial Statements requires the Company to make key estimates and critical 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 attributable to the delivery of electricity are based on OEB-approved distribution rates and are recognized on an accrual basis and include billed and unbilled revenues. Billed revenues are based on electricity delivered as measured from customer meters. At the end of each month, electricity delivered to customers since the date of the last billed meter reading is estimated, and the corresponding unbilled revenue is recorded. The unbilled revenue estimate is affected by energy consumption, weather, and changes in the composition of customer classes. 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 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: HYDRO ONE LIMITED ANNUAL REPORT 2017 41 MANAGEMENT'S DISCUSSION AND ANALYSIS 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, 2017 decreased to 3.40% (from 3.90% at December 31, 2016) for pension benefits and decreased to 3.40% (from 3.90% at December 31, 2016) for the post-retirement and post-employment plans. The decrease in the discount rate has resulted in a corresponding increase in employee future benefits liabilities for the pension, 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. The Company believes 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. 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 1.80% per annum as at December 31, 2016 to approximately 1.60% per annum as at December 31, 2017. 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, 2017. Salary Increase Assumptions Salary increases should reflect general wage increases plus an allowance for merit and promotional increases for current members of the plan, and should be consistent with the assumptions for consumer price inflation and real wage growth in the economy. The merit and promotion scale was developed based on the salary increase assumption review performed in 2017. The review considers actual salary experience from 2002 to 2016 using valuation data for all active members as at December 31, 2016, based on age and service and Hydro One’s expectation of future salary increases. Additionally, the salary scale reflect negotiated salary rate increases over the contract period. 42 HYDRO ONE LIMITED ANNUAL REPORT 2017 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 used at December 31, 2017 is 95% of 2014 Canadian Pensioners Mortality Private Sector table projected generationally using improvement Scale B. 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. For the post- retirement benefit plans, a trend study of historical Hydro One experience was conducted in 2017, which resulted in a change in the prescription drug, dental and hospital trends to be used for 2017 year-end reporting purposes. A 1% increase in the health care cost trends would result in a $29 million increase in 2017 interest cost plus service cost, and a $250 million increase in the benefit liability at December 31, 2017. Valuation of Deferred Tax Assets Hydro One assesses the likelihood of realizing deferred tax assets by reviewing all readily available current and historical information, including a forecast of future taxable income. To the extent management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is recognized. 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. The Company regularly monitors the assets of its unregulated Hydro One Telecom subsidiary for indications of impairment. As at December 31, 2017, no asset impairment had been recorded for assets within Hydro One’s regulated or unregulated businesses. 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, 2017. Goodwill represents the cost of acquired distribution and transmission companies that is in excess of the fair value of the net identifiable assets acquired at the acquisition date. Disclosure Controls and Procedures and Internal Control Over Financial Reporting Disclosure controls and procedures are part of a broad internal control framework integral to ensuring that the Company fairly presents in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented in this MD&A and the Company’s Annual Report. Disclosure controls and procedures include processes designed to ensure that information is recorded, processed, summarized and reported on a timely basis to the Company’s management, including its Chief Executive and Chief Financial Officers, as appropriate, to make timely decisions regarding required disclosure. At the direction MANAGEMENT'S DISCUSSION AND ANALYSISof the Company’s Chief Executive Officer and the Senior Vice President, Finance, acting in the capacity of Chief Financial Officer, management evaluated disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective at a reasonable level of assurance as at December 31, 2017. Internal control over financial reporting is a subset of the internal control framework designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. The Company’s internal control over financial reporting framework includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. The Company’s management, at the direction of the Chief Executive Officer and with the participation of the Senior Vice President, Finance, acting in the capacity of Chief Financial Officer, evaluated the effectiveness of the design and operation of internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective at a reasonable level of assurance as at December 31, 2017. Together, disclosure controls and procedures and internal control over financial reporting provide internal control over reporting and disclosure. Internal control, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and due to its inherent limitations, may not prevent or detect all misrepresentations. Furthermore, the effectiveness of internal control is affected by change and subject to the risk that internal control effectiveness may change over time. The role of Chief Financial Officer was vacated effective May 19, 2017. Responsibilities of the Chief Financial Officer have been temporarily assigned to other senior executives with full oversight provided by the Chief Executive Officer. This model is expected to remain in place until Paul Dobson assumes the role of the new Chief Financial Officer on March 1, 2018. There were no significant changes in the design of the Company’s internal control over financial reporting during the three months ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the operation of the Company’s internal control over financial reporting. Management will continue to monitor its systems of internal control over reporting and disclosure and may make modifications from time to time as considered necessary. New Accounting Pronouncements The following tables present Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board that are applicable to Hydro One: Recently Adopted Accounting Guidance ASU Date issued Description Effective date Anticipated impact on Hydro One 2016-06 March 2016 Contingent call (put) options that are assessed to accelerate the January 1, 2017 No impact upon adoption payment of principal on debt instruments need to meet the criteria of being “clearly and closely related” to their debt hosts. Recently Issued Accounting Guidance Not Yet Adopted Description ASU Date issued 2014-09 2015-14 2016-08 2016-10 2016-12 2016-20 2017-05 2017-10 2017-13 May 2014 – November 2017 ASU 2014-09 was issued in May 2014 and provides guidance on revenue recognition relating to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2015-14 deferred the effective date of ASU 2014-09 by one year. Additional ASUs were issued in 2016 and 2017 that simplify transition and provide clarity on certain aspects of the new standard. Effective date Anticipated impact on Hydro One January 1, 2018 Hydro One has completed the review of all its revenue streams and has concluded that there will be no material impact upon adoption. HYDRO ONE LIMITED ANNUAL REPORT 2017 43 MANAGEMENT'S DISCUSSION AND ANALYSIS ASU Date issued Description Effective date Anticipated impact on Hydro One 2016-02 2018-01 February 2016 – January 2018 Lessees are required to recognize the rights and obligations resulting from operating leases as assets (right to use the underlying asset for the term of the lease) and liabilities (obligation to make future lease payments) on the balance sheet. ASU 2018-01 permits an entity to elect an optional practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. January 1, 2019 An initial assessment is currently underway encompassing a review of existing leases, which will be followed by a review of relevant contracts. No quantitative determination has been made at this time. The Company is on track for implementation of this standard by the effective date. 2016-15 August 2016 The amendments provide guidance for eight specific cash January 1, 2018 No material impact flow issues with the objective of reducing the existing diversity in practice. 2017-01 January 2017 The amendment clarifies the definition of a business and January 1, 2018 No material impact provides additional guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. 2017-04 January 2017 The amendment removes the second step of the current January 1, 2020 Under assessment 2017-07 March 2017 2017-09 May 2017 2017-11 July 2017 two-step goodwill impairment test to simplify the process of testing goodwill. Service cost components of net benefit cost associated with defined benefit plans are required to be reported in the same line as other compensation costs arising from services rendered by the Company’s employees. All other components of net benefit cost are to be presented in the income statement separately from the service cost component. Only the service cost component is eligible for capitalization where applicable. Changes to the terms or conditions of a share-based payment award will require an entity to apply modified accounting unless the modified award meets all conditions stipulated in this ASU. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. 2017-12 August 2017 Amendments will better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. January 1, 2018 Hydro One has applied for a regulatory deferral account to maintain the capitalization of OPEB related costs. As such, there will be no material impact. January 1, 2018 No impact January 1, 2019 Under assessment January 1, 2019 Under assessment 44 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSISSummary of Fourth Quarter Results of Operations Three months ended December 31 (millions of dollars, except EPS) 2017 2016 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 taxes Net income Net income attributable to common shareholders of Hydro One Basic EPS Diluted EPS Basic Adjusted EPS Diluted Adjusted EPS Capital Investments Distribution Transmission Other Assets Placed In-Service Distribution Transmission Other 1,049 379 11 1,439 662 146 79 19 244 214 1,228 373 13 1,614 858 163 98 26 287 204 1,120 1,349 319 119 200 38 162 155 $ $ $ $ 0.26 $ 0.26 $ 0.29 $ 0.28 $ 161 267 3 431 207 522 4 733 265 101 164 29 135 128 0.22 0.21 0.22 0.21 201 274 2 477 211 488 0 699 (14.6%) 1.6% (15.4%) (10.8%) (22.8%) (10.4%) (19.4%) (26.9%) (15.0%) 4.9% (17.0%) 20.4% 17.8% 22.0% 31.0% 20.0% 21.1% 18.2% 23.8% 31.8% 33.3% (19.9%) (2.6%) 50.0% (9.6%) (1.9%) 7.0% 100.0% 4.9% Net Income Net income attributable to common shareholders for the quarter ended December 31, 2017 of $155 million is an increase of $27 million or 21.1% from the prior year. Significant influences on net income included: • increase in distribution revenues due to higher energy consumption; • higher transmission revenues driven by OEB’s decision on the 2017–2018 • lower OM&A costs primarily resulting from a reduction of provision for payments in lieu of property taxes following a favourable reassessment of the regulations, insurance proceeds received on failed equipment at two transformer stations, a tax recovery of previous year’s expenses, lower support services costs, and reduced vegetation management costs; • higher depreciation expense due to an increase in rate base; and transmission rates filing; • increased financing charges primarily due to the issuance of Convertible • transmission and distribution revenues were also impacted by a reduction in the 2017 allowed regulated return on equity (ROE) from 9.19% to 8.78%; Debentures in August 2017. HYDRO ONE LIMITED ANNUAL REPORT 2017 45 MANAGEMENT'S DISCUSSION AND ANALYSIS EPS and Adjusted EPS EPS was $0.26 in the three months ended December 31, 2017, compared to $0.22 in the prior year. The increase in EPS was driven by higher net income for the fourth quarter of 2017, as discussed above. Adjusted EPS, which adjusts for costs related to Avista Corporation acquisition, was $0.29 in the three months ended December 31, 2017, compared to $0.22 in the prior year. The increase in Adjusted EPS was also driven by higher net income for the fourth quarter of 2017, net of aforementioned impact related to Avista Corporation acquisition. Revenues The quarterly increase of $6 million or 1.6% in transmission revenues was primarily due to higher revenues driven by the OEB’s decision on the 2017-2018 transmission rates filing, partially offset by lower OEB-approved transmission rates. The quarterly increase of $17 million or 4.6% in distribution revenues, net of purchased power, was primarily due to higher energy consumption mainly resulting from colder weather in the fourth quarter of 2017; and higher external revenues related to CDM incentive bonus; partially offset by reduction in 2017 allowed ROE for the distribution business. OM&A Costs The quarterly decrease of $19 million or 19.4% in transmission OM&A costs was primarily due to a reduction of provision for payments in lieu of property taxes following a favourable reassessment of the regulations; lower support services costs; and insurance proceeds received due to equipment failures at the Fairchild and Campbell transmission stations. The quarterly decrease of $17 million or 10.4% in distribution OM&A costs was primarily due to lower expenditures for vegetation management programs due to strategic changes to the forestry program scope that resulted in cost efficiency and improved management of the Company’s rights of ways; lower bad debt expense attributable to lower write-offs and improved accounts receivable aging; and a tax recovery of previous year’s expenses. Income Taxes Income tax expense for the fourth quarter of 2017 increased by $9 million compared to 2016, and the Company realized an effective tax rate of approximately 19.0% in the fourth quarter of 2017, compared to approximately 17.7% realized in 2016. The increase in the tax expense is primarily due to higher income before taxes in the fourth quarter of 2017. Capital Investments The decrease in transmission capital investments during the fourth quarter was primarily due to the following: • lower volume and timing of spare transformer equipment purchases; • timing and substantial completion of major development projects, including Guelph Area Transmission Refurbishment, Midtown Transmission Reinforcement, and Holland and Hawthorne transmission stations; and • timing of work related to the Clarington Transmission Station project; partially offset by • timing on work on station refurbishments and equipment replacement projects; and • timing of work at Leamington transmission station. The decrease in distribution capital investments during the fourth quarter was primarily due to the following: • timing of capital contributions for jointly used facilities and lower volume of line relocation work; • substantial completion of work on the Bolton Operation Centre in the fourth quarter of 2016; • lower volume of work within distribution station refurbishment programs; • timing of information technology projects including e-Billing and website redesign; • lower volume of line refurbishments and replacements work; and • lower volume of fleet and work equipment purchases; partially offset by A further decrease of $7 million in other OM&A is primarily due to lower corporate organizational costs in the other segment. • high volume of work on new connections and upgrades due to increased demand. Depreciation and Amortization The increase of $10 million or 4.9% in depreciation and amortization costs for the fourth quarter of 2017 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. Financing Charges The quarterly increase of $18 million or 17.8% in financing charges was primarily due to an increase in interest expense related to the Convertible Debentures issued in August 2017; partially offset by a decrease in interest expense on long-term debt resulting from a decrease in weighted average long-term debt outstanding during the quarter, together with a decrease in the weighted average interest rate. Assets Placed In-Service The increase in transmission assets placed in-service during the fourth quarter was primarily due to the following: • substantial investments of major development projects at Leamington and Holland transmission stations were placed in-service in the fourth quarter of 2017; • higher volume of investments for overhead lines and component refurbishments and replacement programs; • timing of assets placed in-service for sustainment investment projects including the transformer asset replacement project at Overbrook transmission station and the breaker replacement project at Richview transmission station; partially offset by 46 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSIS• a large number of cumulative sustainment investments that were placed in-service in the fourth quarter of 2016 at the Bruce A and Burlington transmission stations; • timing of investments that were placed in-service for the Advanced Distribution System project; and • timing of assets that were placed in-service in the fourth quarter of 2016 for certain information technology development projects. The decrease in distribution assets placed in-service during the fourth quarter was primarily due to the following: • timing of distribution station refurbishments and spare transformer purchases; and • lower volume of work on distribution generation connection projects; partially offset by • higher volume of subdivision connections due to increased demand; and • substantial investments that were placed in-service in the fourth quarter of 2017 for the Leamington transmission station feeder development project. 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, regulatory and economic environments in which it operates, and include beliefs and assumptions made by the management of the Company. Such statements include, but are not limited to, statements regarding: the Company’s transmission and distribution rate applications, including resulting decisions, rates and expected impacts and timing; the Company’s liquidity and capital resources and operational requirements; the standby credit facilities; expectations regarding the Company’s financing activities; the Company’s maturing debt; ongoing and planned projects and initiatives, including expected results and completion dates; expected future capital investments, including expected timing and investment plans; contractual obligations and other commercial commitments; the OEB; the Motion; and the Appeal; the Anwaatin Motion; the East-West Tie Line Project and related regulatory application; collective agreements; Inergi outsourcing and customer service operations arrangements; the pension plan, future pension contributions, valuations and expected impacts; impacts of OEB treatment of pension and OPEBs costs; dividends; credit ratings; Hydro One’s strategy and goals; effect of interest rates; non-GAAP measures; critical accounting estimates, including environmental liabilities, regulatory assets and liabilities, and employee future benefits; occupational rights; internal control over financial reporting and disclosure; the Fair Hydro Plan and First Nations Rate Assistance Program, including expected outcomes and impacts; recent accounting-related guidance; the Universal Base Shelf Prospectus; the Convertible Debentures; the Province’s waiver of its pre-emptive right under the Governance Agreement to participate in the Debenture Offering; the Company’s acquisitions and mergers, including Orillia Power and Avista Corporation; the appointment of Hydro One’s new Chief Financial Officer; risk associated with acquisitions; cyber and data security; expectations related to work force demographics; the Company’s financing strategy and foreign currency hedging relating to the acquisition of Avista Corporation; class action litigation, including litigation relating to the Merger; the risk that the Company may fail to complete the Merger; risk related to the length of time required to complete the Merger; foreign exchange risk; risks related to additional demands placed on Hydro One as a result of the Merger; risks related to availability of planned sources of funding to be used to fund the Merger; risks and expectations related to Hydro One incurring significant Merger-related expenses; risks and expectations related to Hydro One substantially increasing its amount of indebtedness following the Merger; the Province’s ownership of Hydro One; future sales of shares of Hydro One; and reputational, public opinion and political risk. 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 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 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 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; HYDRO ONE LIMITED ANNUAL REPORT 2017 47 MANAGEMENT'S DISCUSSION AND ANALYSIS • 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 assumptions that form the basis of the Company’s recorded environmental liabilities and related regulatory assets may change; • 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 risk that Hydro One may incur significant costs associated with transferring assets located on reserves (as defined in the Indian Act (Canada)); • the potential that Hydro One may incur significant expenses to replace functions currently outsourced if agreements are terminated or expire before a new service provider is selected; • the risks associated with information system security and maintaining • the risks associated with economic uncertainty and financial a complex information technology system infrastructure; market volatility; • the risks related to the Company’s work force demographic and its • the inability to prepare financial statements using US GAAP; and potential inability to attract and retain qualified personnel; • the impact of the ownership by the Province of lands underlying • the risk of labour disputes and inability to negotiate appropriate the Company’s transmission system. 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; • risks associated with fluctuations in interest rates and failure to manage exposure to credit risk; • 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; 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 investments, 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, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com and the Company’s website at www.HydroOne.com/Investors. 48 HYDRO ONE LIMITED ANNUAL REPORT 2017 MANAGEMENT'S DISCUSSION AND ANALYSISMANAGEMENT’S REPORT 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 control over reporting and disclosure. 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. On behalf of Hydro One’s management: Mayo Schmidt President and Chief Executive Officer Christopher Lopez Senior Vice President, Finance acting in the capacity of Chief Financial Officer 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 12, 2018. Management is responsible for establishing and maintaining adequate disclosure controls and procedures and internal control over financial reporting as described in the annual MD&A. Management evaluated the effectiveness of the design and operation of internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective at a reasonable level of assurance as of December 31, 2017. As required, the results of that evaluation were reported to the Audit Committee of the Hydro One Board of Directors and the external auditors. HYDRO ONE LIMITED ANNUAL REPORT 2017 49 INDEPENDENT AUDITORS’ REPORT 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, 2017 and December 31, 2016, 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. 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. 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. 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, 2017 and December 31, 2016, 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 February 12, 2018 Toronto, Canada 50 HYDRO ONE LIMITED ANNUAL REPORT 2017 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year ended December 31 (millions of Canadian dollars, except per share amounts) Revenues Distribution (includes $279 related party revenues; 2016 – $160) (Note 27) Transmission (includes $1,523 related party revenues; 2016 – $1,553) (Note 27) Other Costs Purchased power (includes $1,594 related party costs; 2016 – $2,103) (Note 27) Operation, maintenance and administration (Note 27) Depreciation and amortization (Note 5) Income before financing charges and income taxes Financing charges (Note 6) Income before income taxes Income taxes (Note 7) Net income Other comprehensive income Comprehensive income Net income attributable to: Noncontrolling interest (Note 26) Preferred shareholders Common shareholders Comprehensive income attributable to: Noncontrolling interest (Note 26) Preferred shareholders Common shareholders Earnings per common share (Note 24) Basic Diluted Dividends per common share declared (Note 23) See accompanying notes to Consolidated Financial Statements. 2017 2016 4,366 1,578 46 5,990 2,875 1,066 817 4,758 1,232 439 793 111 682 1 683 6 18 658 682 6 18 659 683 $ $ $ 1.11 $ 1.10 $ 0.87 $ 4,915 1,584 53 6,552 3,427 1,069 778 5,274 1,278 393 885 139 746 — 746 6 19 721 746 6 19 721 746 1.21 1.21 0.97 HYDRO ONE LIMITED ANNUAL REPORT 2017 51 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS December 31 (millions of Canadian dollars) Assets Current assets: Cash and cash equivalents Accounts receivable (Note 8) Due from related parties (Note 27) Other current assets (Note 9) Property, plant and equipment (Note 10) Other long-term assets: Regulatory assets (Note 12) Deferred income tax assets (Note 7) Intangible assets (Note 11) Goodwill (Note 4) Other assets Total assets Liabilities Current liabilities: Short-term notes payable (Note 15) Long-term debt payable within one year (Notes 15, 17) Accounts payable and other current liabilities (Note 13) Due to related parties (Note 27) Long-term liabilities: Long-term debt (includes $541 measured at fair value; 2016 – $548) (Notes 15, 17) Convertible debentures (Notes 16, 17) Regulatory liabilities (Note 12) Deferred income tax liabilities (Note 7) Other long-term liabilities (Note 14) Total liabilities Contingencies and Commitments (Notes 29, 30) Subsequent Events (Note 32) Noncontrolling interest subject to redemption (Note 26) Equity Common shares (Note 22) Preferred shares (Note 22) Additional paid-in capital (Note 25) Retained earnings Accumulated other comprehensive loss Hydro One shareholders’ equity Noncontrolling interest (Note 26) 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 HYDRO ONE LIMITED ANNUAL REPORT 2017 2017 2016 25 636 253 105 1,019 19,947 3,049 987 369 325 5 4,735 25,701 926 752 905 157 2,740 9,315 487 128 71 2,707 12,708 15,448 22 5,631 418 49 4,090 (7) 10,181 50 10,231 25,701 50 838 158 102 1,148 19,140 3,145 1,235 349 327 7 5,063 25,351 469 602 945 147 2,163 10,078 — 209 60 2,752 13,099 15,262 22 5,623 418 34 3,950 (8) 10,017 50 10,067 25,351 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Year ended December 31, 2017 (millions of Canadian dollars) January 1, 2017 Net income Other comprehensive income Distributions to noncontrolling interest Dividends on preferred shares Dividends on common shares Common shares issued Stock-based compensation (Note 25) Common Shares 5,623 — — — — — 8 — Preferred Shares Additional Paid-in Capital Accumulated Other Retained Comprehensive Income (Loss) Earnings Hydro One Non-controlling Interest (Note 26) Shareholders’ Equity 418 — — — — — — — 34 — — — — — (8) 23 49 3,950 676 — — (18) (518) — — (8) — 1 10,017 676 1 — — — — — — (18) (518) — 23 4,090 (7) 10,181 50 4 — (4) — — — — 50 December 31, 2017 5,631 418 Year ended December 31, 2016 (millions of Canadian dollars) January 1, 2016 Net income Other comprehensive income Distributions to noncontrolling interest Dividends on preferred shares Dividends on common shares Stock-based compensation (Note 25) Common Shares 5,623 — — — — — — December 31, 2016 5,623 See accompanying notes to Consolidated Financial Statements. Preferred Shares Additional Paid-in Capital Accumulated Other Retained Comprehensive Loss Earnings Hydro One Non-controlling Interest (Note 26) Shareholders’ Equity 418 — — — — — — 418 10 — — — — — 24 34 3,806 740 — — (19) (577) — (8) — — — — — — 9,849 740 — — (19) (577) 24 3,950 (8) 10,017 52 4 — (6) — — — 50 Total Equity 10,067 680 1 (4) (18) (518) — 23 10,231 Total Equity 9,901 744 — (6) (19) (577) 24 10,067 HYDRO ONE LIMITED ANNUAL REPORT 2017 53 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31 (millions of Canadian dollars) Operating activities Net income Environmental expenditures Adjustments for non-cash items: Depreciation and amortization (excluding asset removal costs) Regulatory assets and liabilities Deferred income taxes Other Changes in non-cash balances related to operations (Note 28) Net cash from operating activities Financing activities Long-term debt issued Long-term debt repaid Short-term notes issued Short-term notes repaid Convertible debentures issued (Note 16) Dividends paid Distributions paid to noncontrolling interest Other (Note 16) Net cash from (used in) financing activities Investing activities Capital expenditures (Note 28) Property, plant and equipment Intangible assets Acquisitions (Note 4) Capital contributions received (Note 28) 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 HYDRO ONE LIMITED ANNUAL REPORT 2017 2017 2016 682 (24) 727 112 85 21 113 746 (20) 688 (16) 114 10 134 1,716 1,656 — (602) 3,795 (3,338) 513 (536) (6) (27) (201) (1,467) (80) — 9 (2) (1,540) (25) 50 25 2,300 (502) 3,031 (4,053) — (596) (9) (10) 161 (1,600) (61) (224) 21 3 (1,861) (44) 94 50 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of the Business Hydro One Limited (Hydro One or the Company) was incorporated on August 31, 2015, under the Business Corporations Act (Ontario). On October 31, 2015, the Company acquired Hydro One Inc., a company previously wholly-owned by the Province of Ontario (Province). The acquisition of Hydro One Inc. by Hydro One was accounted for as a common control transaction and Hydro One is a continuation of business operations of Hydro One Inc. At December 31, 2017, the Province held approximately 47.4% (2016 – 70.1%) of the common shares of Hydro One. The principal businesses of Hydro One are the transmission and distribution of electricity to customers within Ontario. 2. Significant Accounting Policies Basis of Consolidation These Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. Basis of Accounting These Consolidated Financial Statements are prepared and presented in accordance with United States (US) Generally Accepted Accounting Principles (GAAP) and in Canadian dollars. 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, 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 Hydro One Networks Inc. (Hydro One Networks), Hydro One Sault Ste. Marie LP (HOSSM) (formerly Great Lakes Power Transmission LP), and its 66% interest in B2M Limited Partnership (B2M LP). For the years ended December 31, 2017 and 2016 The Company’s Distribution Business consists of the distribution business of Hydro One Inc., which includes the distribution businesses of Hydro One Networks, as well as Hydro One Remote Communities Inc. (Hydro One Remote Communities). Transmission In November 2017, the Ontario Energy Board (OEB) approved Hydro One Networks’ 2017 transmission rates revenue requirement of $1,438 million. See Note 12 – Regulatory Assets and Liabilities for additional information. In December 2015, the OEB approved B2M LP’s 2015-2019 rates revenue requirements of $39 million, $36 million, $37 million, $38 million and $37 million for the respective years. 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. On June 8, 2017, the OEB approved the 2017 rates revenue requirement of $34 million, updated for the cost of capital parameters. On September 28, 2017, the OEB issued its Decision and Order on HOSSM’s 2017 transmission rates application, denying the requested revenue requirement for 2017. HOSSM’s 2016 approved revenue requirement of $41 million will remain in effect for 2017. Distribution In March 2015, the OEB approved Hydro One Networks’ distribution revenue requirements of $1,326 million for 2015, $1,430 million for 2016 and $1,486 million for 2017. The OEB has subsequently approved updated revenue requirements of $1,410 million for 2016 and $1,415 million for 2017. On March 30, 2017, the OEB approved an increase of 1.9% to Hydro One Remote Communities’ basic rates for the distribution and generation of electricity, with an effective date of May 1, 2017. 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 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 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 include its regulatory assets and liabilities in setting future rates. If, at some future date, the Company judges that it is no longer probable that the OEB will include HYDRO ONE LIMITED ANNUAL REPORT 2017 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS a regulatory asset or liability in setting future rates, the appropriate carrying amount would 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. At the end of each month, electricity delivered to customers since the date of the last billed meter reading is estimated, and the corresponding unbilled revenue is recorded. The unbilled revenue estimate is affected by energy consumption, weather, and changes in the composition of customer classes. 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 billed accounts receivable by applying internally developed loss rates to the outstanding receivable balances by aging category. Loss rates applied to the billed 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 allowance for doubtful accounts is 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 and other comprehensive income (OCI) 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 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 using new information about recognition or measurement as it becomes available. Deferred Income Taxes Deferred income taxes are provided for using the liability method. Under this method, deferred income tax liabilities are recognized on all taxable temporary differences between the tax bases and carrying amounts of assets and liabilities. Deferred income tax assets are recognized for deductible temporary differences between tax bases and carrying amounts of assets and liabilities, the carry forward unused tax credits and tax losses to the extent that it is more-likely-than-not that these deductions, credits, and losses can be utilized. Deferred income tax assets and liabilities are measured 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. Management reassesses the deferred income tax assets at each balance sheet date and reduces the amount to the extent that it is more-likely- than-not that the deferred income tax asset will not 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 tax assets and liabilities 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 creation. Under this method, only non-refundable ITCs are recognized as a reduction to income tax expense. 56 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMaterials 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. 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 most recent reviews resulted in changes to rates effective January 1, 2015 and January 1, 2017 for Hydro One Networks’ distribution and transmission businesses, respectively. A summary of average service lives and depreciation and amortization rates for the various classes of assets is included below: Property, plant and equipment: Transmission Distribution Communication Administration and service Intangible assets Average Service Life Rate Range Average 55 years 46 years 16 years 20 years 10 years 1% – 3% 1% – 7% 1% – 15% 1% – 20% 10% 2% 2% 6% 6% 10% HYDRO ONE LIMITED ANNUAL REPORT 2017 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Acquisitions and Goodwill The Company accounts for business acquisitions using the acquisition method of accounting and, accordingly, the assets and liabilities of the acquired entities are primarily measured at their estimated fair value at the date of acquisition. Costs associated with pending acquisitions are expensed as incurred. Goodwill represents the cost of acquired 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 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. Based on assessment performed as at September 30, 2017, the Company has concluded that goodwill was not impaired at December 31, 2017. 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 assesses the fair value of such long-lived assets using commonly accepted techniques. 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, 2017 and 2016, 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 and for convertible debentures, the Company defers the external transaction costs related to obtaining financing and presents such amounts net of related debt or convertible debentures on the Consolidated Balance Sheets. Deferred issuance costs are amortized over the contractual life of the related debt or convertible debentures 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 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. 58 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDerivative 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 17 – 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. The changes in fair value of the undesignated derivative instruments are reflected in results of operations. Embedded derivative instruments are separated from their host contracts and are 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 that required bifurcation at December 31, 2017 or 2016. 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. Hydro One recognizes its contributions to the defined contribution pension plan as pension expense, with a portion being capitalized as part of labour costs included in capital expenditures. The expensed amount is included in operation, maintenance and administration costs in the Consolidated Statements of Operations and Comprehensive Income. Defined Benefit Pension Defined benefit 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. HYDRO ONE LIMITED ANNUAL REPORT 2017 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. 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. 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. Stock-Based Compensation Share Grant Plans Hydro One measures share grant plans based on fair value of share grants as estimated based on the grant date common 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. Costs are transfered from the regulatory asset to labour costs at the time the share grants vest and are issued, and are recovered in rates. Forfeitures are recognized as they occur. Deferred Share Unit (DSU) Plans The Company records the liabilities associated with its Directors’ and Management DSU Plans 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. Long-Term Incentive Plan (LTIP) The Company measures the restricted share units (RSUs) and performance share units (PSUs), issued under its LTIP, at fair value based on the grant date common share price. The related compensation expense is recognized over the vesting period on a straight-line basis. Forfeitures are recognized as they occur. 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. 60 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAsset 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 have been recorded 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. 3. New Accounting Pronouncements The following tables present Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board that are applicable to Hydro One: Recently Adopted Accounting Guidance ASU Date issued Description Effective date Anticipated impact on Hydro One 2016-06 March 2016 Contingent call (put) options that are assessed to accelerate the January 1, 2017 No impact upon adoption payment of principal on debt instruments need to meet the criteria of being “clearly and closely related” to their debt hosts. Recently Issued Accounting Guidance Not Yet Adopted Description ASU Date issued May 2014 – November 2017 ASU 2014-09 was issued in May 2014 and provides guidance on revenue recognition relating to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2015-14 deferred the effective date of ASU 2014-09 by one year. Additional ASUs were issued in 2016 and 2017 that simplify transition and provide clarity on certain aspects of the new standard. 2014-09 2015-14 2016-08 2016-10 2016-12 2016-20 2017-05 2017-10 2017-13 2017-14 Effective date Anticipated impact on Hydro One January 1, 2018 Hydro One has completed the review of all its revenue streams and has concluded that there will be no material impact upon adoption. HYDRO ONE LIMITED ANNUAL REPORT 2017 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ASU Date issued Description Effective date Anticipated impact on Hydro One 2016-02 2018-01 February 2016 – January 2018 Lessees are required to recognize the rights and obligations resulting from operating leases as assets (right to use the underlying asset for the term of the lease) and liabilities (obligation to make future lease payments) on the balance sheet. ASU 2018-01 permits an entity to elect an optional practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. January 1, 2019 An initial assessment is currently underway encompassing a review of existing leases, which will be followed by a review of relevant contracts. No quantitative determination has been made at this time. The Company is on track for implementation of this standard by the effective date. 2016-15 August 2016 The amendments provide guidance for eight specific cash January 1, 2018 No material impact flow issues with the objective of reducing the existing diversity in practice. 2017-01 January 2017 The amendment clarifies the definition of a business and January 1, 2018 No material impact provides additional guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. 2017-04 January 2017 The amendment removes the second step of the current January 1, 2020 Under assessment 2017-07 March 2017 2017-09 May 2017 2017-11 July 2017 two-step goodwill impairment test to simplify the process of testing goodwill. Service cost components of net benefit cost associated with defined benefit plans are required to be reported in the same line as other compensation costs arising from services rendered by the Company’s employees. All other components of net benefit cost are to be presented in the income statement separately from the service cost component. Only the service cost component is eligible for capitalization where applicable. Changes to the terms or conditions of a share-based payment award will require an entity to apply modified accounting unless the modified award meets all conditions stipulated in this ASU. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. 2017-12 August 2017 Amendments will better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. January 1, 2018 Hydro One has applied for a regulatory deferral account to maintain the capitalization of OPEB related costs. As such, there will be no material impact. January 1, 2018 No impact January 1, 2019 Under assessment January 1, 2019 Under assessment 62 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS4. Business Combinations Avista Corporation Purchase Agreement On July 19, 2017, Hydro One reached an agreement to acquire Avista Corporation (Merger) for approximately $6.7 billion in an all-cash transaction. Avista Corporation is an investor-owned utility providing electric generation, transmission, and distribution services. It is headquartered in Spokane, Washington, with service areas in Washington, Idaho, Oregon, Montana and Alaska. The closing of the Merger is subject to receipt of certain regulatory and government approvals, and the satisfaction of customary closing conditions. See Note 16 – Convertible Debentures and Note 17 – Fair Value of Financial Instruments and Risk Management for details of convertible debentures and foreign exchange contract, respectively, related to financing of the Merger. Acquisition of HOSSM On October 31, 2016, Hydro One acquired HOSSM, an Ontario regulated electricity transmission business operating along the eastern shore of Lake Superior, north and east of Sault Ste. Marie, Ontario from Brookfield Infrastructure Holdings Inc. The total purchase price for HOSSM was approximately $376 million, including the assumption of approximately $150 million in outstanding indebtedness. During 2017, the Company completed the final determination of the fair value of assets acquired and liabilities assumed with no significant changes, which resulted in a total goodwill of approximately $157 million arising from the HOSSM acquisition. The difference between the preliminary and final purchase price allocation to fair value of assets acquired and liabilities related to a $2 million decrease in deferred income tax liabilities which resulted in a corresponding decrease to goodwill. The following table summarizes the final fair value of the assets acquired and liabilities assumed: The following table summarizes the final fair value of the assets acquired and liabilities assumed: (millions of dollars) Cash and cash equivalents Property, plant and equipment Intangible assets Regulatory assets Goodwill Working capital Long-term debt Pension and post-employment benefit liabilities, net Deferred income taxes 5 221 1 50 157 (2) (186) (5) (15) 226 Goodwill arising from the HOSSM acquisition consists largely of the synergies and economies of scale expected from combining the operations of Hydro One and HOSSM. HOSSM contributed revenues of $6 million and less than $1 million of net income to the Company’s consolidated financial results for the year ended December 31, 2016. All costs related to the acquisition have been expensed through the Consolidated Statements of Operations and Comprehensive Income. HOSSM’s financial information was not material to the Company’s consolidated financial results for the year ended December 31, 2016 and therefore, has not been disclosed on a pro forma basis. Agreement to Purchase Orillia Power On August 15, 2016, the Company reached an agreement to acquire Orillia Power Distribution Corporation (Orillia Power), an electricity distribution company located in Simcoe County, Ontario, from the City of Orillia for approximately $41 million, including the assumption of approximately $15 million in outstanding indebtedness and regulatory liabilities, subject to closing adjustments. The acquisition is subject to regulatory approval by the OEB. 5. Depreciation and Amortization Year ended December 31 (millions of dollars) Depreciation of property, plant and equipment Asset removal costs Amortization of intangible assets Amortization of regulatory assets 2017 641 90 62 24 817 2016 612 90 56 20 778 HYDRO ONE LIMITED ANNUAL REPORT 2017 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Financing Charges Year ended December 31 (millions of dollars) Interest on long-term debt Interest on convertible debentures Interest on short-term notes Unrealized loss on foreign exchange contract Other Less: Interest capitalized on construction and development in progress Interest earned on cash and cash equivalents 2017 2016 450 24 6 3 14 (56) (2) 439 424 — 9 — 16 (54) (2) 393 7. Income Taxes Income tax expense differs from the amount that would have been recorded using the combined Canadian federal and Ontario statutory income tax rate. The reconciliation between the statutory and the effective tax rates is provided as follows: 2017 793 210 (55) (13) (17) (15) (6) 3 (103) 4 111 2017 26 85 111 2016 885 235 (53) (16) (16) (14) (5) 5 (99) 3 139 2016 25 114 139 14.0% 15.7% Year ended December 31 (millions of dollars) Income before income taxes Income taxes at statutory rate of 26.5% (2016 – 26.5%) Increase (decrease) resulting from: Net temporary differences recoverable in future rates 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 Other Net temporary differences Net permanent differences Total income taxes The major components of income tax expense are as follows: Year ended December 31 (millions of dollars) Current income taxes Deferred income taxes Total income taxes Effective income tax rate 64 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities 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. Deferred income tax assets and liabilities arise from differences between the tax basis and the carrying amounts of the assets and liabilities. At December 31, 2017 and 2016, deferred income tax assets and liabilities consisted of the following: December 31 (millions of dollars) Deferred income tax assets Depreciation and amortization in excess of capital cost allowance Non-depreciable capital property Post-retirement and post-employment benefits expense in excess of cash payments Environmental expenditures Non-capital losses and tax credit carryforward Tax credit carryforwards Investment in subsidiaries Other Less: valuation allowance Total deferred income tax assets Less: current portion Deferred income tax liabilities Regulatory amounts that are not recognized for tax purposes Goodwill Capital cost allowance in excess of depreciation and amortization Other Total deferred income tax liabilities Less: current portion Net deferred income tax assets The net deferred income tax assets are presented on the Consolidated Balance Sheets as follows: December 31 (millions of dollars) Long-term: Deferred income tax assets Deferred income tax liabilities Net deferred income tax assets 2017 2016 125 271 561 71 255 49 84 13 1,429 (364) 1,065 — 1,065 (47) (10) (75) (17) (149) — (149) 916 495 271 607 74 213 27 75 3 1,765 (352) 1,413 — 1,413 (153) (10) (64) (11) (238) — (238) 1,175 2017 2016 987 (71) 916 1,235 (60) 1,175 The valuation allowance for deferred tax assets as at December 31, 2017 was $364 million (2016 – $352 million). The valuation allowance primarily relates to temporary differences for non-depreciable assets and investments in subsidiaries. As of December 31, 2017 and 2016, the Company had non-capital losses carried forward available to reduce future years’ taxable income, which expire as follows: Year of expiry (millions of dollars) 2034 2035 2036 2037 Total losses 2017 2 222 560 175 959 2016 2 222 580 — 804 HYDRO ONE LIMITED ANNUAL REPORT 2017 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Accounts Receivable December 31 (millions of dollars) Accounts receivable – billed Accounts receivable – unbilled Accounts receivable, gross Allowance for doubtful accounts Accounts receivable, net The following table shows the movements in the allowance for doubtful accounts for the years ended December 31, 2017 and 2016: 2017 298 367 665 (29) 636 2016 431 442 873 (35) 838 2017 2016 Year ended December 31 (millions of dollars) Allowance for doubtful accounts – beginning Write-offs Additions to allowance for doubtful accounts Allowance for doubtful accounts – ending 9. Other Current Assets December 31 (millions of dollars) Regulatory assets (Note 12) Materials and supplies Prepaid expenses and other assets 10. Property, Plant and Equipment December 31, 2017 (millions of dollars) Transmission Distribution Communication Administration and service Easements December 31, 2016 (millions of dollars) Transmission Distribution Communication Administration and service Easements (35) 25 (19) (29) 2017 46 18 41 105 Property, Plant and Equipment Accumulated Depreciation Construction in Progress 15,509 10,213 1,266 1,561 638 29,187 5,162 3,513 853 857 70 989 149 31 46 — 10,455 1,215 Property, Plant and Equipment Accumulated Depreciation Construction in Progress 14,692 9,656 1,233 1,632 628 27,841 4,862 3,305 777 924 67 9,935 910 243 20 61 — 1,234 (61) 37 (11) (35) 2016 37 19 46 102 Total 11,336 6,849 444 750 568 19,947 Total 10,740 6,594 476 769 561 19,140 Financing charges capitalized on property, plant and equipment under construction were $54 million in 2017 (2016 – $52 million). 66 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Intangible Assets December 31, 2017 (millions of dollars) Computer applications software Other December 31, 2016 (millions of dollars) Computer applications software Other Intangible Assets Accumulated Amortization Development in Progress 698 5 703 370 5 375 41 — 41 Intangible Assets Accumulated Amortization Development in Progress 621 5 626 326 4 330 53 — 53 Total 369 — 369 Total 348 1 349 Financing charges capitalized to intangible assets under development were $2 million in 2017 (2016 – $2 million). The estimated annual amortization expense for intangible assets is as follows: 2018 – $67 million; 2019 – $57 million; 2020 – $40 million; 2021 – $39 million; and 2022 – $36 million. 12. Regulatory Assets and Liabilities Regulatory assets and liabilities arise as a result of the rate-setting process. Hydro One has recorded the following regulatory assets and liabilities: December 31 (millions of dollars) Regulatory assets: Deferred income tax regulatory asset Pension benefit regulatory asset Post-retirement and post-employment benefits Environmental Share-based compensation Debt premium Foregone revenue deferral Distribution system code exemption B2M LP start-up costs Retail settlement variance account 2015–2017 rate rider Pension cost variance Other Total regulatory assets Less: current portion Regulatory liabilities: Green Energy expenditure variance External revenue variance CDM deferral variance Pension cost variance 2015–2017 rate rider Deferred income tax regulatory liability Other Total regulatory liabilities Less: current portion 2017 2016 1,762 981 36 196 40 27 23 10 4 — — — 16 3,095 (46) 3,049 60 46 28 23 6 5 17 185 (57) 128 1,587 900 243 204 31 32 — 10 5 145 7 4 14 3,182 (37) 3,145 69 64 54 — — 4 18 209 — 209 HYDRO ONE LIMITED ANNUAL REPORT 2017 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 2017 income tax expense would have been higher by approximately $113 million (2016 – $104 million). On September 28, 2017, the OEB issued its Decision and Order on Hydro One Networks’ 2017 and 2018 transmission rates revenue requirements (Decision). In its Decision, the OEB concluded that the net deferred tax asset resulting from transition from the payments in lieu of tax regime under the Electricity Act (Ontario) to tax payments under the federal and provincial tax regime should not accrue entirely to Hydro One’s shareholders and that a portion should be shared with ratepayers. On November 9, 2017, the OEB issued a Decision and Order that calculated the portion of the tax savings that should be shared with ratepayers. The OEB’s calculation would result in an impairment of Hydro One Networks’ transmission deferred income tax regulatory asset of up to approximately $515 million. If the OEB were to apply the same calculation for sharing in Hydro One Networks’ 2018-2022 distribution rates, for which a decision is currently outstanding, it would result in an additional impairment of up to approximately $370 million related to Hydro One Networks’ distribution deferred income tax regulatory asset. In October 2017, the Company filed a Motion to Review and Vary (Motion) the Decision and filed an appeal with the Divisional Court of Ontario (Appeal). On December 19, 2017, the OEB granted a hearing of the merits of the Motion which is scheduled for mid-February 2018. In both cases, the Company’s position is that the OEB made errors of fact and law in its determination of allocation of the tax savings between the shareholders and ratepayers. The Appeal is being held in abeyance pending the outcome of the Motion. If the Decision is upheld, based on the facts known at this time, the exposure from the potential impairments would be a one-time decrease in net income of up to approximately $885 million. Based on the assumptions that the OEB applies established rate making principles in a manner consistent with its past practice and does not exercise its discretion to take other policy considerations into account, management is of the view that it is likely that the Company’s Motion will be granted and the aforementioned tax savings will be allocated to the benefit of Hydro One shareholders. Pension Benefit Regulatory Asset In accordance with OEB rate orders, pension costs are recovered 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, OCI would have been lower by $80 million and operation, maintenance and administration expenses would have been higher by $1 million (2016 – OCI higher by $52 million). 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, 2017 OCI would have been higher by $207 million (2016 – lower by $3 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 2017, the environmental regulatory asset increased by $1 million (2016 – decreased by $1 million) to reflect related changes in the Company’s PCB liability, and increased by $7 million (2016 – $10 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, 2017 operation, maintenance and administration expenses would have been higher by $8 million (2016 – $9 million). In addition, 2017 amortization expense would have been lower by $24 million (2016 – $20 million), and 2017 financing charges would have been higher by $8 million (2016 – $8 million). Share-Based Compensation The Company recognizes costs associated with share grant plans in a regulatory asset as management considers it probable that share grant plans’ costs will be recovered in the future through the rate-setting process. In the absence of rate-regulated accounting, 2017 operation, maintenance and administration expenses would have been higher by $8 million (2016 – $9 million). Share grant costs are transferred to labour costs at the time the share grants vest and are issued, and are recovered in rates in accordance with recovery of said labour costs. Debt Premium The value of debt assumed in the acquisition of HOSSM has been recorded at fair value in accordance with US GAAP – Business Combinations. The OEB allows for recovery of interest at the coupon rate of the Senior Secured Bonds and a regulatory asset has been recorded for the difference between the fair value and face value of this debt. The debt premium is recovered over the remaining term of the debt. 68 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSForegone Revenue Deferral As part of its September 2017 decision on Hydro One Networks’ transmission rate application for 2017 and 2018 rates, the OEB approved the foregone revenue account to record the difference between revenue earned under the rates approved as part of the decision, effective January 1, 2017, and revenue earned under the interim rates until the approved 2017 rates were implemented. The OEB approved a similar account for B2M LP in June 2017 to record the difference between revenue earned under the newly approved rates, effective January 1, 2017, and the revenue recorded under the interim 2017 rates. The balances of these accounts will be returned to or recovered from ratepayers, respectively, over a one-year period ending December 31, 2018. The draft rate order submitted by Hydro One Networks was approved by the OEB in November, 2017. This draft rate order reflects the September 2017 decision, including a reduction of the amount of cash taxes approved for recovery in transmission rates due to the OEB’s basis to share the savings resulting from a deferred tax asset with ratepayers. The Company’s position in the aforementioned Motion is that the OEB made errors of fact and law in its determination of allocation of the tax savings between the shareholders and ratepayers. Therefore, the Company has also reflected the impact of the Company’s position with respect to the Motion in the Foregone Revenue Deferral account. The timing for recovery of this impact will be determined as part of the outcome of the Motion. Distribution System Code (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 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 Networks distribution applications. In March 2015, the OEB approved the disposition of the DSC exemption deferral account balance at December 31, 2013, including accrued interest, which was recovered through the 2015-2017 Rate Rider. In addition, the OEB also approved Hydro One’s request to discontinue this deferral account. There were no additions to this regulatory account in 2017 or 2016. The remaining balance in this account at December 31, 2016, including accrued interest, was requested for recovery through the 2018-2022 distribution rate application. 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 are being recovered over a four-year period which began in 2016, in accordance with the OEB decision. Retail Settlement Variance Account (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. 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 included the balances approved for disposition by the OEB and was disposed of in accordance with the OEB decision over a 32-month period ended on December 31, 2017. The balance remaining in the account represents an over-collection to be returned to ratepayers in a future rate application. We have not requested recovery of the remaining balance of this account in the current distribution rate application. 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 deficit 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 was recovered through the 2015–2017 Rate Rider. In September 2017, the OEB approved the disposition of the transmission business portion of the total pension cost variance account as at December 31, 2015, including accrued interest, which is being recovered over a two-year period ending December 31, 2018. In the absence of rate-regulated accounting, 2017 revenue would have been higher by $24 million (2016 – $25 million). 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. 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. In September 2017, the OEB approved the disposition of the external revenue variance account as at December 31, 2015, including accrued interest, which is being returned to customers over a two-year period ending December 31, 2018. HYDRO ONE LIMITED ANNUAL REPORT 2017 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. The balance in the CDM deferral variance account relates 13. Accounts Payable and Other Current Liabilities December 31 (millions of dollars) Accounts payable Accrued liabilities Accrued interest Regulatory liabilities (Note 12) 14. Other Long-Term Liabilities December 31 (millions of dollars) Post-retirement and post-employment benefit liability (Note 19) Pension benefit liability (Note 19) Environmental liabilities (Note 20) Asset retirement obligations (Note 21) Long-term accounts payable and other liabilities to the actual 2013 and 2014 CDM compared to the amounts included in 2013 and 2014 revenue requirements, respectively. There were no additions to this regulatory account in 2017 or 2016. The balance of the account at December 31, 2015, including interest, was approved for disposition in the 2017-2018 transmission rate decision and is currently being drawn down over a 2-year period ending December 31, 2018. 2017 177 572 99 57 905 2017 1,519 981 168 9 30 2,707 2016 181 659 105 — 945 2016 1,641 900 177 9 25 2,752 15. Debt and Credit Agreements Short-Term Notes and Credit Facilities Hydro One meets its short-term liquidity requirements in part through the issuance of commercial paper under Hydro One Inc.’s Commercial Paper Program which has a maximum authorized amount of $1.5 billion. These short-term notes are denominated in Canadian dollars with varying maturities up to 365 days. The Commercial Paper Program is supported by Hydro One Inc.’s committed revolving credit facilities totalling $2.3 billion. At December 31, 2017, Hydro One’s consolidated committed, unsecured and undrawn credit facilities totalling $2,550 million consisted of the following: Maturity Amount June 20221 2,300 November 2021 250 2,550 (millions of dollars) Hydro One Inc. Revolving standby credit facility Hydro One Five-year senior, revolving term credit facility Total 1 In June 2017, the maturity date of Hydro One Inc.’s $2.3 billion credit facilities was extended from June 2021 to June 2022. 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 that no event of default has occurred or would result from such credit extension. 70 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-Term Debt The following table presents long-term debt outstanding at December 31, 2017 and 2016: December 31 (millions of dollars) 5.18% Series 13 notes due 2017 2.78% Series 28 notes due 2018 Floating-rate Series 31 notes due 20191 1.48% Series 37 notes due 20192 4.40% Series 20 notes due 2020 1.62% Series 33 notes due 20202 1.84% Series 34 notes due 2021 3.20% Series 25 notes due 2022 2.77% Series 35 notes due 2026 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 3.91% Series 36 notes due 2046 3.72% Series 38 notes due 2047 4.00% Series 24 notes due 2051 3.79% Series 26 notes due 2062 4.29% Series 30 notes due 2064 Hydro One Inc. long-term debt (a) 6.6% Senior Secured Bonds due 2023 (Face value – $110 million) 4.6% Note Payable due 2023 (Face value – $36 million) HOSSM long-term debt (b) Add: Net unamortized debt premiums Add: Unrealized mark-to-market gain2 Less: Deferred debt issuance costs Total long-term debt 2017 2016 — 750 228 500 300 350 500 600 500 400 500 385 600 400 300 500 300 315 435 350 325 350 450 225 310 50 600 750 228 500 300 350 500 600 500 400 500 385 600 400 300 500 300 315 435 350 325 350 450 225 310 50 9,923 10,523 136 40 176 144 40 184 10,099 10,707 14 (9) (37) 15 (2) (40) 10,067 10,680 1 The interest rates of the floating-rate notes are referenced to the three-month Canadian dollar bankers’ acceptance rate, plus a margin. 2 The unrealized mark-to-market net gain relates to $50 million of the Series 33 notes due 2020 and $500 million Series 37 notes due 2019. The unrealized mark-to-market net gain is offset by a $9 million (2016 – $2 million) unrealized mark-to-market net loss on the related fixed-to-floating interest-rate swap agreements, which are accounted for as fair value hedges. (a) Hydro One Inc. Long-Term Debt At December 31, 2017, long-term debt of $9,923 million (2016 – $10,523 million) was outstanding, the majority of which was issued under Hydro One Inc.’s Medium Term Note (MTN) Program. The maximum authorized principal amount of notes issuable under the current MTN Program prospectus filed in December 2015 is $3.5 billion. At December 31 2017, $1.2 billion remained available for issuance until January 2018. In 2017, no long-term debt was issued and $600 million of long-term debt was repaid under the MTN Program (2016 – $2,300 million issued and $500 million repaid). (b) HOSSM Long-Term Debt At December 31, 2017, long-term debt of $176 million (2016 – $184 million), with a face value of $146 million (2016 – $148 million) was held by HOSSM. In 2017, $2 million of HOSSM long-term debt was repaid (2016 – $2 million). HYDRO ONE LIMITED ANNUAL REPORT 2017 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The total long-term debt is presented on the consolidated balance sheets as follows: December 31 (millions of dollars) Current liabilities: Long-term debt payable within one year Long-term liabilities: Long-term debt Total long-term debt 2017 2016 752 602 9,315 10,067 10,078 10,680 Principal and Interest Payments Principal repayments and related weighted average interest rates are summarized by the number of years to maturity in the following table: Years to Maturity 1 year 2 years 3 years 4 years 5 years 6 – 10 years Over 10 years Interest payment obligations related to long-term debt are summarized by year in the following table: Year 2018 2019 2020 2021 2022 2023–2027 2028+ 16. Convertible Debentures (millions of dollars, except as otherwise noted) Maturity date Coupon rate Conversion price per common share Carrying value at December 31, 2016 Receipt of Initial Instalment, net of deferred financing costs Amortization of deferred financing costs Carrying value at December 31, 2017 Face value at December 31, 2017 72 HYDRO ONE LIMITED ANNUAL REPORT 2017 Long-term Debt Principal Repayments (millions of dollars) Weighted Average Interest Rate (%) 752 731 653 503 604 3,243 631 6,195 10,069 2.8 1.6 2.9 1.9 3.2 2.5 3.5 5.2 4.2 Interest Payments (millions of dollars) 426 402 384 370 355 1,937 1,672 4,081 7,690 September 30, 2027 4.00% 21.40 $ — 486 1 487 513 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On August 9, 2017, in connection with the acquisition of Avista Corporation, the Company completed the sale of $1,540 million aggregate principal amount of 4.00% convertible unsecured subordinated debentures (Convertible Debentures) represented by instalment receipts, which included the exercise in full of the over-allotment option granted to the underwriters to purchase an additional $140 million aggregate principal amount of the Convertible Debentures (Debenture Offering). The Convertible Debentures were sold on an instalment basis at a price of $1,000 per Convertible Debenture, of which $333 (Initial Instalment) was paid on closing of the Debenture Offering and the remaining $667 (Final Instalment) is payable on a date (Final Instalment Date) to be fixed by the Company following satisfaction of conditions precedent to the closing of the acquisition of Avista Corporation. The gross proceeds received from the Initial Instalment were $513 million. The Company incurred financing costs of $27 million, which are being amortized to financing charges over approximately 10 years, the contractual term of the Convertible Debentures, using the effective interest rate method. The Convertible Debentures will mature on September 30, 2027. A coupon rate of 4% is paid on the $1,540 million aggregate principal amount of the Convertible Debentures, and based on the carrying value of the Initial Instalment, this translates into an effective annual yield of 12%. After the Final Instalment Date, the interest rate will be 0%. The interest expense recorded in 2017 is $24 million. If the Final Instalment Date occurs on a day that is prior to the first anniversary of the closing of the Debenture Offering, holders of the Convertible Debentures who have paid the Final Instalment on or before the Final Instalment Date will be entitled to receive, in addition to the payment of accrued and unpaid interest to and including the Final Instalment Date, an amount equal to the interest that would have accrued from the day following the Final Instalment Date to and including the first anniversary of the closing of the Debenture Offering had the Convertible Debentures remained outstanding and continued to accrue interest until and including such date (Make-Whole Payment). No Make-Whole Payment will be payable if the Final Instalment Date occurs on or after the first anniversary of the closing of the Debenture Offering. At the option of the holders and provided that payment of the Final Instalment has been made, each Convertible Debenture will be convertible into common shares of the Company at any time on or after the Final Instalment Date, but prior to the earlier of maturity or redemption by the Company, at a conversion price of $21.40 per common share, being a conversion rate of 46.7290 common shares per $1,000 principal amount of Convertible Debentures. The conversion feature meets the definition of a Beneficial Conversion Feature (BCF), with an intrinsic value of approximately $92 million. Due to the contingency associated with the debentureholders’ ability to exercise the conversion, the BCF has not been recognized. Between the time the contingency is resolved and the Final Instalment Date, the Company will recognize approximately $92 million of interest expense associated with amortization of the BCF. Prior to the Final Instalment Date, the Convertible Debentures may not be redeemed by the Company, except that the Convertible Debentures will be redeemed by the Company at a price equal to their principal amount plus accrued and unpaid interest following the earlier of: (i) notification to holders that the conditions necessary to approve the acquisition of Avista Corporation will not be satisfied; (ii) termination of the acquisition agreement; and (iii) May 1, 2019 if notice of the Final Instalment Date has not been given to holders on or before April 30, 2019. Upon any such redemption, the Company will pay for each Convertible Debenture (i) $333 plus accrued and unpaid interest to the holder of the instalment receipt; and (ii) $667 to the selling debentureholder on behalf of the holder of the instalment receipt in satisfaction of the final instalment. In addition, after the Final Instalment Date, any Convertible Debentures not converted may be redeemed by the Company at a price equal to their principal amount plus any unpaid interest, which accrued prior to and including the Final Instalment Date. At maturity, the Company will have the right to pay the principal amount due in common shares, which will be valued at 95% of their weighted average trading price on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days preceding the maturity date. 17. 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 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. HYDRO ONE LIMITED ANNUAL REPORT 2017 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Non-Derivative Financial Assets and Liabilities At December 31, 2017 and 2016, the Company’s carrying amounts of cash and cash equivalents, accounts receivable, due from related parties, short-term notes payable, accounts payable, and due to related parties are representative of fair value due to the short-term nature of these instruments. Fair Value Measurements of Long-Term Debt The fair values and carrying values of the Company’s long-term debt at December 31, 2017 and 2016 are as follows: December 31 (millions of dollars) $50 million of MTN Series 33 notes $500 million MTN Series 37 notes Other notes and debentures Long-term debt, including current portion Fair Value Measurements of Derivative Instruments At December 31, 2017, Hydro One Inc. had interest-rate swaps in the amount of $550 million (2016 – $550 million) that were used to convert fixed-rate debt to floating-rate debt. These swaps are classified as fair value hedges. Hydro One Inc.’s fair value hedge exposure was approximately 6% (2016 – 5%) of its total long-term debt. At December 31, 2017, Hydro One Inc. had the following interest-rate swaps designated as fair value hedges: • a $50 million fixed-to-floating interest-rate swap agreement to convert $50 million of the $350 million MTN Series 33 notes maturing April 30, 2020 into three-month variable rate debt; and • two $125 million and one $250 million fixed-to-floating interest-rate swap agreements to convert the $500 million MTN Series 37 notes maturing November 18, 2019 into three-month variable rate debt. At December 31, 2017 and 2016, the Company had no interest-rate swaps classified as undesignated contracts. 2017 Carrying Value 2017 Fair Value 2016 Carrying Value 49 492 9,526 10,067 49 492 11,027 11,568 50 498 10,132 10,680 2016 Fair Value 50 498 11,462 12,010 In October 2017, the Company entered into a deal-contingent foreign exchange forward contract to convert $1.4 billion Canadian to US dollars at an initial forward rate of 1.27486 Canadian per 1.00 US dollars, and a range up to 1.28735 Canadian per 1.00 US dollars based on the settlement date. The contract is contingent on the Company closing the proposed Avista Corporation acquisition (see Note 4 – Business Combinations) and is intended to mitigate the foreign currency risk related to the portion of the Avista Corporation acquisition purchase price financed with the issuance of Convertible Debentures (see Note 16 – Convertible Debentures). If the acquisition does not close, the contract would not be completed and no amounts would be exchanged. The contract can be executed upon approval of the acquisition up to March 31, 2019. This contract is an economic hedge and does not qualify for hedge accounting. It has been accounted for as an undesignated contract. Fair Value Hierarchy The fair value hierarchy of financial assets and liabilities at December 31, 2017 and 2016 is as follows: December 31, 2017 (millions of dollars) Assets: Cash and cash equivalents Liabilities: Short-term notes payable Long-term debt, including current portion Convertible debentures Derivative instruments Fair value hedges – interest-rate swaps Foreign exchange contract 74 HYDRO ONE LIMITED ANNUAL REPORT 2017 Carrying Value Fair Value Level 1 Level 2 Level 3 25 25 926 10,067 487 9 3 25 25 926 11,568 574 9 3 25 25 926 — 574 9 — — — — 11,568 — — — 11,492 13,080 1,509 11,568 — — — — — — 3 3 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 (millions of dollars) Assets: Cash and cash equivalents Liabilities: Short-term notes payable Long-term debt, including current portion Derivative instruments Fair value hedges – interest-rate swaps Carrying Value Fair Value Level 1 Level 2 Level 3 50 50 50 50 469 10,680 469 12,010 2 2 11,151 12,481 50 50 469 — 2 471 — — — 12,010 — 12,010 — — — — — — Cash and cash equivalents include cash and short-term investments. The carrying values are representative of fair value because of the short-term nature of these instruments. The fair value of the hedged portion of the long-term debt is primarily based on the present value of future cash flows using a swap yield curve to determine the assumption for interest rates. The fair value of the unhedged portion of the long-term debt is based on unadjusted period-end market prices for the same or similar debt of the same remaining maturities. The fair value of the convertible debentures is based on their closing price on December 29, 2017 (last business day in December 2017), as posted on the Toronto Stock Exchange. The Company uses derivative instruments as an economic hedge for foreign exchange risk. The value of the foreign exchange contract is derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, forward price yield curves,probability of closing the Avista Corporation acquisition, and the contract settlement of date. The Company’s valuation models also reflect measurements for credit risk. The fair value of the foreign exchange contract includes significant unobservable inputs, and therefore has been classified accordingly as Level 3. The significant unobservable inputs used in the fair value measurement of the foreign exchange contract relates to the assessment of probability of closing the Avista Corporation acquisition and the contract settlement date. 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, 2017 and 2016. Year ended December 31 (millions of dollars) Fair value, beginning of year Unrealized loss on foreign exchange contract included in financing charges (Note 6) Fair value, end of year 2017 2016 — 3 3 — — — There were no transfers between any of the fair value levels during the years ended December 31, 2017 or 2016. Risk Management Exposure to market risk, credit risk and liquidity risk arises in the normal course of the Company’s business. Market Risk Market risk refers primarily to the risk of loss which results from changes in costs, foreign exchange rates and interest rates. The Company is exposed to fluctuations in interest rates, as its regulated return on equity is derived using a formulaic approach that takes anticipated interest rates into account. The Company is not currently exposed to material commodity price risk. The Company uses a combination of fixed and variable-rate debt to manage the mix of its debt portfolio. The Company also uses derivative financial instruments to manage interest-rate risk. The Company utilizes interest- rate swaps, which are typically designated as fair value hedges, as a means to manage its interest rate exposure to achieve a lower cost of debt. The Company may also utilize interest-rate derivative instruments to lock in interest-rate levels in anticipation of future financing. A hypothetical 100 basis points increase in interest rates associated with variable-rate debt would not have resulted in a significant decrease in Hydro One’s net income for the years ended December 31, 2017 and 2016. HYDRO ONE LIMITED ANNUAL REPORT 2017 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company is exposed to foreign exchange fluctuations as a result of entering into a deal-contingent foreign exchange forward agreement (see section Fair Value Measurements of Derivative Instruments above). This agreement is intended to mitigate the foreign currency risk related to the portion of the Avista Corporation acquisition purchase price financed with the issuance of Convertible Debentures (see Note 16 – Convertible Debentures). For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the Consolidated Statements of Operations and Comprehensive Income. The net unrealized loss (gain) on the hedged debt and the related interest-rate swaps for the years ended December 31, 2017 and 2016 was not material. Credit Risk Financial assets create a risk that a counterparty will fail to discharge an obligation, causing a financial loss. At December 31, 2017 and 2016, there were no significant concentrations of credit risk with respect to any class of financial assets. The Company’s revenue is earned from a broad base of customers. As a result, Hydro One did not earn a material amount of revenue from any single customer. At December 31, 2017 and 2016, there was no material accounts receivable balance due from any single customer. At December 31, 2017, the Company’s provision for bad debts was $29 million (2016 – $35 million). Adjustments and write-offs are determined on the basis of a review of overdue accounts, taking into consideration historical experience. At December 31, 2017, approximately 5% (2016 – 6%) of the Company’s net accounts receivable were outstanding for more than 60 days. Hydro One manages its counterparty credit risk through various techniques including: entering into transactions with highly rated counterparties; limiting total exposure levels with individual counterparties; entering into master agreements which enable net settlement and the contractual right of offset; and monitoring the financial condition of counterparties. The Company monitors current credit exposure to counterparties both on an individual and an aggregate basis. The Company’s credit risk for accounts receivable is limited to the carrying amounts on the Consolidated Balance Sheets. Derivative financial instruments result in exposure to credit risk since there is a risk of counterparty default. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. At December 31, 2017 and 2016, the counterparty credit risk exposure on the fair value of these interest-rate swap contracts was not material. At December 31, 2017, Hydro One’s credit exposure for all derivative instruments, and applicable payables and receivables, had a credit rating of investment grade, with four financial institutions as the counterparties. 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 credit facilities. The short-term liquidity under the Commercial Paper Program, revolving standby credit facilities, and anticipated levels of funds from operations are expected to be sufficient to fund normal operating requirements. 18. 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. At December 31, 2017 and 2016, the Company’s capital structure was as follows: December 31 (millions of dollars) Long-term debt payable within one year Short-term notes payable Less: cash and cash equivalents Long-term debt Convertible debentures Preferred shares Common shares Retained earnings Total capital 76 HYDRO ONE LIMITED ANNUAL REPORT 2017 2017 752 926 (25) 1,653 9,315 487 418 5,631 4,090 21,594 2016 602 469 (50) 1,021 10,078 — 418 5,623 3,950 21,090 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Hydro One Inc. and HOSSM have customary covenants typically associated with long-term debt. Hydro One Inc.’s long-term debt and credit facility covenants limit 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, 2017, the Company was in compliance with all financial covenants and limitations associated with the outstanding borrowings and credit facilities. January 1, 2004, and for The Society of Energy Professionals (The Society)-represented staff hired after November 17, 2005, benefits are based on highest five-year average pensionable earnings. After retirement, pensions are indexed to inflation. Membership in the Pension Plan was closed to management employees who were not eligible or had not irrevocably elected to join the Pension Plan as of September 30, 2015. These employees are eligible to join the DC Plan. 19. Pension and Post-Retirement and Post-Employment Benefits Hydro One has a defined benefit pension plan (Pension Plan), a defined contribution pension plan (DC Plan), a supplemental pension plan (Supplemental Plan), and post-retirement and post-employment benefit plans. DC Plan Hydro One established a DC Plan effective January 1, 2016. The DC Plan covers eligible management employees hired on or after January 1, 2016, as well as management employees hired before January 1, 2016 who were not eligible or had not irrevocably elected to join the Pension Plan as of September 30, 2015. Members of the DC Plan have an option to contribute 4%, 5% or 6% of their pensionable earnings, with matching contributions by Hydro One. Hydro One contributions to the DC Plan for the year ended December 31, 2017 were $1 million (2016 – less than $1 million). At December 31, 2017, Company contributions payable included in accrued liabilities on the Consolidated Balance Sheets were less than $1 million (2016 – less than $1 million). Pension Plan, Supplemental Plan, and Post-Retirement and Post-Employment Plans The Pension Plan is a defined benefit contributory plan which covers eligible regular employees of Hydro One and its subsidiaries. The Pension Plan provides benefits based on highest three-year average pensionable earnings. For management employees who commenced employment on or after Company and employee contributions to the Pension Plan are based on actuarial valuations performed at least every three years. Annual Pension Plan contributions for 2017 of $87 million (2016 – $108 million) were based on an actuarial valuation effective December 31, 2016 (2016 – based on an actuarial valuation effective December 31, 2015) and the level of pensionable earnings. Estimated annual Pension Plan contributions for 2018 and 2019 are approximately $71 million for each year based on the actuarial valuation as at December 31, 2016 and projected levels of pensionable earnings. Future minimum contributions beyond 2019 will be based on an actuarial valuation effective no later than December 31, 2019. Contributions are payable one month in arrears. All of the contributions are expected to be in the form of cash. The Supplemental 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 Supplemental Plan obligation is included with other post-retirement and post- employment benefit obligations on the Consolidated Balance Sheets. 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. HYDRO ONE LIMITED ANNUAL REPORT 2017 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31 (millions of dollars) Change in projected benefit obligation Projected benefit obligation, beginning of year Current service cost Employee contributions Interest cost Benefits paid Net actuarial loss (gain) 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 Unfunded status Pension Benefits 2016 2017 Post-Retirement and Post-Employment Benefits 2016 2017 7,774 147 49 304 (368) 352 8,258 6,874 662 (368) 87 49 (27) 7,277 981 7,683 144 45 308 (354) (52) 7,774 6,731 370 (354) 108 45 (26) 6,874 900 1,690 49 67 — (44) (197) 1,565 — — (34) 34 — — — 1,565 1,610 42 — 67 (43) 14 1,690 — — (43) 43 — — — 1,690 Hydro One presents its benefit obligations and plan assets net on its Consolidated Balance Sheets as follows: December 31 (millions of dollars) Other assets1 Accrued liabilities Pension benefit liability Post-retirement and post-employment benefit liability2 Net unfunded status 1 Represents the funded status of HOSSM defined benefit pension plan. 2 Includes $7 million (2016 – $7 million) relating to HOSSM post-employment benefit plans. Pension Benefits 2016 Post-Retirement and Post-Employment Benefits 2016 2017 1 — 900 — 899 — 53 — 1,519 1,572 — 56 — 1,641 1,697 2017 1 — 981 — 980 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. 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 dollars) PBO ABO Fair value of plan assets 2017 8,258 7,614 7,277 2016 7,774 7,094 6,874 On an ABO basis, the Pension Plan was funded at 96% at December 31, 2017 (2016 – 97%). On a PBO basis, the Pension Plan was funded at 88% at December 31, 2017 (2016 – 88%). The ABO differs from the PBO in that the ABO includes no assumption about future compensation levels. 78 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of Net Periodic Benefit Costs The following table provides the components of the net periodic benefit costs for the years ended December 31, 2017 and 2016 for the Pension Plan: Year ended December 31 (millions of dollars) Current service cost Interest cost Expected return on plan assets, net of expenses Amortization of actuarial losses Net periodic benefit costs Charged to results of operations1 2017 147 304 (442) 79 88 39 2016 144 308 (432) 96 116 48 1 The Company accounts for pension costs consistent with their inclusion in OEB-approved rates. During the year ended December 31, 2017, pension costs of $87 million (2016 – $108 million) were attributed to labour, of which $39 million (2016 – $48 million) was charged to operations, and $48 million (2016 – $60 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, 2017 and 2016 for the post-retirement and post-employment benefit plans: Year ended December 31 (millions of dollars) Current service cost Interest cost Amortization of actuarial losses Net periodic benefit costs Charged to results of operations 2017 49 67 16 132 59 2016 42 67 15 124 55 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 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, 2017 and 2016: Year ended December 31 Significant assumptions: Weighted average discount rate Rate of compensation scale escalation (long-term) Rate of cost of living increase Rate of increase in health care cost trends1 Pension Benefits 2016 2017 Post-Retirement and Post-Employment Benefits 2016 2017 3.40% 2.50% 2.00% — 3.90% 2.50% 2.00% — 3.40% 2.50% 2.00% 4.04% 3.90% 2.50% 2.00% 4.36% 1 5.26% per annum in 2018, grading down to 4.04% per annum in and after 2031 (2016 – 6.25% in 2017, grading down to 4.36% per annum in and after 2031). HYDRO ONE LIMITED ANNUAL REPORT 2017 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following weighted average assumptions were used to determine the net periodic benefit costs for the years ended December 31, 2017 and 2016. 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 (long-term) 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 (long-term) Rate of cost of living increase Average remaining service life of employees (years) Rate of increase in health care cost trends1 2017 2016 6.50% 3.90% 2.50% 2.00% 15 3.90% 2.50% 2.00% 15.2 4.36% 6.50% 4.00% 2.50% 2.00% 15 4.10% 2.50% 2.00% 15.3 4.36% 1 6.25% per annum in 2017, grading down to 4.36% per annum in and after 2031 (2016 – 6.38% in 2016, grading down to 4.36% 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. 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, 2017 and 2016 is as follows: December 31 (millions of dollars) Projected benefit obligation: Effect of a 1% increase in health care cost trends Effect of a 1% decrease in health care cost trends 2017 2016 250 (189) 289 (221) 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, 2017 and 2016 is as follows: Year ended December 31 (millions of 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 2017 2016 29 (20) 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, 2017 and 2016: December 31, 2017 Life expectancy at 65 for a member currently at Age 65 Age 45 December 31, 2016 Life expectancy at 65 for a member currently at Age 65 Age 45 Male 22 Female 24 Male 23 Female 24 Male 22 Female 24 Male 23 Female 24 80 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimated Future Benefit Payments At December 31, 2017, estimated future benefit payments to the participants of the Plans were: (millions of dollars) 2018 2019 2020 2021 2022 2023 through to 2027 Total estimated future benefit payments through to 2027 Pension Benefits Post-Retirement and Post-Employment Benefits 326 335 342 350 358 1,866 3,597 53 54 56 57 58 312 590 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 dollars) Pension Benefits: Actuarial loss (gain) for the year Amortization of actuarial losses Post-Retirement and Post-Employment Benefits: Actuarial loss (gain) for the year Amortization of actuarial losses Amounts not subject to regulatory treatment 2017 2016 159 (79) 80 (197) (16) 6 (207) 35 (96) (61) 14 (15) 4 (3) 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, 2017 and 2016: Year ended December 31 (millions of dollars) Pension Benefits: Actuarial loss Post-Retirement and Post-Employment Benefits: Actuarial loss 2017 2016 981 36 900 243 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 dollars) Actuarial loss Pension Benefits 2016 Post-Retirement and Post-Employment Benefits 2016 2017 79 2 6 2017 84 HYDRO ONE LIMITED ANNUAL REPORT 2017 81 NOTES TO 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, 2017, 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, 2017, the Pension Plan held $11 million (2016 – $11 million) Hydro One corporate bonds and $415 million (2016 – $450 million) of debt securities of the Province. 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, 2017 and 2016. 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, 2017 and 2016, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in the Pension Plan’s assets. Target Allocation (%) Pension Plan Assets (%) 55 35 10 100 60 31 9 100 The Pension Plan’s Statement of Investment Beliefs and Guidelines provides guidelines and restrictions for eligible investments taking into account credit ratings, maximum investment exposure and other controls in order to limit the impact of this risk. 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 highly rated financial institutions, and also by 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. 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, 2017 and 2016: December 31, 2017 (millions of dollars) Pooled funds Cash and cash equivalents Short-term securities Derivative instruments Corporate shares – Canadian Corporate shares – Foreign Bonds and debentures – Canadian Bonds and debentures – Foreign Total fair value of plan assets1 Level 1 — 153 — — 921 3,307 — — 4,381 Level 2 16 — 109 5 — 125 1,879 194 2,328 Level 3 549 — — — — — — — 549 Total 565 153 109 5 921 3,432 1,879 194 7,258 1 At December 31, 2017, the total fair value of Pension Plan assets and liabilities excludes $28 million of interest and dividends receivable, $10 million of pension administration expenses payable, $1 million of sold investments receivable and $1 million of purchased investments payable. 82 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 (millions of dollars) Pooled funds Cash and cash equivalents Short-term securities Corporate shares – Canadian Corporate shares – Foreign Bonds and debentures – Canadian Bonds and debentures – Foreign Total fair value of plan assets1 Level 1 — 146 — 911 2,985 — — 4,042 Level 2 20 — 127 — 113 1,943 193 2,396 Level 3 425 — — — — — — 425 Total 445 146 127 911 3,098 1,943 193 6,863 1 At December 31, 2016, the total fair value of Pension Plan assets excludes $27 million of interest and dividends receivable, $15 million of purchased investments payable, $9 million of pension administration expenses payable, and $7 million of sold investments receivable. See note 17 – 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, 2017 and 2016. 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 dollars) Fair value, beginning of year Realized and unrealized gains Purchases Sales and disbursements Fair value, end of year 2017 2016 425 (31) 171 (16) 549 301 23 151 (50) 425 There were no significant transfers between any of the fair value levels during the years ended December 31, 2017 and 2016. 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. This sensitivity analysis resulted in negligible changes in the fair value of financial instruments classified in this level. Valuation Techniques Used to Determine Fair Value Pooled funds mainly consist 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. Cash equivalents consist of demand cash deposits held with banks and cash held by the investment managers. Cash equivalents are categorized as Level 1. Short-term securities are valued at cost plus accrued interest, which approximates fair value due to their short-term nature. Short-term securities are categorized as Level 2. Derivative instruments are used to hedge the Pension Plan’s foreign currency exposure back to Canadian dollars. The most significant currencies being hedged against the Canadian dollar are the United States dollar, Euro, and Japanese Yen. The terms to maturity of the forward exchange contracts at December 31, 2017 are within three months. 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 determined using standard interpolation methodology primarily based on the World Markets exchange rates. Derivative instruments are categorized as Level 2. 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 are presented at published closing trade quotations, and are categorized as Level 2. HYDRO ONE LIMITED ANNUAL REPORT 2017 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. Environmental Liabilities The following tables show the movements in environmental liabilities for the years ended December 31, 2017 and 2016: Year ended December 31, 2017 (millions of dollars) Environmental liabilities – beginning Interest accretion Expenditures Revaluation adjustment Environmental liabilities – ending Less: current portion Year ended December 31, 2016 (millions of dollars) Environmental liabilities – beginning Interest accretion Expenditures Revaluation adjustment Environmental liabilities – ending Less: current portion Land Assessment PCB and Remediation 143 6 (16) 1 134 (20) 114 61 2 (8) 7 62 (8) 54 Land Assessment PCB and Remediation 148 7 (11) (1) 143 (18) 125 59 1 (9) 10 61 (9) 52 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: December 31, 2017 (millions of dollars) Undiscounted environmental liabilities Less: discounting environmental liabilities to present value Discounted environmental liabilities Year ended December 31, 2016 (millions of dollars) Undiscounted environmental liabilities Less: discounting environmental liabilities to present value Discounted environmental liabilities At December 31, 2017, the estimated future environmental expenditures were as follows: Land Assessment PCB and Remediation 142 (8) 134 64 (2) 62 Land Assessment PCB and Remediation 158 (15) 143 66 (5) 61 (millions of dollars) 2018 2019 2020 2021 2022 Thereafter 84 HYDRO ONE LIMITED ANNUAL REPORT 2017 Total 204 8 (24) 8 196 (28) 168 Total 207 8 (20) 9 204 (27) 177 Total 206 (10) 196 Total 224 (20) 204 28 27 32 34 31 54 206 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 $142 million (2016 – $158 million). These expenditures are expected to be incurred over the period from 2018 to 2025. As a result of its annual review of environmental liabilities, the Company recorded a revaluation adjustment in 2017 to increase the PCB environmental liability by $1 million (2016 – reduce by $1 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 $64 million (2016 – $66 million). These expenditures are expected to be incurred over the period from 2018 to 2044. As a result of its annual review of environmental liabilities, the Company recorded a revaluation adjustment in 2017 to increase the land assessment and remediation environmental liability by $7 million (2016 – $10 million). 21. 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. 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 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, 2017, Hydro One had recorded asset retirement obligations of $9 million (2016 – $9 million), primarily consisting of the estimated future expenditures associated with the removal and disposal of asbestos-containing materials installed in some of its facilities. The amount of interest recorded is nominal. 22. Share Capital Common Shares The Company is authorized to issue an unlimited number of common shares. At December 31, 2017, the Company had 595,386,711 (2016 – 595,000,000) common shares issued and outstanding. HYDRO ONE LIMITED ANNUAL REPORT 2017 85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. The following tables present the changes to common shares during the years ended December 31, 2017 and 2016: Year ended December 31, 2017 (number of shares) Common shares – beginning Secondary offering1 Common shares issued – share grants2 Common shares issued – LTIP3 Sale of common shares4 Common shares – ending Ownership by Public Province Total 178,196,340 416,803,660 595,000,000 — 120,000,000 (120,000,000) 371,611 — 15,100 — — (14,391,012) 371,611 15,100 14,391,012 312,974,063 282,412,648 595,386,711 100% 52.6% 47.4% 1 2 3 4 On May 17, 2017, Hydro One announced the closing of a secondary offering by the Province, on a bought deal basis, of 120 million common shares of Hydro One on the Toronto Stock Exchange. Hydro One did not receive any of the proceeds from the sale of the common shares by the Province. On April 1, 2017, Hydro One issued from treasury 371,611 common shares in accordance with provisions of the Power Workers’ Union (PWU) Share Grant Plan. In 2017, Hydro One issued from treasury 15,100 common shares in accordance with provisions of the LTIP. On December 29, 2017, the Province sold 14,391,012 common shares of Hydro One to OFN Power Holdings LP, a limited partnership wholly-owned by Ontario First Nations Sovereign Wealth LP, which is in turn owned by 129 First Nations in Ontario. Hydro One did not receive any of the proceeds from the sale of the common shares by the Province. Year ended December 31, 2016 (number of shares) Common shares – beginning Secondary offering1 Common shares – ending Ownership by Public Province Total 94,896,340 500,103,660 595,000,000 — (83,300,000) 83,300,000 178,196,340 416,803,660 595,000,000 100% 29.9% 70.1% 1 On April 14, 2016, Hydro One announced the closing of a secondary offering by the Province, on a bought deal basis, of 72,434,800 common shares of Hydro One on the Toronto Stock Exchange. In addition, the Province granted the underwriters an over-allotment option to purchase up to an additional 10,865,200 common shares of Hydro One which was fully exercised and closed on April 29, 2016. Hydro One did not receive any of the proceeds from the sale of common shares by the Province. Preferred Shares The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At December 31, 2017 and 2016, two series of preferred shares are authorized for issuance: the Series 1 preferred shares and the Series 2 preferred shares. At December 31, 2017 and 2016, 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. 86 HYDRO ONE LIMITED ANNUAL REPORT 2017 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, 2017, no preferred share dividends were in arrears. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. 23. Dividends In 2017, preferred share dividends in the amount of $18 million (2016 – $19 million) and common share dividends in the amount of $518 million (2016 – $577 million) were declared. The 2016 common share dividends include $77 million for the post-Initial Public Offering (IPO) period from November 5 to December 31, 2015, and $500 million for the year ended December 31, 2016. 24. Earnings Per Common Share Basic earnings per common share (EPS) is calculated by dividing net income attributable to common shareholders of Hydro One by the weighted average number of common shares outstanding. Diluted EPS is calculated by dividing net income attributable to common shareholders of Hydro One by the weighted average number of common shares outstanding adjusted for the effects of potentially dilutive stock-based compensation plans, including the share grant plans and the LTIP, which are calculated using the treasury stock method. Year ended December 31 Net income attributable to common shareholders (millions of dollars) Weighted average number of shares Basic Effect of dilutive stock-based compensation plans Diluted EPS Basic Diluted 2017 658 2016 721 595,287,586 595,000,000 1,700,823 2,234,665 597,522,251 596,700,823 $ $ 1.11 $ 1.10 $ 1.21 1.21 The common shares contingently issuable as a result of the Convertible Debentures are not included in diluted EPS until conditions for closing the Avista Corporation acquisition are met. 25. Stock-Based Compensation Share Grant Plans Hydro One has two share grant plans (Share Grant Plans), one for the benefit of certain members of the PWU (PWU Share Grant Plan) and one for the benefit of certain members of The Society (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. 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 began on July 3, 2015, which is the date the share grant plan was 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. HYDRO ONE LIMITED ANNUAL REPORT 2017 87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 began 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 Hydro One 2015 share grants of $111 million was 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. In 2017, 371,611 common shares were granted under the Share Grant Plans (2016 – nil). Total share based compensation recognized during 2017 was $17 million (2016 – $21 million) and was recorded as a regulatory asset. A summary of share grant activity under the Share Grant Plans during years ended December 31, 2017 and 2016 is presented below: Year ended December 31, 2017 Share grants outstanding – beginning Vested and issued1 Forfeited Share grants outstanding – ending Share Grants (number of common shares) Weighted- Average Price 5,334,415 $ (371,611) (137,072) $ 4,825,732 $ 20.50 — 20.50 20.50 1 On April 1, 2017, Hydro One issued from treasury 371,611 common shares to eligible employees in accordance with provisions of the PWU Share Grant Plan. Year ended December 31, 2016 Share grants outstanding – beginning Forfeited Share grants outstanding – ending Share Grants (number of common shares) Weighted- Average Price 5,412,354 $ (77,939) $ 5,334,415 $ 20.50 20.50 20.50 Directors’ DSU Plan Under the 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. 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. During the years ended December 31, 2017 and 2016, the Company granted awards under the Directors’ DSU Plan, as follows: Year ended December 31 (number of DSUs) DSUs outstanding – beginning DSUs granted DSUs outstanding – ending 2017 99,083 88,007 187,090 2016 20,525 78,558 99,083 For the year ended December 31, 2017, an expense of $2 million (2016 – $2 million) was recognized in earnings with respect to the Directors’ DSU Plan. At December 31, 2017, a liability of $4 million (2016 – $2 million), related to outstanding DSUs has been recorded at the closing price of the Company’s common shares of $22.40 and is included in long-term accounts payable and other liabilities on the Consolidated Balance Sheets. Management DSU Plan Under the Management DSU Plan, eligible executive employees can elect to receive a specified proportion of their annual short-term incentive in a notional account of DSUs in lieu of cash. 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. 88 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the years ended December 31, 2017 and 2016, the Company granted awards under the Management DSU Plan, as follows: Year ended December 31 (number of DSUs) DSUs outstanding – beginning Granted Paid DSUs outstanding – ending 2017 2016 — 68,897 (1,068) 67,829 — — — — For the year ended December 31, 2017, an expense of $2 million (2016 – $nil) was recognized in earnings with respect to the Management DSU Plan. At December 31, 2017, a liability of $2 million (2016 – $nil) related to outstanding DSUs has been recorded at the closing price of the Company’s common shares of $22.40 and is included in long-term accounts payable and other liabilities on the Consolidated Balance Sheets. Employee Share Ownership Plan In 2015, Hydro One established Employee Share Ownership Plans (ESOP) for certain eligible management and non-represented employees (Management ESOP) and for certain eligible Society-represented staff (Society ESOP). Under the Management ESOP, the 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 matches 50% of their contributions, up to a maximum Company contribution of $25,000 per calendar year. Under the Society ESOP, the eligible Society-represented staff may contribute between 1% and 4% of their base salary towards purchasing common shares of Hydro One. The Company matches 25% of their contributions, with no maximum Company contribution per calendar year. In 2017, Company contributions made under the ESOP were $2 million (2016 – $2 million). LTIP Effective August 31, 2015, the Board of Directors of Hydro One adopted an LTIP. Under the LTIP, long-term incentives are granted to certain executive and management employees of Hydro One and its subsidiaries, 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 of Hydro One. The LTIP provides flexibility to award a range of vehicles, RSUs, PSUs, 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 verall business performance. During 2017 and 2016, the Company granted awards under its LTIP as follows: Year ended December 31 (number of units) Units outstanding – beginning Units granted Units vested Units forfeited Units outstanding – ending PSUs RSUs 2017 2016 2017 2016 230,600 303,240 (609) (103,251) — 235,420 — (4,820) 254,150 242,860 (14,079) (89,501) 429,980 230,600 393,430 — 258,970 — (4,820) 254,150 The grant date total fair value of the awards granted in 2017 was $13 million (2016 – $12 million). The compensation expense related to these awards recognized by the Company during 2017 was $6 million (2016 – $3 million). 26. Noncontrolling Interest On December 16, 2014, 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. HYDRO ONE LIMITED ANNUAL REPORT 2017 89 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables show the movements in noncontrolling interest during the years ended December 31, 2017 and 2016: Year ended December 31, 2017 (millions of dollars) Noncontrolling interest – beginning Distributions to noncontrolling interest Net income attributable to noncontrolling interest Noncontrolling interest – ending Year ended December 31, 2016 (millions of dollars) Noncontrolling interest – beginning Distributions to noncontrolling interest Net income attributable to noncontrolling interest Noncontrolling interest – ending Temporary Equity Equity Total 22 (2) 2 22 50 (4) 4 50 72 (6) 6 72 Temporary Equity Equity Total 23 (3) 2 22 52 (6) 4 50 75 (9) 6 72 27. Related Party Transactions The Province is a shareholder of Hydro One with approximately 47.4% ownership at December 31, 2017. The IESO, Ontario Power Generation Inc. (OPG), Ontario Electricity Financial Corporation (OEFC), and the OEB, are related parties to Hydro One because they are controlled or significantly influenced by the Province. Hydro One Brampton was a related party until February 28, 2017, when it was acquired from the Province by Alectra Inc., and subsequent to the acquisition by Alectra Inc., is no longer a related party to Hydro One. Year ended December 31 (millions of dollars) Related Party Province IESO OPG OEFC OEB Transaction Dividends paid Power purchased Revenues for transmission services Amounts related to electricity rebates Distribution revenues related to rural rate protection Distribution revenues related to the supply of electricity to remote northern communities Funding received related to CDM programs Power purchased Revenues related to provision of construction and equipment maintenance services Costs expensed related to the purchase of services Power purchased from power contracts administered by the OEFC OEB fees Hydro One Brampton Cost recovery from management, administrative and smart meter network services 2017 301 1,583 1,521 357 247 32 59 9 3 1 2 8 — 2016 451 2,096 1,549 — 125 32 63 6 5 1 1 11 3 Sales to and purchases from related parties are based on the requirements of the OEB’s Affiliate Relationships Code. Outstanding balances at period end are interest-free and settled in cash. 90 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 28. Consolidated Statements of Cash Flows The changes in non-cash balances related to operations consist of the following: Year ended December 31 (millions of 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 2017 2016 195 (95) 1 7 7 (89) 10 (6) (2) 85 113 (60) 33 2 (15) 19 53 9 9 6 78 134 Capital Expenditures The following table reconciles investments in property, plant and equipment and the amounts 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 dollars) Capital investments in property, plant and equipment Capitalized depreciation and net change in accruals included in capital investments in property, plant and equipment Cash outflow for capital expenditures – property, plant and equipment 2017 (1,493) 26 (1,467) 2016 (1,630) 30 (1,600) The following table reconciles investments in intangible assets and the amounts presented in the Consolidated Statements of Cash Flows after accounting for the net change in related accruals: Year ended December 31 (millions of dollars) Capital investments in intangible assets Net change in accruals included in capital investments in intangible assets Cash outflow for capital expenditures – intangible assets 2017 2016 (74) (6) (80) (67) 6 (61) 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 2017, capital contributions from these reassessments totalled $9 million (2016 – $21 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. Supplementary Information Year ended December 31 (millions of dollars) Net interest paid Income taxes paid 2017 475 12 2016 418 32 HYDRO ONE LIMITED ANNUAL REPORT 2017 91 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 29. Contingencies Legal Proceedings Hydro One is involved in various lawsuits and claims in the normal course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Hydro One Inc., Hydro One Networks, Hydro One Remote Communities, and Norfolk Power Distribution Inc. are defendants in a class action suit in which the representative plaintiff is seeking up to $125 million in damages related to allegations of improper billing practices. The plaintiff’s motion for certification was dismissed by the court on November 28, 2017, but the plaintiff has appealed the court’s decision, and it is likely that no decision will be rendered by the appeal court until the second half of 2018. At this time, an estimate of a possible loss related to this claim cannot be made. To date, four putative class action lawsuits have been filed by purported Avista Corporation shareholders in relation to the Merger. First, Fink v. Morris, et al., was filed in Washington state court and the amended complaint names as defendants Avista Corporation’s directors, Hydro One Limited, Olympus Holding Corp., Olympus Corp., and Bank of America Merrill Lynch. The suit alleges that Avista Corporation’s directors breached their fiduciary duties in relation to the Merger, aided and abetted by Hydro One Limited, Olympus Holding Corp., Olympus Corp. and Bank of America Merrill Lynch. The Washington state court issued an order staying the litigation until after the plaintiffs file an amended complaint, which must be no later than 30 days after Avista Corporation or Hydro One Limited publicly announces that the Merger has closed. Second, Jenß v. Avista Corp., et al., Samuel v. Avista Corp., et al., and Sharpenter v. Avista Corp., et al., were each filed in the US District Court for the Eastern District of Washington and named as defendants Avista Corporation and its directors; Sharpenter also named Hydro One Limited, Olympus Holding Corp., and Olympus Corp. The lawsuits alleged that the preliminary proxy statement omitted material facts necessary to make the statements therein not false or misleading. Jenß, Samuel, and Sharpenter were all voluntarily dismissed by the respective plaintiffs with no consideration paid by any of the defendants. The one remaining class action is consistent with expectations for US merger transactions and, while there is no certainty as to outcome, Hydro One believes that the lawsuit is not material to Hydro One. 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 2017, the Company paid approximately $2 million (2016 – $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. 30. Commitments The following table presents a summary of Hydro One’s commitments under leases, outsourcing and other agreements due in the next 5 years and thereafter. December 31, 2017 (millions of dollars) Outsourcing agreements Long-term software/meter agreement Operating lease commitments Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter 139 17 12 95 17 7 2 16 11 2 2 6 2 1 4 7 3 4 Outsourcing Agreements Hydro One has agreements with Inergi LP (Inergi) for the provision of back office and IT outsourcing services, including settlements, source to pay services, pay operations services, information technology and finance and accounting services, expiring on December 31, 2019, and for the provision of customer service operations outsourcing services expiring on February 28, 2018. Hydro One is currently in the process of insourcing the customer service operations services and will not be renewing the existing agreement for these services with Inergi. Agreements have been reached with The Society and the PWU to facilitate the insourcing of these services effective March 1, 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 agreement with Brookfield for these services expires in December 2024. Long-Term Software/Meter Agreement Trilliant Holdings Inc. and Trilliant Networks (Canada) Inc. (collectively Trilliant) provide services to Hydro One for the supply, maintenance and support services for smart meters and related hardware and software, including additional software licences, as well as certain professional services. The agreement with Trilliant for these services expires in December 2025, but Hydro One has the option to renew for an additional term of five years at its sole discretion. 92 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. During the year ended December 31, 2017, the Company made lease payments totalling $12 million (2016 – $11 million). Other Commitments The following table presents a summary of Hydro One’s other commercial commitments by year of expiry in the next 5 years and thereafter: December 31, 2017 (millions of dollars) Credit facilities Letters of credit1 Guarantees2 Year 1 Year 2 Year 3 Year 4 — 177 325 — — — — — — 250 — — Year 5 2,300 — — Thereafter — — — 1 2 Letters of credit consist of a $154 million letter of credit related to retirement compensation arrangements, a $16 million letter of credit provided to the IESO for prudential support, $6 million in letters of credit to satisfy debt service reserve requirements, and $1 million in letters of credit for various operating purposes. Guarantees consist of prudential support provided to the IESO by Hydro One Inc. on behalf of its subsidiaries. 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. The IESO could draw on these guarantees and/or letters of credit if these purchasers 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. 31. Segmented Reporting Hydro One has three reportable segments: • The Transmission Segment, which comprises the transmission of high voltage electricity across the province, interconnecting more than 70 local distribution companies and certain large directly connected industrial customers throughout the Ontario electricity grid; • The Distribution Segment, which comprises the delivery of electricity to end customers and certain other municipal electricity distributors; and • Other Segment, which includes certain corporate activities and the operations of the Company’s telecommunications business. The designation of segments has been based on a combination of regulatory status and the nature of the services provided. Operating segments of the Company are determined based on information used by the chief operating decision maker in deciding how to allocate resources and evaluate the performance of each of the segments. The Company evaluates segment performance based on income before financing charges and income taxes from continuing operations (excluding certain allocated corporate governance costs). Year ended December 31, 2017 (millions of dollars) Revenues Purchased power Operation, maintenance and administration Depreciation and amortization Income (loss) before financing charges and income taxes Capital investments Transmission Distribution Other Consolidated 1,578 — 375 420 783 968 4,366 2,875 593 390 508 588 46 — 98 7 (59) 11 5,990 2,875 1,066 817 1,232 1,567 HYDRO ONE LIMITED ANNUAL REPORT 2017 93 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2016 (millions of 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 dollars) Transmission Distribution Other Total assets Total Goodwill by Segment: December 31 (millions of dollars) Transmission (Note 4) Distribution Total goodwill Transmission Distribution Other Consolidated 1,584 — 382 390 812 988 4,915 3,427 608 379 501 703 53 — 79 9 (35) 6 2017 13,608 9,259 2,834 25,701 2017 157 168 325 6,552 3,427 1,069 778 1,278 1,697 2016 13,071 9,379 2,901 25,351 2016 159 168 327 All revenues, costs and assets, as the case may be, are earned, incurred or held in Canada. 32. Subsequent Events Dividends On February 12, 2018, preferred share dividends in the amount of $4 million and common share dividends in the amount of $131 million ($0.22 per common share) were declared. 94 HYDRO ONE LIMITED ANNUAL REPORT 2017 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BOARD OF DIRECTORS & SENIOR LEADERSHIP TEAM BOARD OF DIRECTORS & SENIOR LEADERSHIP TEAM Board of Directors Senior Leadership Team 4 8 12 1 5 9 13 2 6 10 14 3 7 11 15 1. David Denison, o.c., fcpa, fca 8. James Hinds Chair of the Board 2. Ian Bourne, icd.d, f.icd Former Board Chair, IESO and OPA Board Chair, Ballard Power Systems 9. Kathryn J. Jackson, ph.d 3. Charles Brindamour CEO, Intact Financial Corporation Director, Portland General Electric 10. Roberta Jamieson o.c., c.m., i.p.c, ll.b, ll.d (hon) President and CEO, Indspires 4. Marcello (Marc) Caira 11. Hon. Frances L. Lankin, o.c., p.c., c.m. Vice Chair, Restaurants Brands International 5. Christie Clark, fca, fcpa Director, Loblaw Companies 6. George Cooke Board Chair, OMERS Administration Corp 7. Margaret (Marianne) Harris Board Chair, IIROC Member of Senate of Canada 12. Philip S. Orsino, o.c., fca, fcpa Director, Bank of Montreal 13. Jane Peverett, fcma, icd.d Director, Canadian Imperial Bank of Commerce 14. Gale Rubenstein Partner, Goodmans LLP 15. Mayo Schmidt President and CEO, Hydro One Limited 15 17 19 16 18 20 For detailed biographical information of Hydro One Limited board members and senior leadership, go to www.HydroOne.com/Investors 15. Mayo Schmidt President and CEO 16. Greg Kiraly Chief Operating Officer 17. Judy McKellar EVP, Chief Human Resources Officer 18. Ferio Pugliese EVP, Customer Care & Corporate Affairs 19. James (Jamie) Scarlett EVP, Chief Legal Officer 20. Chris Lopez Senior Vice President, Finance HYDRO ONE LIMITED ANNUAL REPORT 2017 95 CORPORATE AND SHAREHOLDER INFORMATION Equity Index Inclusions Dow Jones Select Utilities (Canada) Index FTSE All-World Index Series MSCI World (Canada) Index S&P/TSX Composite Index S&P/TSX Utilities Index S&P/TSX Composite Dividend Index S&P/TSX Composite Low Volatility Index S&P/TSX Composite High Dividend Index Debt Securities For details of the public debt securities of Hydro One and its subsidiaries, please refer to the “Debt Information” section under www.HydroOne.com/Investors Online Information Hydro One is committed to open and full financial disclosure and best practices in corporate governance. We invite you to visit the Investor Relations section of www.HydroOne.com/investor-relations where you will find additional information about our business, including events and presentations, news releases, regulatory filings, governance practices, corporate social responsibility and our continuous disclosure materials, including quarterly financial releases, annual information forms and management information circulars. You may also subscribe to our news by email to automatically receive Hydro One news releases electronically. Common Share Dividend Information 2018 Expected Dividend Dates* Record Date March 13, 2018 June 12, 2018 September 11, 2018 December 11, 2018 *Subject to Board approval Payment Date March 29, 2018 June 29, 2018 September 28, 2018 December 31, 2018 Unless indicated otherwise, all common share dividends paid by Hydro One are designated as “eligible” dividends for the purposes of the Income Tax Act (Canada) and any similar provincial legislation. Regulatory Stakeholders Hydro One is committed to understanding the interests of maintaining and enhancing long-term relationships with its regulatory stakeholders. Provincial Government, Ministry of Energy Policy, legislation, regulations Ontario Energy Board (OEB) Independent electric utility price and service quality regulation Independent Electricity System Operator Wholesale power market rules, intermediary, North American reliability standards National Energy Board Federal regulator, international power lines and substations Dividend Reinvestment Plan (DRIP) Hydro One offers a convenient dividend reinvestment program for eligible shareholders to purchase additional Hydro One shares by reinvesting their cash dividends without incurring brokerage or administration fees. For plan information and enrolment materials or to learn more about the Hydro One DRIP, visit www.HydroOne.com/DRIP or Computershare Trust Company of Canada at www.InvestorCentre.com/HydroOne North American Electric Reliability Corporation Continent-wide bulk power reliability standards, certification, monitoring For more information, visit: www.HydroOne.com/regulatory Corporate Offices 483 Bay Street, South Tower Toronto, ON M5G 2P5 1.416.345.5000 www.HydroOne.com Customer Inquiries Customer Service: 1.888.664.9376 or CustomerCommunications@HydroOne.com Report an Emergency (24 hours): 1.800.434.1235 Shareholder Services If you are a registered shareholder and have inquiries regarding your account, wish to change your name or address, or have questions about dividends, duplicate mailings, lost stock certificates, share transfers or estate settlements, contact our transfer agent and registrar: Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto, ON M5J 2Y1 1.514.982.7555 or 1.800.564.6253 service@computershare.com Institutional Investors and Analysts Institutional investors, securities analysts and others requiring additional financial information can visit www.HydroOne.com/Investors or contact us at: 1.416.345.6867 Investor.Relations@HydroOne.com or Omar.Javed@HydroOne.com Media Inquiries 1.416.345.6868 or 1.877.506.7584 Media.Relations@HydroOne.com Sustainability Hydro One is committed to continuing to grow responsibly and we focus our social and environmental sustainability efforts where we can make the most meaningful impactson both. To learn more, visit www.HydroOne.com/OurCommitment Stock Exchange Listing Toronto Stock Exchange (TSX): H (CUSIP #448811208) Independent Auditors KPMG LLP 96 HYDRO ONE LIMITED ANNUAL REPORT 2017 OntarioOffice nationalde l’énergieNational EnergyBoarda d a n a C n i t d e n i r P i . m o c b a r c w w w . s n o i t i a c n u m m o C & n g i s e D b a r C i : n g i s e D This document is primarily published in electronic format to minimize its environmental impact. Please think before printing. The ﬁ bre used in the manufacture of the stock of the printed version comes from well-managed forests, controlled sources and recycled wood or ﬁ bre. WHY INVEST WITH HYDRO ONE LIMITED? Investing in Hydro One offers a unique opportunity to participate in the transformation of a premium large-scale utility. We offer a strong investment grade balance sheet, predictable multi-year growth with strong cash ﬂ ows and an attractive dividend. Our highly accomplished management team is taking the opportunity to transform the organization into a commercially oriented, performance-driven culture focused on improving productivity and customer service. www.HydroOne.com Follow Hydro One TWITTER @HydroOne FACEBOOK @HydroOneOfﬁ cial INSTAGRAM @HydroOneOfﬁ cial LINKEDIN /company/hydro-one

Continue reading text version or see original annual report in PDF format above