November 16, 2015 HYDRO ONE LTD. Crown jewel utility + consolidation upside INITIATING COVERAGE H (TSX-H): $22.03 Stock Rating: Outperform Risk Rating: Average 12-Month Target: $26.00 12-Month Total Return: 21.8% (including 3.8% cash yield) Shares O/S (FD): 595.0 Mln Market Cap: $13.1 Bln HIGHLIGHTS Highly stable cash flows: Rate regulated Hydro One is the largest electricity transmission and distribution utility in Ontario with ~95% and ~25% market share, respectively. Cash flows are virtually all cost-of-service (i.e., highly stable and predictable). IPO of 15% stake at $20.50/sh: Prior to the IPO on Nov. 5th, the Company had been fully owned by the Province of Ontario, which intends to reduce its interest over time to ~40%, subject to a 180-day lock-up period following IPO (i.e., May 3, 2016). Based on the Governance Agreement, the Province is considered an investor, not a manager. New leadership: Mr. Mayo Schmidt was appointed President and CEO on Aug. 20, 2015, and prior to, served as President, CEO and director at Viterra Inc. from 2000 to 2012. Mr. Michael Vels was appointed CFO on June 23, 2015, and prior to, served as CFO at Maple Leaf Foods Inc. from 2004 to 2014. Steady organic growth: Hydro One is undertaking a five-year capex program of $7.7 billion (~$1.5 billion per year), underpinning 4% annual organic rate base growth and supporting our forecast 5% annual dividend growth rate through 2019e, while maintaining an earnings payout at the low end of Hydro One's 70-80% target range. Investment stance: Based on a group-low cash flow risk profile (>99% cost-of-service) and "A" credit ratings, we assign a group-high 2016e EV/Free-EBITDA valuation multiple of 18.5x (group: 14.7x) - currently trading at 17.6x (group: 13.2x). Meanwhile, with Ontario promoting the consolidation of LDCs (local distribution companies) via tax-based incentives, we add $1.50/sh of risked M&A upside (~5%) to our base $24.50/sh valuation. EQUITY We are initiating coverage of Hydro One with a $26 target. Based on a potential 12-month RESEARCH Patrick Kenny, CFA Associate: Michael Nguyen total return opportunity of 22%, combined with a group-low cash flow risk profile, we are initiating coverage with an Outperform rating. 403.290.5451 416.869.7566 patrick.kenny@nbc.ca michael.nguyen@nbc.ca HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 TABLE OF CONTENTS EXECUTIVE SUMMARY Overview Growth outlook: Steady mid-single digit organic growth Investment Stance – crown jewel utility + consolidation upside 2 2 2 3 HYDRO ONE LTD. Background Ontario electricity market Overview of business operations Growth outlook Financial profile Capital structure Liquidity analysis Dividend policy Valuation summary Investment stance – crown jewel utility + consolidation upside 4 4 5 6 10 14 16 16 17 17 21 MARKET COMPARABLES 22 INVESTMENT RISKS 23 APPENDIX I 24 APPENDIX II 25 APPENDIX III 26 DISCLOSURES 27 Industry Rating (Utilities): Underweight (NBF Economics & Strategy Group) All dollar amounts in Cdn$ unless otherwise noted. All pricing as at November 11, 2015. All NBF research mentioned in this document is available at www.nbfm.ca/en/research/ HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 HYDRO ONE LTD. Stock Information Company Profile Stock Ticker: H Last Closing Price (TSX): Stock Rating: OP Risk Rating: A 12-Month Target: $26.00 12-Month Total Return: Shares Outstanding (mln): 21.8% Patrick Kenny, CFA 13,108 Enterprise Value (C$mln): 23,331 (403) 290-5451 patrick.kenny@nbc.ca Associate: Michael Nguyen 595 Market Capitalization (C$mln): Dividend Yield: NBF Research Analyst: Hydro One Ltd. is a holding company that owns a 100% interest in rateregulated Hydro One Inc. and non-rate-regulated Hydro One Telecom Inc. Hydro One Ltd.’s core asset, Hydro One Inc., is the largest electricity transmission and distribution utility in Ontario and represents >99% of Hydro One’s business. Prior to its initial public offering (IPO) on Nov. 5, 2015, Hydro One Inc., was fully owned by the Province of Ontario since the reorganization of Ontario Hydro in 1999. $22.03 (416) 869-7566 michael.nguyen@nbc.ca Company Contacts President, CEO and Director: 3.8% Mayo Schmidt CFO: Michael Vels Financial Estimates (Cdn$ millions) Valuation 2013 Stock price P/E(1) P/CF (1) P/AFFO (1)(2) EV/EBITDA (1) EV/Free-EBITDA(1)(2) Dividend yield (3) Q1/15 Q2/15 Q3/15e Q4/15e 2015e Q1/16e Q2/16e Q3/16e Q4/16e 2016e n/a n/a n/a n/a $22.03 $22.03 $22.03 $22.03 $22.03 $22.03 $22.03 n/a n/a n/a n/a n/a 19.6x 19.6x 20.4x 19.8x 18.1x 18.7x 18.7x n/a n/a n/a n/a n/a 8.9x 8.9x 6.9x 7.3x 8.1x 8.2x 8.2x n/a n/a n/a n/a n/a 16.8x 16.8x 12.8x 14.7x 14.6x 15.1x 15.1x n/a n/a n/a n/a n/a 11.8x 11.8x 9.3x 9.7x 11.4x 11.6x 11.6x n/a n/a n/a n/a n/a 18.4x 18.4x 14.3x 15.3x 17.4x 17.9x 17.9x n/a Leverage & Coverage Net Debt/EBITDA 2014 n/a 2013 n/a 2014 n/a Q1/15 n/a Q2/15 n/a Q3/15e 0.8% Q4/15e 0.8% 2015e 3.8% Q1/16e 3.8% Q2/16e 3.8% Q3/16e 3.8% Q4/16e 3.8% 2016e 4.3x 4.5x 4.4x 4.4x 4.5x 5.1x 5.1x 5.2x 5.1x 5.0x 5.1x 5.1x CF/Interest(3) 4.7x 4.3x 4.4x 4.7x 4.6x 4.6x 4.6x 4.4x 4.6x 4.8x 4.8x 4.8x D/Cap 54% 53% 52% 52% 52% 57% 57% 57% 57% 57% 58% Capitalization 2013 2014 Q1/15 Q2/15 Q3/15e Q4/15e 2015e Q1/16e Q2/16e Q3/16e Q4/16e 58% 2016e Weighted average shares - basic(4) 595 595 595 595 595 595 595 595 595 595 595 595 Weighted average shares - FD(4) 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 595 n/a n/a n/a n/a n/a 23,331 23,331 23,409 23,546 23,625 23,764 23,764 Ending shares - basic Ending shares - FD (4) (4) Enterprise value Market capitalization Net debt Preferred equity n/a n/a n/a n/a n/a 13,108 13,108 13,108 13,108 13,108 13,108 13,108 8,240 8,638 8,484 8,701 8,793 9,829 9,829 9,907 10,044 10,123 10,262 10,262 323 323 323 323 323 323 323 323 323 323 323 323 - 71 72 71 71 71 71 71 71 71 71 NCI Dividends 2013 Dividends Dividend per share DRIP(5) 2014 Q1/15 Q2/15 Q3/15e Q4/15e 2015e Q1/16e Q2/16e Q3/16e Q4/16e 71 2016e 200 270 25 25 25 25 100 125 125 125 125 500 $0.34 $0.45 $0.04 $0.04 $0.04 $0.04 $0.17 $0.21 $0.21 $0.21 $0.21 $0.84 - - - - - - - - - - - 0% 0% 0% 15% 21% 5% 9% 8% 6% 7% 29% 34% 29% 34% 31% AFFO payout ratio(6) 27% 44% 8% 29% 16% 12% 13% 50% 66% 51% 67% 57% (6) Earnings payout ratio Income Statement 25% 2013 37% 2014 0% 11% Q1/15 19% Q2/15 0% 0% 18% Q3/15e 15% Q4/15e 0% 15% 2015e 30% 62% Q1/16e 30% 83% Q2/16e 30% 62% Q3/16e 30% - % DRIP participation FFO payout ratio(6) 84% Q4/16e 30% 71% 2016e Adj. EBITDA by segment Transmission Distribution 1,154 1,194 307 266 302 274 1,150 323 291 323 291 1,230 792 742 253 179 160 230 822 221 193 221 193 827 2 1 - - - - - - - - 1,948 1,937 560 462 504 544 484 544 484 2,056 -3% -3% 2% -3% 9% 18% -4% 4% (794) Telecom Adj. EBITDA (2) 443 (2) 1,970 3% -1% 5% 9% Depreciation & amortization Interest(7) (676) (722) (187) (190) (191) (191) (759) (199) (199) (199) (199) (378) (397) (98) (98) (107) (113) (415) (107) (108) (108) (109) (432) Taxes (109) (89) (45) (23) (25) (30) (123) (36) (27) (36) (26) (125) y/y % chg. NCI Adj. Net Earnings Adj. EPS - FD Cash Flow Statement Funds from operations (FFO) - 2 785 731 $1.32 2013 $1.23 2014 $0.38 Q1/15 $0.22 Q2/15 (1) (1) 139 170 $0.23 Q3/15e $0.28 Q4/15e (5) 667 $1.12 2015e (1) 202 $0.34 Q1/16e $0.25 Q2/16e (1) 201 $0.34 Q3/16e (1) 149 $0.25 Q4/16e (4) 702 $1.18 2016e 486 274 331 386 431 371 430 370 (687) (164) (188) (173) (173) (699) (183) (183) (183) (183) 748 608 322 86 158 213 778 248 188 247 187 870 Investing activities (812) (683) (189) (300) (224) (224) (938) (201) (201) (201) (201) (803) Balance Sheet Working capital PP&E 369 8 289 $2.18 $0.82 $0.46 $0.56 $0.65 $2.48 $0.72 $0.62 $0.72 $0.62 $2.69 $1.02 $0.54 $0.14 $0.26 $0.36 $1.31 $0.42 $0.32 $0.41 $0.31 $1.46 2014 Q1/15 (265) Q2/15 (561) Q3/15e (428) (225) Q4/15e (520) (756) 47 2015e (125) Q1/16e (756) (834) (125) Q2/16e (971) (125) Q3/16e (125) (732) $1.26 61 (25) 1,602 $2.31 2013 (377) 1,477 (1) 150 (627) Financing activities 1,295 (1) 131 Maintenance capital expenditures Adj. funds from operations (AFFO)(2) FFO/sh - FD AFFO/sh - FD(2) 1,375 (2) 228 Q4/16e (500) 2016e (1,050) (1,189) (1,189) 19,062 16,431 17,401 17,587 17,907 18,114 18,320 18,320 18,506 18,691 18,876 19,062 Other assets 3,136 3,699 3,702 3,676 3,676 3,676 3,676 3,676 3,676 3,676 3,676 3,676 Total Assets 19,628 20,835 20,728 21,155 21,270 21,240 21,240 21,348 21,396 21,502 21,548 21,548 Long-term debt 8,301 8,373 7,923 8,273 8,273 9,073 9,073 9,073 9,073 9,073 9,073 9,073 Other liabilities 3,912 4,515 4,653 4,625 4,626 4,652 4,652 4,682 4,705 4,735 4,758 4,758 Preferred equity Equity NCI Total Liabilities and Equity 323 323 323 323 323 323 323 323 323 323 323 323 7,092 7,553 7,757 7,863 7,977 7,121 7,121 7,199 7,224 7,300 7,324 7,324 - 71 72 71 71 71 71 71 71 71 71 71 19,628 20,835 20,728 21,155 21,270 21,240 21,240 21,348 21,396 21,502 21,548 21,548 (1) Based on 12-month trailing figures. (2) AFFO = FFO less Maintenance capex; Free-EBITDA = EBITDA less Maintenance capex. (3) Preferred equity treated as 50% debt. (4) Retro adjustment for share count. (5) Common shares paid in lieu of cash dividends will be purchased from the open market and not issued from treasury. (6) FFO payout ratio = Total dividends / FFO; AFFO payout ratio = Total dividends / AFFO; Earnings payout ratio = Total dividends / Net earnings. (7) Includes preferred equity dividends. Source: Company Reports, NBF Estimates, ThomsonOne PATRICK KENNY 1 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 EXECUTIVE SUMMARY Overview Hydro One Ltd. (Hydro One; H: TSX) is a holding company that owns a 100% interest in rateregulated Hydro One Inc. – the largest electricity transmission and distribution utility in Ontario with Transmission and Distribution representing over 99% of Hydro One’s 2016e EBITDA. As such, the Company’s cash flows are virtually all cost-of-service (i.e., highly stable and predictable). Prior to Hydro One’s IPO (initial public offering) of a 15% stake on Nov. 5, 2015, the Company had been fully owned by the Province of Ontario since the reorganization of Ontario Hydro in 1998. ELECTRICITY VALUE CHAIN HYDRO ONE - SEGEMENTED 2016E EBITDA Hydro One Inc. Distribution 41% Generation Transmission Distribution Retailing • • • • • High Voltage • Lower Voltage • Industrial • Residential • Commercial Nuclear Hydro Gas Wind Transmission 59% Source: NBF Telecom 0% Source: NBF Estimates Hydro One’s allowable ROEs (return on equity) for Transmission and Distribution have averaged 9.33% and 9.59%, respectively, over the past five years versus the Canadian peer average of ~9% – suggesting a relatively attractive regulatory jurisdiction. Meanwhile, Hydro One’s realized ROE has averaged ~12% over the past five years – largely reflecting higher weather-related peak demand within Transmission. For 2016e, we forecast a realized consolidated ROE of ~10% versus the projected allowable ROEs of 9.19%. 9.19% 9.19% 9.85% 2016e 9.36% 9.66% 11.18% 2014 9.30% 9.30% 9.78% 8.93% 9.66% 12.81% 8.50% 2013 12.00% 9.00% Hydro One 9.42% 9.66% 12.67% 16.00% 9.50% Distribution 2012 10.00% Transmission 9.66% 9.66% 11.85% Integrated Utility Distribution SEGMENT AND OVERALL REALIZED ROE ROE 20.00% 2011 5-yr Avg. 8.39% 9.85% 11.64% Transmission Overall Avg. 2010 5-yr Range 2015e CANADIAN RATE-REGULATED ELECTRICITY ROE ROE 10.50% 8.00% 8.00% 4.00% Source: Company Reports EMA - NS FTS - ON FTS - NF FTS - BC FTS - AB CU - AB HYO - ON CU - AB HYO - ON 7.50% 0.00% Source: Company Reports Growth outlook: Steady mid-single digit organic growth Hydro One is undertaking a five-year capital investment program of $7.7 billion with annual investments averaging ~$1.5 billion per year through 2019 – all self-funding (i.e., no external equity needed), underpinning 4% annual organic growth in the Company’s rate base through 2019e to $20.1 billion from 2014 levels of $16.3 billion (see following figure). Overall, we forecast 5% annual dividend growth through 2019e, while maintaining an earnings payout ratio at the low end of the Company’s 70-80% target range. 2 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 5-YR SEGMENTED CAPEX PROGRAM 18 19 2016e 2017e 20 17 2015e 19 16 13 2011 2014 12 2010 14 12 15 10 832 839 848 350 866 899 700 2009 20 15 2009-2014 CAGR: 7% 2013 1,514 1,517 1,522 5-yr CAGR: 4% 25 682 1,050 669 665 1,400 RATE BASE GROWTH FORECAST $bln 30 Distribution 674 1,750 1,535 1,564 Transmission 678 $mln 2,100 5 Source: Company Reports 2019e 2018e 2012 2019e 2018e 2017e 2016e 0 2015e 0 Source: Company Reports, NBF Estimates Investment Stance – crown jewel utility + consolidation upside With a group-low cash flow risk profile (over 99% cost-of-service) and “A” credit ratings, we assign a group-high valuation multiple of 18.5x EV/Free-EBITDA (5.0% WACC) versus the group at 14.7x (6.1% WACC). WEIGHTED AVERAGE COST OF CAPITAL FREE-EBITDA MULTIPLE High-payout: Low-payout: High-payout: Low-payout: Avg.: 14.7x 16.0x 8.0% Avg.: 6.1% Note: NBF Research restricted on CUS, PPL and SPB. Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Source: NBF Estimates TA CPX TWM TRP VSN CU ACO KEY ALA EMA FTS IPL VNR H GEI TWM TA CPX KEY ALA VSN TRP IPL ENF VNR ENB 0.0x ACO 0.0% EMA 4.0x CU 2.0% H 8.0x FTS 4.0% ENB 12.0x ENF 6.0% GEI 10.0% 20.0x Meanwhile, Ontario is promoting the consolidation of LDCs (local distribution companies) by reducing the transfer tax rate over the next three years to 22% (from 33%), while exempting transfer taxes and capital gains portion of the departure tax for acquired LDCs with less than 30,000 customers. In total, we highlight ~70 LDCs in Ontario, generating over $1 billion of EBITDA, and representing ~35% “blue sky” unrisked M&A upside based on precedent transaction multiples of ~11.5x EBITDA (~9.5x including transfer tax). Assuming Hydro One captures one-third market share, and applying a 50% risk-weighting, we include $1.50/sh of M&A upside within our $26.00 target. Based on a 12-month total return of 21.8%, combined with a group-low cash flow risk profile, we initiate coverage of Hydro One with an Outperform rating. LDC'S WITH <30K CUSTOMERS - M&A DCF SENSITIVITY LDC'S WITH >30K CUSTOMERS - M&A DCF SENSITIVITY Transaction Value(1) ($mln) 250 500 750 1,000 1,250 10.5x $0.25 $0.50 $0.75 $1.00 $1.25 11.0x $0.25 $0.50 $0.50 $0.75 $1.00 11.5x $0.25 $0.25 $0.50 $0.75 $1.00 12.0x $0.25 $0.25 $0.50 $0.75 $0.75 12.5x $0.25 $0.25 $0.50 $0.50 $0.75 Source: NBF Estimates EV/EBITDA Transaction EV/EBITDA Transaction Transaction Value ($mln) 7,000 8,000 9,000 10,000 11,000 8.5x $6.50 $7.50 $8.50 $9.50 $10.25 9.0x $5.75 $6.50 $7.25 $8.25 $9.00 9.5x $5.00 $5.75 $6.25 $7.00 $7.75 10.0x $4.25 $4.75 $5.50 $6.00 $6.75 10.5x $3.50 $4.00 $4.50 $5.00 $5.75 (1) Includes 22% transfer tax. Source: NBF Estimates VALUATION SUMMARY Methodology Metric Valuation DDM 3.5% $24.50 EV/Free-EBITDA 18.5x $24.00 DCF Model 5.00% $25.00 Equally Weighted Avg. Risked upside Risked Target $24.50 50% $1.50 $26.00 Source: NBF Estimates PATRICK KENNY 3 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 HYDRO ONE LTD. Background Hydro One Ltd. (Hydro One; H: TSX) is a holding company that owns a 100% interest in rateregulated Hydro One Inc. and non-rate-regulated Hydro One Telecom Inc. (see diagram below). Hydro One Inc. is the largest electricity transmission and distribution utility in Ontario and represents ~99% of Hydro One’s business. Prior to its IPO (initial public offering) on Nov. 5, 2015, Hydro One’s main subsidiary, Hydro One Inc., had been fully owned by the Province of Ontario since the reorganization of Ontario Hydro in 1998. HYDRO ONE CORPORATE STRUCTURE Source: Company Reports IPO of 15% stake at $20.50/sh Hydro One’s Nov. 5th IPO marked the sale of a 15% stake from the Province of Ontario, which raised gross proceeds of ~$1.8 billion at $20.50/share – implying a total equity value of $12 billion for Hydro One. Looking ahead, the Province of Ontario intends to reduce its overall interest in Hydro One over time to ~40% (from 85%), while being subject to a 180-day lock-up period following closing of the IPO (i.e., expiring May 3, 2016). Of note, prior to the sale of Hydro One Ltd. shares, Hydro One Brampton Networks Inc. was carved out of Hydro One Inc.’s distribution business, and is currently fully owned by the Province of Ontario. Hydro One Brampton Networks is a local distribution company with ~150,000 customers, representing ~10% of Hydro One’s distribution customer base. Is “Big Brother” watching? Despite the Province of Ontario maintaining a controlling interest, Hydro One will operate as an independent, commercially oriented public company with the ability for autonomous decision-making, albeit with certain caveats. In other words, the Province is to be considered an investor in Hydro One, not a manager. To maintain and support Hydro One’s presence in Ontario, the Ontario Electricity Act requires Hydro One’s head office and principle grid control centre to remain in Ontario – prohibiting any change to Hydro One’s jurisdiction of incorporation. As such, the Company is restricted from selling all or substantially all of its assets that are regulated by the Ontario Energy Board while no single stakeholder can own more than 10% of voting class securities in Hydro One, excluding the Province of Ontario who must maintain a minimum interest in the Company of at least 40%. On the governance front, Hydro One and the Province of Ontario signed the Governance Agreement which, among other things, allows Ontario to nominate 40% of the directors within the Board of Directors (comprised of 10-15 directors) that must be independent of the Company and the Province (excluding the CEO). Furthermore, the Province has agreed not to initiate fundamental changes to Hydro One; however, the Province is still entitled to vote on fundamental change matters. 4 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 New leadership Mr. Mayo Schmidt was appointed the President and CEO of Hydro One on Aug. 20, 2015. Prior to joining Hydro One, Mr. Schmidt served as President, CEO and director at Viterra Inc., a global food ingredients company, from January 2000 to December 2012, when it was acquired by Glencore International plc. During his tenure at Viterra, Mr. Schmidt transformed the regional agriculture and food business to a global leader, boosting the Company’s total enterprise value from under $200 million in 2000 to ~$7.5 billion. Mr. Michael Vels was appointed CFO of Hydro One on June 23, 2015. Prior to joining Hydro One, Mr. Vels served as CFO at Maple Leaf Foods Inc. from 2004 to 2014. During his tenure at Maple Leaf Foods Inc., Mr. Vels oversaw numerous M&A transactions, including ~$3 billion of divestitures. For more details on senior management and directors at Hydro One, please see Appendix I. Ontario electricity market Clearing the way for more competition In 1998, the Province of Ontario began to promote competition within its electricity market with the introduction of its Electricity Act, resulting in the split-up of Ontario Hydro, the Crown-owned corporation largely responsible for supplying Ontario with electricity generation, transmission and distribution, into five separate entities – most notably: 1) Hydro One Inc., the successor to its transmission and distribution businesses; 2) Ontario Power Generation Inc., the successor to its power generation business; and 3) The Independent Electricity System Operator (IESO), focused on electricity system dispatch (see diagram below). RESTRUCTURING OF ONTARIO HYDRO Ontario Hydro Hydro One (Transmission + Distribution) Ontario Power Generation (Generation) Independent Electricity System Operator (System Dispatch) Ontario Electrical Safety Association (Safety) Ontario Electricity Financial Corporation (Debt Retirement) Source: Ontario Energy Board Regulatory framework Ontario’s electricity market is overseen by three main regulatory authorities, as highlighted below: Ontario Energy Board (OEB) Established in 1960, the OEB is an independent and impartial public regulatory agency responsible for the regulation of natural gas and electric utilities in Ontario. As such, the OEB is responsible for, among other things, approving: 1) transmission and distribution rates; 2) construction, expansion or reinforcement of transmission lines greater than two kilometres in length; and 3) mergers, acquisitions, amalgamations and divestitures involving distributors and other entities which it licenses. Overall, the OEB sets its ROE based on a formula linked to long-term government bond yields and corporate spreads, creating a relatively stable and predictable rate. All else equal, compared to its Canadian peers in various Canadian jurisdictions, Hydro One’s five-year range of allowable ROEs have been relatively more stable with Transmission and Distribution ROEs ranging from 73 bps and 36 bps, respectively, versus the overall average of 81 bps – suggesting a relatively stable regulatory jurisdiction. Meanwhile, Hydro One’s allowable ROEs for Transmission and Distribution has averaged 9.33% and 9.59%, respectively, over the past five years versus the overall average of ~9% – suggesting a relatively PATRICK KENNY 5 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 attractive regulatory jurisdiction. Furthermore, Hydro One’s realized ROE has averaged ~12% over the past five years – largely reflecting higher weather-related peak demand within Transmission. For 2016e, we conservatively forecast a realized consolidated ROE of 9.85% versus the projected allowable ROEs of 9.19%. 9.36% 9.66% 11.18% 2014 9.19% 9.19% 9.85% 8.93% 9.66% 12.81% 8.50% 2013 12.00% 9.00% Hydro One 9.42% 9.66% 12.67% 16.00% 9.50% Distribution 2012 10.00% Transmission 9.66% 9.66% 11.85% Integrated Utility Distribution SEGMENT AND OVERALL REALIZED ROE ROE 20.00% 2011 5-yr Avg. 8.39% 9.85% 11.64% Transmission Overall Avg. 2010 5-yr Range 9.30% 9.30% 9.78% CANADIAN RATE-REGULATED ELECTRICITY ROE 8.00% 8.00% 4.00% EMA - NS Source: Company Reports 0.00% 2016e FTS - ON FTS - NF FTS - BC FTS - AB CU - AB HYO - ON CU - AB HYO - ON 7.50% 2015e ROE 10.50% Source: Company Reports Independent Electricity System Operator (IESO) The IESO is a not-for-profit Crown corporation created from the split-up of Ontario Hydro in 1998, and mandated to, among other things, manage the operation and reliability of Ontario’s bulk power system and oversee the wholesale electricity market by balancing the supply and demand of electricity in Ontario – ergo determining the price of electricity. IESO is governed by an independent board whose chair and directors are appointed by the Province of Ontario. In 2015, the IESO merged with Ontario Power Authority (OPA) and is now responsible for integrated medium and long-term power system planning in Ontario, including the procurement of new sources of electricity supply and transmission capacity. National Energy Board (NEB) Founded in 1959, the National Energy Board (NEB) is an independent federal agency responsible for regulating the Canadian energy industry under federal jurisdiction, including the construction and operation of international and interprovincial power lines deemed under federal jurisdiction. Hydro One owns and operates 11 active international power lines connecting Ontario’s grid with Michigan, Minnesota and New York. Overview of business operations The electricity industry value chain is comprised of four main businesses: 1) Generation: electricity production; 2) Transmission: long haul transportation of electricity; 3) Distribution: delivery of electricity to end users; and 4) Retailing: sale of electricity to consumers. Overall, Hydro One’s current operations are focused on Transmission and Distribution, representing over 99% of its overall business based on 2016e EBITDA, while the remainder of the Company is comprised of its non-rateregulated Telecom business. Below we highlight further details of each business unit. ELECTRICITY VALUE CHAIN HYDRO ONE - SEGEMENTED 2016E EBITDA Hydro One Inc. Generation Transmission Distribution Retailing • Nuclear • Hydro • Gas • Wind • High Voltage • Lower Voltage • Industrial • Residential • Commercial Source: NBF 6 Distribution 41% Transmission 59% Telecom 0% Source: NBF Estimates PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Transmission – the bread and butter Hydro One’s transmission business represents ~60% of 2016e EBITDA, and is comprised of ~291 transmission stations and ~29,000 km of high voltage lines that account for 96% of Ontario’s transmission network. The Transmission business also includes Hydro One’s 66% interest in B2M (Bruce-to-Milton) LP, a limited partnership between Hydro One and the Saugeen Ojibway Nation, which largely owns all the assets related to the Bruce-to-Milton transmission line. Electricity delivered over Hydro One’s transmission network is sourced from 116 generators across Ontario and delivers power to 48 local distribution companies (LDCs; including Hydro One’s distribution business) and 90 large industrial customers. Hydro One’s network, controlled from a central location north of Toronto, is connected to Manitoba, Michigan, Minnesota, New York and Québec, allowing for the import and export of electricity. HYDRO ONE TRANSMISSION MAP Source: Company Reports BRUCE-TO-MILTON TRANSMISSION MAP Source: Company Reports Transmission rates in Ontario are based on a cost-of-service model approved by the OEB. Hydro One typically files a rate application every two years for transmission rates, which cover the prospective two-year period. 1) In part one of the application process, all transmitters in Ontario apply for approval of their revenue requirements, which covers the transmitters’ costs of providing service and an allowed return on equity. Once approved, the revenue requirements generally cover the subsequent twoyear period with adjustments to occur in the second year to update for current cost of debt and return on equity. 2) Next, the OEB aggregates the revenue requirements of all transmitters in Ontario to arrive at a single uniform transmission rate. On Jan. 8, 2015, the OEB approved Hydro One’s 2015 to 2016 transmission rate order which calls for a revenue requirement of $1,477 million for 2015 and $1,516 million for 2016 – reflecting an approved rate base for 2015 of $9,651 million, ROE of 9.30% and an equity thickness of 40% (i.e., 60/40 debt/equity). Meanwhile, B2M LP filed its 2015 to 2017 rate order in March 2015, and expects a decision in Q4 2015. Overall, Hydro One’s transmission allowable ROE has averaged 9.33% over the past five years and has ranged from a low of 8.93% to a high of 9.66%. Transmission rates are based on monthly peak electricity demand forecast across Hydro One’s transmission network – below we highlight the historical five-year average monthly peak demand across Ontario, noting modest quarterly seasonality throughout a year. PATRICK KENNY 7 HYDRO ONE LTD.: INITIATING COVERAGE TRANSMISSION - 5-YR ALLOWED ROE & EQUITY ONTARIO - 5-YR AVERAGE MONTHLY PEAK DEMAND 2011 2012 2013 2014 2015 ROE 9.66% 9.42% 8.93% 9.36% 9.30% MW 35,000 Equity 40% 40% 40% 40% 40% 30,000 5-yr Avg. ROE NOVEMBER 16, 2015 Seasonality Q1: 25% Q2: 24% Q3: 27% Q4: 23% 25,000 9.33% 20,000 Source: Company Report 15,000 10,000 5,000 Dec. Nov. Oct. Sep. Jul. Aug. Jun. May Apr. Mar. Jan. Feb. 0 Note: For the period of 2010-2014. Source: IESO Of note, the projected allowable ROE for 2016 is 9.19% based on the OEB’s cost of capital parameter calculations and applying long-term bond yields and yield spreads as at September 2015. For 2017, we calculate a move back towards 9.30% based on our Economics & Strategy Group’s forecast. OEB - ALLOWABLE ROE CALCULATION 2016e 2017e 30-yr GCAN forecast (LCBF) 2.71 2.98 Initial ROE 9.75 9.75 (%) Change in LCBF Current 2.71 2.98 Base 4.25 4.25 Difference -1.54 -1.28 0.5 x Difference -0.77 -0.64 Change in A-rated Utility Bond Yield Spread Current Spread 1.83 1.83 Base A-rated Utility Spread 1.42 1.42 Difference 0.42 0.42 0.5 x Difference 0.21 0.21 9.19 9.32 Revised ROE Source: Company Reports, OEB, NBF Estimates Distribution The Distribution business represents ~40% of Hydro One’s 2016e EBITDA, and includes ~122,000 circuit kms of low-voltage distribution lines and ~1,000 distribution and regulating stations serving ~1.3 million residential and business customers, whom are mostly in rural areas, and 56 local distribution companies. Given that a large portion of Hydro One’s distribution system services rural areas of Ontario, costs to provide services are typically higher than other competing distributors who service urban areas. Furthermore, Hydro One’s distribution system is not designed to be interconnected in loops with other distribution lines, resulting in downstream disruptions when a portion of the distribution line is interrupted. As such, the Company must engage in significant vegetation management (i.e., trimming or removal of trees near distribution lines) in order to mitigate disruptions to its distribution system. HYDRO ONE DISTRIBUTION MAP Source: Company Reports 8 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Distribution rates in Ontario are set on a performance-based model approved by the OEB. The application process is similar to the transmission rate applications, although with key differences as highlighted below. 1) Distribution rate applications typically span five-year periods. 2) Revenue requirements are approved only for the first year, while subsequent years are determined by a formula that factors in inflation and certain productivity factors. 3) The utility is allowed to retain all or a portion of cost savings achieved in excess of those established by the regulatory – i.e., potential to earn above the set allowable ROE. On March 12, 2015, the OEB issued a decision on Hydro One’s distribution rates for 2015 to 2017 which calls for a revenue requirement of $1,326 million for 2015, $1,430 million for 2016 and $1,486 million for 2017 – reflecting an approved rate base for 2015 of $6,552 million, ROE of 9.30% and an equity thickness of 40%. However, the OEB did not consider Hydro One’s application to be sufficiently aligned with the objectives of the Renewed Regulatory Framework for Electricity Distributors: A Performance-Based Approach (October 2012) and therefore applied a cost-of-service methodology. That said, Hydro One anticipates that rates beyond 2017 (i.e., for the 2018 to 2022 timeframe) will be set under the performance-based model. Overall, Hydro One’s distribution ROE has averaged 9.59% over the past five years of allowable ROEs and has ranged from a low of 9.30% to a high of 9.66%. Of note, the projected allowable ROE for 2016 is 9.19% based on the OEB’s cost of capital parameter calculations (see calculation above). DISTRIBUTION - 5-YR ALLOWED ROE & EQUITY 2011 2012 2013 2014 2015 ROE 9.66% 9.66% 9.66% 9.66% 9.30% Equity 40% 40% 40% 40% 40% 5-yr Avg. ROE 9.59% Source: Company Report Telecom Representing less than 1% of the Company’s 2016e EBITDA, the Telecom segment is comprised of fibre-optics network assets that deliver telecommunications solutions to Hydro One, carriers, financial institutions, enterprises, public sector organizations, utilities and more. Unions & Labour agreements The majority (>90%) of Hydro One’s total workforce of ~8,800 are represented by unions that include: 1) Power Workers’ Union; 2) The Society of Energy Professionals; and 3) Canadian Union of Skilled Workers and construction building trade unions. Below we highlight each union and recent collective agreements. Power Workers’ Union The Power Workers’ Union (PWU) represents the majority of Hydro One’s workforce with ~5,400 employees under its umbrella. On April 14, 2015, Hydro One and the PWU reached an agreement for a renewal of their collective agreement that covers a three-year period (April 1, 2015 to March 31, 2018) – providing an average annual wage increase of 1%, largely offset by an increase in annual employee pension contributions (i.e., moving to or close to 50/50 contributions from employer/employee). PATRICK KENNY 9 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 The Society of Energy Professionals The Society of Energy Professionals (SEP) represents ~1,500 of Hydro One’s workforce that are professional and first-level supervisory staff. On July 24, 2015, Hydro One and the SEP reached an agreement for an early renewal of their collective agreement that covers a three-year period (April 1, 2016 to March 31, 2019) – providing an average annual wage increase of 0.5%, largely offset by an increase in annual employee pension contributions (i.e., moving to or close to 50/50 contributions from employer/employee). Canadian Union of Skilled Workers and construction building trade unions The Canadian Union of Skilled Workers and construction building trade unions represents ~1,400 of Hydro One’s workforce. On July 28, 2015, Hydro One and the Canadian Union of Skilled Workers reached an agreement for a renewal of their collective agreement that covers a three-year period (May 1, 2014 to April 30, 2017) – the agreement was ratified by the board of directors of Hydro One, but remains subject to ratification by the Canadian Union of Skilled Workers. Elsewhere, negotiations and ratifications for the renewal of various collective agreements with various construction building trade unions have commenced and are ongoing. Growth outlook Self-funding ~$7.7 billion capex program underpins ~4% rate base CAGR through 2019 Hydro One is undertaking a five-year capital investment program of $7.7 billion with annual investments averaging ~$1.5 billion per year through 2019 – all self-funding (i.e., no external equity needed), underpinning 4% annual organic growth in the Company’s rate base through 2019 to $20.1 billion from 2014 levels of $16.3 billion. Of note, $4.3 billion (56%) of capital investments are earmarked for the Transmission business, with the remaining $3.4 billion (44%) targeting the Distribution business. 5-YR SEGMENTED CAPEX PROGRAM RATE BASE GROWTH FORECAST 19 19 16 18 15 17 14 2013 2014 2015e 2016e 2017e 2018e 2009-2014 CAGR: 7% 12 12 13 2009 2010 2011 682 15 20 5-yr CAGR: 4% 25 20 832 839 848 866 10 899 700 5 Source: Company Reports 2019e 2018e 2017e 2016e 0 2015e 0 2019e 350 $bln 30 2012 1,514 1,517 Distribution 678 1,535 1,522 674 1,050 669 1,400 1,564 1,750 Transmission 665 $mln 2,100 Source: Company Reports, NBF Estimates Aging infrastructure hungry for sustaining capital With a large portion of Hydro One’s transmission and distribution assets built in the 1960s and 1970s (or earlier), the Company expects to continue making large investments in its sustaining capex program. Overall, total sustaining capital expenditures through 2019 are expected to be $4.8 billion, representing ~60% of the total $7.7 billion of capital investments, and ~115% of the total $4.1 billion of depreciation expense over the same timeframe. With all capital expenditures included in rate base, we classify “excess” sustaining capital over and above depreciation as “growth” capital as it is additive to the rate base while involving less regulatory and execution risk compared to the growth capital program. Of note, our “maintenance” capex assumptions track the Company’s depreciation expense (expenditures required to keep rate base flat). Longer term, we call for a sustaining capex run-rate of ~20% above depreciation expense. 10 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE 978 892 1,022 858 955 891 19 Source: Company Reports, NBF Estimates 2019e 2018e 2017e 2015e 2019e 2018e 2017e 2016e 0 2015e 250 15 2014a 16 2016e 500 16 17 Depreciation 750 17 18 1,250 1,000 18 19 794 19 20 Sustaining Capex 905 Depreciation 759 Capex 20 Rate Base 5-YR SUSTAINING CAPEX VS DEPRECIATION $mln 1,500 826 RATE BASE GROWTH FORECAST $bln 21 NOVEMBER 16, 2015 Source: Company Reports Organic growth On the organic growth front, Hydro One expects to invest $2.0 billion over the five-year period towards development projects within its Transmission and Distribution businesses – additions to existing assets and large-scale projects such as new transmission lines and transmission stations – as well as ~$0.9 billion of investments in other projects (IT / operational efficiencies; all included in rate base). In the following figure, we highlight Hydro One’s five-year growth capex program and current slate of major transmission projects. Capex 2016 $123-mln Guelph Area Transmission Transmission Line 2016 $103-mln Refurbishment Upgrade Manby Transmission Station Transmission Station 2016 $24-mln 2018/2019 $297-mln 2018 TBD early-2020 TBD Toronto Midtown Transmission 495 174 567 186 379 2019e 2018e 2017e 2016e 2015e Upgrade Clarington Transmission Station 0 Source: Company Reports Type Reinforcement 321 150 444 300 470 450 Project Other Growth 381 659 644 200 600 189 750 In-service New Transmission Line 536 T&D Growth 900 HYDRO ONE - MAJOR TRANSMISSION PROJECTS 157 5-YR GROWTH CAPEX PROGRAM $mln New Transmission Station Supply to Essex County New Transmission Line Transmission Reinforcement and Station Northwest Bulk Transmission New Transmission Line Line Source: Company Reports Looking further out, Ontario’s peak electricity demand is forecasted to grow to ~30,000 MW by 2032e, a 1.5% CAGR from 2014 peak demand of 22,774 MW. The 1.5% CAGR is below the longterm real GDP forecast for Ontario of 2.1%, reflecting energy conservation initiatives such as the implementation of smart metre and smart grid technologies – i.e., providing customers with information about their electricity usage to enable them to change their consumption patterns and reduce their costs. Based on a four-year historical reserve margin (capacity less peak demand over peak demand) of ~45% we estimate the need for ~43,000 MW of installed generation capacity by 2032, representing incremental generation capacity of ~8,000 MW from current capacity of ~35,000 MW. This is in line with Ontario’s latest Long-Term Energy Plan (LTEP), which calls for an increase in renewable generation capacity to ~20,000 MW by 2025 versus current renewable capacity of ~12,000 MW. Generation growth will support upgrades and new connections to Hydro One’s Transmission and Distribution networks. PATRICK KENNY 11 HYDRO ONE LTD.: INITIATING COVERAGE ONTARIO PEAK DEMAND ELECTRICITY FORECAST Peak Demand ONTARIO INSTALLED GENERATION CAPACITY Hydro 8,462 MW 24% Reserve Margin Wind 3,209 MW 9% Biofuel 455 MW 1% Solar 140 MW 1% Gas 9,920 MW 28% Nuclear 12,978 MW 37% 2011 2012 2013 2014 2015e 2016e 2017e 2018e 2019e 2020e 2021e 2022e 2023e 2024e 2025e 2026e 2027e 2028e 2029e 2030e 2031e 2032e MW 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 NOVEMBER 16, 2015 Note: Assumes forward reserve margin of 45% (based on 4-yr historical avg.). Note: As of August 14, 2015. Source: IESO, NBF Estimates Source: IESO ONTARIO'S LONG-TERM ECONOMIC OUTLOOK Actual Forecast 1982-2013 2014-2017 2018-2022 2023-2027 2028-2032 2033-2035 2014-2035 Nominal GDP 5.3% 4.2% 4.1% 3.8% 4.0% 4.1% 4.0% Real GDP 2.6% 2.5% 2.1% 1.9% 2.1% 2.1% 2.1% CPI 3.0% 1.9% 2.0% 2.0% 2.0% 2.0% 2.0% Source: Ontario's Long-term Report on the Economy (2014). ONTARIO'S LONG-TERM POPULATION GROWTH OUTLOOK Source: Ontario's Long-term Report on the Economy (2014). Elsewhere, Ontario’s LTEP has made connecting remote northwestern First Nation communities to the grid a priority for Ontario – creating further opportunities for Hydro One to expand its Transmission and Distribution footprint. Overall, the province identified ~25 remote First Nation communities in the northwest region that are not connected to the grid and currently draw electricity from on-site diesel fuel generators. KEY AREAS AND PROJECTS IN NORTHWESTERN ONTARIO Source: Ontario's 2013 Long Term Energy Plan 12 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 M&A upside: LDC consolidation opportunities Ontario currently has ~70 local distribution companies (LDCs) that are mostly owned or jointly owned by municipalities. To improve competition, operational efficiencies, as well as access to private sector capital the Province is promoting the consolidation of LDCs across Ontario, by reducing the transfer tax rate over the next three years to 22% (from 33%), while exempting transfer taxes and capital gains portion of the departure tax for acquired LDCs with less than 30,000 customers. Year-todate, Hydro One completed the acquisition of Haldimand County Hydro (~21k customers) and Woodstock Hydro Services Inc. (~16k customers) at an average EV/2014 EBITDA of ~11.5x (see table below). HYDRO ONE PRECEDENT LCD M&A TRANSACTIONS Takeout Target Date Price '14 EBITDA EV/EBITDA Norfolk Power Distr. 24-Aug-14 $ 93 $ 5 19.5x Haldimand County Hydro 30-Jun-15 $ 75 $ 6 11.75x Woodstock Hydro Serv. 31-Oct-15 $ 46 $ 4 Average 11.0x 14.0x Note: Values in mlns. Source: Company Reports In total, we highlight ~40 LDCs remaining in Ontario with less than 30,000 customers and generating an aggregate 2014 EBITDA of ~$100 million (see Appendix II & III for a map and list of all LDCs in Ontario). As such, based on an ~11.5x EV/2014 EBITDA transaction multiple, we highlight over $1 billion of near-term M&A opportunities for Hydro One related to the consolidation of “small” LDCs in Ontario – representing ~$1/sh (~5%) of unrisked upside to our base valuation. Meanwhile, the ~30 LDCs with greater than 30,000 customers represent 2014 EBITDA of ~$950 million, or ~$9 billion of M&A potential based on an after-transfer tax equivalent price tag of 9.5x, representing a further ~$8/sh (~30%) unrisked upside to our valuation. LDC CONSOLIDATION OPPORTUNITIES IN ONTARIO LDCs with less than 30,000 customers Aggregate EBITDA(1) LDCs with more than 30,000 customers 103 Precedent EV/EBITDA transactions 11.5x Implied M&A opportunities (pre-tax) 1,183 Transfer tax rate 0% Implied M&A opportunities 1,183 Aggregate EBITDA(1) 969 Equivalent after-transfer tax EV/EBITDA(2) 9.5x Implied M&A opportunities (pre-tax) Transfer tax rate 9,206 22% Implied M&A opportunities 11,232 Note: Values in $mln. (1) Based on 2014 EBITDA. (2) Equivalent after-transfer tax multiple to maintain ~11.5x EBITDA economics after a 22% transfer tax. Source: Company Reports, NBF Estimates, OEB LDC'S WITH <30K CUSTOMERS - M&A DCF SENSITIVITY LDC'S WITH >30K CUSTOMERS - M&A DCF SENSITIVITY Transaction Value 250 500 750 1,000 1,250 10.5x $0.25 $0.50 $0.75 $1.00 $1.25 11.0x $0.25 $0.50 $0.50 $0.75 $1.00 11.5x $0.25 $0.25 $0.50 $0.75 $1.00 12.0x $0.25 $0.25 $0.50 $0.75 $0.75 12.5x $0.25 $0.25 $0.50 $0.50 $0.75 Source: NBF Estimates EV/EBITDA Transaction EV/EBITDA Transaction Transaction Value ($mln) (1) ($mln) 7,000 8,000 9,000 10,000 11,000 8.5x $6.50 $7.50 $8.50 $9.50 $10.25 9.0x $5.75 $6.50 $7.25 $8.25 $9.00 9.5x $5.00 $5.75 $6.25 $7.00 $7.75 10.0x $4.25 $4.75 $5.50 $6.00 $6.75 10.5x $3.50 $4.00 $4.50 $5.00 $5.75 (1) Includes 22% transfer tax. Source: NBF Estimates PATRICK KENNY 13 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Financial profile For 2016, we forecast EPS (FD) and AFFO/sh (FD) of $1.18 and $1.46 on EBITDA of $2,056 million, reflecting modest growth over 2015e levels owing to rate base growth, partially offset by a reduced allowable ROE on both the Transmission and Distribution business (9.19% versus 9.30%). Based on an initial quarterly dividend of $0.21/sh ($0.84/sh annualized), we estimate a 2016e AFFO payout ratio of 57% (group avg.: 48%) and an earnings payout ratio of 71% (group avg.: 89%), sitting at the low end of the Company’s target range of 70-80%. On the leverage front, we forecast 2016e Net Debt/EBITDA of 5.1x versus low-payout peers at 6.0x. HYDRO ONE LTD. - FINANCIAL PROFILE Market Capitalization 2013 Stockt Price 2014 n/a 2015e n/a 2016e $22.03 HYDRO ONE LTD. STOCK CHART 2017e $22.03 2018e $22.03 2019e $22.03 2020e $22.03 $22.03 $/sh $22.50 Vol. (mln) 35 28 595 13,108 13,108 $21.50 21 8,240 8,638 9,829 10,262 10,644 10,976 11,258 11,547 $21.00 14 323 323 323 323 323 323 323 323 $20.50 7 $20.00 0 Net Debt Preferred Equity NCI Enterprise Value Financial Information - 71 71 71 71 71 71 71 n/a n/a 23,331 23,764 24,146 24,478 24,760 25,049 2013 2014 2015e 2016e 2017e 2018e 2019e 2020e Adj. EBITDA by Segment Transmission Distribution 1,154 1,194 1,150 1,230 1,250 1,290 1,330 792 742 822 827 872 903 937 2 1 - - - - - 1,948 1,937 2,056 2,121 2,192 2,267 2,326 Telecom Adj. EBITDA (2) 1,970 (722) (759) (378) (397) (415) (432) (433) (433) (431) (457) Taxes (109) (89) (123) (125) (129) (135) (142) (147) - Realized ROE Adj. EBITDA Interest(1) Cash Taxes 2 729 762 798 826 9.8% 9.9% 10.1% 10.1% 1,948 1,937 1,970 2,056 2,121 2,192 2,267 2,326 (378) (397) (415) (432) (433) (433) (431) (457) (111) (79) (93) (19) (19) (20) (21) (22) 2 (5) (4) (4) (4) (4) (4) 21 - - - - - 1,477 1,602 1,665 1,735 1,811 1,843 (168) 1,295 (627) (687) (699) (732) (764) (807) (818) 748 608 778 870 901 928 993 1,018 200 270 100 500 525 551 579 608 - 66 58 - - - - - Acquisitions 760 Equity Issued 838 866 803 758 710 696 (825) - - - - - - - 8,800 9,991 10,424 10,805 11,138 11,419 11,709 4.3x 4.5x 5.1x 5.1x 5.1x 5.1x 5.0x 5.0x 4.7x 4.3x 4.6x 4.8x 4.9x 5.1x 5.3x 5.1x D/Cap 54% 53% 57% 58% 58% 58% 58% 2013 Ending Net Debt 2014 2015e 2016e 2017e 2018e 2019e 58% 2020e $13.85 $14.52 $16.52 $17.25 $17.89 $18.45 $18.92 $19.41 EBITDA $3.27 $3.26 $3.31 $3.46 $3.57 $3.68 $3.81 $3.91 EPS - FD $1.32 $1.23 $1.12 $1.18 $1.23 $1.28 $1.34 $1.39 FFO - FD AFFO - FD(2) $2.31 $2.18 $1.26 $1.02 $1.31 $1.46 $1.52 $1.56 $1.67 $1.71 Dividends FFO Payout Ratio (4) $0.34 $0.45 $0.17 $0.84 $0.88 $0.93 $0.97 $1.02 15% 21% 7% 31% 32% 32% 32% 33% AFFO Payout Ratio (4) Earnings Payout Ratio (4) Trading Metrics P/E(5) P/CF(5) P/AFFO (2)(5) EV/EBITDA(5) 27% 25% 2013 44% 37% 2014 $2.48 $2.69 13% 57% 15% 2015e 71% 2016e $2.80 58% 72% 2017e $2.92 59% 72% 2018e $3.04 58% 72% 2019e $3.10 Telecom 0% Transmission 60% Source: NBF Estimates 2016E ENTERPRISE STRUCTURE NCI 0% Market Capitalization 55% Preferred Equity 2% Net Debt 43% Source: NBF Estimates 2016E CASH FLOW RISK PROFILE Margin based 0% 60% 74% 2020e n/a n/a 19.6x 18.7x 18.0x 17.2x 16.4x n/a n/a 8.9x 8.2x 7.9x 7.6x 7.2x 7.1x n/a n/a 16.8x 15.1x 14.5x 14.1x 13.2x 12.9x n/a n/a 11.8x 11.6x 11.4x 11.2x 10.9x 10.8x 15.9x EV/Free-EBITDA(2)(5) n/a n/a 18.4x 17.9x 17.8x 17.7x 17.1x 16.7x Dividend Yield n/a n/a 0.8% 3.8% 4.0% 4.2% 4.4% 4.6% (1) Includes preferred equity dividends. 2016E EBITDA BY SEGMENT Distribution 40% 700 8,402 CF/Interest (3) Per Share Source: Bloomberg (4) 702 9.9% 1,375 Growth Capex (4) 667 9.8% (84) Ending Net Debt (incl. 50% pref.) Net Debt/EBITDA (3) (4) 731 11.2% Other Dividends (4) (892) 785 - FFO (4) (892) 12.8% NCI Maintenance Capex (2) AFFO (5) (858) 956 (676) NCI (826) 1,370 Depreciation & Amortization Interest(1) Adj. Net Earnings (794) 11-Nov-15 595 13,108 10-Nov-15 595 13,108 9-Nov-15 595 13,108 8-Nov-15 595 13,108 7-Nov-15 595 n/a 6-Nov-15 595 n/a 5-Nov-15 595 Market Capitalization 4-Nov-15 Shares Outstanding - FD $22.00 Cost-of-service 100% Source: NBF Estimates (2) AFFO = FFO less Maintenance capex; Free-EBITDA = EBITDA less Maintenance capex. (3) Preferred equity treated as 50% debt. (4) FFO payout ratio = Total dividends / FFO; AFFO payout ratio = Total dividends / AFFO; Earnings payout ratio = Total dividends / Net earnings. (5) Based on 12-month trailing figures. Source: Company Reports, NBF Estimates 14 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Cash flow risk profile With over 99% of Hydro One’s cash flows under rate regulation (i.e., cost-of-service) we forecast a group low cash flow risk profile of 1.0 – based on a weighted-average calculation of 2016e operating margin multiplied by risk profile, i.e., cost-of-service = 1; fee-for-service = 2; margin-based = 3; and commodity-based = 4. CASH FLOW RISK PROFILE(1) Low RISK High 1 2 3 4 Cost-of-Service Fee-for-Service Margin-Based CommodityBased Weighted-average Risk Profile High Payout VNR 93% 7% 0% 0% 1.1 VSN 72% 18% 0% 10% 1.5 IPL 58% 37% 0% 5% 1.5 TWM 60% 26% 15% 0% 1.5 ENF 39% 61% 0% 0% 1.6 ALA 34% 62% 0% 5% 1.8 GEI 17% 54% 20% 9% 2.2 KEY 0% 75% 15% 10% 2.3 Average 53% 38% 5% 4% 1.7 Low Payout H 100% 0% 0% 0% 1.0 FTS 96% 4% 0% 0% 1.0 EMA 92% 0% 0% 8% 1.2 CU 83% 12% 0% 5% 1.3 ACO 80% 15% 0% 5% 1.3 ENB 57% 39% 0% 4% 1.5 TRP 59% 33% 0% 8% 1.6 TA 0% 75% 0% 25% 2.5 CPX 0% 52% 0% 48% 3.0 Average 47% 38% 0% 16% 1.6 (1) Represents percentage of 2016e operating margins or earnings. Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates RELATIVE CASH FLOW RISK RANKING Cash Flow Risk Profile 4.00 3.50 Low Payout: High Payout: Highest Risk Lowest Risk 3.00 2.50 2.00 Average: 1.6 1.50 1.00 0.50 CPX TA GEI KEY ALA ENF TRP TWM IPL ENB VSN ACO CU EMA VNR H FTS 0.00 Note: Based on a weighted average calculation of margins multiplied by risk profile; i.e., cost-of-service = 1, fee-for-service = 2, margin-based = 3 and commodity-based = 4. NBF Research restricted on CUS, PPL, and SPB. Source: NBF Estimates PATRICK KENNY 15 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Capital structure For 2016, we forecast a capital structure of 57% debt, 41% equity and 2% preferred equity versus Ontario’s rate-regulated deemed capital structure of 60% debt and 40% equity. As such, we highlight Hydro One’s balance sheet capacity for ~$1 billion of incremental debt to align its capital structure with the rate-regulated regime. Meanwhile, with preferred shares representing just 2% of the Company’s capital structure versus an estimated 15% maximum under the ‘A’ credit rating model, we note the potential for Hydro One to issue up to $2.3 billion of preferred shares to partially fund future organic growth and M&A opportunities, reducing the need for additional common equity to partially fund future growth. 2016E CAPITAL STRUCTURE CREDIT RATINGS Rating agency Preferred Equity 2% Equity 41% Rating Outlook A (high) Under review Moody's A2 Negative S&P A Stable DBRS Source: Company Reports Net Debt 57% Source: NBF Estimates Liquidity analysis We forecast ample cash available through 2017 of ~$1.8 billion to fully fund its capital expenditure program as well as the retirement of ~$1 billion of debt maturing by mid-2016, while maintaining a D/Cap ratio below 60%. 213 870 901 224 803 758 6,000 (12) 67 143 25 500 525 (37) (433) (382) Q4 2015e Available credit facilities 2016e 3,000 2017e 70 2,583 2,150 2,000 2,550 n/a n/a Equity + DRIP - - - 1,000 Preferred equity - - - - Free cash flows (net of dividends) Liquidity position Debt metrics D/Cap(2) (37) 2,583 Target <75% Q4 2015e 57% (433) 2,150 2016e (382) 1 2 1,769 2017e 58% 58% D/EBITDA(2) n/a 5.1x 5.1x 5.1x FFO/D(2) n/a 15% 15% 15% 600 Available cash resources Opening cash balance(1) 4,000 650 Free cash flow (net of dividends) 5,000 978 Less dividends 600 Free cash flow 2017e 50 Less growth capex 2016e 1,016 Adjusted funds from operations DEBT MATURITY SCHEDULE $mlns 7,000 Q4 2015e 5,395 LIQUIDITY ANALYSIS Values in $mlns 3 4 5 Years to Maturity(1) 6-10 10+ (1) As at June 30, 2015. Source: Company Reports (1) As at June 30, 2015; net of $200 mln departure tax, $800 mln payment to the Province of Ontario, and $800 mln debt recapitalization. (2) Preferred equity treated as 50% debt. Source: Company Reports 16 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Dividend policy Hydro One established a quarterly dividend of $0.21/share ($0.84/sh annualized) commencing Q1 2016, while targeting an earnings payout ratio of 70% to 80%. Overall, we forecast annual dividend growth of ~5% through 2019e versus the Utility peer average of 7%. Hydro One also adopted a Dividend Reinvestment Plan (DRIP) at a 0% discount; however, shares will not be issued from treasury, but rather repurchased by Hydro One on the open market. UTILITIES - 5-YR DIVIDEND GROWTH RATE 10% 12% 10% 14% Avg.: 7% 6% 8% 10% 6% 4% 5% 8% 4% 2% VNR H FTS EMA ACO'X CU 0% Source: NBF Estimates Valuation summary Our valuation methodology is based on a cash flow approach that focuses on underlying fundamentals of the individual businesses within our Energy Infrastructure group – i.e., discounted cash flow (DCF) valuation and EV/Free-EBITDA methodologies. Meanwhile, to maintain an honest check on whether or not the current yield fairly compensates income-based investors, we include the dividend discount model (DDM) valuation to round out our equally weighted three-pronged valuation. Cost of equity assumption Our cost of equity assumption begins with our long-term outlook for the 10-year Government of Canada (GOC) bond rate of 3.0% plus our long-term credit spread assumption of 2.0% (i.e., ‘A’ bond yield spread to 10-year GOC bond rates), as well as an equity risk premium – largely premised on three attributes, including: 1) cash flow risk profile; 2) leverage; and 3) yield safety. On a relative cash flow risk basis we rank Hydro One first out of our coverage universe with over 99% of cash flows under cost-of-service. 2016E CASH FLOW RISK RANKING 3.5 High-payout: Low-payout: 3.0 2.5 2.0 Avg.: 1.6 1.5 1.0 0.5 TA CPX KEY GEI ALA ENF TRP TWM IPL ENB VSN CU ACO EMA VNR H FTS 0.0 Note: Based on weighted average calculation of margins multiplied by risk profile; i.e., cost-of-service = 1, fee-for-service = 2, margin-based = 3, and commodity-based = 4; NBF Research restricted on CUS, PPL, and SPB. Source: NBF Estimates PATRICK KENNY 17 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 On the leverage front, Hydro One ranks 9th in our coverage space with a 2016e Net Debt/EBITDA of 5.1x versus the average of 4.8x. 2016E NET DEBT/EBITDA High-payout: Low-payout: 8.0x 6.0x Avg.: 4.8x 4.0x 2.0x ENB EMA FTS TRP TA ALA IPL H CU ENF VSN CPX VNR GEI ACO KEY TWM 0.0x Note: EMA estimates pro forma major acquisition; NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Lastly, with dividend payments continuing to represent the sector’s main attraction (over and above growth), we expect yield-oriented investors to pay a premium valuation for companies with rock solid dividends (i.e., lowest payout ratios). As highlighted below, Hydro One ranks 10th in terms of lowest 2016e AFFO payout ratio at 57%, largely in line with the group average of 56% (low-payout avg.: 48%). 2016E AFFO PAYOUT RATIO (1) High-payout: Low-payout: 120% 100% 80% 60% Avg.: 56% 40% 20% VSN VNR IPL GEI ENF ALA EMA H CPX ENB FTS TA KEY TRP CU ACO TWM 0% (1) AFFO payout ratio = Total dividends / (FFO - Maintenance capex) Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Overall, we apply a group-low cost of equity assumption of 7.0% (group avg.: 8.2%) – with the ~120 basis point premium largely reflecting the Company’s high-quality cash flow streams (i.e., over 99% cost-of-service). COST OF EQUITY High-payout: Low-payout: 12.00% 10.00% Avg.: 8.2% 8.00% 6.00% 4.00% 2.00% TA TWM GEI CPX KEY VSN TRP ACO IPL ALA ENF ENB CU EMA VNR FTS H 0.00% Note: NBF Research restricted on CUS, PPL, and SPB. Source: NBF Estimates 18 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Discounted cash flow (DCF) valuation approach Using the DCF approach, we discount future unlevered free cash flows using our long-term after-tax weighted-average cost of capital estimate (AT-WACC). Overall, the DCF approach allows us to more accurately capture varying cash flow profiles provided within each business segment that may be growing, remaining flat or perhaps declining. Relative to the group, we estimate an AT-WACC of 5.0% for Hydro One – based on our cost of equity assumption of 7.0% and the Company’s long-term capital structure of 40% equity and 60% debt – which is below the group average of 6.1% and ranks the lowest cost of capital in our coverage universe. HYDRO ONE - DISCOUNTED CASH FLOW VALUATION 2,121 2,192 2019e 2020e 2,267 (19) (19) (20) (21) (22) Maint. Capex (732) (764) (807) (818) (825) Growth Capex (803) (758) (710) (696) - Unlevered FCF 502 580 655 732 1,479 526 566 603 1,159 8.0% 4.0% FY S/O (FD) 595.0 DCF/sh GEI TWM TA CPX KEY ALA VSN IPL TRP 10,223 14,927 ENF FY Ending Net Debt Equity Value VNR 0.0% 25,151 (1) ENB NPV 2.0% 21,818 H 479 Avg.: 6.1% 6.0% 5.0% Present Value High-payout: Low-payout: 10.0% 2,326 Cash Taxes AT-WACC WEIGHTED AVERAGE COST OF CAPITAL Terminal ACO 2,056 2018e CU EBITDA 2017e EMA 2016e FTS ($mlns) Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates $25.00 (1) Includes preferred equity and NCI. Source: NBF Estimates EV/Free-EBITDA valuation approach Our Free-EBITDA valuation approach uses a multiple of future EBITDA, less maintenance capex (capital expenditures required to maintain current assets in working order). Our estimated multiple is a function of future growth rates and cost of capital (i.e., inverse of pre-tax WACC above, adjusted for growth rate). As shown below, our Free-EBITDA valuation multiple of 18.5x (currently trading at 17.6x) sits above the group average of 14.7x (currently at 13.2x) and ranks the highest among our coverage list – partly a function of the Company’s attractive tax attributes – i.e., nominal cash taxes payable for an estimated 12 years owing to the $1.2 billion deferred tax asset arising from Hydro One leaving the PILs regime (Payment in Lieu) and entering the corporate tax regime. HYDRO ONE - EV/FREE-EBITDA VALUATION (1) Includes preferred equity and NCI. Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Source: NBF Estimates TA TWM CPX GEI 0.0x TRP 595 $24.00 VSN Valuation/sh 4.0x CU 14,271 ACO Equity Value 8.0x KEY 10,223 EMA 24,494 FY Ending Net Debt(1) ALA Enterprise Value 12.0x FTS 18.5x Avg.: 14.7x IPL EV/Free-EBITDA Multiple 16.0x VNR 1,324 FY S/O - FD PATRICK KENNY (732) Free-EBITDA High-payout: Low-payout: ENB Maintenance Capex 2,056 H 2016e EBITDA FREE-EBITDA MULTIPLE 20.0x ENF $mlns 19 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Dividend discount model (DDM) valuation approach Our DDM valuation capitalizes Hydro One’s dividend rate of $0.84 per annum, discounted at our riskadjusted yield of 3.5%, below the group average of 4.3% owing to the Company’s relative cost of equity, partially offset by a slightly lower dividend growth rate forecast relative to peers. HYDRO ONE - DIVIDEND DISCOUNT MODEL VALUATION 2016e DPS 2017e $0.84 Risk-adjusted Yield $0.88 3.5% Present Value $0.81 Valuation/sh 2018e $0.93 3.5% 3.5% $0.82 $0.82 2019e 2020e $0.97 RISK-ADJUSTED DIVIDEND YIELD Terminal $1.02 3.5% 8.0% 3.5% $0.83 High-payout: Low-payout: 10.0% $0.84 6.0% $20.47 $24.50 Avg.: 4.3% 4.0% Source: NBF Estimates 2.0% TA VSN CPX VNR IPL ENF GEI ALA TRP H EMA FTS CU ENB KEY ACO TWM 0.0% Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Risked upside Starting with our “blue sky” valuation accretion for a full consolidation of all Ontario LDCs we highlight unrisked valuation upside of ~$9/share – which is based on over $1 billion of small LDC (i.e., <30,000 customers) M&A opportunities, representing ~$1/share of unrisked upside, and over $11 billion (~$9 billion excluding transfer tax) of large LDC (i.e., >30,000 customers) M&A opportunities, representing ~$8/share of unrisked upside (see bottom two tables). Meanwhile, assuming Hydro One captures one-third market share of the LDC consolidation opportunity, highlighting net unrisked upside of ~$3/share. Finally, we conservatively risk Hydro One’s net unrisked upside by 50%, resulting in risked valuation upside of $1.50/share. RISKED UPSIDE CALCULATION $/sh Unrisked small LDC M&A upside (<30k) $1.00 Unrisked large LDC M&A upside (>30k) $7.75 Total unrisked LDC M&A upside $8.75 Hydro One's participation in LDC consolidation 33% (1) Hydro One's net unrisked upside $3.00 NBF risk-weighting 50% Risked upside $1.50 (1) Rounded to nearest $0.25. Source: NBF Estimates LDC CONSOLIDATION OPPORTUNITIES IN ONTARIO LDCs with less than 30,000 customers Aggregate EBITDA(1) LDCs with more than 30,000 customers 103 Precedent EV/EBITDA transactions 11.5x Implied M&A opportunities (pre-tax) 1,183 Transfer tax rate 0% Implied M&A opportunities 1,183 Aggregate EBITDA(1) 969 Equivalent after-transfer tax EV/EBITDA(2) 9.5x Implied M&A opportunities (pre-tax) 9,206 Transfer tax rate 22% Implied M&A opportunities 11,232 Note: Values in $mln. (1) Based on 2014 EBITDA. (2) Equivalent after-transfer tax multiple to maintain ~11.5x EBITDA economics after a 22% transfer tax. Source: Company Reports, NBF Estimates, OEB LDC'S WITH <30K CUSTOMERS - M&A DCF SENSITIVITY LDC'S WITH >30K CUSTOMERS - M&A DCF SENSITIVITY Transaction Value 250 500 750 1,000 1,250 10.5x $0.25 $0.50 $0.75 $1.00 $1.25 11.0x $0.25 $0.50 $0.50 $0.75 $1.00 11.5x $0.25 $0.25 $0.50 $0.75 $1.00 12.0x $0.25 $0.25 $0.50 $0.75 $0.75 12.5x $0.25 $0.25 $0.50 $0.50 $0.75 Source: NBF Estimates EV/EBITDA Transaction EV/EBITDA Transaction Transaction Value ($mln) (1) ($mln) 7,000 8,000 9,000 10,000 11,000 8.5x $6.50 $7.50 $8.50 $9.50 $10.25 9.0x $5.75 $6.50 $7.25 $8.25 $9.00 9.5x $5.00 $5.75 $6.25 $7.00 $7.75 10.0x $4.25 $4.75 $5.50 $6.00 $6.75 10.5x $3.50 $4.00 $4.50 $5.00 $5.75 (1) Includes 22% transfer tax. Source: NBF Estimates 20 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 Initiating coverage with a $26.00 target Based on our equally-weighted, three-pronged valuation approach and risked upside M&A potential, we are initiating coverage on Hydro One with a $26.00 target, based on a riskadjusted dividend yield of 3.5% applied to our 2016e dividend of $0.84/share, an 18.5x multiple of our 2016e Free-EBITDA of $1.3 billion, our discounted cash flow per share valuation of $24.50 and 50% risked M&A upside potential of $1.50/share. VALUATION SUMMARY Methodology Metric Valuation DDM 3.5% $24.50 EV/Free-EBITDA 18.5x $24.00 DCF Model 5.00% $25.00 Equally Weighted Avg. $24.50 Risked upside 50% $1.50 Risked Target $26.00 Source: NBF Estimates Investment stance – crown jewel utility + consolidation upside With a group-low cash flow risk profile (>99% rate-regulated) and “A” credit ratings, we assign a group-high valuation multiple of 18.5x EV/Free-EBITDA (5.0% WACC) versus the group at 14.7x (6.1% WACC). WEIGHTED AVERAGE COST OF CAPITAL FREE-EBITDA MULTIPLE High-payout: Low-payout: High-payout: Low-payout: 20.0x Avg.: 14.7x 16.0x 8.0% Avg.: 6.1% Note: NBF Research restricted on CUS, PPL and SPB. Note: NBF Research restricted on CUS, PPL and SPB. Source: NBF Estimates Source: NBF Estimates TA TWM GEI TRP VSN CU ACO KEY ALA EMA FTS IPL VNR H GEI TWM TA CPX KEY ALA VSN TRP IPL ENF VNR ENB ACO 0.0x CU 4.0x 0.0% EMA 2.0% H 8.0x FTS 4.0% ENB 12.0x ENF 6.0% CPX 10.0% Meanwhile, Ontario is promoting the consolidation of LDCs (local distribution companies) by reducing the transfer tax rate over the next three years to 22% (from 33%), while exempting transfer taxes and capital gains portion of the departure tax for acquired LDCs with less than 30,000 customers. In total, we highlight ~70 LDCs in Ontario, generating over $1 billion of EBITDA, and representing ~35% “blue sky” unrisked M&A upside based on precedent transaction multiples of ~11.5x EBITDA (~9.5x including transfer tax). Assuming Hydro One captures one-third market share, and applying a 50% risk-weighting, we include $1.50/sh of M&A upside within our $26.00 target. Based on a 12-month total return of 21.8%, combined with a group-low cash flow risk profile, we initiate coverage with an Outperform rating. LDC'S WITH <30K CUSTOMERS - M&A DCF SENSITIVITY LDC'S WITH >30K CUSTOMERS - M&A DCF SENSITIVITY (1) Transaction Value 250 500 750 1,000 1,250 10.5x $0.25 $0.50 $0.75 $1.00 $1.25 11.0x $0.25 $0.50 $0.50 $0.75 $1.00 11.5x $0.25 $0.25 $0.50 $0.75 $1.00 12.0x $0.25 $0.25 $0.50 $0.75 $0.75 12.5x $0.25 $0.25 $0.50 $0.50 $0.75 Source: NBF Estimates EV/EBITDA Transaction EV/EBITDA Transaction Transaction Value ($mln) ($mln) 7,000 8,000 9,000 10,000 11,000 8.5x $6.50 $7.50 $8.50 $9.50 $10.25 9.0x $5.75 $6.50 $7.25 $8.25 $9.00 9.5x $5.00 $5.75 $6.25 $7.00 $7.75 10.0x $4.25 $4.75 $5.50 $6.00 $6.75 10.5x $3.50 $4.00 $4.50 $5.00 $5.75 (1) Includes 22% transfer tax. Source: NBF Estimates VALUATION SUMMARY Methodology Metric Valuation DDM 3.5% $24.50 EV/Free-EBITDA 18.5x $24.00 DCF Model 5.00% $25.00 Equally Weighted Avg. Risked upside Risked Target $24.50 50% $1.50 $26.00 Source: NBF Estimates PATRICK KENNY 21 22 VSN 29,877 1,616 13,108 10,647 43,243 8,880 1,884 9,197 8,690 3,059 656 255 R R 7,001 7,866 2,068 21,200 R 65,251 7,153 23,331 24,440 90,688 25,151 3,832 18,573 16,040 4,667 879 271 R R 8,738 13,260 3,299 35,590 R 9,412 $mln EV Source: Company Reports, NBF Estimates, pricing per ThomsonOne Note: UP = Underperform; SP = Sector Perform; OP = Outperform; NR = Not Rated (1) Net debt as at Q4 2015 or pro-forma equity issues. Low-payout Average $5.76 $42.14 TA TRP TransAlta TransCanada $38.04 $22.03 FTS Fortis $50.07 $42.91 $18.90 $34.58 $37.93 $10.39 H ENB Enbridge Hydro One CPX EMA Capital Power Emera CU Canadian Utilities ATCO Low-payout ACO'X $17.12 VNR Valener Veresen High-payout Average $1.43 TWM $10.40 $31.31 $41.02 Tidewater KEY Keyera $23.46 $16.40 PPL IPL SPB GEI Gibson Energy Inter Pipeline $30.50 Superior Plus ENF Enbridge Income Fund $1.25 4,791 $mln 11-Nov-15 $33.05 Cap Price Pembina Pipeline ALA CUS AltaGas Ticker Canexus High-payout Company Name 55% 54% 77% 44% 56% 52% 65% 51% 50% 46% 31% 34% 25% 0% R R 20% 41% 37% 40% R 49% 2016E D / EV 6.0x 6.9x 5.3x 5.1x 6.3x 7.3x 9.9x 4.1x 5.1x 3.9x 3.8x 4.6x 4.0x 0.0x R R 2.7x 5.2x 3.0x 4.9x R 5.8x 2016E EBITDA Net Debt/ 5.4% 5.2% 12.5% 3.8% 3.9% 4.1% 4.4% 7.9% 3.7% 2.8% 6.1% 9.6% 6.2% 2.8% R R 3.8% 6.6% 8.1% 5.9% R 6.1% % Yield Cash 12.0% 13.0% 26.1% 6.6% 8.1% 8.0% 8.1% 14.7% 11.0% 11.9% 9.8% 9.6% 7.4% 12.2% R R 8.1% 9.4% 11.8% 9.1% R 10.6% % Yield AFFO 48% 41% 48% 57% 50% 53% 68% 54% 34% 24% 66% 99% 85% 23% R R 49% 75% 69% 69% R 58% 2016E Payout AFFO 16.6x 15.9x 12.2x 18.7x 18.8x 19.7x 18.4x 17.9x 15.3x 12.3x n/a n/a 16.3x n/a R R n/a n/a n/a n/a R 19.9x 2016E Earnings Price/ 9.8x 7.7x 3.8x 15.1x 12.4x 12.5x 12.3x 6.8x 9.1x 8.4x 10.5x 10.4x 13.5x 8.2x R R 12.4x 10.6x 8.4x 11.0x R 9.5x 2016E AFFO Price/ 10.6x 10.8x 6.8x 11.3x 10.8x 13.2x 15.3x 8.5x 9.9x 8.2x 11.5x 12.8x 16.3x 7.1x R R 11.9x 12.8x 7.5x 11.9x R 12.1x 2016E EBITDA EV/ NBF PIPELINES, UTILITIES & ENERGY INFRASTRUCTURE COMPARABLES Market 14.0x 11.8x 10.1x 17.6x 14.9x 14.5x 20.3x 9.9x 13.7x 12.9x 12.3x 13.0x 16.3x 8.2x R R 13.3x 13.3x 8.6x 13.0x R 13.0x 2016E EV/FreeEBITDA(1) $57.00 $9.00 $26.00 $43.00 $65.00 $50.00 $26.00 $43.00 $46.00 $15.00 $18.00 $2.25 R R $55.00 $34.00 $28.00 $41.00 R $46.00 Target 33.4% 40.5% 68.8% 21.8% 17.0% 34.0% 20.9% 45.4% 28.0% 24.1% 47.4% 54.0% 11.3% 60.1% R R 37.9% 51.5% 78.8% 40.3% R 45.3% % Total Return 12 mo. SP SP OP SP SP SP SP SP SP SP SP OP R R OP OP OP OP R OP Ratings HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 MARKET COMPARABLES PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 INVESTMENT RISKS Capital markets funding – There is no assurance that the Company will have favourable access to capital markets to fund its future growth projects. Environmental – Assets can experience unplanned events that could damage property or cause harm to the environment, increasing current and/or long-term liabilities. In addition, future environmental laws and regulations surrounding greenhouse gas emissions could result in additional capital expenditures and/or reduced profitability. Financial leverage and liquidity – There is no assurance that the Company will be able to refinance its debt obligations on favourable terms, potentially having an adverse effect on earnings and cash flows. In addition, funding requirements for future growth projects are dependent on future capital market conditions, which may deteriorate over time. Interest rates / credit spreads – Share prices of dividend-paying Utilities tend to move in the opposite direction of interest rates, as lower / higher rates reduce / increase the required yield for income investors. In a rising interest rate, or widening credit spread environment, share prices may come under pressure. Class action lawsuit – On July 22, 2015, a $125 million lawsuit was commenced against Hydro One and four of its subsidiaries, alleging improper billing and account management practices. The claim is in its early stages and has been proposed as a class action – Hydro One intends to defend the action. Operational – Inherent in the operation of energy infrastructure assets is the risk of equipment failure due to wear and tear, accidental damage or mechanical breakdown, which could adversely impact availability of the assets, potentially resulting in lower cash flows from the assets. In addition, the operational integrity of the assets is exposed to catastrophic events such as natural disasters, fires, explosions, leaks, acts of terrorism and other similar events that are generally beyond the control of the management. Pension plan risk – Hydro One offers a defined benefit pension plan for a majority of its employees, subject to changes in benefits, actuarial assumptions, workforce retirements and portfolio returns the pension plan may require significant funding commitments from the Company. Political risk – With the Electricity Act restricting the Province of Ontario from owning less than 40% of the voting securities in Hydro One and restrictions on any individual investor owning more than 10%, the Province will maintain a significant influence over the Company. As such, there is no assurance that the Province’s engagement in the business and affairs of the Company will be aligned with the interest of other shareholders. Regulatory – Changes to regulatory frameworks may adversely impact future earnings and cash flow generated by existing assets. As well, there is no assurance that future regulatory reforms will attract further investment in growth opportunities. Work force demographic risk – There is no assurance that the Company be able to retain and/or attract sufficient qualified staff to replace its retiring workforce. By the end of 2015, up to 19% of Hydro One’s workforce will be eligible for retirement, with a significant portion currently in senior level roles. PATRICK KENNY 23 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 APPENDIX I SENIOR MANAGEMENT AND DIRECTORS OF HYDRO ONE LTD. Name Residence Position Principle Occupation Mayo Schmidt Ontario, Canada President, CEO, and Director President and CEO, Hydro One Ltd. Michael Vels Ontario, Canada CFO CFO, Hydro One Ltd. Alexander Struthers Ontario, Canada COO COO, Hydro One Ltd. David Denison Ontario, Canada Director and Chairman of the Board Chair, Hydro One Ltd. Ian Bourne Alberta, Canada Director Chair, Ballard Power Systems Inc. Charles Brindamour Ontario, Canada Director CEO, Intact Financial Corp. Marcello Caira Ontario, Canada Director Vice-Chairman, Restaurant Brands Christie Clark Ontario, Canada Director Corporate Director George Cooke Ontario, Canada Director President, Martello Associates International Inc. Consulting / Chair, OMERS Administration Corp. Margaret Harris Ontario, Canada Director Corporate Director James Hinds Ontario, Canada Director Corporate Director Kathryn Jackson Pennsylvania, U.S. Director Corporate Director Roberta Jamieson Ontario, Canada Director President and CEO, Indspire Frances Lankin Ontario, Canada Director Corporate Director Philip Orsino Ontario, Canada Director Consultant and Corporate Director Jane Peverett B.C., Canada Director Corporate Director Gale Rubenstein Ontario, Canada Director Partner, Goodmans LLP Source: Company Reports 24 PATRICK KENNY PATRICK KENNY Source: IESO Note: As at January 2015 MAP OF ONTARIO LOCAL DISTRIBUTION COMPANIES HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 APPENDIX II 25 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 APPENDIX III ONTARIO LOCAL DISTRIBUTION COMPANIES Local Distribution Company Number of Customer Customers Market Share Service Area (km2) Total km '14 Earnings '14 EBITDA of Lines ($'000s) ($'000s) >30,000 Customers Toronto Hydro-Electric System Ltd. 744,252 15% 630 10,184 94,946 321,332 PowerStream Inc. 353,284 7% 806 7,601 36,114 90,739 Hydro Ottawa Ltd. 319,536 6% 1,104 5,506 28,070 84,087 Horizon Utilities Corp. 240,076 5% 430 3,473 18,367 53,081 Enersource Hydro Mississauga Inc. 201,359 4% 292 5,180 26,002 77,006 London Hydro Inc. 152,544 3% 421 2,916 12,537 36,618 Hydro One Brampton Networks Inc. 149,618 3% 269 3,242 14,500 43,107 Veridian Connections Inc. 117,494 2% 639 2,558 6,282 23,077 91,143 2% 409 1,904 10,664 23,562 EnWin Utilities Ltd. 86,662 2% 120 1,157 14,038 31,245 Oakville Hydro Electricity Distribution Inc. 66,530 1% 143 1,834 6,430 20,971 Burlington Hydro Inc. 66,366 1% 188 1,520 6,100 13,336 Oshawa PUC Networks Inc. 54,731 1% 149 950 3,098 8,982 Waterloo North Hydro Inc. 54,674 1% 672 1,581 4,574 16,228 Guelph Hydro Electric Systems Inc. 52,963 1% 93 1,109 7,488 15,903 Cambridge and North Dumfries Hydro Inc. 52,684 1% 306 1,143 5,659 13,369 Kitchener-Wilmot Hydro Inc. Niagara Peninsula Energy Inc. 51,824 1% 827 1,977 4,079 12,765 Thunder Bay Hydro Electricity Distribution Inc. 50,482 1% 387 1,138 2,017 6,862 Greater Sudbury Hydro Inc. 47,187 1% 410 996 450 8,830 Whitby Hydro Electric Corp. 41,488 1% 148 1,073 5,102 11,275 Entegrus Powerlines Inc. 40,503 1% 96 955 3,838 9,395 Brantford Power Inc. 38,789 1% 74 500 2,822 8,300 Bluewater Power Distribution Corp. 36,115 1% 201 788 2,607 9,853 Peterborough Distribution Inc. 36,058 1% 64 564 786 5,345 Milton Hydro Distribution Inc. 35,111 1% 371 1,009 2,942 7,819 Newmarket-Tay Power Distribution Ltd. 34,871 1% 74 845 2,999 8,456 PUC Distribution Inc. Sub-total for LDCs with >30,000 customers 33,487 1% 342 744 1,147 7,543 3,249,831 65% 9,665 62,447 323,656 969,087 <30,000 Customers Essex Powerlines Corp. 1% 104 461 2,112 5,359 Canadian Niagara Power Inc. 28,627 1% 357 1,011 3,340 10,721 Kingston Hydro Corp. 27,356 28,640 1% 32 357 2,213 5,439 North Bay Hydro Distribution Ltd. 23,975 0% 330 566 1,985 6,807 Westario Power Inc. 22,822 0% 64 517 2,102 5,013 Welland Hydro-Electric System Corp. 22,470 0% 81 466 1,129 3,320 Halton Hills Hydro Inc. 21,534 0% 281 1,527 3,419 5,443 Haldimand County Hydro Inc. 21,323 0% 1,252 1,731 3,141 6,443 Festival Hydro Inc. 20,362 0% 45 258 768 4,127 Norfolk Power Distribution Inc. 19,559 0% 693 793 404 4,752 Erie Thames Powerlines Corp. 18,265 0% 1,887 342 1,201 4,275 St. Thomas Energy Inc. 16,918 0% 33 258 1,161 3,340 COLLUS PowerStream Corp. 16,426 0% 45 347 923 2,339 Innpower Corp. 15,790 0% 292 818 388 Woodstock Hydro Services Inc. 15,745 0% 29 249 882 4,226 Orillia Power Distribution Corp. 13,340 0% 27 242 1,206 3,339 2,991 Lakeland Power Distribution Ltd. 13,264 0% 161 375 1,897 3,614 Wasaga Distribution Inc. 12,985 0% 61 284 460 1,252 E.L.K. Energy Inc. 12,398 0% Orangeville Hydro Ltd. 11,685 0% 17 208 715 2,015 Algoma Power Inc. 11,650 0% 14,200 1,848 2,777 8,592 Grimsby Power Inc. 11,038 0% 69 245 271 1,540 Ottawa River Power Corp. 10,820 0% 35 167 360 1,464 Lakefront Utilities Inc. 9,996 0% 27 191 413 2,170 Brant County Power Inc. 9,971 0% 256 554 990 2,447 Niagara-on-the-Lake Hydro Inc. 8,672 0% 133 326 1,114 2,383 Midland Power Utility Corp. 22 157 832 1,610 7,035 0% 20 129 898 1,767 Tillsonburg Hydro Inc. 6,935 0% 24 133 607 1,070 Centre Wellington Hydro Ltd. 6,729 0% 10 151 553 1,474 Northern Ontario Wires Inc. 6,062 0% 28 370 260 870 Rideau St. Lawrence Distribution Inc. 5,858 0% 18 105 253 709 Kenora Hydro Electric Corporation Ltd. 5,558 0% 24 98 387 1,101 Hydro Hawkesbury Inc. 5,499 0% 8 68 Renfrew Hydro Inc. 4,246 0% 13 79 89 553 West Coast Huron Energy Inc. 3,797 0% 8 61 405 985 Fort Frances Power Corp. 3,753 0% 26 76 122 282 Wellington North Power Inc. 3,731 0% 14 76 198 848 Espanola Regional Hydro Distribution Corp. 3,301 0% 102 138 559 739 Sioux Lookout Hydro Inc. 2,779 0% 536 286 181 494 Hearst Power Distribution Company Ltd. 2,718 0% 93 68 96 430 Cooperative Hydro Embrun Inc. 1,985 0% 5 33 125 257 Atikokan Hydro Inc. 1,663 0% 380 92 389 610 Chapleau Public Utilities Corp. 1,235 0% 2 27 148 227 Hydro 2000 Inc. 1,221 0% 9 21 119 209 519,736 10% 21,853 16,309 41,966 118,302 Sub-total for LDCs with <30,000 customers 373 658 Hydro One Networks Inc. 1,219,292 24% 650,000 119,392 189,153 686,510 Grand total 4,988,859 100% 681,518 198,148 554,774 1,773,900 (1) As at December, 31, 2014. Source: OEB 26 PATRICK KENNY HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 DISCLOSURES Ratings And What They Mean: PRIMARY STOCK RATING: NBF has a three-tiered rating system that is relative to the coverage universe of the particular analyst. Here is a brief description of each: Outperform – The stock is expected to outperform the analyst’s coverage universe over the next 12 months; Sector Perform – The stock is projected to perform in line with the sector over the next 12 months; Underperform – The stock is expected to underperform the sector over the next 12 months. SECONDARY STOCK RATING: Under Review Our analyst has withdrawn the rating because of insufficient information and is awaiting more information and/or clarification; Tender Our analyst is recommending that investors tender to a specific offering for the company’s stock; Restricted Because of ongoing investment banking transactions or because of other circumstances, NBF policy and/or laws or regulations preclude our analyst from rating a company’s stock. INDUSTRY RATING: NBF has an Industry Weighting system that reflects the view of our Economics & Strategy Group, using its sector rotation strategy. The three-tiered system rates industries as Overweight, Market Weight and Underweight, depending on the sector’s projected performance against broader market averages over the next 12 months. RISK RATING: NBF utilizes a four-tiered risk rating system, Below Average, Average, Above Average and Speculative. The system attempts to evaluate risk against the overall market. In addition to sector-specific criteria, analysts also utilize quantitative and qualitative criteria in choosing a rating. The criteria include predictability of financial results, share price volatility, credit ratings, share liquidity and balance sheet quality. General – National Bank Financial (NBF) is an indirect wholly owned subsidiary of National Bank of Canada. National Bank of Canada is a public company listed on Canadian stock exchanges. The particulars contained herein were obtained from sources which we believe to be reliable but are not guaranteed by us and may be incomplete. The opinions expressed are based upon our analysis and interpretation of these particulars and are not to be construed as a solicitation or offer to buy or sell the securities mentioned herein. Research Analysts – The Research Analyst(s) who prepare these reports certify that their respective report accurately reflects his or her personal opinion and that no part of his/her compensation was, is, or will be directly or indirectly related to the specific recommendations or views as to the securities or companies. NBF compensates its Research Analysts from a variety of sources. The Research Department is a cost centre and is funded by the business activities of NBF including, Institutional Equity Sales and Trading, Retail Sales, the correspondent clearing business, and Corporate and Investment Banking. Since the revenues from these businesses vary, the funds for research compensation vary. No one business line has a greater influence than any other for Research Analyst compensation. Canadian Residents – In respect of the distribution of this report in Canada, NBF accepts responsibility for its contents. To make further inquiry related to this report, Canadian residents should contact their NBF professional representative. To effect any transaction, Canadian residents should contact their NBF Investment advisor. U.S. Residents – With respect to the distribution of this report in the United States, National Bank of Canada Financial Inc. (NBCFI) is regulated by the Financial Industry Regulatory Authority (FINRA) and a member of the Securities Investor Protection Corporation (SIPC). This report has been prepared in whole or in part by, research analysts employed by non-US affiliates of NBCFI that are not registered as broker/dealers in the US. These non-US research analysts are not registered as associated persons of NBCFI and are not licensed or qualified as research analysts with FINRA or any other US regulatory authority and, accordingly, may not be subject (among other things) to FINRA restrictions regarding communications by a research analyst with the subject company, public appearances by research analysts and trading securities held a research analyst account. All of the views expressed in this research report accurately reflect the research analysts’ personal views regarding any and all of the subject securities or issuers. No part of the analysts’ compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. The analyst responsible for the production of this report certifies that the views expressed herein reflect his or her accurate personal and technical judgment at the moment of publication. Because the views of analysts may differ, members of the National Bank Financial Group may have or may in the future issue reports that are inconsistent with this report, or that reach conclusions different from those in this report. To make further inquiry related to this report, United States residents should contact their NBCFI registered representative. UK Residents – In respect of the distribution of this report to UK residents, National Bank Financial Inc. has approved the contents (including, where necessary, for the purposes of Section 21(1) of the Financial Services and Markets Act 2000). National Bank Financial Inc. and/or its parent and/or any companies within or affiliates of the National Bank of Canada group and/or any of their directors, officers and employees may have or may have had interests or long or short positions in, and may at any time make purchases and/or sales as principal or agent, or may act or may have acted as market maker in the relevant securities or related financial instruments discussed in this report, or may act or have acted as investment and/or commercial banker with respect thereto. The value of investments can go down as well as up. Past performance will not necessarily be repeated in the future. The investments contained in this report are not available to retail customers. This report does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for the securities described herein nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. This information is only for distribution to Eligible Counterparties and Professional Clients in the United Kingdom within the meaning of the rules of the Financial Conduct Authority. National Bank Financial Inc. is authorised and regulated by the Financial Conduct Authority and has its registered office at 71 Fenchurch Street, London, EC3M 4HD.. National Bank Financial Inc. is not authorised by the Prudential Regulation Authority and the Financial Conduct Authority to accept deposits in the United Kingdom. Copyright – This report may not be reproduced in whole or in part, or further distributed or published or referred to in any manner whatsoever, nor may the information, opinions or conclusions contained in it be referred to without in each case the prior express written consent of National Bank Financial. NBF is a member of the Canadian Investor Protection Fund. NBF quarterly ratings summary and the total ratings by month can be found on our website under Research and Analysis/Equities/About NBF Research/Quarterly Ratings Summary (link attached) http://www.nbcn.ca/cmst/site/index.jhtml?navid=803&templateID=249 The NBF Research Dissemination Policy is available on our website under Legal/Research Policy (link attached) http://www.nbcn.ca/cmst/site/index.jhtml?navid=712&templateid=243 Click on the following link to see the company specific disclosures http://www.nbcn.ca/contactus/disclosures.html Click on the following link to see National Bank Financial Markets Statement of Policies http://nbfm.ca/en/statement-of-policies/ If a company specific disclosure is not found herein for a listed company, NBF at this time does not provide research coverage or stock rating for the company in question. Additional company related disclosures for Hydro One Limited (2,3,4,5,7) 2 3 4 5 7 National Bank Financial Inc. has acted as an underwriter with respect to this issuer within the past 12 months. National Bank Financial Inc. has provided investment banking services for this issuer within the past 12 months. National Bank Financial Inc. or an affiliate has managed or co-managed a public offering of securities with respect to this issuer within the past 12 months. National Bank Financial Inc. or an affiliate has received compensation for investment banking services from this issuer within the past 12 months. The issuer is a client, or was a client, of National Bank Financial Inc. or an affiliate within the past 12 months. PATRICK KENNY 27 HYDRO ONE LTD.: INITIATING COVERAGE NOVEMBER 16, 2015 NOTES 28 PATRICK KENNY RESEARCH TEAM Ihor Danyliuk Director of Research 416.869.7522 Caroline Jukes Administrative Manager 416.869.8039 Tanya Bouchard Supervisory Analyst 416.869.7934 ECONOMICS AND STRATEGY Stéfane Marion Chief Economist & Strategist FINANCIAL SERVICES 514.879.3781 Paul‐André Pinsonnault Senior Fixed Income Economist 514.879.3795 Marc Pinsonneault Senior Economist 514.879.2589 Krishen Rangasamy Senior Economist 514.879.3140 Matthieu Arseneau Senior Economist 514.879.2252 Banking & Insurance Peter Routledge Associate: Parham Fini Associate: Paul Poon Diversified Financials Shubha Khan Associate: Jaeme Gloyn 416.869.7442 416.869.6515 416.507.8006 416.869.6425 416.869.8042 MERCHANDISING & CONSUMER PRODUCTS Vishal Shreedhar Associate: Ryan Li 416.869.7930 416.869.6767 ENERGY Agriculture and Energy Services Greg Colman 416.869.6775 Associate: Andrew Jacklin 416.869.7571 Associate: Michael Storry‐Robertson 416.507.8007 Junior & Intermediate Oil and Gas Dan Payne Brian Milne Associate: Mark Hirsch Associate: Tim Sargeant Associate: Chris Haughn Associate: Matt Taylor 403.290.5441 403.290.5625 403.441.0928 403.441.0952 403.290.5445 403.290.5624 Senior and Intermediate Yield Oil and Gas Kyle Preston 403.290.5102 Associate: Jason Wai 403.355.6643 Associate: John Hunt 403.441.0955 Pipelines, Utilities & Energy Infrastructure 403.290.5451 Patrick Kenny Associate: Michael Nguyen 416.869.7566 METALS & MINING Shane Nagle Associate: Greg Doyle 416.869.7936 416.869.6538 Steve Parsons Associate: Don DeMarco 416.869.6766 416.869.7572 Adam Melnyk Associate: David Lee 604.643.2864 416.869.8045 Associate: Raj Ray 416.507.8105 REAL ESTATE Matt Kornack Associate: Dawoon Chung Associate: Ammar Shah 416.507.8104 416.507.8102 416.869.7476 Trevor Johnson Associate: Endri Leno Associate: Kyle Stanley Associate: Alex Bauer 416.869.8511 416.869.8047 416.507.8108 416.869.7935 SPECIAL SITUATIONS Trevor Johnson Associate: Endri Leno Associate: Kyle Stanley Associate: Alex Bauer 416.869.8511 416.869.8047 416.507.8108 416.869.7935 SPECIAL SITUATIONS Leon Aghazarian Associate: Frederic Tremblay Associate: Connor Sedgewick 514.879.2574 514.412.0021 514.390.7825 Chris Bowes Associate: John Xu 416.869.7937 416.507.9115 SUSTAINABILITY AND CLEAN TECH Rupert Merer Associate: Ryan Wong Associate: Steven Hong 416.869.8008 416.869.6763 416.869.7538 TECHNOLOGY Kris Thompson Associate: Auritro Kundu Associate: Steven Walt 416.869.8049 416.869.7495 416.869.7938 TELECOM, MEDIA & GAMING Adam Shine Associate: Peter Stusio Associate: Luc Troiani 514.879.2302 514.879.2564 416.869.6585 TRANSPORTATION & INDUSTRIALS Cameron Doerksen 514.879.2579 Associate: Umayr Allem 416.869.8577 TECHNICAL ANALYSIS Dennis Mark 416.869.7427 ETFs & FINANCIAL PRODUCTS Daniel Straus Associate: Ling Zhang Associate: Tiffany Zhang 416.869.8020 416.869.7942 416.869.8022 GEOPOLITICAL ANALYSIS Pierre Fournier Associate: Angelo Katsoras 514.879.2423 514.879.6458 Research Publications Vanda Bright Manager, Publishing Services 416.869.7141 Wayne Chau Associate 416.869.7140 National Bank Financial (the Firm) is an indirect wholly owned subsidiary of National Bank of Canada. The particulars contained herein were obtained from sources which we believe reliable but are not guaranteed by us and may be incomplete. The opinions expressed are based upon our analysis and interpretation of these particulars and are not to be construed as a solicitation or offer to buy or sell the securities mentioned herein. The Firm may act as financial advisor, fiscal agent or underwriter for certain of the companies mentioned herein and may receive a remuneration for its services. The Firm and/or its officers, directors, representatives, associates, may have a position in the securities mentioned herein and may make purchases and/or sales of these securities from time to time in the open market or otherwise. To U.S. residents: NBF Securities (USA) Corp., an affiliate of the Firm, accepts responsibility for the contents of this report, subject to any terms set out above. Any U.S. person wishing to effect transactions in any security discussed herein should do so only through NBF Securities (USA) Corp. This report may not be reproduced in whole or in part, or further distributed or published or referred to in any manner whatsoever nor may the information, opinions or conclusions contained in it be referred to without in each case the prior express consent of National Bank Financial. Baie-Comeau • 337, boulevard Lasalle, Baie-Comeau QC, G4Z 2Z1 • 418.296.8838 Barrie•126 Collier St., Barrie QC, L4M 1H4 • 418.296.8838 Beauce•11505, 1re Ave. est, Bureau 100 St-Georges, Beauce QC, G5Y 7X3 • 418.227.0121 Berthierville•779, rue Notre-Dame, Berthierville QC, J0K 1A0 • 450.836.2727 Bin-Scarth • 24 Binscarth Rd ,Toronto ON, M4W 1Y1 • 450.836.2727 Brampton • 10520 Binscarth Rd, Brampton ON, L6R 2S3 • 905.456.1515 Brandon • 633-C, 18th Street, Brandon, MB, R7A 5B3 • 204.571.3200 Burnaby • 218-4211 Kingway St., Burnaby BC, V5H 1Z9 • 604.541.8500 Calgary • Suite 2800, 450-1 St SW, Calgary AB, T2P 5H1 • 403.531-8401 Calgary • Suite 1100, 10655 Southport Rd., Southland Tower, Calgary AB, T2W 4Y1 • 403.301-4859 Charlottetown • 310-119 Kent St., BDC Tower, Campbellville PEI, C1A 1N3 • 905.569.8813 Chatham • 380 St. Clair St., Chatham ON, N7L 3K2 • 519.351.7645 Chicoutimi • 1180, boulevard, Talbot Suite 201, Chicoutimi QC, G7H 4B6 • 418.549.8888 DIX30 • 9160 boulevard Leduc, 7ième étage, Brossard, QC, J4Y 0E3 • 450.462.2552 Drumheller • 356 Centre St., Drumheller AB, T0J 0Y0 • 403.823.6857 Drummondville • 150, rue Marchand, Bureau 401, Drummondville QC, J2C 4N1 • 819.477.5024 Duncan • 206-2763, Beverly St., Duncan BC, V9L 6X2 • 250.715.3050 Edmonton • Manulife Place, 10180-101st St., Suite 3500, Edmonton AB, T5J 3S4 • 780.412.6600 Edmonton • TD Tower, 10088-102 Ave., Suite 903, Edmonton AB, T5J 2Z1 • 780.412.4455 Fredericton • 551 King St., Suite B, Fredericton NB, E3B 1E7 • 506.453.9040 Gatineau • 920, St-Joseph, Bureau 100, Gatineau QC, J8Z 1S9 • 819.770.5337 Granby • 150, rue St-Jacques Bureau 202, Granby QC, J2G 8V6 • 450.378.0442 Grand-Mère • 602, 6e Ave., Grand-Mère QC, G9T 2H5 • 819.538.8628 Halifax • Purdy’s Wharf Tower II, 1969 Upper Water St., Suite 1601, Halifax NS, B3J 3R7 • 902.496.7700 Halifax • 5670 Spring Garden Rd., Suite 901, Halifax NS, B3J 1H6 • 902.425.1283 Halifax • 1741 Brunswick St., Suite 120B, Halifax NS, B3J 3X8 • 902.425.2318 Joliette • 40, rue Gauthier sud, Bureau 3500, Joliette QC, J6E 4J4 • 450.760.9595 Kelowna • 1632 Dickson Ave., Suite 500, Kelowna BC, V1Y 7T2 • 250.717.5510 Kentville • 402 Main St., Kentville NS, B4N 3X7 • 902.679.0077 La Pocatière • 608 C, 4e Ave., La Pocatière QC, G0R 1Z0 • 418.856.4566 Lac Mégantic • 4947 Boulevard des Vétérans, Lac Mégantic, QC, G6B 2G4 • 819.583.6035 L’Assomption • 821, L’Ange Gardien Nord, Bureau 107A, L’Assomption QC, J5W 1P5 • 450.589.1138 Laval • 2500, boulevard Daniel-Johnson, Bureau 610, Laval QC, H7T 2P6 • 450.686.5700 Lethbridge • 404-6th St. South, Lethbridge AB, T1J 2C9 • 403.388.1900 London • City Centre 802-380 Wellington Ave., London ON, N6B 5B5 • 519.646.5711 London • 333 Dufferin Ave., London ON, N6B 1Z3 • 519.439.6228 Mississauga • 350 Burnhamthorpe Rd. W., Suite 603 Mississauga ON, L5B 3J1 • 905.272.2799 Mississauga • 295 Eglinton Ave. E., Delaware Sq., Mississauga ON, L4Z 3K6 • 905.507-4883 Moncton • 735 Main St., Suite 300, Moncton NB, E1C 1E5 • 506.857.9926 Montréal • 1, Place Ville-Marie, Bureau 1805, Montréal QC, H3B 4A9 • 514.879.5200 514.871.9000 Montréal • 1, Place Ville-Marie, Bureau 2201, Montréal QC, H3B 3M4 • 514.879.2509 Montréal • Édifice Sun Life, 1155, rue Metcalfe, Montréal QC, H3B 4S9 • 514.879.2222 Montréal • Acadie 9001, boul. de l’Acadie, Bureau 801, Montréal QC, H4N 3H5 • 514.389.5506 Montréal • 600 de la Gauchetière Ouest, Niveau A, Montréal QC, H3B 4L2 • 514.871.5021 Mont Laurier • 906, Albiny-Paquette, Mont Laurier QC, J9L 1L4 • 819.623.6002 Mont-St-Hilaire • 436, boul. Sir Wilfrid-Laurier, bureau 100, Mont-St-Hilaire QC, J3H 3N9 • 450.467.4770 Nanaimo • 75 Commercial Street, Nanaïmo, BC, V9R 5G3 • 250.751.1111 North Bay • 680 Cassells St., Suite 101, North Bay ON, P1B 4A2 • 705.476.6360 Oakville • 105 Robinson St., Oakville ON, L6J 1G1 • 905.842.1925 Ottawa • MetLife Centre, 50 O’Connor St., Suite 1602, Ottawa ON, K1P 6L2 • 613.236.0103 Outremont • 1160, Laurier Ouest #1, Outremont QC, H2V 2L5 • 514.276.3532 Penticton • 305-399 Main St., City Center Building, Penticton BC, V2A 5B7 • 250.487.2600 International NBF Securities UK (Regulated by The Financial Services Authority) 71 Fenchurch Street, 11th floor London, England EC3M 4HD Tel.: 44 (0) 20.7680.9370 National Bank of Canada Financial Inc. New York 65 East 55th Street, 34th Floor New York, NY 10022 Tel.: 212.546.7500 Member Montreal Exchange Toronto Stock Exchange Plessisville • 1719 rue St Calixte, Plessisville, QC, G6L 1R2 • 819.362.6000 Pointe-Claire • 1, rue Holiday, Tour est Bureau 145, Pointe-Claire QC, H9R 5N3 • 514.426.2522 Québec • 900, boul. René Lévesque est, Bureau 640, Québec QC, G1R 2B5 • 418.649.2525 Québec • 3 Edifice Delta 3 2875, boul. Laurier, Bureau 700, Québec QC, G1V 2M2 • 418.651.0680 Red Deer • 200-4719 48th Ave., Red Deer AB, T4N 3T1 • 403.348.2600 Regina • 1770-1881 Scarth St., 17th Floor, Regina SK, S4P 4K9 • 306.781.0500 Repentigny • 534, rue Notre-Dame, Bureau 201, Repentigny QC, J6A 2T8 • 450.582.7001 Richmond • 135-8010 Saba Rd., Richmond BC, V6Y 4B2 • 604.658.8050 Richmond Hill • 500 Highway 7 East, Gr. Floor, Richmond Hill ON, L4B 1J1 • 905.477.2002 Rimouski • 121, boul René-Lepage Est, Bureau 100, Rimouski QC, G5L 1P1 • 418.721.6767 Rivière-du-Loup • 10, rue Beaubien, Rivière-du-Loup QC, G5R 1H7 • 418.867.7900 Rosemère • 218, boul. Curé-Labelle, Rosemère QC, J7A 2H4 • 450.437.3456 Rouyn-Noranda • 74, Ave. Principale, Rouyn-Noranda QC, J9X 4P2 • 819.762.4347 Saint John • 72 Prince William St., Saint John NB, E2L 2B1 • 506.642.1740 Sainte-Marie-de-Beauce • 100-249, Du Collège, Ste-Marie-de-Beauce QC, E2L 2B1 • 418.387.8155 Saint-Félicien • 1120, boul. Sacré-Coeur, St-Félicien QC, G8K 1P7 • 418.679.2684 Saint-Jérôme • 100-265, rue St-George, St-Jérôme QC, J7Z 5A1 • 450.569.8383 Saint-Nicolas • 425, rue des Chutes, Bureau 100, St-Nicolas QC, G7A 1E7 • 450.261.5268 Saskatoon • 1220-8th St. East, Saskatoon SK, S7H 0S6 • 306.657.3465 Saskatoon • 410-22nd St. East, Suite 1360, Saskatoon SK, S7K 5T6 • 306.657.4400 Sept-Iles • 1005, boul Laure, Suite 305, Sept-Iles QC, G4R 4S6 • 418.962.9154 Sherbrooke • 1802, rue King Ouest, Suite 200, Sherbrooke QC J1J 0A2 • 819.566.7212 Sidney • 2537 Beacon Ave., Suite 205, Sidney BC, V8L 1Y3 • 250.657.2200 Sorel • 26, Pl. Charles-de-Montmagny, Sorel-Tracy QC, J3P 7E3 • 450.743.8474 St. Catharines • 40 King St., St. Catharines ON, L2R 3H4 • 905.641.1221 St-Jean-sur-Richelieu • 383, Boul du Séminaire N., Bu.224, St Jean sur Richelieu QC, J3B 8C5 • 450.349.7777 St-Hyacinthe • 1355, rue Johnson Ouest, Suite 4100, St-Hyacinthe QC, J2S 8W7 • 450.774.5354 Steinbach • 102-344 Main St., Steinbach MB, R5G 1Z1 • 204.320.9536 Sudbury • 10 Elm St., 5th Floor, Sudbury ON, P3C 1S8 • 705.671.1160 Swift Current • 202-406 Cheadle St. W, Swift Current SK, S9H 0B6 • 306.778.4770 Thedford-Mines • 222 boul. Frontenac Ouest, Thedford-Mines QC, G6G 6N7 • 418.338.6183 Thunder Bay • Hydro Blg 34 Cumberland St. N., 7th FI, Thunder Bay, ON P7A 4L3 • 807.683.1777 Toronto • 130 King St. W., 4th Floor Podium, Toronto ON, M5X 1J9 • 416.869.3707 Toronto • 130 King St. W., Suite 3200, Toronto ON, M5X 1J9 • 416.869.3707 Trois-Rivières • 7200, rue Marion, Trois-Rivières QC, G9A 0A5 • 819.379.0000 Valleyfield • 1356, boul. Monseigneur-Langlois, Valleyfield, QC, J6S 1E3 • 450.370.4656 Val d’Or • 840, 3e Ave., Val d’Or QC, J9P 1T1 • 819.824.3687 Vancouver • Park Place, 666 Burrard St., Suite 3300, Vancouver BC, V6C 2X8 • 604.623.6777 Vancouver • 550 Burrard St., Suite 1028, Vancouver BC, V6C 2B5 • 604.686.6371 Vancouver • 1333 W. Broadway Ave., Suite 1488, Vancouver BC, V6H 4C1 • 604.738.5655 Vernon • 3100-30th Ave., Suite 101, Vernon BC, V1T 2C2 • 250.260.4580 Victoria • 700-737 Yates St., Victoria BC, V8W 1L6 • 250.953.8400 Victoria Fort • 1480 Fort St., Victoria BC, V8S 1Z5 • 250.953.8400 Victoriaville • 650, rue Jutras Est, Bureau 150, Victoriaville QC, G6S 1E1 • 819.758.3191 Waterloo • Allen Square 180 King St. S., Suite 340, Waterloo, ON, N2J 1P8 • 519.742.9991 West Vancouver • 202-545, Clyde Ave., West Vancouver BC, V7T 1C5 • 604.925.5640 White Rock • 2121 160th St., Surrey BC, V3S 9N6 • 604.541.4925 Willowdale • 3640 Victoria Park Ave., 3rd Floor, Willowdale ON, M2H 3B2 • 416.756.4016 Windsor • 1 Riverside Drive W., Suite 600, Windsor ON, N9A 5K3 • 519.258.5810 Winnipeg • 400-200 Waterfront Drive, Winnipeg MB, R3B 3P1 • 204.925.2250 Yorkton • 89 Broadway St. W., Yorkton SK, S3N 0L9 • 306.782.6450 New York 65 East 55th Street, 31st Floor New York, NY 10022 Tel.: 212.632.8610 Winnipeg Commodities Exchange Securities Industry Association CNQ Investment Dealers Association of Canada Canadian Investor Protection Fund Securities Investor Protection Corporation