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Hydro One Limited Interim / Quarterly Report 2021

Nov 9, 2021

47325_rns_2021-11-09_24470515-703f-4971-92ef-f31a0b910d7b.pdf

Interim / Quarterly Report

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HYDRO ONE LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) For the three and nine months ended September 30, 2021 and 2020

Three months ended Nine months ended
September 30 September 30
(millions of Canadian dollars, except per share amounts) 2021 2020 2021 2020
Revenues
Distribution (includes related party revenues of $71 and $214 (2020 - $70 and $212)
for the three and nine months ended September 30, respectively)(Note 24)
1,395
1,410
4,012
4,050
Transmission (includes related party revenues of $502 and $1,387 (2020 - $478
and $1,325) for the three and nine months ended September 30, respectively)(Note 24)
507
483
1,403
1,342
Other 11
10
31
31
1,913
1,903
5,446
5,423
Costs
Purchased power (includes related party costs of $531 and $1,567 (2020 - $561
and $1,705) for the three and nine months ended September 30, respectively)(Note 24)
933
993
2,665
2,808
Operation, maintenance and administration_(Note 24)_ 262
262
833
797
Depreciation,amortization and asset removal costs (Note 5) 227
220
675
645
1,422
1,475
4,173
4,250
Income before financing charges and income tax expense 491
428
1,273
1,173
Financingcharges_(Note 6)_ 118
114
338
352
Income before income tax expense 373
314
935
821
Income tax expense (recovery) (Note 7) 71
22
123
(812)
Net income 302
292
812
1,633
Other comprehensive income(loss) (Note 8) 2
4
8
(30)
Comprehensive income 304
296
820
1,603
Net income attributable to:
Noncontrolling interest 2
2
6
6
Preferred shareholders
9

18
Common shareholders 300
281
806
1,609
302
292
812
1,633
Comprehensive income attributable to:
Noncontrolling interest 2
2
6
6
Preferred shareholders
9

18
Common shareholders 302
285
814
1,579
304
296
820
1,603
Earnings per common share (Note 22)
Basic $0.50 $0.47 $1.35 $2.69
Diluted $0.50 $0.47 $1.34 $2.68
Dividendsper common share declared (Note 21) $0.27 $0.25 $0.79 $0.75

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

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1

HYDRO ONE LIMITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (unaudited) At September 30, 2021 and December 31, 2020

September 30, December 31,
As at(millions of Canadian dollars) 2021 2020
Assets
Current assets:
Cash and cash equivalents 452
757
Accounts receivable_(Note 9)_ 738
722
Due from related parties_(Note 24)_ 265
326
Other current assets_(Note 10)_ 316
184
1,771
1,989
Property, plant and equipment_(Note 11)_ 23,565
22,631
Other long-term assets:
Regulatory assets_(Note 12)_ 4,648
4,571
Deferred income tax assets 124
124
Intangible assets (net of accumulated amortization - $642; 2020 - $586) 555
514
Goodwill 373
373
Other assets_(Note 13)_ 99
92
5,799
5,674
Total assets 31,135
30,294
Liabilities
Current liabilities:
Short-term notes payable_(Note 16)_ 960
800
Long-term debt payable within one year(includes $nil measured at fair value; 2020 - $303) (Notes 16, 17) 603
806
Accounts payable and other current liabilities_(Note 14)_ 1,069
1,044
Due to relatedparties_(Note 24)_ 105
329
2,737
2,979
Long-term liabilities:
Long-term debt_(Notes 16, 17)_ 13,019
12,726
Regulatory liabilities_(Note 12)_ 280
231
Deferred income tax liabilities 317
56
Other long-term liabilities_(Note 15)_ 3,815
3,674
17,431
16,687
Total liabilities 20,168
19,666
Contingencies and Commitments (Notes 26, 27)
Subsequent Events (Note 29)
Noncontrolling interest subject to redemption 20
22
Equity
Common shares_(Note 20)_ 5,688
5,678
Additional paid-in capital_(Note 23)_ 38
47
Retained earnings 5,174
4,838
Accumulated other comprehensive loss (21) (29)
Hydro One shareholders’ equity 10,879
10,534
Noncontrollinginterest 68
72
Total equity 10,947
10,606
31,135
30,294

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

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HYDRO ONE LIMITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) For the nine months ended September 30, 2021 and 2020

Accumulated
Nine months ended September 30, 2021
(millions of Canadian dollars)
Common
Shares
Preferred
Shares
Additional
Paid-in
Capital
Retained
Earnings
Other
Comprehensive
Loss
Hydro One
Shareholders’
Equity
Non-
controlling
Interest
Total
Equity
January 1, 2021 5,678 47 4,838
(29)

10,534
72 10,606
Net income 806

806
5 811
Other comprehensive income_(Note 8)_
8

8
8
Distributions to noncontrolling interest

(9) (9)
Dividends on common shares (470)

(470)
(470)
Common shares issued 10 (10)

Stock-based compensation 1

1
1
September 30, 2021 5,688 38 5,174
(21)
10,879 68 10,947
Accumulated
Nine months ended September 30, 2020
(millions of Canadian dollars)
Common
Shares
Preferred
Shares
Additional
Paid-in
Capital
Retained
Earnings
Other
Comprehensive
Loss
Hydro One
Shareholders’
Equity
Non-
controlling
Interest
Total
Equity
January 1, 2020 5,661 418 49 3,667
(5)

9,790
59 9,849
Net income 1,627

1,627
5 1,632
Other comprehensive loss_(Note 8)_
(30)

(30)
(30)
Distributions to noncontrolling interest

(2) (2)
Contributions from sale of
noncontrolling interest_(Note 4)_

9 9
Dividends on preferred shares (13)

(13)
(13)
Dividends on common shares (447)

(447)
(447)
Common shares issued 15 (10)

5
5
Stock-based compensation 6

6
6
Preferred shares to be redeemed (418) (5)
(423)
(423)
September 30, 2020 5,676 45 4,829
(35)
10,515 71 10,586

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

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HYDRO ONE LIMITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the three and nine months ended September 30, 2021 and 2020

Three months ended Nine months ended
September 30 September 30
(millions of Canadian dollars) 2021 2020 2021 2020
Operating activities
Net income 302
292
812
1,633
Environmental expenditures (7)
(4)
(24)
(15)
Adjustments for non-cash items:
Depreciation and amortization_(Note 5)_ 203
194
597
573
Regulatory assets and liabilities (18)
37
34
35
Deferred income tax expense (recovery) 63
11
95
(842)
Other 4
4
45
40
Changes in non-cash balances related to operations_(Note 25)_ 3
146
(80) 179
Net cash from operating activities 550
680
1,479
1,603
Financing activities
Long-term debt issued 900
900
1,100
Long-term debt repaid
(802)
(652)
Short-term notes issued 960
985
3,105
3,130
Short-term notes repaid (1,330)
(860)
(2,945)
(3,288)
Short-term debt repaid
(20)

(20)
Dividends paid (159)
(155)
(470)
(460)
Distributions paid to noncontrolling interest (2)
(1)
(6)
(2)
Contributions received from sale of noncontrolling interest_(Note 4)_

9
Common shares issued

5
Costs to obtain financing (5) (7) (5)
Net cash from(used in) financing activities 364
(51)
(225) (183)
Investing activities
Capital expenditures_(Note 25)_
Property, plant and equipment (472)
(457)
(1,467)
(1,183)
Intangible assets (26)
(37)
(97)
(88)
Capital contributions received
9
Acquisitions_(Note 4)_
(126)

(126)
Other (10) (4) (4) (11)
Net cash used in investing activities (508) (624) (1,559) (1,408)
Net change in cash and cash equivalents 406
5
(305)
12
Cash and cash equivalents,beginningofperiod 46
37
757
30
Cash and cash equivalents, end ofperiod 452
42
452
42

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

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4

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For the three and nine months ended September 30, 2021 and 2020

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). At September 30, 2021, the Province held approximately 47.2% (December 31, 2020 - 47.3%) of the common shares of Hydro One. The principal businesses of Hydro One are the transmission and distribution of electricity to customers within Ontario.

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

Rate Setting

The Company's transmission business consists of the transmission system operated by Hydro One Inc.’s subsidiaries, Hydro One Networks Inc. (Hydro One Networks) and Hydro One Sault Ste. Marie LP (HOSSM), as well as an approximately 66% interest in B2M Limited Partnership (B2M LP), a limited partnership between Hydro One and the Saugeen Ojibway Nation (SON), and an approximately 55% interest in Niagara Reinforcement Limited Partnership (NRLP), a limited partnership between Hydro One and Six Nations of the Grand River Development Corporation and the Mississaugas of the Credit First Nation (collectively, the First Nations Partners).

Hydro One’s distribution business consists of the distribution system operated by Hydro One Inc.'s subsidiaries, Hydro One Networks, inclusive of the distribution system of Orillia Power Distribution Corporation and the business and distribution assets of Peterborough Distribution Inc., and Hydro One Remote Communities Inc. (Hydro One Remote Communities).

Deferred Tax Asset (DTA)

On March 7, 2019, the Ontario Energy Board (OEB) issued its reconsideration decision (DTA Decision) with respect to Hydro One's rate-setting treatment of the benefits of the DTA resulting from the transition from the payments in lieu of tax regime to tax payments under the federal and provincial tax regimes. On July 16, 2020, the Ontario Divisional Court rendered its decision (ODC Decision) on the Company's appeal of the OEB's DTA Decision. On April 8, 2021, the OEB rendered its decision and order regarding the recovery of the DTA amounts allocated to ratepayers for the 2017 to 2022 period (DTA Implementation Decision). See Note 12 - Regulatory Assets and Liabilities for additional details.

Hydro One Remote Communities

On November 3, 2020, Hydro One Remote Communities filed an application with the OEB seeking approval for a 2% increase to 2020 base rates, effective May 1, 2021, which was subsequently updated to 2.2% in accordance with the OEB’s 2021 inflation parameters for electricity distributors issued on November 9, 2020. On March 25, 2021, the OEB approved Hydro One Remote Communities’ application for rates and other charges to be effective May 1, 2021.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

These unaudited condensed interim consolidated financial statements (Consolidated Financial Statements) include the accounts of the Company and its subsidiaries. Inter-company transactions and balances have been eliminated.

Basis of Accounting

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

The accounting policies applied are consistent with those outlined in Hydro One's annual audited consolidated financial statements for the year ended December 31, 2020, with the exception of the adoption of new accounting standards as described in Note 3. These Consolidated Financial Statements reflect adjustments, that are, in the opinion of management, necessary to reflect fairly the financial position and results of operations for the respective periods. These Consolidated Financial Statements do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2020.

Management Estimates

The impact of the COVID-19 pandemic (COVID-19 or the pandemic) as at and for the nine months ended September 30, 2021 has been reflected in the Consolidated Financial Statements. The Company has analyzed the impact of the pandemic on its estimates and assumptions that affect its financial results as at and for the nine months ended September 30, 2021 and has determined that there was no material impact. As the duration of the pandemic remains uncertain, the Company continues to assess its impact to the Company’s financial results and operations.

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5

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

3. NEW ACCOUNTING PRONOUNCEMENTS

The following tables present Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board that are applicable to Hydro One:

Recently Adopted Accounting Guidance

Guidance Date issued Description Effective date Impact on Hydro One
ASU August 2018 Disclosure requirements related to single-employer defined January 1, 2021 No impact upon adoption
2018-14 benefit pension or other post-retirement benefit plans are added,
removed or clarified to improve the effectiveness of disclosures in
financial statement notes.
ASU December The amendments simplify the accounting for income taxes by January 1, 2021 No impact upon adoption
2019-12 2019 removing certain exceptions to the general principles and
improving consistent application of Topic 740 by clarifying and
amending existing guidance.
ASU January 2020 The amendments clarify the interaction of the accounting for January 1, 2021 No impact upon adoption
2020-01 equity securities under Topic 321, investments under the equity
method of accounting in Topic 323 and the accounting for certain
forward contracts and purchased options accounted for under
Topic 815.
ASU October 2020 The amendments are intended to improve the Codification by January 1, 2021 No impact upon adoption
2020-10 ensuring the guidance required for an entity to disclose information
in the notes of financial statements are codified in the disclosure
sections to reduce the likelihood of disclosure requirements being
missed.

Recently Issued Accounting Guidance Not Yet Adopted

Guidance Date issued Description Effective date Anticipated Impact on Hydro One
ASU July 2021 The amendments are intended to align lease classification January 1, 2022 Under assessment
2021-05 requirements for lessors under Topic 842 with Topic 840's
practice.
ASU October 2021 The amendments address how to determine whether a contract January 1, 2023 Under assessment
2021-08 liability is recognized by the acquirer in a business combination.

4. BUSINESS COMBINATIONS

NRLP

On January 31, 2020, the Mississaugas of the Credit First Nation purchased an additional 19.9% equity interest in NRLP partnership units from Hydro One Networks for total cash consideration of $9 million. Following this transaction, Hydro One's interest in the equity portion of NRLP partnership units was reduced to 55%, with the Six Nations of the Grand River Development Corporation and the Mississaugas of the Credit First Nation owning 25% and 20%, respectively, of the equity interest in NRLP partnership units. NRLP is fully consolidated in these Consolidated Financial Statements as it is controlled by Hydro One. The First Nations Partners' noncontrolling interest in NRLP is classified within equity.

Acquisition of Peterborough Distribution Assets

On August 1, 2020, Hydro One completed the acquisition of the business and distribution assets of Peterborough Distribution, an electricity distribution company located in east central Ontario, from the City of Peterborough, for a purchase price of $104 million, including the assumption of agreed upon liabilities and closing adjustments. The purchase price is comprised of a cash payment of $105 million, including a deposit of $4 million paid in 2018 and $101 million paid on closing of the transaction, partially offset by a purchase price adjustment of $1 million.

Acquisition of Orillia Power

On September 1, 2020, Hydro One completed the acquisition of Orillia Power, an electricity distribution company located in Simcoe County, Ontario, from the City of Orillia for a purchase price of $28 million, including closing adjustments. The purchase price is comprised of a cash payment of $26 million, including a deposit of $1 million paid in 2016, $25 million paid on closing of the transaction, as well as a purchase price adjustment of $2 million.

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6

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

5. DEPRECIATION, AMORTIZATION AND ASSET REMOVAL COSTS

Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Depreciation of property, plant and equipment 177
174
517
510
Amortization of intangible assets 19
16
56
48
Amortization of regulatoryassets 7
4
24
15
Depreciation and amortization 203
194
597
573
Asset removal costs 24
26
78
72
227
220
675
645

6. FINANCING CHARGES

6.
FINANCING CHARGES
Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Interest on long-term debt 125
122
375
369
Realized loss on cash flow hedges(interest-rate swap agreements) (Notes 8, 17) 3
3
9
4
Interest on short-term notes
2
1
8
Other 5
1
11
10
Less: Interest capitalized on construction and development in progress (15)
(14)
(44)
(36)
DTA carrying charges_(Note 12)_ 1
(12)
Interest earned on cash and cash equivalents (1) (2) (3)
118
114
338
352

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7

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

7. INCOME TAXES

As a rate regulated utility company, the Company recovers income taxes from its ratepayers based on estimated current income tax expense in respect of its regulated business. The amounts of deferred income taxes related to regulated operations which are considered to be more likely-than-not to be recoverable from, or refundable to, ratepayers in future periods are recognized as deferred income tax regulatory assets or liabilities, with an offset to deferred income tax recovery or expense, respectively. The Company’s consolidated tax expense or recovery for the period includes all current and deferred income tax expenses for the period net of the regulated accounting offset to deferred income tax expense arising from temporary differences to be recovered from, or refunded to, customers in future rates. Thus, the Company’s income tax expense or recovery differs from the amount that would have been recorded using the combined Canadian federal and Ontario statutory income tax rate.

The reconciliation between the statutory and the effective tax rates is provided as follows:

Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Income before income tax expense 373
314
935
821
Income tax expense at statutory rate of 26.5% (2020 - 26.5%) 99
84
248
218
Increase (decrease) resulting from:
Net temporary differences recoverable in future rates charged to customers:
Capital cost allowance in excess of depreciation and amortization (26)
(34)
(72)
(86)
Impact of tax deductions from deferred tax asset sharing1 (12)
(13)
(32)
(35)
Impact of tax recovery from deferred tax asset sharing2 24
24
Overheads capitalized for accounting but deducted for tax purposes (7)
(6)
(19)
(16)
Interest capitalized for accounting but deducted for tax purposes (4)
(4)
(13)
(11)
Pension and post-retirement benefit contributions in excess of pension expense (4)
(5)
(10)
(8)
Environmental expenditures (2)
(2)
(6)
(6)
Other 1
1
(1) (3)
Net temporary differences attributable to regulated business (30)
(63)
(129)
(165)
Net permanent differences 2
1
4
2
Recognition of deferred income tax regulatoryasset

(867)
Total income tax expense(recovery) 71
22
123
(812)
Effective income tax rate 19.0% 7.0% 13.2% (98.9%)

1 Prior to the ODC Decision, the impact represents tax deductions from deferred asset tax sharing given to ratepayers as previously mandated by the OEB. Subsequent to the ODC Decision, and pursuant to the DTA Implementation Decision, the impact represents the additional amounts shared in respect of the fiscal period that is recoverable from ratepayers. See Note 12 - Regulatory Assets and Liabilities.

2 Pursuant to the DTA Implementation Decision, the impact represents the amounts recovered from ratepayers in respect of tax deductions previously shared with ratepayers. See Note 12 – Regulatory Assets and Liabilities.

8. OTHER COMPREHENSIVE INCOME (LOSS)

8.
OTHER COMPREHENSIVE INCOME (LOSS)
Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Gain (loss) on cash flow hedges(interest-rate swap agreements) _(Notes 6, 17)_1 2
2
8
(21)
Gain (loss) on transfer of other post-employment benefits (OPEB)(Note 18)
2

(7)
Loss on cash flow hedges(bond forward agreements) (Note 17)

(2)
2
4
8
(30)

1 Includes $2 million after-tax realized loss (2020 - $2 million), $3 million before-tax (2020 - $3 million), and $6 million after-tax realized loss (2020 - $3 million), $9 million before-tax (2020 - $4 million), on cash flow hedges reclassified to financing charges for the three and nine months ended September 30, 2021, respectively.

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8

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

9. ACCOUNTS RECEIVABLE

9.
ACCOUNTS RECEIVABLE
September 30, December 31,
As at(millions of dollars) 2021 2020
Accounts receivable - billed 411
347
Accounts receivable - unbilled 385
421
Accounts receivable, gross 796
768
Allowance for doubtful accounts (58) (46)
Accounts receivable,net 738
722

The following table shows the movements in the allowance for doubtful accounts for the nine months ended September 30, 2021 and the year ended December 31, 2020:

and the year ended December 31, 2020:
Nine months ended Year ended
September 30, December 31,
(millions of dollars) 2021 2020
Allowance for doubtful accounts – beginning (46)
(22)
Write-offs 9
11
Additions to allowance for doubtful accounts1 (21) (35)
Allowance for doubtful accounts – ending (58) (46)

1 Additions to allowance for doubtful accounts for the year ended December 31, 2020 included an incremental $14 million related to the COVID-19 pandemic. There were no additional COVID-19 related amounts included in the allowance for doubtful accounts for the nine months ended September 30, 2021.

10. OTHER CURRENT ASSETS

10. OTHER CURRENT ASSETS
As at (millions of dollars) September 30,
2021
December 31,
2020
Regulatory assets_(Note 12)_ 233
105
Prepaid expenses and other assets 61
53
Materials and supplies 22
23
Derivative assets_(Note 17)_
3
316
184

11. PROPERTY, PLANT AND EQUIPMENT

11. PROPERTY, PLANT AND EQUIPMENT
September 30, December 31,
As at (millions of dollars) 2021 2020
Property, plant and equipment 34,232
33,377
Less: accumulated depreciation (12,522) (12,056)
21,710
21,321
Construction in progress 1,676
1,135
Future use land,components and spares 179 175
23,565
22,631

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9

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

12. REGULATORY ASSETS AND LIABILITIES

Regulatory assets and liabilities arise as a result of the rate-setting process. Hydro One has recorded the following regulatory assets and liabilities:

As at (millions of dollars) September 30,
2021
December 31,
2020
Regulatory assets:
Deferred income tax regulatory asset 2,489
2,343
Pension benefit regulatory asset 1,749
1,660
Deferred tax asset sharing 227
204
Post-retirement and post-employment benefits - non-service cost 124
113
Environmental 110
133
Post-retirement and post-employment benefits 60
59
Stock-based compensation 37
41
Foregone revenue deferral 34
63
Conservation and Demand Management (CDM) variance 10
16
Debt premium 8
12
Other 33
32
Total regulatory assets 4,881
4,676
Less: currentportion (233) (105)
4,648
4,571
Regulatory liabilities:
Retail settlement variance account 84
92
Tax rule changes variance 82
70
Asset removal costs cumulative variance 32
19
Pension cost differential 30
31
Earnings sharing mechanism deferral 20
37
External revenue variance 20
7
Green energy expenditure variance 15
22
Distribution rate riders 7
1
Deferred income tax regulatory liability 4
4
Other 15
14
Total regulatory liabilities 309
297
Less: currentportion (29) (66)
280
231

Deferred Tax Asset Sharing

On October 2, 2020, the OEB issued a procedural order to implement the direction of the Ontario Divisional Court which required Hydro One to submit its proposal for the recovery of the DTA amounts allocated to ratepayers for the 2017 to 2022 period. On April 8, 2021, the OEB rendered the DTA Implementation Decision, in which the OEB approved recovery of the DTA amounts allocated to ratepayers for the 2017 to 2021 period, plus DTA carrying charges over a two-year period, commencing on July 1, 2021. In addition, Hydro One was approved to adjust the transmission revenue requirement and the base distribution rates beginning January 1, 2022 to eliminate any further amounts of future tax savings flowing to customers. As at September 30, 2021, Hydro One has a regulatory asset of $227 million for the cumulative DTA amounts shared with ratepayers since 2017 to date, net of the amount recovered from ratepayers pursuant to the DTA Implementation Decision. The regulatory asset of $227 million consists of $80 million and $147 million for Hydro One Networks’ distribution and transmission segments, respectively. As a result of the OEB’s procedural order, the $227 million regulatory asset relating to the cumulative DTA amounts allocated to ratepayers since 2017 has been separately presented from the deferred income tax regulatory asset. The balance of this regulatory account will continue to decrease as amounts are recovered, net of incremental amounts shared with ratepayers through December 31, 2021.

Distribution Rate Riders

In December 2020, the OEB rendered its decision on Hydro One Networks distribution 2021 annual update rate application. The retail settlement variance account balance as at December 31, 2019, including accrued interest, was approved for disposition over a one year period ending December 31, 2021. As a result, this balance was transferred to the 2021 Rate Rider in January 2021. Additionally, the residual balance from the 2015-2017 Rate Rider, including accrued interest, was approved for disposition over the same period.

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10

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

COVID-19 Emergency Deferral

On June 17, 2021, the OEB issued its Report: Regulatory Treatment of Impact Arising from the COVID-19 Emergency which outlines the OEB’s final guidance on the rules and operation of the deferral account established for utilities to track the impacts arising from the COVID-19 pandemic. The OEB has determined that eligibility for recovery of most balances recorded in the account will be subject to a means test based on a utility’s achieved regulatory return on equity (ROE). Based on management's assessment of the OEB’s final guidance, no amounts related to the COVID-19 pandemic have been recognized as regulatory assets.

13. OTHER LONG-TERM ASSETS

13. OTHER LONG-TERM ASSETS
As at(millions of dollars) September 30,
2021
December 31,
2020
Right-of-Use (ROU) assets_(Note 19)_ 69
77
Investments_(Note 17)_ 21
7
Other long-term assets 9
8
99
92

14. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at(millions of dollars) September 30,
2021
December 31,
2020
Accrued liabilities 648
566
Accounts payable 198
238
Accrued interest 138
118
Environmental liabilities 32
33
Regulatory liabilities (Note 12) 29
66
Lease obligations_(Note 19)_ 13
12
Derivative liabilities_(Note 17)_ 11
11
1,069
1,044

15. OTHER LONG-TERM LIABILITIES

15. OTHER LONG-TERM LIABILITIES
As at(millions of dollars) September 30,
2021
December 31,
2020
Post-retirement and post-employment benefit liability_(Note 18)_ 1,889
1,797
Pension benefit liability_(Note 18)_ 1,749
1,660
Environmental liabilities 78
100
Lease obligations_(Note 19)_ 61
70
Asset retirement obligations 13
13
Derivative liabilities_(Note 17)_ 3
14
Long-term accounts payable 3
3
Other long-term liabilities 19
17
3,815
3,674

16. DEBT AND CREDIT AGREEMENTS

Short-Term Notes and Credit Facilities

Hydro One meets its short-term liquidity requirements in part through the issuance of commercial paper under Hydro One Inc.’s Commercial Paper Program which has a maximum authorized amount of $2,300 million. These short-term notes are denominated in Canadian dollars with varying maturities up to 365 days. The Commercial Paper Program is supported by Hydro One Inc.’s revolving standby credit facilities totalling $2,300 million.

At September 30, 2021, Hydro One’s consolidated committed and unsecured credit facilities (Operating Credit Facilities) totalling $2,550 million included Hydro One's credit facilities of $250 million and Hydro One Inc.'s credit facilities of $2,300 million. On June 1, 2021, the maturity date for the Operating Credit Facilities was extended from 2024 to 2026. At September 30, 2021, no amounts have been drawn on the Operating Credit Facilities.

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11

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

The Company may use the Operating Credit Facilities for working capital and general corporate purposes. If used, interest on the Operating Credit Facilities would apply based on Canadian benchmark rates. The obligation of each lender to make any credit extension under its credit facility is subject to various conditions including that no event of default has occurred or would result from such credit extension.

Subsidiary Debt Guarantee

Hydro One Holdings Limited (HOHL) is an indirect wholly-owned subsidiary of Hydro One that may offer and sell debt securities. Any debt securities issued by HOHL are fully and unconditionally guaranteed by the Company. At September 30, 2021 and December 31, 2020, no debt securities have been issued by HOHL.

Long-Term Debt

The following table presents long-term debt outstanding at September 30, 2021 and December 31, 2020:

As at(millions of dollars) September 30,
2021
December 31,
2020
Hydro One Inc. long-term debt (a) 13,095
12,995
Hydro One long-term debt (b) 425
425
HOSSM long-term debt(c) 145
151
13,665
13,571
Add: Net unamortized debt premiums 9
10
Add: Unrealized mark-to-market loss1
3
Less: Unamortized deferred debt issuance costs (52) (52)
Total long-term debt 13,622
13,532
Less: Long-term debtpayable within oneyear (603) (806)
13,019
12,726

1 At September 30, 2021, there was no unrealized mark-to-market loss. At December 31, 2020, the unrealized mark-to-market net loss of $3 million related to $300 million Series 39 notes repaid in June 2021. At December 31, 2020, the unrealized mark-to-market net loss was offset by a $3 million unrealized mark-to-market net gain on the related fixed-to-floating interest-rate swap agreements, which were accounted for as fair value hedges.

(a) Hydro One Inc. long-term debt

At September 30, 2021, long-term debt of $13,095 million (December 31, 2020 - $12,995 million) was outstanding, the majority of which was issued under Hydro One Inc.’s Medium Term Note (MTN) Program. In April 2020, Hydro One Inc. filed a short form base shelf prospectus for its MTN Program, which has a maximum authorized principal amount of notes issuable of $4,000 million, expiring in May 2022. At September 30, 2021, $1,900 million remained available for issuance under the MTN Program prospectus. During the three and nine months ended September 30, 2021, Hydro One Inc. issued long-term debt totalling $900 million (2020 - $nil and $1,100 million, respectively) under its MTN Program as follows:

  • $450 million Series 50 notes with a maturity date of September 17, 2031 and a coupon rate of 2.23%; and

  • $450 million Series 51 notes with a maturity date of September 15, 2051 and a coupon rate of 3.10%.

During the three and nine months ended September 30, 2021, long-term debt of $nil and $800 million (2020 - $nil and $650 million, respectively) was repaid, respectively, under the MTN Program.

(b) Hydro One long-term debt

At September 30, 2021, long-term debt of $425 million (December 31, 2020 - $425 million) was outstanding under Hydro One's short form base shelf prospectus (Universal Base Shelf Prospectus). In August 2020, Hydro One filed the Universal Base Shelf Prospectus with securities regulatory authorities in Canada. The Universal Base Shelf Prospectus allows Hydro One to offer, from time to time in one or more public offerings, up to $2,000 million of debt, equity or other securities, or any combination thereof, and expires in September 2022. At September 30, 2021, $1,575 million remained available for issuance under the Universal Base Shelf Prospectus. During the three and nine months ended September 30, 2021 and 2020, no long-term debt was issued or repaid.

(c) HOSSM long-term debt

At September 30, 2021, HOSSM long-term debt of $145 million (December 31, 2020 - $151 million) with a principal amount of $136 million (December 31, 2020 - $138 million) was outstanding. During the three and nine months ended September 30, 2021, no long-term debt was issued (2020 - $nil) and in the nine month period $2 million of long-term debt was repaid (2020 - $2 million), all in the second quarter.

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12

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Principal and Interest Payments

At September 30, 2021, future principal repayments, interest payments, and related weighted-average interest rates were as follows:

follows:
Long-Term Debt Interest Weighted-Average
Principal Repayments Payments Interest Rate
(millions of dollars) (millions of dollars) (%)
Year 1 603 507 3.2
Year 2 733 494 1.7
Year 3 700 485 2.5
Year 4 750 463 2.3
Year 5 500 443 2.8
3,286 2,392 2.5
Years 6-10 2,625 2,078 3.0
Thereafter 7,745 4,105 4.6
13,656 8,575 3.8

17. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Non-Derivative Financial Assets and Liabilities

At September 30, 2021 and December 31, 2020, the Company’s carrying amounts of cash and cash equivalents, accounts receivable, due from related parties, short-term notes payable, accounts payable, and due to related parties are representative of fair value due to the short-term nature of these instruments.

Fair Value Measurements of Long-Term Debt

The fair values and carrying values of the Company’s long-term debt at September 30, 2021 and December 31, 2020 are as follows:

September 30, 2021 September 30, 2021 December 31, 2020 December 31, 2020
As at(millions of dollars) Carrying Value Fair Value Carrying Value Fair Value
Long-term debt measured at fair value - $300 million MTN Series 39 notes
303
303
Other notes and debentures 13,622 15,178
13,229
16,226
Long-term debt,includingcurrentportion 13,622 15,178
13,532
16,529

Fair Value Measurements of Derivative Instruments

Fair Value Hedges

At September 30, 2021, Hydro One Inc. had no fair value hedges. At December 31, 2020, Hydro One Inc. had interest-rate swaps with a total notional amount of $300 million that were used to convert fixed-rate debt to floating-rate debt. These swaps were classified as fair value hedges. Hydro One Inc.’s fair value hedge exposure at December 31, 2020 was approximately 2% of its total long-term debt.

Cash Flow Hedges

At September 30, 2021 and December 31, 2020, Hydro One Inc. had a total of $800 million in pay-fixed, receive-floating interestrate swap agreements designated as cash flow hedges. These cash flow hedges are intended to offset the variability of interest rates on the issuances of short-term commercial paper between January 9, 2020 and March 9, 2023.

At September 30, 2021 and December 31, 2020, the Company had no derivative instruments classified as undesignated contracts.

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13

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Fair Value Hierarchy

The fair value hierarchy of financial assets and liabilities at September 30, 2021 and December 31, 2020 is as follows:

Carrying Fair
As at September 30, 2021(millions of dollars) Value Value Level 1 Level 2 Level 3
Assets:
Investments (Note 13) 21 21 21
21 21 21
Liabilities:
Long-term debt,including current portion 13,622 15,178 15,178
Derivative instruments (Notes 14, 15)
Cash flow hedges,includingcurrentportion 14 14 14
13,636 15,192 15,192
Carrying Fair
As at December 31, 2020(millions of dollars) Value Value Level 1 Level 2 Level 3
Assets:
Investments (Note 13) 7 7 7
Derivative instruments (Note 10)
Fair value hedges 3 3 3
10 10 3 7
Liabilities:
Long-term debt, including current portion 13,532 16,529 16,529
Derivative instruments_(Notes 14, 15)_
Cash flow hedges,includingcurrentportion 25 25 25
13,557 16,544 16,554

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

There were no transfers between any of the fair value levels during the nine months ended September 30, 2021 or the year ended December 31, 2020.

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

The following table summarizes the changes in fair value of financial instruments classified in Level 3 for the nine months ended September 30, 2021 and the year ended December 31, 2020:

Nine months ended Year ended
(millions of dollars) September 30,
2021
December 31,
2020
Fair value of assets - beginning 7
2
Additions 14
5
Fair value of assets - ending 21
7

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 values, 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 anticipated interest rates into account. The Company is not currently exposed to material commodity price risk or material foreign exchange risk.

The Company uses a combination of fixed and variable-rate debt to manage the mix of its debt portfolio. The Company also uses derivative financial instruments to manage interest-rate risk. The Company may utilize interest-rate swaps designated as fair value hedges as a means to manage its interest rate exposure to achieve a lower cost of debt. The Company may also utilize interest-rate derivative instruments, such as cash flow hedges, to manage its exposure to short-term interest rates or to lock in interest-rate levels on forecasted financing.

A hypothetical 100 basis points increase in interest rates associated with variable-rate debt would not have resulted in a significant decrease in Hydro One’s net income for the three and nine months ended September 30, 2021 and 2020.

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14

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

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 interestrate swaps for the three and nine months ended September 30, 2021 and 2020 were not material.

For derivative instruments that are designated and qualify as cash flow hedges, the unrealized gain or loss, after tax, on the derivative instrument is recorded as other comprehensive income (OCI) or other comprehensive loss (OCL) and is reclassified to results of operations in the same period during which the hedged transaction affects results of operations. During the three months ended September 30, 2021, $nil after-tax unrealized loss (2020 - $1 million loss), $nil before-tax (2020 - $2 million), was recorded in OCI, and a $2 million after-tax realized loss (2020 - $2 million), $3 million before-tax (2020 - $3 million), was reclassified to financing charges. During the nine months ended September 30, 2021, a $2 million after-tax unrealized gain (2020 - $27 million loss), $2 million before-tax (2020 - $37 million), was recorded in OCI, and a $6 million after-tax realized loss (2020 - $3 million), $9 million before-tax (2020 - $4 million), was reclassified to financing charges. This resulted in an accumulated other comprehensive loss (AOCL) of $10 million related to cash flow hedges at September 30, 2021 (December 31, 2020 - $18 million). The Company estimates that the amount of AOCL, after tax, related to cash flow hedges to be reclassified to results of operations in the next 12 months is $8 million. Actual amounts reclassified to results of operations depend on the interest rate risk in effect until the derivative contracts mature. For all forecasted transactions, at September 30, 2021, the maximum term over which the Company is hedging exposures to the variability of cash flows is approximately one year.

The Pension Plan manages market risk by diversifying investments in accordance with the Pension Plan’s Statement of Investment Policies and Procedures. Interest rate risk arises from the possibility that changes in interest rates will affect the fair value of the Pension Plan’s financial instruments. In addition, changes in interest rates can also impact discount rates which impact the valuation of the pension and post-retirements and post-employment liabilities. Currency risk is the risk that the value of the Pension Plan’s financial instruments will fluctuate due to changes in foreign currencies relative to the Canadian dollar. Other price risk is the risk that the value of the Pension Plan’s investments in equity securities will fluctuate as a result of changes in market prices, other than those arising from interest rate risk or currency risk. All three factors may contribute to changes in values of the Pension Plan investments.

Credit Risk

Financial assets create a risk that a counterparty will fail to discharge an obligation, causing a financial loss. At September 30, 2021 and December 31, 2020, there were no significant concentrations of credit risk with respect to any class of financial assets. The Company’s revenue is earned from a broad base of customers. As a result, Hydro One did not earn a material amount of revenue from any single customer. At September 30, 2021 and December 31, 2020, there was no material accounts receivable balance due from any single customer.

At September 30, 2021, the Company’s allowance for doubtful accounts was $58 million (December 31, 2020 - $46 million). The allowance for doubtful accounts reflects the Company's current lifetime expected credit losses for all accounts receivable balances, which are based on historical overdue balances, customer payments and write-offs. At September 30, 2021, approximately 5% (December 31, 2020 - 4%) of the Company’s net accounts receivable were outstanding for more than 60 days. Please see Note 9 - Accounts Receivable for additions to allowance for doubtful accounts related to the impact of the COVID-19 pandemic.

Hydro One manages its counterparty credit risk through various techniques including (i) entering into transactions with highly rated counterparties, (ii) limiting total exposure levels with individual counterparties, (iii) entering into master agreements which enable net settlement and the contractual right of offset, and (iv) monitoring the financial condition of counterparties. The Company monitors current credit exposure to counterparties on both an individual and an aggregate basis. The Company’s credit risk for accounts receivable is limited to the carrying amounts on the consolidated balance sheets.

Derivative financial instruments result in exposure to credit risk since there is a risk of counterparty default. The maximum credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. At September 30, 2021 and December 31, 2020, the counterparty credit risk exposure on the fair value of these interest-rate swap contracts was not material. At September 30, 2021, Hydro One’s credit exposure for all derivative instruments, and applicable payables and receivables, was with two financial institutions with investment grade credit ratings as counterparties.

The Pension Plan manages its counterparty credit risk with respect to bonds by investing in investment-grade corporate and government bonds and with respect to derivative instruments by transacting only with highly rated financial institutions and by ensuring that exposure is diversified across counterparties.

Liquidity Risk

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

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15

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

requirements. The Company's currently available liquidity is also expected to be sufficient to address any reasonably foreseeable impacts that the COVID-19 pandemic may have on the Company’s cash requirements.

In April 2020, Hydro One Inc. filed a short form base shelf prospectus for its MTN Program, which has a maximum authorized principal amount of notes issuable of $4,000 million, expiring in May 2022. At September 30, 2021, $1,900 million remained available for issuance under the MTN Program prospectus.

In August 2020, Hydro One filed the Universal Base Shelf Prospectus with securities regulatory authorities in Canada. The Universal Base Shelf Prospectus allows Hydro One to offer, from time to time in one or more public offerings, up to $2,000 million of debt, equity or other securities, or any combination thereof, and expires in September 2022. At September 30, 2021, $1,575 million remained available for issuance under the Universal Base Shelf Prospectus.

In December 2020, HOHL filed a short form base shelf prospectus (US Debt Shelf Prospectus) with securities regulatory authorities in Canada and the US to replace a previous prospectus that expired in December 2020. The US Debt Shelf Prospectus allows HOHL to offer, from time to time in one or more public offerings, up to US$3,000 million of debt securities, unconditionally guaranteed by Hydro One, expiring in January 2023. At September 30, 2021, no securities have been issued under the US Debt Shelf Prospectus.

The Pension Plan’s short-term liquidity is provided through cash and cash equivalents, contributions, investment income and proceeds from investment transactions. In the event that investments must be sold quickly to meet current obligations, the majority of the Pension Plan’s assets are invested in securities that are traded in an active market and can be readily disposed of as liquidity needs arise.

18. PENSION AND POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS

The following table provides the components of the net periodic benefit costs for the three and nine months ended September 30, 2021 and 2020:

September 30, 2021 and 2020:
Post-Retirement and
Pension Benefits Post-Employment Benefits
Three months ended September 30(millions of dollars) 2021 2020 2021 2020
Current service cost 60
54
17 18
Interest cost 64
71
13 15
Expected return on plan assets, net of expenses1 (107)
(112)
Prior service cost amortization
1
2 1
Amortization of actuarial losses 32
24
Netperiodic benefit costs 49
38
32 34
Charged to results of operations2,3 6
6
17 21
Post-Retirement and Post-Retirement and
Pension Benefits Post-Employment Benefits
Nine months ended September 30(millions of dollars) 2021 2020 2021 2020
Current service cost 180
162
50 54
Interest cost 192
213
38 45
Expected return on plan assets, net of expenses1 (323)
(338)
Prior service cost amortization 2
2
5 2
Amortization of actuarial losses 94
72
2 2
Netperiodic benefit costs 145
111
95 103
Charged to results of operations2,3 20
19
54 58

1 The expected long-term rate of return on pension plan assets for the year ending December 31, 2021 is 5.40% (2020 - 5.75%).

2 The Company accounts for pension costs consistent with their inclusion in OEB-approved rates. During the three and nine months ended September 30, 2021, pension costs of $17 million (2020 - $18 million) and $54 million (2020 - $53 million), respectively, were attributed to labour, of which $6 million (2020 - $6 million) and $20 million (2020 - $19 million), respectively, was charged to operations, and $11 million (2020 - $12 million) and $34 million (2020 - $34 million), respectively, was capitalized as part of the cost of property, plant and equipment and intangible assets.

3 In the 2020-2022 Transmission Decision, the OEB confirmed the recovery of the non-service cost component of post-retirement and post-employment benefits as part of operation, maintenance and administration costs for the Company's transmission business. Prior to the decision, these costs were tracked in a regulatory asset. As a result, during the nine months ended September 30, 2021, additional other post-retirement and post-employment costs of $12 million (2020 - $17 million) attributed to labour were charged to operations.

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16

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Transfers from Other Plans

In January 2021, Hydro One and Inergi LP executed a letter of understanding (LOU) for the transfer of certain Inergi LP employees (Transferred Employees) to Hydro One Networks over a period of time. The employees who will transfer relate to the information technology operations, Finance and Accounting, Payroll and certain Shared Services functions. The transfer is expected to be completed by January 1, 2022. The Transferred Employees who are participants in the Inergi LP Pension Plan (Inergi Plan) will become participants in the Hydro One Defined Benefit Pension Plan (Plan) upon transfer to Hydro One. Subject to all necessary regulatory approvals, the assets and liabilities of the Inergi Plan will transfer to the Plan. The values of assets and liabilities of the Inergi Plan to be transferred to the Plan will be determined at the date of transfer. In accordance with the LOU, Inergi LP and Hydro One Networks also agreed to transfer OPEB liabilities related to the Transferred Employees to Hydro One’s post-retirement and post-employment benefit plans.

On March 1, 2021, Transferred Employees associated with information technology operations (ITO Employees) transferred to Hydro One Networks, and the transfer of the OPEB liability of $28 million related to the ITO Employees was completed. The liability was recorded as a post-retirement and post-employment benefit liability with an offset to OCL, and cash totaling $27 million was transferred to Hydro One and recorded as an asset with an offset to OCI. Both, the OCI resulting from the transfer of the cash asset and the OCL resulting from the transfer of the other post-retirement benefit liability are being recognized in net income over the expected average remaining service lifetime (EARSL) of the ITO Employees.

19. LEASES

Hydro One has operating lease contracts for buildings used in administrative and service-related functions and storing telecommunications equipment. These leases have terms between three and nine years with renewal options of additional threeto five-year terms at prevailing market rates at the time of extension. All leases include a clause to enable upward revision of the rental charge on an annual basis or on renewal according to prevailing market conditions or pre-established rents. There are no restrictions placed upon Hydro One by entering into these leases. Renewal options are included in the lease term when their exercise is reasonably certain. Other information related to the Company's operating leases was as follows:

Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Lease expense 5
4
12 11
Leasepayments made 4
3
11 9
As at September 30,
2021
December 31,
2020
Weighted-average remaining lease term1 (years) 6 7
Weighted-average discount rate 2.6% 2.6%

1 Includes renewal options that are reasonably certain to be exercised.

At September 30, 2021, future minimum operating lease payments were as follows:

(millions of dollars)
Remainder of 2021 5
2022 14
2023 12
2024 12
2025 10
Thereafter 27
Total undiscounted minimum lease payments 80
Less: discountingminimum leasepayments topresent value (6)
Total discounted minimum leasepayments 74

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17

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

At December 31, 2020, future minimum operating lease payments were as follows:

At December 31, 2020, future minimum operating lease payments were as follows:
(millions of dollars)
2021 16
2022 13
2023 12
2024 12
2025 10
Thereafter 27
Total undiscounted minimum lease payments 90
Less: discountingminimum leasepayments topresent value (8)
Total discounted minimum leasepayments 82

Hydro One presents its ROU assets and lease obligations on the consolidated balance sheets as follows:

As at(millions of dollars) September 30,
2021
December 31,
2020
Other long-term assets (Note 13) 69
77
Accounts payable and other current liabilities (Note 14) 13
12
Other long-term liabilities (Note 15) 61
70

20. SHARE CAPITAL

Common Shares

The Company is authorized to issue an unlimited number of common shares. At September 30, 2021, the Company had 598,217,314 (December 31, 2020 - 597,611,787) common shares issued and outstanding.

The following table presents the changes to common shares during the nine months ended September 30, 2021:

(number of shares)
Common shares-December 31, 2020 597,611,787
Common shares issued - LTIP1 188,376
Common shares issued - sharegrants2 417,151
Commonshares - September 30, 2021 598,217,314

1 During the nine months ended September 30, 2021, Hydro One issued from treasury 188,376 common shares in accordance with provisions of the Long-term Incentive Plan (LTIP).

2 During the nine months ended September 30, 2021, Hydro One issued from treasury 417,151 common shares in accordance with provisions of the Power Workers’ Union (PWU) and the Society of United Professionals (Society) Share Grant Plans.

Preferred Shares

The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At September 30, 2021 and December 31, 2020, the Company had no preferred shares issued and outstanding.

21. DIVIDENDS

During the three months ended September 30, 2021, common share dividends in the amount of $159 million (2020 - $151 million) were declared and paid and no preferred share dividends (2020 - $4 million) were paid.

During the nine months ended September 30, 2021, common share dividends in the amount of $470 million (2020 - $447 million) were declared and paid and no preferred share dividends (2020 - $13 million) were paid. See Note 29 - Subsequent Events for dividends declared subsequent to September 30, 2021.

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HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

22. EARNINGS PER COMMON SHARE

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

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

Three months ended September 30 Three months ended September 30 Nine months ended September 30 Nine months ended September 30
2021 2020 2021 2020
Net income attributable to common shareholders_(millions of dollars)_ 300 281 806 1,609
Weighted-average number of shares
Basic 598,217,261 597,557,787 598,033,873 597,364,993
Effect of dilutive stock-based compensationplans 2,135,732 2,362,569
2,315,332
2,486,114
Diluted 600,352,993 599,920,356 600,349,205 599,851,107
EPS
Basic $0.50 $0.47 $1.35 $2.69
Diluted $0.50 $0.47 $1.34 $2.68

23. 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 (the PWU Share Grant Plan) and one for the benefit of certain members of the Society (the Society Share Grant Plan). A summary of share grant activity under the Share Grant Plans during the three and nine months ended September 30, 2021 and 2020 is presented below:

Three months ended Three months ended Nine months ended
September 30 September 30
(number of sharegrants) 2021 2020 2021 2020
Share grants outstanding - beginning 2,737,785 3,232,815 3,154,805 3,674,377
Vested and issued1 (131) (417,151) (441,562)
Sharegrants outstanding- ending 2,737,654 3,232,815 2,737,654 3,232,815

1 During the nine months ended September 30, 2021, Hydro One issued from treasury 417,151 (2020 - 441,562) common shares to eligible employees in accordance with provisions of the PWU and the Society Share Grant Plans.

Directors' Deferred Share Unit (DSU) Plan

A summary of DSU awards activity under the Directors' DSU Plan during the three and nine months ended September 30, 2021 and 2020 is presented below:

Three months ended Nine months ended
September 30 September 30
(number of DSUs) 2021 2020 2021 2020
DSUs outstanding - beginning 70,547
64,326
65,240
52,620
Granted 5,320
5,370
15,942
17,076
Paid
(9,861)
(5,315) (9,861)
DSUs outstanding- ending 75,867
59,835
75,867
59,835

At September 30, 2021, a liability of $2 million (December 31, 2020 - $2 million) related to Directors' DSUs has been recorded at the closing price of the Company's common shares of $29.94 (December 31, 2020 - $28.65). This liability is included in other long-term liabilities on the consolidated balance sheets.

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HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Management DSU Plan

A summary of DSU awards activity under the Management DSU Plan during the three and nine months ended September 30, 2021 and 2020 is presented below:

Three months ended Nine months ended
September 30 September 30
(number of DSUs) 2021 2020 2021 2020
DSUs outstanding - beginning 88,721
67,740
61,880
52,186
Granted 752
627
27,593
21,592
Paid
(7,027)

(12,438)
DSUs outstanding- ending 89,473
61,340
89,473
61,340

At September 30, 2021, a liability of $3 million (December 31, 2020 - $2 million) related to Management DSUs has been recorded at the closing price of the Company's common shares of $29.94 (December 31, 2020 - $28.65). This liability is included in other long-term liabilities on the consolidated balance sheets.

Long-term Incentive Plan (LTIP)

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

A summary of PSU and RSU awards activity under the LTIP during the three and nine months ended September 30, 2021 and 2020 is presented below:

2020 is presented below:
PSUs
RSUs
Three months ended September 30(number of units) 2021 2020 2021 2020
Units outstanding - beginning 117,470 144,980
Vested and issued
Forfeited (3,670)
(2,420)
Units outstanding- ending 113,800 142,560
PSUs
RSUs
Nine months ended September 30 (number of units) 2021 2020 2021 2020
Units outstanding - beginning 111,920 171,344 139,730 206,993
Vested and issued (111,920)
(52,627)
(104,970)
(3,728)
Forfeited
(4,917)


(4,295)
Settled

(34,760)
(56,410)
Units outstanding- ending 113,800
142,560

No awards were granted during the three and nine months ended September 30, 2021 and 2020. The compensation expense related to the PSU and RSU awards recognized by the Company during the three and nine months ended September 30, 2021 was $nil and less than $1 million (2020 - $2 million and $3 million).

Stock Options

A summary of stock options activity during the three and nine months ended September 30, 2021 and 2020 is presented below:

Three months ended Nine Nine months ended
September 30 September 30
(number of stock options) 2021 2020 2021 2020
Stock options outstanding - beginning1 108,710
162,710

108,710

403,550
Exercised

(240,840)
Stock options outstanding- ending1 108,710
162,710

108,710

162,710

1 All stock options outstanding as at January 1, 2021 and September 30, 2021, were vested and exercisable (2020 - all stock options were vested and exercisable).

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20

HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

24. RELATED PARTY TRANSACTIONS

The Province is a shareholder of Hydro One with approximately 47.2% ownership at September 30, 2021. The Independent Electricity System Operator (IESO), Ontario Power Generation Inc. (OPG), Ontario Electricity Financial Corporation (OEFC), and the OEB are related parties to Hydro One because they are controlled or significantly influenced by the Ministry of Energy. Ontario Charging Network (OCN LP) is a joint-venture limited partnership between a subsidiary of Hydro One and OPG. The following is a summary of the Company’s related party transactions during the three and nine months ended September 30, 2021 and 2020:

Three months ended Nine months ended
(millions of dollars) September 30 September 30
Related Party Transaction 2021 2020 2021 2020
Province Dividendspaid 75
76
222
225
IESO Power purchased 527
560
1,558
1,700
Revenues for transmission services 502
478
1,387
1,325
Amounts related to electricity rebates 267
402
815
1,172
Distribution revenues related to rural rate protection 62
61
184
181
Distribution revenues related to supply of electricity to remote northern communities 8
8
26
26
Fundingreceived related to CDMprograms 1
4
1
21
OPG1 Power purchased 3
1
8
4
Revenues related to provision of services and supply of electricity 2
2
5
6
Capital contribution received from OPG 1
3
Costs related to thepurchase of services
1
1
OEFC Powerpurchased frompower contracts administered bythe OEFC 1
1
1
OEB OEB fees 2
3
6
7
OCN LP2 Investment in OCN LP 4
4
2

1 OPG has provided a $2.5 million guarantee to Hydro One related to the OCN Guarantee. See Note 27 - Commitments for details related to the OCN Guarantee. 2 OCN LP owns and operates electric vehicle fast charging stations across Ontario, under the Ivy Charging Network brand.

Sales to and purchases from related parties are based on the requirements of the OEB’s Affiliate Relationships Code. Outstanding balances at period end are interest-free and settled in cash. Invoices are issued monthly, and amounts are due and paid on a monthly basis.

25. CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Accounts receivable (27)
(38)
(25)
67
Due from related parties 20
11
61
124
Materials and supplies_(Note 10)_
1
1
Prepaid expenses and other assets(Note 10) (3)
4
(8)
(9)
Other long-term assets_(Note 13)_
1
1
1
Accounts payable
30
(43)
(15)
Accrued liabilities_(Note 14)_ 4
13
82
53
Due to related parties (30)
79
(224)
(140)
Accrued interest_(Note 14)_ 23
25
20
31
Long-term accounts payable and other long-term liabilities_(Note 15)_ 2
2
Post-retirement andpost-employment benefit liability 14
21
53
66
3
146
(80) 179

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HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Capital Expenditures

The following tables reconcile investments in property, plant and equipment and intangible assets and the amounts presented in the consolidated statements of cash flows for the three and nine months ended September 30, 2021 and 2020. The reconciling items include net change in accruals and capitalized depreciation.

Three months ended September 30, 2021 ended September 30, 2021 Nine months ended September 30, 2021
Property, Property,
Plant and Intangible Plant and Intangible
(millions of dollars) Equipment Assets Total Equipment Assets Total
Capital investments (480) (33) (513) (1,493)
(100)
(1,593)
Reconcilingitems 8 7 15 26
3
29
Cash outflow for capital expenditures (472) (26) (498) (1,467) (97) (1,564)
Three months ended September 30, 2020 Nine months ended September 30, 2020
Property, Property,
Plant and Intangible Plant and Intangible
(millions of dollars) Equipment Assets Total Equipment Assets Total
Capital investments (464) (36) (500) (1,216)
(85)
(1,301)
Reconcilingitems 7 (1) 6 33
(3)
30
Cash outflow for capital expenditures (457) (37) (494) (1,183) (88) (1,271)

Supplementary Information

Supplementary Information
Three months ended Nine months ended
September 30 September 30
(millions of dollars) 2021 2020 2021 2020
Net interest paid 105
102
359
349
Income taxespaid
10
13
23

26. CONTINGENCIES

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

27. COMMITMENTS

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

As at September 30, 2021(millions of dollars) Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter
Outsourcing and other agreements 78 56 29 5 2 13
Long-term software/meter agreement 3 2 3 2 2 6

Outsourcing and Other Agreements

In February 2021, Hydro One entered into an agreement for information technology services with Capgemini Canada Inc., which expires on February 29, 2024, and includes an option to extend for two additional one-year terms at Hydro One’s discretion. This agreement resulted in commitment of $143 million over the initial term of the agreement.

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

As at September 30, 2021(millions of dollars) Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter
Operating Credit Facilities1 2,550
Letters of credit2 173 4
Guarantees3 487

1 On June 1, 2021, the maturity date for the Operating Credit Facilities was extended to 2026.

2 Letters of credit consist of $164 million letters of credit related to retirement compensation arrangements, a $6 million letter of credit provided to the IESO for prudential support, $4 million in letters of credit to satisfy debt service reserve requirements, and $3 million in letters of credit for various operating purposes. 3 Guarantees consist of $475 million prudential support provided to the IESO by Hydro One Inc. on behalf of its subsidiaries, and guarantees provided by Hydro One to the Minister of Natural Resources (Canada) of $7 million relating to OCN LP (OCN Guarantee) and $5 million relating to Aux Energy Inc., the Company's indirect subsidiary. OPG has provided a $2.5 million guarantee to Hydro One related to the OCN Guarantee.

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HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

28. SEGMENTED REPORTING

Hydro One has three reportable segments:

  • The Transmission Segment, which comprises the transmission of high voltage electricity across the province, interconnecting 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, investments including a joint venture that owns and operates electric vehicle fast charging stations across Ontario under the Ivy Charging Network brand, and the operations of the Company’s telecommunications business. The Other Segment includes a portion of the DTA which arose from the revaluation of the tax bases of Hydro One’s assets to fair market value when the Company transitioned from the provincial payments in lieu of tax regime to the federal tax regime at the time of Hydro One’s initial public offering in 2015. This DTA is not required to be shared with ratepayers, the Company considers it to not be part of the regulated transmission and distribution segment assets, and it is included in the other segment.

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

Three months ended September 30, 2021(millions of dollars) Transmission Distribution Other Consolidated
Revenues 507 1,395 11
1,913
Purchased power 933
933
Operation, maintenance and administration 95 153 14
262
Depreciation,amortization and asset removal costs 116 109 2
227
Income(loss) before financing charges and income tax expense 296 200 (5) 491
Capital investments 304 206 3
513
Three months ended September 30, 2020(millions of dollars) Transmission Distribution Other Consolidated
Revenues 483 1,410 10 1,903
Purchased power 993 993
Operation, maintenance and administration 102 145 15 262
Depreciation,amortization and asset removal costs 113 105 2 220
Income(loss) before financing charges and income tax expense 268 167 (7) 428
Capital investments 309 190 1 500
Nine months ended September 30, 2021(millions of dollars) Transmission Distribution Other Consolidated
Revenues 1,403 4,012 31
5,446
Purchased power 2,665
2,665
Operation, maintenance and administration 294 497 42
833
Depreciation,amortization and asset removal costs 355 314 6
675
Income(loss) before financing charges and income tax expense 754 536 (17) 1,273
Capital investments 1,017 566 10
1,593
Nine months ended September 30, 2020(millions of dollars) Transmission Distribution Other Consolidated
Revenues 1,342 4,050 31
5,423
Purchased power 2,808
2,808
Operation, maintenance and administration 318 434 45
797
Depreciation,amortization and asset removal costs 334 305 6
645
Income(loss) before financing charges and income tax expense 690 503 (20) 1,173
Capital investments 796 502 3
1,301

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HYDRO ONE LIMITED NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) For the three and nine months ended September 30, 2021 and 2020

Total Assets by Segment:

Total Assets by Segment:
As at(millions of dollars) September 30,
2021
December 31,
2020
Transmission 18,499
17,761
Distribution 11,964
11,387
Other 672
1,146
Total assets 31,135
30,294

Total Goodwill by Segment:

Total Goodwill by Segment:
As at(millions of dollars) September 30,
2021
December 31,
2020
Transmission 157
157
Distribution 216
216
Totalgoodwill 373
373

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

29. SUBSEQUENT EVENTS

Dividends

On November 8, 2021, common share dividends of $159 million ($0.2663 per common share) were declared.

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24