Canada Research Published by Raymond James Ltd. Hydro One Ltd. March 29, 2016 Company Report - Initiation of Coverage H-TSX Frederic Bastien CFA | 604.659.8232 | frederic.bastien@raymondjames.ca Samir Ghafir (Associate) | 604.659.8470 | samir.ghafir@raymondjames.ca Infrastructure & Construction | Asset Ownership & Management Outperform 2 C$25.00 target price Current Price ( Mar-24-16 ) Total Return to Target 52-Week Range Suitability Sometimes the Best Offense is a Good Defense Recommendation We are initiating coverage of Hydro One, Ontario’s leading transmission and distribution (T&D) company, with an Outperform rating and target of $25.00. With virtually all its essential services rate-regulated and void of commodity price risk, the utility easily ranks as the safest name in our coverage universe. Our expectations are for Hydro One to deliver high-single digit annual total returns, with upside in the low double digits. Analysis Multi-year visibility into 5% annual rate base growth. This is based on the company committing an average $1.67 billion annually through 2020 on capital investments to maintain the safety, reliability and integrity of its T&D assets and to allow for modest growth. But with much of Hydro One’s infrastructure built half a century ago and now nearing the end of its service life, entire lines may need replacement soon. The distribution ‘upside’ is in regulation, not consolidation. Hydro One may have an inside track on local distribution companies (LDCs) that may come up for sale as a result of newly introduced tax incentives, but we question whether the opportunity is large enough to trigger material upside for shareholders. We believe more value can be unlocked in Hydro One’s existing distribution business—which has unperformed under the current cost of service regulatory structure—as it transitions to a performance-based model starting in 2018. Status Quo Not an Option for CEO Mayo Schmidt. Although he has yet to unveil his long-term vision for the business, we know the former Viterra head intends to transform Hydro One from a Canadian regional leader to a North American T&D powerhouse. We expect his experience in effecting productivity gains to serve Hydro One particularly well today, as will his M&A credentials over a longer timeframe. Deep dive into Hydro One shows massive opportunity for company to run better. Significant value rests in streamlining rigid bureaucratic processes in place and improving the company’s stats with the Ontario Energy Board (OEB), which should in turn give Hydro One a license to increase its rate base further. There is no point putting the cart before the horse M&A wise. Don’t expect anything transformational until productivity improvements come to pass and the proper skill set is in place to handle deal flow. Management’s current priority is to bring capital market experience in, encourage internal talent to rise to the challenge, and take an instructional view of the big cross-border utilities transactions making headline news today. C$23.63 10% C$24.25 - C$21.01 Medium Risk/Income Market Data Market Capitalization (mln) Current Net Debt (mln) Enterprise Value (mil.) Shares Outstanding (mln, f.d.) 10 Day Avg Daily Volume (000s) Dividend/Yield Key Financial Metrics 2015A P/E 20.4x EV/EBITDA 12.6x Rate Base (mln) C$16,914 EV/Rate Base NA Dividends Per Share NA Payout Ratio (%) NA Net Debt/EBITDA Net Debt/Total Capital 2016E 2017E 20.2x 18.9x 12.0x 11.4x C$17,626 C$18,660 1.4x 1.3x 0.84 0.88 72% 70% 5.2x 51% Company Description Hydro One is Ontario’s largest regulated transmission and distribution utility, accounting for 96% of the province’s transmission network and serving roughly 25% of its population through low voltage distribution. Valuation To derive our valuation, we apply a target yield of 3.5% on our 2017 dividend estimate of $0.88, which is consistent with what the stock is yielding on our 2016 forecast. We argue that Hydro One will continue to command a premium to its utility peers, which collectively yield 4.0%, given its scale and monopoly-like status in regulation-friendly Ontario (see page 14 for further details). Adjusted EPS 1Q Mar 2Q Jun 3Q Sep 4Q Dec Full Year Revenue (mln) EBITDA (mln) 2015A C$0.38 C$0.22 C$0.32 C$0.24 C$1.16 C$6,538 C$1,953 2016E 0.35 0.22 0.31 0.29 1.17 6,673 2,056 2017E 0.38 0.24 0.33 0.30 1.25 6,872 2,162 Source: Raymond James Ltd., Thomson One Please read domestic and foreign disclosure/risk information beginning on page 24 and Analyst Certification on page 22. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 C$14,062 C$10,614 C$24,676 595.1 418 C$0.84/3.6% Canada Research | Page 2 of 27 Hydro One Ltd. Table of Contents Our Top-10 List | Key Investment Considerations ............................................................................................... 3 Other Relevant Hydro One Tidbits ....................................................................................................................... 6 Company Backgrounder ...................................................................................................................................... 7 Regulation ............................................................................................................................................................ 9 Hydro One’s Rate-Regulated Operations ............................................................................................................. 10 Transmission ........................................................................................................................................... 10 Distribution ............................................................................................................................................. 11 Financial Analysis & Outlook................................................................................................................................ 12 Valuation & Recommendation ............................................................................................................................ 14 Appendix A: Financial Statements ....................................................................................................................... 15 Appendix B: Management & Board of Directors ................................................................................................. 18 Management ........................................................................................................................................... 18 Board of Directors ................................................................................................................................... 19 Appendix C: Risks ................................................................................................................................................. 20 Appendix D: Ontario’s 2016 Allowed ROE Formula ............................................................................................. 21 Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 3 of 27 Our Top-10 List | Key Investment Considerations We believe Hydro One’s ability to grow the rate base through 2020 is underappreciated. For one, planned capital investments have already increased by an average of $140 million (or 9%) annually since the IPO documents were filed. This detail may be lost on investors, but it effectively translates into a compound annual growth rate (CAGR) in Hydro One’s rate base of 5% over the next five years, up from 4% less than six months ago. Importantly, the path to this rate base growth is just as clear since the incremental capex is of a sustaining nature, and not contingent on placing large-scale developments into service or acquiring new assets. Beyond the next two years we see more potential upside as productivity improvements give Hydro One a license to increase the rate base further. Exhibit 1: Increases to Hydro One’s Planned Capital Investments Are Reflected in Higher Expected Rate Base Growth Source: Hydro One Ltd., Raymond James Ltd. Deep dive into Hydro One shows massive opportunity for company to operate better. It may be difficult to extract efficiencies from functional areas within Hydro One that already perform at high levels, such as project execution. For those that are top-heavy, highly unionized or simply not incentivized to think outside the box, it will take time to effect change. But certain fixes—like replacing Hydro One’s paper-based dispatch system with a mobile workforce management solution—have the potential to meaningfully impact productivity in relatively short order. Over a longer horizon we believe a lot of value rests in streamlining rigid bureaucratic processes in place (e.g., procurement) and improving the company’s stats with the Ontario Energy Board (OEB), which should in turn enhance management’s ability to grow the rate base. We were a little surprised to learn Hydro One consistently ranks among the highest-cost utilities in North America, but therein lies the opportunity for shareholders, in our opinion. While we fully expect Hydro One to act on some cost saving opportunities, it will likely take a calculated approach to ensure some low hanging fruit can still be picked under incentive-based regulation. The company has embarked on a dual track to improve productivity… There is no point putting the cart before the horse M&A wise. There should be opportunity for Hydro One to acquire the odd LDC in the near-term, but don’t expect anything transformational until productivity improvements come to pass and the proper skill set is in place to handle deal flow. Management’s current priority is to bring capital market experience in, encourage internal talent to rise to the challenge, and take an instructional view of the big cross-border utilities transactions making headline news today—including Fortis’ proposed takeover of ITC Holdings. This makes sense to us, especially considering the high valuations recently achieved in the sector. …and build its M&A capabilities Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 4 of 27 Hydro One Ltd. Visibility into years of healthy capex beyond 5-year plan. Three considerations lead us to believe the expansion of Hydro One’s regulated assets after 2020 should continue to outstrip the GDP-type growth that is common of utilities. First are the years of neglect from which Ontario’s transmission and distribution sector has suffered as a result of the province’s more pressing coal retirement goal. This initiative sparked significant investments in nuclear and renewable power—to the benefit of firms like Pattern Energy, Brookfield Renewable, SNCLavalin and Aecon Group—but left other asset types underfunded. We therefore assume some catching up is inevitable over the next decade. Second, with much of Hydro One’s infrastructure built 50 to 60 years ago and now nearing the end of its service life, we anticipate that entire lines will need to be replaced by 2030. Finally, Hydro One may have the opportunity to participate in larger developments outside Ontario. In the United States alone investments of US$61 billion are deemed necessary to modernize the transmission system through 2024. Hydro One has 5% rate base CAGR all but locked in through 2020; imagine the potential once the OEB starts rewarding it for improved operating performance Exhibit 2: Sustaining Capex Represent Approximately 60% of Hydro One’s Planned Projects Source: Hydro One Ltd. Status quo not an option for CEO Mayo Schmidt. Although he has yet to unveil his long-term vision for the business, we know the former Miami Dolphins wide receiver intends to transform Hydro One from a Canadian regional leader to a North American transmission and distribution powerhouse. Mr. Schmidt’s game plan is not overly dissimilar to the playbook he used to turn Viterra from a sleepy grain handler into a global agriculture giant. We expect his experience in effecting productivity gains and streamlining costs to serve Hydro One particularly well as the firm moves to a performance-based model in the medium-term, as will his M&A credentials over a longer timeframe. To the extent Mr. Schmidt must also answer to two sets of bosses—public shareholders and the province of Ontario—his dealings with the Saskatchewan government during his tenure at Viterra should also be beneficial. Hydro One boasts one of the strongest balance sheets in the utility sector. The firm’s predominantly rate-regulated operations, transparent company structure and strong track record of raising capital in the public debt markets all underpin its investment grade status with US and Canadian credit rating agencies. This, in turn, should guarantee continued access to low-cost debt and facilitate future growth. We note that while Hydro One could easily strap on another $800 million to $900 million of debt without adversely impacting its credit rating, the added leverage would yield no real advantages to the company given its already favourable tax structure. We expect this financial flexibility will come in handy down the road, however, and improve shareholder accretion on a major acquisition. Hydro One is generally viewed as one of Canada’s best-rated borrowers Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Stock can better withstand a rising interest rate environment than its peers. Contrary to other provincial utilities, Hydro One benefits from a highly transparent allowed ROE formula, established by the OEB in 2009. The capital cost parameters are notably reset every September for each upcoming calendar year based on current bond data and 10-year GOC bond consensus forecasts (see Appendix D). Given the inverse relationship between GOC bond yields and utility valuations, we believe this gives Hydro One’s stock a marked advantage compared to the less transparent and less frequently revised cost-of-capital methodologies that govern its peers. South of the border utilities still conform to the caseby-case approach used by regulators. The distribution ‘upside’ is in regulation, not consolidation. As Ontario’s dominant electricity transmitter and largest distribution company, Hydro One may have an inside track on many small- to mid-sized distributors that may come up for grabs in the foreseeable future. Given its scale, however, we question whether the tuck-in opportunity is sufficiently large to trigger material upside for shareholders. For context consider that Hydro One’s acquisitions of Haldimand, Norfolk and Woodstock over the past 18 months have only added 2% to its rate base. We believe significantly more value can be unlocked in Hydro One’s existing distribution business, which has consistently unperformed under the current cost of service regulatory structure, as it transitions to a performance-based one starting in 2018. The company will then have the potential to over earn its allowed ROE by up to 300 bps for a period of five years (with every 100 bps producing an incremental $0.05 per share annually using Hydro One’s 2016 projected distribution rate base as point of reference). We see little benefit in delivering big productivity savings until 2018, because these will be returned to customers via rate reductions. Canada Research | Page 5 of 27 Dividend-paying utility share prices generally have an inverse relationship with interest rates Exhibit 3: The 15 largest Distribution Companies in Ontario Serve 78% of its Population Source: Hydro One Ltd. Strong underlying demand for stock to positively impact valuation. Our view is that Hydro One’s stable and growing regulated cash flows will have broad investor appeal for as long as the economy remains on shaky ground. So too will its generous allowed ROE in the context of today’s low growth, low interest rate environment. Moreover, in our years of covering owners of infrastructure assets, rarely has the investing public been offered a chance to acquire a direct stake in a premier utility and benefit from its monopoly position; as consumers of its services they almost always get stuck with the short end of the stick. For all these reasons, we expect Hydro One to continue drawing substantial investor interest for some time to come. In the same class as Fortis. We argue that Hydro One will continue to command a premium to the Canadian utility peer group average given its monopoly-like status in regulationfriendly Ontario and should trade range bound with the more diversified operations of Fortis (since both firms generate virtually all of their earnings from rate-regulated businesses and possess similar rate-base growth profiles). Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One possesses investment attributes that are sought-after in uncertain economic times Canada Research | Page 6 of 27 Hydro One Ltd. Other Relevant Hydro One Tidbits No material exposure to commodity price risk. Hydro One recovers the cost of electricity that it delivers, except for short-term timing differences. The OEB has approved Hydro One’s use of US GAAP. This is in-line with the practice of other Canadian utilities and, in our view, may facilitate a US listing down the road. Ontario to act solely as an investor. Pursuant to the IPO the province signed a Governance Agreement which states its intention to engage in the affairs of the company solely as an investor and not as a manager. Hydro One adopted a Dividend Reinvestment Plan (DRIP) at a 0% discount. However, shares will not be issued from treasury, but rather repurchased by the firm on the open market. Company to pay minimal cash taxes over the next five years. This relates to a $1.2 billion deferred tax asset that was recognized when Hydro One left the payment-in-lieu of tax (PILs) regime in favour of the corporate tax regime. Great Lakes Power Transmission (GLP) to boost transmission coverage to 98% of Ontario’s capacity. Hydro One recently agreed to acquire GLP’s 560 km of high voltage transmission lines, towers and stations from Brookfield Infrastructure Partners LP for $222 million in cash plus assumed debt of $151 million. Transaction close is targeted for 4Q16. Exhibit 4: GLP is a Contiguous and Already Interconnected Strategic Transmission Asset Source: Hydro One Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 7 of 27 Company Backgrounder Rate-regulated operations account for 99% of Hydro One’s business. Hydro One Ltd. is a holding company which has a 100% interest in Hydro One Inc. and Hydro One Telecom. The former business represents Ontario’s largest regulated transmission and distribution utility, accounting for 96% of the province’s transmission network and serving roughly 25% of its population through low voltage distribution. As a ‘wires only’ business, Hydro One passes through the cost of electricity it delivers, leaving it with no material exposure to commodity price risk. The latter business provides telecommunications support for the transmission and distribution operations, in addition to selling fibre optic capacity to third parties. Hydro One Telecom is non-regulated and accounts for only about 1% of the company’s net income. For this reason, the business is deliberately omitted from this report. Exhibit 5: Hydro One’s Operations are Rate-Regulated and Void of Electricity Price Risk Source: Hydro One Ltd. Company is a byproduct of Ontario’s Electricity Act. Prior to 1998 crown-owned Ontario Hydro, one of the largest fully integrated electricity companies in North America, supplied most of the province’s electricity needs. To promote greater competition—a common theme within the electricity market at the time—the corporation was restructured into separate entities responsible for electrical generation, transmission and delivery, and price management. Hydro One took over the transmission and distribution businesses while Ontario Power Generation assumed responsibility of province’s electricity producing assets. The Electricity Act also called for transmitters and distributors to provide open access to their systems. Hydro One owns the largest local distribution company in Ontario. As part of the restructuring municipally-owned electricity distributors were organized into separate business corporations, or local distribution companies (LDCs) as they are often referred to in Ontario. Municipal owners were concurrently granted transfer tax exemptions for a limited time, which spurred a wave a consolidation among LDCs. Hydro One was the province’s most active participant, acquiring 88 LDCs through the early 2000s. In recent years, however, the company added only three distributors to its portfolio—Norfolk Power, Haldimand Hydro and Woodstock Hydro. To create more efficiency in the distribution sector, the provincial government recently acknowledged the need for further consolidation. To this end it rolled out new three-year tax incentives effective January 1, 2016, including a transfer tax rate reduction to 22% from 33%, a transfer tax exemption for LDCs with fewer than 30,000 customers, and an exemption from the capital gains portion of the departure tax. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Virtually all of Hydro One’s operations are regulated Canada Research | Page 8 of 27 Hydro One Ltd. Exhibit 6: Distribution Operations Span 75% of Ontario’s Geographic Area (Mostly Rural) Source: Hydro One Ltd. Monetization underway. In April 2014, the Ontario government formed an advisory council to review certain provincially-owned assets. One year later the council recommended the partial sale Hydro One to help address the province’s $11 billion projected deficit and fund a $130 billion infrastructure investment promise over the next decade. The first steps were taken last November, when the province completed an initial public offering (IPO) of a 15% interest in Hydro One and earmarked a further 45% for sale via follow-on offerings over the medium-term. A total of 89.3 million shares were notably sold to the investing public at $20.50 per share for gross proceeds of approximately $1.8 billion. Based on a stock price of $23.63 and an annual dividend of $0.84 per common share, Hydro One’s capitalization and dividend yield approximate $14.06 billion and 3.6%, respectively. At last check institutional ownership was broad, with no single fund holding more than a 0.5% stake in the company. Ontario is selling down its stake in Hydro One to help fund much needed infrastructure developments High-profile executives appointed to lead utility. Mayo Schmidt was hired as President and CEO of Hydro One last summer to lead its transformation from a government-run crown corporation to a publicly-held company. Prior to joining Hydro One Mr. Schmidt spent 12 years at the helm of Viterra, where he orchestrated the firm’s transformation from a regional agriculture and food business of under $200 million to a global leader of $7.50 billion. Among his accomplishments are the lengthy hostile takeover of rival Agricore United and the acquisition of Australia’s ABB, both multi-billion dollar deals, and Viterra’s sale to Glencore. Backing Mr. Schmidt are CFO Michael Veils and COO Sandy Struthers. Michael Veils also stepped into his role last year after spending 20 years at Maple leaf Foods, including a 10-year stint as CFO. He has extensive experience raising both debt and equity capital and conducting various M&A transactions. Mr. Struthers is a 16-year Hydro One veteran who has excelled in various senior leadership roles since joining the company. He most recently served as CFO and CAO, where he oversaw the firm’s finance, regulatory and corporate support functions. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 9 of 27 Regulation The Ontario Energy Board (OEB) is the regulator responsible for approving electricity transmission and distribution rates, as well as capital investment projects and M&A activities. Each year, it uses a transparent formula based on interest rates and bond yields to determine the allowed return on equity (ROE). This intuitive approach stands in contrast to the protracted and pricey cost-ofcapital reviews that regulators in other Canadian jurisdictions have undertaken. The ROE is then applied to the company’s rate base (which is also approved annually by the OEB) using a deemed capital structure of 60% debt and 40% equity to arrive at the actual rates charged by the utility to meet a given revenue requirement. The two most common methodologies used in Ontario for determining the rates charged by regulated utilities are as follow: 1) Cost-of-service model: Under this framework, the rate charged by a utility for its services permits the utility to recover its costs plus earn an allowed return on equity (ROE). Additional costs savings are returned to customers through a lower revenue requirement in the utility’s subsequent rate application. Since rate decisions are made every one to two years, the utility has the potential to earn additional cost savings over the short-term. 2) Performance-based model: Similar to the cost-of-service model, the rate charged by a utility for its services permits the utility to recover its costs plus earn an allowed ROE percentage. However, since rates get approved over a longer period of time (usually 5 years), the utility can retain some (and in some cases all) of the over earnings. Imbedded in the approved rates is the assumption that the utility becomes more efficient with time. Exhibit 7: Illustration of a Hypothetical Revenue Requirement for a Particular Year Source: Hydro One Ltd. Regulation keeping competition limited in Ontario. When it comes to transmission services in Ontario, the uniform transmission rates determined by the OEB have removed any incentive for customers to seek alternative providers. Competition among transmitters is limited to bidding on new large-scale transmission developments. Similarly, distributors in Ontario operate as controlled monopolies within their given service territory. The only direct competition occurs near borders of adjoining service territories, where distributors must apply with the OEB to claim the right for providing service. With the time-limited tax incentives just introduced earlier this year, however, we anticipate consolidation among LDCs to pick up. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 The OEB aggregates the total revenue requirements of all transmitters and applies a formula in order to arrive at a single set of rates each year Canada Research | Page 10 of 27 Hydro One Ltd. Hydro One’s Rate-Regulated Operations Transmission Hydro One owns and operates 96% of Ontario’s transmission network, positioning the firm as one of North America’s largest transmitters. Included in its $12.07 billion of assets are over 292 transmission stations and 29,000 circuit km of high voltage power lines. In 2015 the transmission operations supplied approximately 137 TWh of energy to a customer base that included 48 LDCs, including Hydro One’s distribution business, and 90 large industrial customers. The system is linked to five jurisdictions adjacent to Ontario (Manitoba, Minnesota, Michigan, New York and Quebec) through high-voltage interconnections and is part of the larger North American system known as the Eastern Interconnection. The business consists of the transmission system operated by Hydro One Networks and a 66% interest in B2M, a limited partnership between Hydro One and the Saugeen Ojibway Nation in respect of the Bruce-to-Milton transmission line. Exhibit 8: Transmission Generated Approximately 60% of Hydro One’s Operating Profit in 2015 Source: Hydro One Ltd. As a rate-regulated entity operating under OEB’s cost service model, Hydro One’s transmission business generates reliable and low volatility cash flows. Rates are based on monthly peak electricity demand across the network, which explains why transmission revenues are typically greater in winter and summer months (when demand for heating and cooling is highest). Power and generation costs are directly passed through to the end user. Rates are collected by Ontario’s Independent Electricity System Operator (IESO) and remitted to Hydro One on a monthly basis. The OEB has approved a 2016 allowed ROE of 9.19% on Hydro One’s rate base of $10.56 billion (which includes both Hydro One Networks and B2M LP). In 2Q16, Hydro One Networks will submit an application for its 2017–2018 rates. The company is confident it will transition to a performance-based model in 2018. Exhibit 9: Hydro One Expects to Transition to a Performance-Based Model in 2018 Current Methodology Transmission Cost of Service Allowed ROE in 2016 9.19% Approved Rate Base $10.56 bln Term of Next Application File in 2Q16 for 2017-18 Comments Applying for performance based framework after 2018 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 11 of 27 Distribution Hydro One’s distribution system delivers power to 1.3 million residential and commercial customers through 122,000 km of low voltage lines. The network serves 57 LDCs, with 22 of them directly connected to the transmission system. Hydro One is easily Ontario’s largest distributor with a 25% share of what remains a relatively fragmented market (for proof consider that the province’s 15 largest LDCs currently command a 78% market share). Its distribution system principally serves rural communities, which inherently can lead to higher costs and greater customer interruptions relative to urban networks. Distribution revenues include distribution rates approved by the OEB and minor ancillary service revenues. As December 31, 2015, Hydro One’s distribution assets totaled $9.21 billion. Exhibit 10: Hydro One Serves 1.3 Million Users and 57 LDC Wholesale Customers Source: Hydro One Ltd. In December 2013 Hydro One submitted an application with the OEB to operate its distribution business under performance-based framework from 2015 to 2019. In March 2015 the regulator concluded the submission did not sufficiently align with the objectives of its new framework for distributors and continued to apply a cost-of-service methodology. The OEB also directed Hydro One to enhance its next application in the areas of outcome-based regulation, externally imposed incentives, benchmarking, continuous improvement and value to customer. Management fully expects the company can successfully transition to the more commonly used performance-based model for LDCs as it enters 2018. Meanwhile, its revenue requirement for 2016 was set at $1.48 billion, based on approved rate base and ROE of $6.86 billion and 9.19%, respectively. Exhibit 11: We Expect a Successful Transition to a Performance-Based Framework in 2018 Current Methodology Distribution Cost of Service Allowed ROE in 2016 9.19% Approved Rate Base $6,863 mln Term of Next Application File in 2017 for 2018-22 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Comments Rates beyond 2017 likely set under a performance-based model According to OEB records, Hydro One’s distribution business has underearned in each of the last five years Canada Research | Page 12 of 27 Hydro One Ltd. Financial Analysis & Outlook We forecast net income attributable to common shareholders to increase to $697 million ($1.17 EPS) in 2016, from $690 million ($1.16 EPS) in 2015. Our modest growth expectation mainly reflects 4.2% rate base growth and foregone costs related to one-time items incurred in 2015. These should offset an 11 bps decline in allowed ROE to 9.19%, $29 million of increased interest expense from additional debt, $21 million of lost earnings from last year’s divesture of Hydro One Brampton, and a higher effective tax rate. Embedded in our forecasts are strong results from Transmission and another below-average performance from Distribution—netting over-earnings of 70 bps from the consolidated allowed ROE of 9.19%. We assume a 7% uptick in earnings next year (EPS of $1.25) as productivity gains bring Distribution closer to its allowed ROE. Based on per share dividends of $0.84 and $0.88 for 2016 and 2017, respectively, our earnings forecasts effect payout ratios of 72% and 70% that sit comfortably within the low-end of management’s 70% to 80% target. We believe this provides management with the flexibility to grow the dividend by more than 5% next year should Hydro One’s cost-cutting efforts materialize earlier than originally envisioned. Exhibit 12: We Believe There is Upside to Our 2017 Dividend Estimate Should the Distribution Business Begin Improving its Stats Year end December 31; $ millions ($ millions, unless otherwise stated) Selected Financial Information: Revenues Transmission Distribution (net of purchased power) Other 2013 2014 2015 2016E 2017E % chg 14/13 % chg 15/14 % chg 16/15 % chg 17/16 1,529 1,464 61 3,054 1,588 1,484 57 3,129 1,536 1,499 53 3,088 1,622 1,548 53 3,223 1,710 1,609 53 3,372 4 1 (7) 2 (3) 1 (7) (1) 6 3 4 5 4 5 1,154 792 2 1,948 1,194 742 1 1,937 1,110 866 (23) 1,953 1,204 875 (22) 2,056 1,270 914 (22) 2,162 3 (6) (50) (1) (7) 17 n.m. 1 8 1 (4) 5 6 5 5 676 722 759 795 832 7 5 5 827 452 (7) 1,272 360 912 109 803 18 785 848 375 (8) 1,215 379 836 89 747 (2) 18 731 736 486 (28) 1,194 376 818 105 713 10 13 690 818 471 (27) 1,262 405 856 131 725 10 18 697 861 497 (27) 1,330 422 908 137 771 10 18 743 3 (17) 14 (4) 5 (8) (18) (7) n.m. (7) (13) 30 250 (2) (1) (2) 18 (5) n.m. (27) (6) 11 (3) (4) 6 8 5 25 2 37 1 5 6 5 4 6 4 6 7 Weighted average number of shares (millions) Adjusted EPS n.m. n.m. 477.8 $1.23 496.4 $1.16 595.1 $1.17 595.1 $1.25 n.m. (6) 1 7 Dividends per common share Payout ratio n.m. n.m. n.m. n.m. n.m. n.m. $0.84 72% $0.88 70% EBITDA Transmission Distribution Other Depreciation EBIT Transmission Distribution Other Financing charges Income before taxes Income taxes Net income Noncontrolling interest Preferred dividend Net income attributable to Hydro One shareholders 5 5 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 13 of 27 Our operating cash flow forecast of $1.64 billion for 2016 is sufficient to pay $500 million in dividends and fund the sustaining portion of Hydro One’s planned capex (which we estimate at approximately $900 mln). It even leaves enough cash to fund the equity portion of Hydro One’s growth capex. Since the cash flow puts and takes are likely to be similar in the coming years, the company can do away with external equity through 2020, in our opinion. As for net debt, we currently project $10.74 billion and $11.30 billion for the end of this year and next, respectively, up from $10.12 billion at the same time last year. This is based on Hydro One using 60% debt to fund its projected rate base. Exhibit 13: We Forecast Net Debt to EBITDA Ratio of 5.2x for 2016 and 2017, which is in-line with the Peer Group Average Year end December 31; $ millions ($ mi l l i ons , unl es s otherwi s e s tated) 2013 2014 2015 Key Performance Metrics: Rate base Regulated equity (40% of rate base) 15,319 6,128 16,349 6,540 16,914 6,766 Return on rate base Allowed return on equity Excess return 12.81% 9.30% 3.52% 11.18% 9.51% 1.67% 10.20% 9.30% 0.90% 9.89% 9.19% 0.70% 9.96% 9.19% 0.77% 1,404 (11) (18) 1,375 (2) 1,377 1,256 55 (18) 1,293 1,293 (1,253) (208) (13) (5) (1,479) (2,810) 1,331 1,640 (18) (5) 1,618 236 1,382 $2.17 $2.24 552 100 452 8,373 3,314 4,249 7,563 16,388 Funds from operations (FFO) Net cash from operating activities Change in non-cash operating working capital Preferred dividends Noncontrolling interest distributions Funds from operations (FFO) Less: Deferred income tax asset Adjusted FFO Adjusted FFO/share Capital Structure: Long-term debt payable within one year Short-term notes payable Less: cash and cash equivalents Long-term debt Preferred shares Common shares Retained earnings Total capital Net debt Net debt/total capital Net debt/EBITDA n.m. 756 565 191 8,301 3,314 3,787 7,101 15,593 8,523 54% 4.4x 8,827 54% 4.6x Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 2016E 17,626 7,050 2017E 18,660 7,464 % chg 14/13 % chg 15/14 % chg 16/15 % chg 17/16 7 7 3 3 4 4 6 6 1,783 (18) (5) 1,761 300 1,461 (6) 3 4 6 $2.32 $2.45 n.m. 3 4 6 500 1,491 94 1,897 8,224 418 5,623 3,806 9,429 19,968 500 1,500 67 1,933 8,804 418 5,623 4,021 9,644 20,799 500 1,500 49 1,951 9,351 418 5,623 4,259 9,882 21,602 10,121 51% 5.2x 10,737 52% 5.2x 11,302 52% 5.2x Canada Research | Page 14 of 27 Hydro One Ltd. Valuation & Recommendation We are initiating coverage of Hydro One with an Outperform rating and a target price of $25.00, which produces a potential annual return of 10% from current levels. To derive our valuation, we apply a target yield of 3.5% on our 2017 dividend estimate of $0.88, which is consistent with what both Hydro One and Fortis are currently yielding. We see Fortis as Hydro One’s closest comp on the basis that both generate predominantly all of their earnings from rate-regulated businesses and possess similar rate-base growth profiles. We recommend the purchase of Hydro One common shares Although we believe the sustainable nature of Hydro One’s cash flows lends itself well to a yieldbased valuation methodology, we also like to use an earnings approach as a sanity check. Since regulators concentrate on net income to judge performance, we see P/E multiples as a more appropriate measure than EV/EBITDA multiples to value utilities. On this basis our valuation reflects a target multiple of roughly 20.0x our 2017 estimates, which is above the peer group’s prevailing average 19.3x. We argue that Hydro One will continue to command a premium to its peers given its monopoly-like status in regulation-friendly Ontario and should trade range bound with the more diversified operations of Fortis. In summary, with practically all of its assets regulated, Hydro One ranks as the lowest-risk stock among our Infrastructure and Construction (I&C) coverage universe. With a commanding market position in Canada’s biggest province, multi-year visibility into 5% rate base growth and potential for productivity step-changes in the medium-term, Hydro One also qualifies as a core holding stock from where we sit. Exhibit 14: We Believe Hydro One Warrants a Premium over its Peer Group Given its Above Average Risk-Adjusted Total Return Profile P/E Company Name Ticker Market Price Market Cap (mln) Ent. Value (mln) CU.CA CPX.CA EMA.CA ENB.CA FTS.CA H.CA ITC.US TA.CA TRP.CA C$35.99 C$17.61 C$47.52 C$49.28 C$40.17 C$23.63 $42.59 C$5.78 C$49.67 C$9,606 C$1,695 C$7,041 C$45,547 C$11,326 C$14,062 $6,504 C$1,664 C$34,885 C$18,748 C$3,790 C$11,582 C$98,169 C$25,625 C$24,676 $10,950 C$8,076 C$73,481 EV/EBITDA 2015 2016E 2017E 2015 2016E 2017E 19.7 15.3 18.1 22.4 19.0 20.4 20.5 n.m. 20.0 19.4 18.1 16.4 19.6 21.8 18.4 20.2 20.5 n.m. 19.2 19.3 16.9 16.3 17.4 20.0 16.2 18.9 19.2 n.m. 17.3 17.8 12.1 8.2 11.4 18.8 11.2 12.6 13.3 8.4 12.6 12.1 10.5 8.0 6.1 13.8 10.2 12.0 12.8 8.0 11.8 10.4 9.8 8.1 4.6 12.9 6.6 11.4 11.5 7.8 10.8 9.3 Net Debt/ Net Debt/ Div. Yield Cap (%) EBITDA (%) REGULATED UTILITIES CANADIAN UTILITIES LTD. CAPITAL POWER CORP. EMERA INC. ENBRIDGE INC. FORTIS INC. HYDRO ONE LTD. ITC HOLDINGS CORP. TRANSALTA CORP. TRANSCANADA CORP. 43.8 48.0 34.4 48.4 51.5 41.9 40.6 72.7 49.6 4.8 3.4 3.6 8.2 5.3 5.2 5.4 4.6 5.9 3.6 8.3 4.0 4.3 3.8 3.5 1.8 2.7 4.6 Notes: 1) Estimates for Hydro One Ltd. are from Raymond James Ltd.; all other estimates are consensus from Capital IQ. Source: Capital IQ, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 15 of 27 Appendix A: Financial Statements Hydro One Income Statement Year end December 31; $ millions 2013 Revenues Transmission Distribution Other 2014 2015 2016E 2017E % Chg 14/13 % Chg 15/14 % Chg 16/15 % Chg 17/16 1,529 4,484 61 6,074 1,588 4,903 57 6,548 1,536 4,949 53 6,538 1,622 4,998 53 6,673 1,710 5,109 53 6,872 4 9 (7) 8 (3) 1 (7) (0) 6 1 2 5 2 3 3,020 1,106 676 4,802 3,419 1,192 722 5,333 3,450 1,135 759 5,344 3,450 1,167 795 5,412 3,500 1,210 832 5,541 13 8 7 11 1 (5) 5 0 3 5 1 1 4 5 2 1,272 360 912 109 803 18 785 1,215 379 836 89 747 (2) 18 731 1,194 376 818 105 713 10 13 690 1,262 405 856 131 725 10 18 697 1,330 422 908 137 771 10 18 743 (4) 5 (8) (18) (7) n.m. (7) (2) (1) (2) 18 (5) n.m. (27) (6) 6 8 5 25 2 37 1 5 4 6 4 6 7 Earnings per common share Adjusted n.m. 1.23 1.16 1.17 1.25 n.m. (6) 1 7 Weighted average number of common shares Adjusted n.m. 595.0 595.1 595.1 595.1 Dividends per common share declared Payout ratio n.m. n.m. n.m. n.m. n.m. n.m. 0.84 72% 0.88 70% Ratios (%): Purchased power/distribution revenue Operation, maintenance and administration/net revenue Depreciation and amortization/net revenue Financial charges/net revenue Income tax rate NCI/Net income before NCI Net profit margin 67.4 36.2 22.1 11.8 12.0 13.2 69.7 38.1 23.1 12.1 10.6 (0.3) 11.4 69.7 36.8 24.6 12.2 12.8 1.4 10.9 69.0 36.2 24.7 12.6 15.3 1.4 10.9 68.5 35.9 24.7 12.5 15.1 1.3 11.2 1,194 38.7 1,953 63.2 1,262 39.1 2,056 63.8 1,330 39.5 2,162 64.1 (4) (2) 6 5 (1) 1 5 5 Costs Purchased power Operation, maintenance and administration (OM&A) Depreciation and amortization (D&A) EBIT Financing charges Income before taxes Income taxes Net income Noncontrolling interest Preferred dividend Net income attributable to Hydro One shareholders EBIT EBIT margin (%) EBITDA EBITDA margin (%) 1,272 41.7 1,948 63.8 1,215 38.8 1,937 61.9 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 16 of 27 Hydro One Ltd. Hydro One Balance Sheet Year end December 31; $ millions 2013 Assets Current assets: Cash and cash equivalents Accounts receivable Due from related parties Other Property, plant and equipment (PP&E): PP&E in service, net of depreciation Construction in progress Future use land, components and spares Other long-term assets: Regulatory assets Intangible assets Goodwill Deferred income tax assets Other Total assets Liabilities Current liabilities: Short-term debt Accounts payable Accrued liabilities Other Long-term debt payable within one year Long-term debt Other long-term liabilities: Post-retirement and post-employment benefit liability Pension benefit liability Other Total liabilities Equity Common shares Preferred shares Retained earnings Other Total Hydro One shareholder's equity Noncontrolling interest Total equity 2014 2015 2016E 2017E 565 923 197 373 2,058 100 1,016 224 110 1,450 94 776 191 105 1,166 67 776 191 105 1,139 49 776 191 105 1,121 15,205 1,078 148 16,431 16,222 1,025 154 17,401 16,656 1,155 157 17,968 17,675 1,155 157 18,987 18,730 1,155 157 20,042 2,636 313 133 11 43 3,136 21,625 3,200 276 173 7 43 3,699 22,550 3,015 336 163 1,636 44 5,194 24,328 3,015 369 163 1,400 44 4,991 25,117 3,015 401 163 1,100 44 4,723 25,886 31 135 654 415 756 1,991 8,301 2 173 611 377 552 1,715 8,373 1,491 155 598 253 500 2,997 8,224 1,500 155 598 253 500 3,006 8,804 1,500 155 598 253 500 3,006 9,351 1,488 845 1,585 3,918 14,210 1,533 1,236 1,746 4,515 14,603 1,560 952 671 3,183 14,404 1,560 952 651 3,163 14,973 1,560 952 631 3,143 15,500 3,314 323 3,787 (9) 7,415 7,415 21,625 3,314 323 4,249 (9) 7,877 70 7,926 22,550 5,623 418 3,806 2 9,849 75 9,901 24,328 5,623 418 4,021 2 10,064 80 10,121 25,117 5,623 418 4,259 2 10,302 85 10,364 25,886 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 17 of 27 Hydro One Cash Flow Statement Year end December 31; $ millions Operating activities Net income Environmental expenditures Adjustments for non-cash items: Depreciation and amortization Deferred income taxes Other Change in working capital Net cash from operating activities Financing activities Change in long-term debt Change in short-term notes Common shares issued Dividends paid Other Net cash from (used in) financing activities Investing activities Capital expenditures Acquisitions Other Net cash used in investing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year 2013 2014 2015 2016E 2017E 803 (16) 747 (18) 713 (19) 725 (20) 771 (20) 597 (2) 11 11 1,404 641 10 (69) (55) 1,256 668 (2,844) 21 208 (1,253) 699 236 1,640 732 300 1,783 585 (218) (16) 351 (148) (287) 40 (395) (235) 1,491 2,600 (888) (14) 2,954 580 9 (500) (5) 84 547 (524) (5) 18 (1,387) 2 (1,385) 370 195 565 (1,504) (66) 244 (1,326) (465) 565 100 (1,632) (90) 15 (1,707) (6) 100 94 (1,651) (100) (1,751) (27) 94 67 (1,620) (200) (1,820) (19) 67 49 Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 18 of 27 Hydro One Ltd. Appendix B: Management & Board of Directors Management Mayo Schmidt (CEO) Mr. Schmidt became CEO of Saskatchewan Wheat Pool (predecessor to Viterra) in 2000 then was named President in 2005, joined the Board of Directors, and led the company to becoming a listed public corporation. As the architect of Viterra’s transformation from a regional agriculture and food business to a global leader, Mr. Schmidt headed multiple transformative global acquisitions, which ultimately more than tripled the company’s revenue to almost $12 billion. In addition to currently siting on the Board of Directors of Agrium and the Global Transportation Hub Authority he has been a member on multiple boards, including the Canadian Council of Chief Executive Officers, Executive Committee Member of The Conference Board of Canada, Trustee of The Conference Board Inc. USA, and Harvard’s Private and Public, Scientific, Academic and Consumer Food Policy Group, and is on Washburn University’s Foundation board of Trustees. Michael H. Vels (CFO) As Maple Leaf Foods CFO from 2004 to 2014 Mr. Vels was responsible for overseeing the company’s finance, mergers and acquisitions, information technology and communications functions. He also served as the Chief Transition Officer, responsible for leading the restructuring of management and back office functions of the company. During his tenure he drove business transformation and productivity gains in information technology and shared services and conducted various M&A transactions, including divestitures totalling $3 billion. He currently serves as Director of Canada’s National Ballet School and formerly served on the board of directors for Canada Bread Company and Country Style Food Services. Sandy Struthers (COO) Mr. Struthers previously served as Hydro One’s CFO and CAO, overseeing the company’s finance, regulatory and corporate support functions. Since first joining Hydro One as a Finance Director responsible for mergers and acquisitions in 2000, Mr. Struthers has held a number of senior management positions including CIO, where he was accountable for the information technology organization and strategy. Prior to joining Hydro One Mr. Struthers was a partner in the corporate finance group of a national accounting firm. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 19 of 27 Board of Directors Name Mayo Schmidt Title President and CEO and Director Profile Served as President and CEO and director at Viterra (2000-2012) and currently sits on the Board of Directors of Agrium and the Global Transportation Hub Authority. David Denison Director and Chair of the Board Was appointed Chair of the Board of Hydro One Inc. in April 2015. Former CEO of the Canada Pension Plan Investment Board and President of Fidelity Investments Canada. Ian Bourne Director Former Chair of SNC-Lavalin Group and Interim CEO in 2012. Chair of the Board of Directors of Ballard Power Systems and a member of multiple of Boards. Charles Brindamour Director CEO and board member of Intact Financial Corporation , the C.D. Howe Institute, and of the Insurance Bureau of Canada where he was Chair for the past four years. Marcello Caira Director Director and Vice-Chairman of the Board of Directors of Restaurant Brands International and a director of the Minto Group. Former CEO of Tim Hortons. Christie Clark Director Corporate Director at Loblaw Companies and member of the Board of Directors of Loblaw Companies, Air Canada, and Choice Properties Real Estate Investment Trust. George Cooke Director President of Martello Associates Consulting and Chair of the Board of Directors of OMERS Administration. Former CEO of Dominion of Canada General Insurance Company. Margaret Harris Director Corporate Director and the Chair of the Board of Directors of the Investment Industry Regulatory Organization of Canada (IIROC). James Hinds Director Former Managing Director of investment banking at TD Securities. Past Chair of the IESO and Chair of the former Ontario Power Authority Board of Directors . Kathryn Jackson Director Corporate Director and former Senior Vice President and Chief Technology Officer of RTI International Metals. Roberta Jamieson Director Mohawk woman from the Six Nations of the Grand River Territory and President and CEO of Indspire, Canada’s premiere Indigenous-led charity. Frances Lankin Director Former President and CEO of the United Way and former Member of Provincial Parliament for the Toronto riding of Beaches. Philip Orsino Director Consultant and corporate director and the former President and CEO of Jeld-Wen. Jane Peverett Director Corporate Director and former CEO and CFO of the British Columbia Transmission Corporation. Gale Rubenstein Director Partner of the law firm Goodmans LLP and a member of the firm’s Executive Committee. Source: Hydro One Ltd., Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 20 of 27 Hydro One Ltd. Appendix C: Risks Regulatory Potential changes to regulatory frameworks can negatively impact Hydro One’s operations. This is particularly true considering that nearly 100% of its revenues are rate-regulated. Included are risks relating to rate orders, actual performance against forecasts and capital expenditures. Notably the allowed ROE is adjusted annually and Ontario currently has one of the highest allowed ROE in Canada. Weather Severe weather and natural disasters pose a risk to Hydro One’s facilities. Weather conditions also have an impact on its sales. Interest rates Given the inverse relationship between utility valuations and interest rates, share prices could come under pressure in a rising interest rate environment. Capital investments If Hydro One can’t arrange sufficient cost-effective financing to repay maturing debt and to fund capital expenditures, the company may not be able to execute plans for capital projects necessary to maintain the performance of assets. There is also the risk that certain projects or acquisitions could negatively impact Hydro One’s share price if not viewed positively by the market. Labor disputes There is no guarantee Hydro One will be able to negotiate appropriate collective agreements on acceptable terms consistent with the company’s rate decisions. Environmental Non-compliance with environmental regulations, the failure to mitigate significant health and safety risks or the inability to recover environmental expenditures in rate applications, could negatively impact Hydro One’s operations in the future. Pension plan Given that Hydro One provides a defined benefit pension to its workers there exists the risk of not being able to recover future pension expenditures in the rates and uncertainty surrounding the future regulatory treatment of pension. Political Situations may arise in the future where government and public shareholders have opposing interests. This could be problematic for shareholders given the province’s strong influence over the company and its role within Ontario’s electricity industry. Secondary offering The province of Ontario currently has 85% ownership in Hydro One and plans on reducing its ownership to 40% over time through secondary offerings. There is no assurance that sufficient demand for Hydro One stock will exist to prevent the secondary offerings from negatively impacting its share price. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 21 of 27 Appendix D: Ontario’s 2016 Allowed ROE Formula Source: Ontario Energy Board Company Citations Company Name Aecon Group Agrium Inc. Air Canada Brookfield Infrastructure Partners L.P. Brookfield Renewable Energy Partners L.P. Choice Properties REIT Intact Financial Corporation Loblaw Companies Ltd. Pattern Energy Group Inc. SNC-Lavalin Ticker ARE AGU AC BIP BEP CHP.UN IFC L PEGI SNC Exchange TSX NYSE TSX NYSE NYSE TSX TSX TSX NASDAQ TSX Currency C$ US$ C$ US$ US$ C$ C$ C$ US$ C$ Closing Price 15.80 89.55 8.54 39.90 28.35 12.21 89.45 73.91 18.84 46.12 RJ Rating 2 3 4 1 2 3 2 2 2 3 RJ Entity RJ Ltd. RJ Ltd. RJ Ltd. RJ Ltd. RJ Ltd. RJ & Associates RJ Ltd. RJ Ltd. RJ Ltd. RJ Ltd. Notes: Prices are as of the most recent close on the indicated exchange and may not be in US$. See Disclosure section for rating definitions. Stocks that do not trade on a U.S. national exchange may not be registered for sale in all U.S. states. NC=not covered. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 22 of 27 Hydro One Ltd. IMPORTANT INVESTOR DISCLOSURES Raymond James & Associates (RJA) is a FINRA member firm and is responsible for the preparation and distribution of research created in the United States. Raymond James & Associates is located at The Raymond James Financial Center, 880 Carillon Parkway, St. Petersburg, FL 33716, (727) 567-1000. Non-U.S. affiliates, which are not FINRA member firms, include the following entities which are responsible for the creation and distribution of research in their respective areas; In Canada, Raymond James Ltd. (RJL), Suite 2100, 925 West Georgia Street, Vancouver, BC V6C 3L2, (604) 659-8200; In Latin America, Raymond James Argentina S.A., San Martin 344, 22nd Floor, Buenos Aires, C10004AAH, Argentina, +54 11 4850 2500; In Europe, Raymond James Euro Equities, SAS, 40, rue La Boetie, 75008, Paris, France, +33 1 45 61 64 90, and Raymond James Financial International Ltd., Broadwalk House, 5 Appold Street, London, England EC2A 2AG, +44 203 798 5600. This document is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in any locality, state, country, or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. The securities discussed in this document may not be eligible for sale in some jurisdictions. This research is not an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. 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Several factors enter into the compensation determination for an analyst, including i) research quality and overall productivity, including success in rating stocks on an absolute basis and relative to the local exchange composite Index and/or a sector index, ii) recognition from institutional investors, iii) support effectiveness to the institutional and retail sales forces and traders, iv) commissions generated in stocks under coverage that are attributable to the analyst’s efforts, v) net revenues of the overall Equity Capital Markets Group, and vi) compensation levels for analysts at competing investment dealers. Analyst Stock Holdings: Effective September 2002, Raymond James equity research analysts and associates or members of their households are forbidden from investing in securities of companies covered by them. Analysts and associates are permitted to hold long positions in the securities of companies they cover which were in place prior to September 2002 but are only permitted to sell those positions five days after the rating has been lowered to Underperform. The views expressed in this report accurately reflect the personal views of the analyst(s) covering the subject securities. No part of said person's compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this research report. In addition, said analyst has not received compensation from any subject company in the last 12 months. RATINGS AND DEFINITIONS Raymond James Ltd. (Canada) definitions: Strong Buy (SB1) The stock is expected to appreciate and produce a total return of at least 15% and outperform the S&P/TSX Composite Index over the next six months. Outperform (MO2) The stock is expected to appreciate and Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 23 of 27 outperform the S&P/TSX Composite Index over the next twelve months. Market Perform (MP3) The stock is expected to perform generally in line with the S&P/TSX Composite Index over the next twelve months and is potentially a source of funds for more highly rated securities. Underperform (MU4) The stock is expected to underperform the S&P/TSX Composite Index or its sector over the next six to twelve months and should be sold. Raymond James & Associates (U.S.) definitions: Strong Buy (SB1) Expected to appreciate, produce a total return of at least 15%, and outperform the S&P 500 over the next six to 12 months. For higher yielding and more conservative equities, such as REITs and certain MLPs, a total return of at least 15% is expected to be realized over the next 12 months. Outperform (MO2) Expected to appreciate and outperform the S&P 500 over the next 12-18 months. For higher yielding and more conservative equities, such as REITs and certain MLPs, an Outperform rating is used for securities where we are comfortable with the relative safety of the dividend and expect a total return modestly exceeding the dividend yield over the next 12-18 months. Market Perform (MP3) Expected to perform generally in line with the S&P 500 over the next 12 months. Underperform (MU4) Expected to underperform the S&P 500 or its sector over the next six to 12 months and should be sold. Suspended (S) The rating and price target have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and price target are no longer in effect for this security and should not be relied upon. Raymond James Argentina S.A. rating definitions: Strong Buy (SB1) Expected to appreciate and produce a total return of at least 25.0% over the next twelve months. Outperform (MO2) Expected to appreciate and produce a total return of between 15.0% and 25.0% over the next twelve months. Market Perform (MP3) Expected to perform in line with the underlying country index. Underperform (MU4) Expected to underperform the underlying country index. Suspended (S) The rating and price target have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and price target are no longer in effect for this security and should not be relied upon. Raymond James Europe (Raymond James Euro Equities SAS & Raymond James Financial International Limited) rating definitions: Strong Buy (1) Expected to appreciate, produce a total return of at least 15%, and outperform the Stoxx 600 over the next 6 to 12 months. Outperform (2) Expected to appreciate and outperform the Stoxx 600 over the next 12 months. Market Perform (3) Expected to perform generally in line with the Stoxx 600 over the next 12 months. Underperform (4) Expected to underperform the Stoxx 600 or its sector over the next 6 to 12 months. Suspended (S) The rating and target price have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and target price are no longer in effect for this security and should not be relied upon. In transacting in any security, investors should be aware that other securities in the Raymond James research coverage universe might carry a higher or lower rating. Investors should feel free to contact their Financial Advisor to discuss the merits of other available investments. Suitability Ratings (SR) Medium Risk/Income (M/INC) Lower to average risk equities of companies with sound financials, consistent earnings, and dividend yields above that of the S&P 500. Many securities in this category are structured with a focus on providing a consistent dividend or return of capital. Medium Risk/Growth (M/GRW) Lower to average risk equities of companies with sound financials, consistent earnings growth, the potential for long-term price appreciation, a potential dividend yield, and/or share repurchase program. High Risk/Income (H/INC) Medium to higher risk equities of companies that are structured with a focus on providing a meaningful dividend but may face less predictable earnings (or losses), more leveraged balance sheets, rapidly changing market dynamics, financial and competitive issues, higher price volatility (beta), and potential risk of principal. Securities of companies in this category may have a less predictable income stream from dividends or distributions of capital. High Risk/Growth (H/GRW) Medium to higher risk equities of companies in fast growing and competitive industries, with less predictable earnings (or losses), more leveraged balance sheets, rapidly changing market dynamics, financial or legal issues, higher price volatility (beta), and potential risk of principal. High Risk/Speculation (H/SPEC) High risk equities of companies with a short or unprofitable operating history, limited or less predictable revenues, very high risk associated with success, significant financial or legal issues, or a substantial risk/loss of principal. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 24 of 27 Hydro One Ltd. RATING DISTRIBUTIONS Coverage Universe Rating Distribution* Investment Banking Distribution RJL RJA RJ Arg RJEE/RJFI RJL RJA RJ Arg RJEE/RJFI Strong Buy and Outperform (Buy) 65% 57% 53% 50% 40% 21% 0% 0% Market Perform (Hold) 33% 38% 47% 37% 15% 5% 0% 0% Underperform (Sell) 2% 6% 0% 14% 0% 7% 0% 0% * Columns may not add to 100% due to rounding. RAYMOND JAMES RELATIONSHIP DISCLOSURES Raymond James Ltd. or its affiliates expects to receive or intends to seek compensation for investment banking services from all companies under research coverage within the next three months. Company Name Disclosure Hydro One Ltd. Raymond James Ltd - the analyst and/or associate has viewed the material operations of Hydro One Ltd. Raymond James Ltd. has managed or co-managed a public offering of securities within the last 12 months with respect to Hydro One Ltd. Raymond James Ltd. has provided investment banking services within the last 12 months with respect to Hydro One Ltd. Raymond James Ltd. has received compensation for investment banking services within the last 12 months with respect to Hydro One Ltd. STOCK CHARTS, TARGET PRICES, AND VALUATION METHODOLOGIES Valuation Methodology: The Raymond James methodology for assigning ratings and target prices includes a number of qualitative and quantitative factors including an assessment of industry size, structure, business trends and overall attractiveness; management effectiveness; competition; visibility; financial condition, and expected total return, among other factors. These factors are subject to change depending on overall economic conditions or industry- or company-specific occurrences. Target Prices: The information below indicates our target price and rating changes for H stock over the past three years. Valuation Methodology: We value Hydro One based on a target yield to our expected cash distribution per common share. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. Canada Research | Page 25 of 27 RISK FACTORS General Risk Factors: Following are some general risk factors that pertain to the businesses of the subject companies and the projected target prices and recommendations included on Raymond James research: (1) Industry fundamentals with respect to customer demand or product / service pricing could change and adversely impact expected revenues and earnings; (2) Issues relating to major competitors or market shares or new product expectations could change investor attitudes toward the sector or this stock; (3) Unforeseen developments with respect to the management, financial condition or accounting policies or practices could alter the prospective valuation. Risks - Hydro One Ltd. Regulatory - Potential changes to regulatory frameworks can negatively impact the company’s operations. Weather - Severe weather and natural disasters pose a risk to the company’s facilities and could impact its sales. Interest rates - Given the inverse relationship between utility valuations and interest rates, share prices could come under pressure in a rising interest rate environment. Capital investments - Cost-effective financing is required to repay maturing debt and to fund capital expenditures. Certain projects or acquisitions could negatively impact share price if not viewed positively by the market. Labor disputes - There is no guarantee the company will be able to negotiate appropriate collective agreements on acceptable terms consistent with the company’s rate decisions. Environmental - Non-compliance with environmental regulations, the failure to mitigate significant health and safety risks or the inability to recover environmental expenditures in rate applications, could negatively impact operations. Pension plan - There exists the risk of not being able to recover future pension expenditures in the rates and uncertainty surrounding the future regulatory treatment of pension. Political - Situations may arise in the future where Ontario’s government and public shareholders have opposing interests. Secondary offering - There is no assurance that sufficient demand will exist to prevent secondary offerings from negatively impacting the share price. Additional Risk and Disclosure information, as well as more information on the Raymond James rating system and suitability categories, is available for Raymond James at rjcapitalmarkets.com/Disclosures/index and for Raymond James Limited at www.raymondjames.ca/researchdisclosures. INTERNATIONAL DISCLOSURES FOR CLIENTS IN THE UNITED STATES: Any foreign securities discussed in this report are generally not eligible for sale in the U.S. unless they are listed on a U.S. exchange. This report is being provided to you for informational purposes only and does not represent a solicitation for the purchase or sale of a security in any state where such a solicitation would be illegal. Investing in securities of issuers organized outside of the U.S., including ADRs, may entail certain risks. The securities of non-U.S. issuers may not be registered with, nor be subject to the reporting requirements of, the U.S. Securities and Exchange Commission. There may be limited information available on such securities. Investors who have received this report may be prohibited in certain states or other jurisdictions from purchasing the securities mentioned in this report. Please ask your Financial Advisor for additional details and to determine if a particular security is eligible for purchase in your state. Raymond James Ltd. is not a U.S. broker‐dealer and therefore is not governed by U.S. laws, rules or regulations applicable to U.S. broker‐ dealers. Consequently, the persons responsible for the content of this publication are not licensed in the U.S. as research analysts in accordance with applicable rules promulgated by the U.S. Self Regulatory Organizations. Any U.S. Institutional Investor wishing to effect trades in any security should contact Raymond James (USA) Ltd., a U.S. broker‐dealer affiliate of Raymond James Ltd. FOR CLIENTS IN THE UNITED KINGDOM: For clients of Raymond James & Associates (London Branch) and Raymond James Financial International Limited (RJFI): This document and any investment to which this document relates is intended for the sole use of the persons to whom it is addressed, being persons who are Eligible Counterparties or Professional Clients as described in the FCA rules or persons described in Articles 19(5) (Investment professionals) or 49(2) (High net worth companies, unincorporated associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or any other person to whom this promotion may lawfully be directed. It is not intended Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 26 of 27 Hydro One Ltd. to be distributed or passed on, directly or indirectly, to any other class of persons and may not be relied upon by such persons and is therefore not intended for private individuals or those who would be classified as Retail Clients. For clients of Raymond James Investment Services, Ltd.: This report is for the use of professional investment advisers and managers and is not intended for use by clients. For purposes of the Financial Conduct Authority requirements, this research report is classified as independent with respect to conflict of interest management. RJA, RJFI, and Raymond James Investment Services, Ltd. are authorised and regulated by the Financial Conduct Authority in the United Kingdom. FOR CLIENTS IN FRANCE: This document and any investment to which this document relates is intended for the sole use of the persons to whom it is addressed, being persons who are Eligible Counterparties or Professional Clients as described in “Code Monétaire et Financier” and Règlement Général de l’Autorité des Marchés Financiers. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons and may not be relied upon by such persons and is therefore not intended for private individuals or those who would be classified as Retail Clients. For clients of Raymond James Euro Equities: Raymond James Euro Equities is authorised and regulated by the Autorité de Contrôle Prudentiel et de Résolution and the Autorité des Marchés Financiers. For institutional clients in the European Economic Area (EEA) outside of the United Kingdom: This document (and any attachments or exhibits hereto) is intended only for EEA institutional clients or others to whom it may lawfully be submitted. Raymond James Euro Equities is a French Investment Services Provider authorized by the Autorité de contrôle prudentiel et de résolution and regulated by the Autorité de contrôle prudentiel et de résolution and the Autorité des Marchés Financiers. For non-European exchanges, Raymond James Euro Equities operates under the name Raymond James International. Proprietary Rights Notice: By accepting a copy of this report, you acknowledge and agree as follows: This report is provided to clients of Raymond James only for your personal, noncommercial use. Except as expressly authorized by Raymond James, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit the information contained in this report, in printed, electronic or any other form, in any manner, without the prior express written consent of Raymond James. You also agree not to use the information provided in this report for any unlawful purpose. This report and its contents are the property of Raymond James and are protected by applicable copyright, trade secret or other intellectual property laws (of the United States and other countries). United States law, 17 U.S.C. Sec.501 et seq, provides for civil and criminal penalties for copyright infringement. No copyright claimed in incorporated U.S. government works. Additional information is available upon request. This document may not be reprinted without permission. RJL is a member of the Canadian Investor Protection Fund. ©2016 Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Hydro One Ltd. EQUITY RESEARCH HEAD OF EQUITY RESEARCH DARYL SWETLISHOFF, CFA Canada Research | Page 27 of 27 RAYMOND JAMES LTD. CANADIAN INSTITUTIONAL EQUITY TEAM WWW.RAYMONDJAMES.CA INSTITUTIONAL EQUITY SALES 604.659.8246 CONSUMER CONSUMER & RETAIL KENRIC TYGHE, MBA KRISZTINA KATAI (ASSOCIATE) 416.777.7188 416.777.7060 HEAD OF SALES MIKE WESTCOTT GREG JACKSON (ECM, BUSINESS MANAGER) MICHELLE MARGUET ( ECM, INSTITUTIONAL MARKETING) TORONTO (CAN 1.888.601.6105 | USA 1.800.290.4847) LAURA ARRELL (U.S. EQUITIES) SEAN BOYLE JEFF CARRUTHERS, CFA RICHARD EAKINS JONATHAN GREER DAVE MACLENNAN ROBERT MILLS, CFA BRADY PIMLOTT (ASSOCIATE) NICOLE SVEC-GRIFFIS, CFA (U.S. EQUITIES) NEIL WEBER ORNELLA BURNS (ASSISTANT) SATBIR CHATRATH (ASSISTANT) ENERGY OIL & GAS ENERGY SERVICES, HEAD OF ENERGY RESEARCH ANDREW BRADFORD, CFA TIM MONACHELLO (ASSOCIATE) OIL & GAS PRODUCERS KURT MOLNAR GORDON STEPPAN, CFA (SR ASSOCIATE) OIL & GAS PRODUCERS JEREMY MCCREA, CFA MICHAEL SHAW, CFA (ASSOCIATE) SR. 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