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Power and Utilities Accounting, Financial Reporting, and Tax Research Guide July 2018 This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication. As used in this document, “Deloitte” means Deloitte & Touche LLP, a subsidiary of Deloitte LLP. Please see www.deloitte.com/ us/about for a detailed description our legal structure. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright © 2018 Deloitte Development LLC. All rights reserved. Contents Foreword iv Acknowledgments and Contact Information v Section 1 — Industry Developments 1 Section 2 — SEC Update 37 Section 3 — Industry Hot Topics 54 Section 4 — Accounting Standards Codification Update 76 Section 5 — New Revenue Recognition Model 131 Section 6 — New Lease Accounting Model 154 Section 7 — Income Tax Update 174 Section 8 — Renewable Energy Considerations 195 Appendixes 211 Appendix A — Other Resources and Upcoming Events 212 Appendix B — Titles of Standards and Other Literature 213 Appendix C — Abbreviations 220 iii Foreword July 2018 To our clients, colleagues, and other friends: We are pleased to present the most current version of our Accounting, Financial Reporting, and Tax Research Guide for the power and utilities (P&U) industry. We have revised this publication to serve principally as a reference guide for readers rather than just as an annual update. Our industry continues to face changing markets, new and revised legislation, environmental initiatives or changes, regulatory pressures, cyber and physical threats, and new technologies, in addition to new accounting standards. This publication discusses accounting, tax, and regulatory matters that P&U entities will need to consider as a result of these changes, including updates to SEC, FASB, and tax guidance, and focuses on specialized industry accounting topics that frequently affect P&U companies, including rate-regulated entities. We have expanded several sections in this year’s publication that concentrate on accounting and reporting considerations related to the new accounting standards, including the discussion of those specific industry matters that remain outstanding with the AICPA’s Power and Utility Entities Revenue Recognition Task Force. Certain sections of this publication are designed to help you understand and address potential challenges in accounting and reporting related to topics on which the FASB has recently issued (1) proposed guidance or (2) final standards that are not yet effective or available for adoption. Our publication discusses such proposed and codified standards and highlights nuances that could affect our industry. We hope you find this update a useful resource, and we welcome your feedback. As always, we encourage you to contact your Deloitte team or any of our Deloitte specialists for additional information and assistance. Sincerely, William P. Graf U.S. Power & Utilities Audit Functional Sector Leader and Industry Professional Practice Director Deloitte & Touche LLP iviv Acknowledgments and Contact Information Acknowledgments We would like to thank the following Deloitte professionals for contributing to this publication: James Barker Michael Gyoerkoe Michael Lorenzo Shahid Shah Mark Bolton John Hartman Jake Manning Lindsey Simpson David Brown Bree Hillman Roy Matsunaga Cheryl Smolinski Ashley Carpenter Chase Hodges Kenjiro Matsuo Conor Tamms Diane Castro David Horn Peter McLaughlin Allison Taylor Emily Childs Jonathan Howard Melissa McMahon Brenna Vanderloop Chris Chiriatti Jeremy Hurwitch Morgan Miles Curt Weller Sandy Cluzet Eric Jain Adrian Mills Brent Wilberts Amy Davidson Courtney Johnson-Gomez Darry Newbill Hayley Wilden Jamie Davis Mike Juergens Adam Nicholson Andrew Winters George Fackler Tom Kilkenny Taylor Paul Dave Yankee Casey Fersch Sandie Kim Jeanine Pagliaro Jason Gambone Tim Kolber Haley Reuther Bill Graf Elise Lambert Andy Roberts U.S. Energy, Resources & Industrials Contacts Stanley Porter Scott Smith U.S. Energy, Resources & Industrials National U.S. Energy, Resources & Industrials Audit Leader Industry Leader Deloitte & Touche LLP Deloitte Consulting LLP +1 619 237 6989 +1 703 251 4000 [email protected] [email protected] Katie Pavlovsky Jeff Weirens U.S. Energy, Resources & Industrials Risk and U.S. Energy, Resources & Industrials Financial Advisory Leader Consulting Leader Deloitte FAS LLP Deloitte Consulting LLP +1 713 982 4358 +1 612 397 4382 [email protected] [email protected] Todd Crawford Marlene Motyka U.S. Energy, Resources & Industrials Tax Leader Global and U.S. Renewable Energy Leader Deloitte Tax LLP Deloitte Transactions and Business Analytics LLP +1 713 982 4048 +1 973 602 5691 [email protected] [email protected] v Deloitte | Power and Utilities Accounting, Financial Reporting, and Tax Research Guide U.S. Power & Utilities Contacts Scott Smith Bill Graf U.S. Power & Utilities National Sector Leader U.S. Power & Utilities Audit Functional Sector Leader Deloitte & Touche LLP and Industry Professional Practice Director +1 619 237 6989 Deloitte & Touche LLP [email protected] +1 312 486 2673 [email protected] Brian Murrell Reid Miller U.S. Power & Utilities Risk and Financial U.S. Power & Utilities Consulting Functional Sector Advisory Functional Sector Leader Leader Deloitte & Touche LLP Deloitte Consulting LLP +1 212 436 4805 +1 612 397 4156 [email protected] [email protected] Dave Yankee Tom Kilkenny U.S. Power & Utilities Tax Functional Sector Leader Power & Utilities Deputy Industry Professional Deloitte Tax LLP Practice Director +1 312 486 9842 Deloitte & Touche LLP [email protected] +1 469 417 2060 [email protected] James Barker Power & Utilities Deputy Industry Professional Practice Director Deloitte & Touche LLP +1 203 761 3550 [email protected] vi Section 1 — Industry Developments Role of M&A in the P&U Sector M&A activity in the energy sector continued to be active in 2017, with many micro- and macroeconomic factors coming together to create an opportunistic environment. The micro- and macroeconomic factors are being driven by market volatility throughout the sector, which is attributable to low natural gas and wholesale power prices and a low interest rate environment. Compounding the market volatility is the movement away from traditional fossil fuel-fired generation toward cleaner sources, coupled with changing energy market dynamics. Many regulated utilities have significant capital expenditure plans related to infrastructure needs that constitute growth potential for acquirers. All of these factors have led to shifting opportunities for energy investments by both public and private entities, including several deals between U.S. and Canadian utilities that were completed or announced in 2017. The acquisitions of public companies completed and announced in 2017 and the first quarter of 2018 had a wide range of premiums. Some examples of the premiums on transactions include the following: • Completed: o January 2017 (announced February 2016) — Liberty Utilities and The Empire District Electric Company (21 percent premium). o February 2017 (announced September 2016) — Enbridge Inc. and Spectra Energy Corp. (11 percent premium). o September 2017 (announced February 2017) — Peoples Natural Gas and Delta Natural Gas Company Inc. (17 percent premium). o March 2018 (announced August 2017) — Energy Capital Partners and Calpine Corporation (51 percent premium from May 9, 2017, price before speculation of a transaction). o April 2018 (announced October 2017) — Vistra Energy Corporation and Dynegy Inc. (43.8 percent premium). • Announced: o January 2017 — AltaGas and Washington Gas and Electric (12 percent premium). o July 2017 — Hydro One Limited and Avista Corporation (24 percent premium). o January 2018 — Dominion Energy Inc. and SCANA Corporation (42 percent premium). o April 2018 — CenterPoint Energy Inc. and Vectren Corporation (17 percent premium). o May 2018 — Southern Company (select subsidiaries and assets) and NextEra Energy (27 percent premium). M&A Activity M&A continued to play an active role in the P&U sector in 2017 and early 2018. Acquiring companies have sought to increase their financial security, reduce their risk profiles and costs, strengthen their balance sheets, diversify their state regulatory risk, and enhance their abilities to employ large capital investment programs. Some companies with regulated operations have sought to expand their rate bases and provide more stable, predictable earnings. During 2017, as in 2016, there were a significant number of 2 M&A Activity cross-border deals with Canadian entities as they sought to diversify their Canadian portfolios with U.S.-based utilities and assets. A number of significant M&A activities have been completed in the P&U sector over the past year, including the following: • Liberty Utilities and the Empire District Electric Co. — On January 1, 2017, Liberty Utilities, a subsidiary of Algonquin Power & Utilities
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