FTS Fortis Inc

FORTIS

        We are principally an international electric and gas utility holding company, with total assets of approximately $48 billion as at March 31, 2017 and revenue totaling approximately $6.8 billion for the year ended December 31, 2016 and $2.3 billion for the three month period ended March 31, 2017. Our electricity systems met a combined peak demand of 33,021 megawatts, or MW, in 2016 and 23,919 MW in the first quarter of 2017, and our gas distribution systems met a peak day demand of 1,586 terajoules, or TJ, in 2016 and 1,567 TJ in the first quarter of 2017. Our more than 8,000 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries.

RECENT DEVELOPMENTS

        On May 11, 2017, we entered into an agreement with Teck Resources Limited, or Teck, to acquire a two-thirds ownership interest in the Waneta Dam and related transmission assets in British Columbia, Canada, from Teck for a purchase price of $1.2 billion, subject to certain adjustments. The Waneta Acquisition will be funded by a combination of cash on hand, debt and equity. Waneta is a renewable energy facility located in an area central to our overall operations in British Columbia. FortisBC Inc., our subsidiary, currently operates and maintains Waneta. Under the purchase agreement, Teck will be granted a 20-year lease to use the two-thirds interest in Waneta to be acquired by us to produce power for its industrial operations in Trail, British Columbia. BC Hydro, the owner of the remaining one-third ownership interest in Waneta, has a right of first offer in respect of the sale by Teck and will have 60 days to elect either to purchase Teck's two-thirds interest in the dam or to waive this right. Closing of the Waneta Acquisition will also be subject to certain customary conditions, including receipt of certain approvals and consents from Canadian and U.S. governmental authorities, and is expected to occur in the fourth quarter of 2017.

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RISK FACTORS

        An investment in the New Notes offered hereby involves certain risks. You should carefully consider the risk factors described under:

(a)

the heading "Business Risk Management" found on pages 37 to 49 of the Annual MD&A;



(b)

note 32 "Financial Risk Management" found on pages 66 to 69 of the Annual Financial Statements;



(c)

"Schedule A — Risk Factors" to the ITC Business Acquisition Report; and



(d)

the heading "Item 1A. Risk Factors" found on pages 48 to 51 of "Schedule B — ITC Interim Financial Statements and MD&A" to the ITC Business Acquisition Report, which include certain risks that relate to the business and operations of ITC,

each of which is incorporated by reference herein, and under the heading "Risk Factors" found on pages 23 to 25 of the accompanying Prospectus. In addition, you should carefully consider, in light of your own financial circumstances, the risk factors set out below which relate to the New Notes, as well as the other information contained in this Prospectus Supplement, the Prospectus, the documents incorporated by reference herein and therein and in all subsequently filed documents incorporated by reference, before making a decision to participate in the exchange offer.

Risks Related to the New Notes

Changes in our credit ratings may adversely affect the value of the New Notes

        There can be no assurance that the credit ratings assigned to the New Notes will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by one or more of the rating agencies if, in such rating agency's judgment, circumstances so warrant.

        Credit rating agencies evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of such industries. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value of the New Notes and increase our corporate borrowing costs.

The Indenture does not limit the amount of debt we or our subsidiaries may incur or restrict our ability to engage in other transactions that may adversely affect holders of the New Notes

        The Indenture under which the New Notes will be issued does not limit the amount of debt that we or our subsidiaries may incur, including secured debt. The Indenture does not contain any financial covenants or other provisions that would afford the holders of the New Notes any substantial protection in the event we participate in a highly leveraged transaction. In addition, the Indenture does not limit our ability to pay dividends, make distributions or repurchase our common shares. As a result of the foregoing, when evaluating the terms of the New Notes, you should be aware that the terms of the Indenture and the New Notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the New Notes.

We may be unable to generate the cash flow to service our debt obligations, including the New Notes

        We cannot assure you that our business will generate sufficient cash flow to enable us to service our indebtedness, including the New Notes, or to make anticipated capital expenditures. Our ability to pay our expenses and satisfy our debt obligations, refinance our debt obligations and fund planned capital expenditures will depend on our future performance, which will be affected by general economic, financial, competitive, legislative, regulatory and other factors beyond our control. Based upon current levels of operations, we believe cash flow from operations and available cash will be adequate for the foreseeable future to meet our anticipated requirements for working capital, capital expenditures and scheduled payments of principal and interest on our indebtedness, including the New Notes. However, if we are unable to generate sufficient cash flow from operations or to borrow sufficient funds in the future to service our debt, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing debt (including the New Notes) or obtain

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additional financing. We cannot assure you that we will be able to refinance our debt, sell assets or incur additional indebtedness on terms acceptable to us, or at all.

We have a substantial amount of indebtedness, which may adversely affect our cash flow and ability to operate our business and make payments on the New Notes

        The New Notes will be our direct, unsecured and unsubordinated debt obligations, ranking equally in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. As of March 31, 2017, on a pro forma basis after giving effect to the changes in long-term debt, capital lease and finance obligations from March 31, 2017 up to and including May 29, 2017, our consolidated indebtedness would have been an estimated $22.6 billion.

        If we incur any additional obligations that rank equally with the New Notes, the holders of those obligations will be entitled to share ratably with the holders of the New Notes and our previously issued senior indebtedness in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the New Notes then outstanding would remain unpaid.

The New Notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets

        The New Notes are not secured by any of our assets. The Indenture governing the New Notes does not contain any restrictions on the amount of additional indebtedness that we or our subsidiaries may incur, including with respect to secured debt. If we incur any secured debt, our assets will be subject to prior claims by our secured creditors. If we become insolvent or are liquidated, or if payment under any agreements governing any secured debt is accelerated, the lenders under our secured debt agreements would be entitled to exercise the remedies available to a secured lender. Accordingly, the lenders would have a prior claim on our assets to the extent of their liens, and it is possible that there would be insufficient assets remaining from which claims of the holders of these New Notes can be satisfied. The New Notes will be effectively subordinated to any of our existing and future secured obligations to the extent of the value of the collateral securing such obligations. As of March 31, 2017, we had approximately $4.1 billion of secured obligations.

The New Notes are structurally subordinated to any indebtedness of our subsidiaries, and we may be unable to generate cash flow to service our debt obligations if our subsidiaries are unable to distribute cash to us or repay loans from us

        The New Notes will also be structurally subordinated to all liabilities and any preference or preferred shares of our subsidiaries. As of March 31, 2017, on a pro forma basis after giving effect to the changes in long-term debt, capital lease and finance obligations from March 31, 2017 up to and including May 29, 2017, our subsidiaries would have had approximately $17.3 billion of indebtedness. We are a holding company and, as such, have no revenue-generating operations of our own other than our capital raising activities. We are largely dependent on the financial results of our subsidiaries and the related cash payments from these subsidiaries. We periodically rely on external financings to provide the cash that is necessary to make future investments, service debt incurred by us, pay administrative costs and pay dividends. Our subsidiaries are separate legal entities and have no independent obligation to pay dividends to us. Prior to paying dividends to us, the subsidiaries have financial obligations that must be satisfied, including, among others, their operating expenses and obligations to creditors. Furthermore, our utilities are required by regulation to maintain a minimum equity-to-total capital ratio that may restrict their ability to pay dividends to us or may require that we contribute capital to them. The future enactment of laws or regulations may prohibit or further restrict the ability of our subsidiaries to pay upstream dividends or to repay intercorporate indebtedness. In addition, in the event of a subsidiary's liquidation or reorganization, our right to participate in a distribution of assets is subject to the prior claims of the subsidiary's creditors. As a result, our ability to generate cash flow to service our debt obligations is reliant on the ability of our subsidiaries to generate sustained earnings and cash flows and to pay dividends and repay loans.

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Our existing credit facilities contain, and agreements that we may enter into in the future may contain, covenants that could restrict our financial flexibility

        Our existing credit facility, and the credit facilities of our subsidiaries, contains covenants imposing certain requirements on our business, including covenants regarding the ratio of indebtedness to total capitalization. Furthermore, our subsidiaries periodically issue long-term debt, historically consisting of both secured and unsecured indebtedness. These third-party debt agreements contain covenants that may limit our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our and our utilities' current business, including restricting our ability to finance future operations and capital needs and limiting our subsidiaries' ability to engage in other business activities. Other covenants place or could place restrictions on our and our utilities' ability to among other things:

(a)

incur additional debt;



(b)

create liens;



(c)

enter into transactions with affiliates;



(d)

sell or transfer assets; and



(e)

consolidate or merge.

        Agreements we and our operating subsidiaries enter into in the future may also have similar or more restrictive covenants, especially if the general credit market deteriorates. A breach of any covenant in the existing credit facilities or the agreements governing our other indebtedness would result in an event of default. Certain events of default may trigger automatic acceleration of payment of the underlying obligations or may trigger acceleration of payment if not remedied within a specified period. Events of default under one agreement may trigger events of default under other agreements, although our regulated utilities are not subject to the risk of default of affiliates. If payments are accelerated as a result of an event of default, the principal and interest on such borrowing would become due and payable immediately. If that should occur, we may not be able to make all of the required payments or borrow sufficient funds to refinance the accelerated debt obligations. Even if new financing was then available, it may not be on terms that are acceptable to us.

Investors in the Notes located outside of Canada may have difficulties enforcing civil liabilities

        We are organized under the laws of the province of Newfoundland and Labrador, Canada. Moreover, the majority of our directors and officers, as well as certain of the experts named in this Prospectus Supplement, are residents of Canada or other jurisdictions outside of the United States, and all or a substantial portion of their assets and a substantial portion of our assets are located outside of the United States. In accordance with the terms of the Indenture, we have agreed to accept service of process in any suit, action or proceeding with respect to the Indenture or the Notes brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. Nevertheless, it may be difficult for holders of the Notes to effect service of process within the United States upon directors, officers and experts who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal or state securities laws or other laws of the United States. In addition, there is doubt as to the enforceability in Canada against us or our directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

Changes in interest rates may cause the market price or value of the New Notes to change

        Prevailing interest rates will affect the market price or value of the New Notes. Assuming all other factors remain unchanged, the market price or value of the New Notes may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

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Risk of Optional Redemption

        We may elect to redeem the New Notes prior to their maturity, in whole or in part, at any time or from time to time, especially when prevailing interest rates are lower than the rate borne by the New Notes. If prevailing interest rates are lower than the interest rate borne by the New Notes at the time of redemption, a purchaser may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate that is at least equal to the interest rate on the New Note being redeemed. See "Description of the New Notes — Optional Redemption".

Canadian bankruptcy and insolvency laws may impair the Trustees' ability to enforce remedies under the Indenture governing the New Notes or the New Notes themselves

        The rights of the Trustees who represents the holders of the New Notes to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place. In addition, it may be possible in certain circumstances to restructure certain debt obligations under the corporate governing statute applicable to the debtor.

        The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies' Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether payments under the New Notes would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the Trustees could exercise their rights under the Indenture governing the New Notes or whether and to what extent holders of the New Notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the Trustees.

Risks Related to the Exchange Offer

If you do not exchange your Initial Notes for New Notes, they will continue to be restricted securities and may become less liquid

        If you do not exchange your Initial Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your Initial Notes. The restrictions on transfer of your Initial Notes arise because we issued the Initial Notes in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Initial Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements.

        Because we anticipate that most holders of Initial Notes will elect to exchange their Initial Notes, we expect that the liquidity of the market for any Initial Notes remaining after the completion of the exchange offer will be substantially limited. Any Initial Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Initial Notes outstanding. Following the exchange offer, if you do not tender your Initial Notes you generally will not have any further registration rights, and your Initial Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Initial Notes could be adversely affected.

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If you do not comply with the exchange offer procedures, you will be unable to obtain the New Notes

        We will issue the New Notes in exchange for the Initial Notes only after we have timely received your Initial Notes, along with a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Initial Notes in exchange for New Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities in the tender of Initial Notes for exchange. The exchange offer will expire at 5:00 p.m., New York City time, on June 28, 2017, or on a later extended date and time as determined by us.

The New Notes may not be freely tradeable by you

        Based on interpretations of the staff of the SEC set forth in no-action letters issued to third parties, subject to the additional requirements below applicable to certain broker-dealers, we believe you may offer the New Notes for resale, resell and otherwise transfer the New Notes without compliance with the registration or prospectus delivery provisions of the Securities Act if you: (a) are not our affiliate, under Rule 405 of the Securities Act; (b) are acquiring such New Notes in the ordinary course of your business; and (c) are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of such New Notes issued to you. If you are a broker-dealer that receives New Notes for your own account in exchange for Initial Notes where such Initial Notes were not acquired by you directly from us or any of our affiliates, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Under the Registration Rights Agreement, we agreed to make this Prospectus Supplement and the accompanying Prospectus or, at our option, another registration statement available for use in connection with any resale of New Notes to any broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were not acquired by it directly from us or any of our affiliates. If you are a broker-dealer that acquired Initial Notes directly from us or any of our affiliates, you cannot rely on the foregoing interpretations of the staff of the SEC expressed in the no-action letters and, in the absence of an exemption from registration under the Securities Act, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. See "Exchange Offer — Resale of New Notes" and "Plan of Distribution".

Active trading markets for the New Notes may not develop

        There is no existing trading market for the New Notes. We do not intend to apply to list any New Notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the New Notes will ever develop or will be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the New Notes. Further, there can be no assurance as to the liquidity of any market that may develop for the New Notes, your ability to sell the New Notes or the price at which you will be able to sell the New Notes. Future trading prices of the New Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the New Notes, if any, and the markets for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

(a)

the number of holders of the New Notes;



(b)

the interest of securities dealers in making a market for the New Notes;



(c)

our credit ratings with major credit rating agencies; and



(d)

the level, direction and volatility of market interest rates generally.

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EXCHANGE OFFER

        In connection with the issuance of the Initial Notes, we entered into the Registration Rights Agreement with Goldman, Sachs & Co. as the representative of Goldman, Sachs & Co., MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, each in their capacity as an initial purchaser of the Initial Notes, or the Initial Purchasers. The following contains a summary of the provisions of the Registration Rights Agreement and does not contain all of the information that may be important to an investor in the New Notes. We refer you to the Registration Rights Agreement, a copy of which was furnished to the SEC via EDGAR as Exhibit 99.9 to our report on Form 6-K dated November 23, 2016 and can be accessed at www.sec.gov and was filed on SEDAR on November 23, 2016 and can be accessed at www.sedar.com .

Exchange Offer Registration

        Under the Registration Rights Agreement, we agreed, for the benefit of the holders of the Initial Notes, to use our commercially reasonable efforts to (1) no earlier than the last to occur of (i) the day after the closing date of our acquisition of ITC, (ii) the filing of our management information circular for our 2017 annual general meeting and (iii) four months and one day after the closing date of our issuance of the Initial Notes and no later than 270 days after the closing date of our acquisition of ITC, file with the SEC a registration statement with respect to a registered offer to exchange the New Notes for the Initial Notes and (2) cause the registration statement to become or be declared effective under the Securities Act no later than 365 days after the closing date of our acquisition of ITC.

        Under the Registration Rights Agreement, we may use any appropriate form of registration statement available to us to register the offer and issuance of the New Notes in exchange for the Initial Notes under the Securities Act, including by filing with the SEC a prospectus supplement to a short form base shelf prospectus qualified by a registration statement on Form F-10. We have determined to register the exchange offer and the issuance of the New Notes under the Securities Act by utilizing an existing effective registration statement on Form F-10 dated November 30, 2016 (File No. 333-214787), of which this Prospectus Supplement and the accompanying Prospectus form a part.

        The New Notes will be issued under the Indenture, as described herein under "Description of the Indenture". Promptly (but no later than 10 business days) following the filing of this Prospectus Supplement, we intend to commence an exchange offer whereby we will offer the New Notes in exchange for surrender of the Initial Notes. We will keep the exchange offer open for at least 20 business days after the date notice of the exchange offer is mailed to the noteholders, or longer if required by applicable law.

        As used in this Prospectus Supplement, "business day" means, with respect to the Notes, any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions in New York, New York, Toronto, Ontario and our corporate headquarters in St. John's, Newfoundland and Labrador, Canada are authorized or required by law, regulation or executive order to close, or a day on which the corporate trust office of a Trustee is closed for business.

Resale of New Notes

        Based on interpretations of the staff of the SEC set forth in no-action letters issued to third parties, subject to the additional requirements below applicable to certain broker-dealers, we believe you may offer the New Notes for resale, resell and otherwise transfer the New Notes without compliance with the registration or prospectus delivery provisions of the Securities Act if you:

(a)

are not our affiliate, under Rule 405 of the Securities Act;



(b)

are acquiring such New Notes in the ordinary course of your business; and



(c)

are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of such New Notes issued to you.

        We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the New Notes as it has in such no-action letters.

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        Each holder of Initial Notes who wishes to exchange such Initial Notes for New Notes in the exchange offer will be required to make representations that:

(a)

it is not our "affiliate", as defined in Rule 405 under the Securities Act, or if it is such an "affiliate", it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;



(b)

it has no arrangements or understandings with any person to participate in the distribution of the New Notes within the meaning of the Securities Act; and



(c)

any New Notes to be received by it will be acquired in the ordinary course of its business.

        If you are a broker-dealer that receives New Notes for your own account in exchange for Initial Notes where such Initial Notes were not acquired by you directly from us or any of our affiliates, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Under the Registration Rights Agreement, we agreed to make this Prospectus Supplement and the accompanying Prospectus or, at our option, another registration statement available for use in connection with any resale of New Notes to any broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were not acquired by it directly from us or any of our affiliates.

        If you are a broker-dealer that acquired Initial Notes directly from us or any of our affiliates, you cannot rely on the foregoing interpretations of the staff of the SEC expressed in the no-action letters and, in the absence of an exemption from registration under the Securities Act, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. See "Plan of Distribution".

        Each holder of Initial Notes, whether or not it is a broker-dealer, will also be required to represent that it is not acting on behalf of any person that could not truthfully and completely make any of the foregoing acknowledgements and representations. If a holder of Initial Notes is unable to make the foregoing acknowledgements and representations, such holder cannot rely on the foregoing interpretations of the staff of the SEC expressed in the no-action letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Shelf Registration

        In the event that (i) on or prior to the time the exchange offer is completed, existing law or interpretations of the staff of the SEC are changed such that the New Notes received by holders in the exchange offer for the Initial Notes are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) this Prospectus Supplement is not filed with the SEC within 365 days following the closing date of our acquisition of ITC and the exchange offer has not been completed within 30 business days of such date or (iii) any noteholder notifies us prior to the 20th business day following the completion of the exchange offer that: (A) it was prohibited by law or SEC policy from participating in the exchange offer, (B) it may not resell the New Notes to the public without delivering a prospectus, and this Prospectus Supplement is not appropriate or available for such resales, (C) it is a broker-dealer and owns Notes acquired directly from us or any of our affiliates or (D) it is our affiliate, we will use our commercially reasonable efforts to file a shelf registration statement relating to resales of the Registrable Securities (as defined in the Registration Rights Agreement) within 60 days after such filing obligation arises (but in any case no earlier than 270 days after the closing date of our acquisition of ITC) and to cause such shelf registration statement to become or be declared effective no later than 180 days after such filing obligation arises and to remain effective (except during certain Suspension Periods (as defined in the Registration Rights Agreement)) until the earlier of (x) such time as there are no longer any Registrable Securities outstanding, and (y) the second anniversary after the shelf registration statement becomes effective. No Suspension Period shall be any longer than 60 consecutive days and there shall be no more than two Suspension Periods in any single calendar year.

        In the event we file such a shelf registration statement, we will (i) use our commercially reasonable efforts to mail a notice of registration statement and questionnaire to the holders of the Initial Notes not less than

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30 days prior to the anticipated time and date as of which the SEC declares such shelf registration statement effective or as of which such shelf registration statement otherwise becomes effective pursuant to the Securities Act, and (ii) provide copies of the prospectus that is part of that shelf registration statement to each noteholder that has returned to us a completed and signed notice of registration statement and questionnaire, notify each such noteholder when such shelf registration statement has become effective and take certain other actions to permit resales of the notes. A noteholder that sells Initial Notes under the shelf registration statement generally will be required to make certain representations to us (as described in the Registration Rights Agreement), to be named as a selling security holder in the related prospectus, and will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a noteholder (including certain indemnification obligations). Under applicable interpretations of the staff of the SEC, our affiliates will not be permitted to exchange their Initial Notes for New Notes in the exchange offer.

Additional Interest

        Under the Registration Rights Agreement, we are required to pay additional interest on the Initial Notes if one of the following registration defaults occurs: (1) we have not filed (A) this Prospectus Supplement with the SEC within 270 days after the closing date of our acquisition of ITC or (B) a shelf registration statement within 60 days after such filing obligation arises under the Registration Rights Agreement (but in any case no earlier than 270 days after the closing date of our acquisition of ITC); (2) if a shelf registration statement is filed under the Registration Rights Agreement, such shelf registration statement has not become or been declared effective within 180 days after such filing obligation arises under the Registration Rights Agreement; (3) the exchange offer pursuant to this Prospectus Supplement is not completed within 30 business days after the date on which this Prospectus Supplement was filed; or (4) (A) the registration statement of which this Prospectus Supplement and the accompanying Prospectus form a part is withdrawn by us or becomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement or (B) a shelf registration statement filed by us with the SEC in accordance with the Registration Rights Agreement and declared effective is thereafter withdrawn by us or becomes subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such shelf registration statement and, in either case, such registration statement is not succeeded immediately by an additional registration statement that is filed by us with the SEC and declared effective.

        If a registration default occurs with respect to the Registrable Securities, then, as liquidated damages for such registration default, additional interest shall accrue on all Registrable Securities at a rate of 0.25% per annum for the first 90 days of such registration default period, and at a rate of 0.50% per annum for the remaining portion of such registration default period. Any additional interest will cease to accrue on the Registrable Securities when the registration default is cured. Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the Initial Notes is payable.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this Prospectus Supplement and in the letter of transmittal, all Initial Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer will be accepted for exchange. New Notes of each series will be issued in exchange for an equal principal amount of outstanding Initial Notes of the respective series accepted in the exchange offer. This Prospectus Supplement and the accompanying Prospectus, together with the letter of transmittal, is being sent to all holders as of the date of this Prospectus Supplement.

        The form and terms of the New Notes are the same as the form and terms of the Initial Notes except that the New Notes:

(a)

will be registered under the Securities Act, and therefore will not contain restrictions on transfer;



(b)

will not contain provisions relating to any additional interest, as described under "— Additional Interest", or the special mandatory redemption (which is no longer applicable);



(c)

will bear different CUSIP numbers from the Initial Notes of the respective series; and

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(d)

will not entitle their holders to registration rights.

        The New Notes will evidence the same debt as the Initial Notes of the related series and will be entitled to the benefits of the Indenture.

        As of the date of this Prospectus Supplement, US$500,000,000 aggregate principal amount of the Initial 2021 Notes were outstanding and US$1,500,000,000 aggregate principal amount of the Initial 2026 Notes were outstanding.

        We will be deemed to have accepted validly tendered Initial Notes when, as and if we have given written notice thereof to The Bank of New York Mellon, the exchange agent. The exchange agent will act as agent for the tendering holders of Initial Notes for the purpose of receiving the New Notes from us and delivering the New Notes to such holders.

        Upon consummation of the exchange offer, any Initial Notes not tendered will remain outstanding and continue to accrue interest but holders of Initial Notes who do not exchange their Initial Notes for New Notes in the exchange offer will no longer be entitled to registration rights or the payment of additional interest. In addition, such holders will not be able to offer or sell their Initial Notes, unless such Initial Notes are subsequently registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

        If any tendered Initial Notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this Prospectus Supplement or otherwise, the certificates for any unaccepted Initial Notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer. See "— Procedures for Tendering".

        The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under "— Conditions".

Expiration Date; Extensions; Amendments

        The term "expiration date" will mean 5:00 p.m., New York City time, on June 28, 2017, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended. Under the Registration Rights Agreement, we are required to complete the exchange offer not more than 30 business days following the commencement of the exchange offer.

        To extend the expiration date, we will notify the exchange agent of any extension by written notice and will notify the registered holders of the Initial Notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

(a)

to delay accepting any Initial Notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "— Conditions" have not been satisfied, by giving written notice of any delay, extension or termination to the exchange agent, or



(b)

to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision.

        Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice thereof to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the registered holders.

        Without limiting the manner in which we may choose to make public announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligations to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

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Interest on the New Notes

        Interest on each New Note will accrue from the last interest payment date on which interest was paid on the Initial Note surrendered in exchange therefor. Interest on the New Notes is payable semi-annually on April 4 and October 4 of each year. The first interest payment date for the Initial Notes was April 4, 2017. The first interest payment date for the New Notes will be October 4, 2017. Unless a registration default occurs and we are required to do so under the Registration Rights Agreement, no additional interest will be paid on the Initial Notes tendered and accepted for exchange.

Procedures for Tendering

        Only a holder of Initial Notes may tender Initial Notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an "agent's message" in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the Initial Notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the Initial Notes, letter of transmittal or an agent's message and other required documents must be completed and received by the exchange agent at the address set forth below under "— Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the Initial Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

        The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the Initial Notes that the participant has received and agrees: (1) to participate in DTC's Automated Tender Offer Program, or ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

        By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading "— Resale of New Notes". The tender by a holder and our acceptance thereof will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this Prospectus Supplement and in the letter of transmittal or agent's message.

        The method of delivery of Initial Notes and the letter of transmittal or agent's message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or Initial Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

        Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., through a commercial bank or trust company having an office or correspondent in the United States or through an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, or an Eligible Institution, unless the Initial Notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of an Eligible Institution. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by an Eligible Institution.

        If the letter of transmittal is signed by a person other than the registered holder of any Initial Notes, the Initial Notes must be endorsed or accompanied by a properly completed bond power, signed by the registered

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holder as the registered holder's name appears on the Initial Notes with the signature thereon guaranteed by an Eligible Institution.

        If the letter of transmittal or any Initial Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

        We understand that the exchange agent will make a request promptly after the date of this Prospectus Supplement to establish accounts with respect to the Initial Notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC's system may make book-entry delivery of Initial Notes by causing DTC to transfer the Initial Notes into the exchange agent's account with respect to the Initial Notes in accordance with DTC's procedures for the transfer. Although delivery of the Initial Notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an agent's message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below under "— Guaranteed Delivery Procedures" are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular Initial Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Initial Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of Initial Notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Initial Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

        Holders who wish to tender their Initial Notes and (1) whose Initial Notes are not immediately available, (2) who cannot deliver their Initial Notes, the letter of transmittal or any other required documents to the exchange agent, or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(a)

the tender is made through an Eligible Institution;



(b)

prior to the expiration date, the exchange agent receives from an Eligible Institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery setting forth the following:



(i)

the name and address of the holder, the certificate number(s) of the Initial Notes and the principal amount of Initial Notes tendered;



(ii)

stating that the tender is being made thereby; and



(iii)

guaranteeing that, within five New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the Initial Notes or a confirmation of book-entry transfer of the Initial Notes into the exchange agent's

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account at DTC, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and

(c)

the properly completed and executed letter of transmittal or facsimile thereof, as well as the certificate(s) representing all tendered Initial Notes in proper form for transfer or a confirmation of book-entry transfer of the Initial Notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their Initial Notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this Prospectus Supplement, tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth in the letter of transmittal. Any notice of withdrawal must:

(a)

specify the name of the person having deposited the Initial Notes to be withdrawn;



(b)

identify the Initial Notes to be withdrawn, including the principal amount of such Initial Notes;



(c)

in the case of Initial Notes tendered by book-entry transfer, specify the number of the account at DTC to be credited;



(d)

contain a statement that such holder is withdrawing its election to have such Initial Notes exchanged;



(e)

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Initial Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustees with respect to the Initial Notes register the transfer of the Initial Notes in the name of the person withdrawing the tender; and



(f)

specify the name in which any Initial Notes are to be registered, if different from the person who tendered such Initial Notes.

        All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof, or credited to an account maintained with DTC for the Initial Notes, without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Initial Notes may be retendered by following one of the procedures described above under "— Procedures for Tendering" at any time prior to the expiration date.

Conditions

        Notwithstanding any other term of the exchange offer, Initial Notes will not be required to be accepted for exchange, nor will New Notes be issued in exchange for any Initial Notes, and we may terminate or amend the exchange offer or, at our option, modify, extend or otherwise amend the exchange offer, if, because of any change in law, or applicable interpretations thereof by the SEC, we determine in our sole discretion that we are not permitted to effect the exchange offer. We have no obligation to, and will not knowingly, permit acceptance of tenders of Initial Notes from our affiliates or from any other holder or holders who are not eligible to participate in the exchange offer under applicable law or interpretations thereof by the staff of the SEC or if the New Notes to be received by such holder or holders of Initial Notes in the exchange offer, upon receipt, will not be tradable by such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the "blue sky" or securities laws of a substantial majority of all of the states of the

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United States. Other than requirements under United States federal and state securities laws, we do not need to satisfy any regulatory requirements or obtain any regulatory approvals to conduct the exchange offer.

        If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the expiration date:

(a)

terminate the exchange offer and promptly return all tendered Initial Notes to the respective tendering holders; or



(b)

modify, extend or otherwise amend the exchange offer and retain all tendered New Notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders.

        We will not accept for exchange any Initial Notes tendered, and no New Notes will be issued in exchange for any such Initial Notes, if at such time any stop order shall be threatened or be in effect with respect to the registration statement of which this Prospectus Supplement constitutes a part. We are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest practicable date.

        In addition, subject to applicable law, we may in our absolute discretion terminate the exchange offer for any other reason.

Exchange Agent

        The Bank of New York Mellon has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, copies of this Prospectus Supplement, the accompanying Prospectus or of the letter of transmittal and requests for notice of guaranteed delivery should be directed to the exchange agent as provided in the letter of transmittal.

Fees and Expenses

        We will bear and pay promptly all expenses incident to our performance of, or compliance with, the Registration Rights Agreement. If any expenses incident to the performance of, or compliance with, our obligations under the Registration Rights Agreement are incurred, assumed or paid by any noteholder, we will reimburse such noteholder for such expenses so incurred, assumed or paid by such noteholder promptly after receipt of a request therefor. However, we will not reimburse any noteholder for any agency fees and commissions and underwriting discounts and commissions, if any, or transfer taxes, if any, attributable to the sale of the Notes, and the fees and disbursements of any counsel or other advisors or experts retained by any such noteholder, unless we are specifically required to do so under the Registration Rights Agreement.

        We will bear and pay all expenses of soliciting tenders. The principal solicitation is being made by mail, but additional solicitation may be made by telecopy, telephone or in person by our and our affiliates' officers and regular employees.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the Initial Notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be expensed as incurred.

Consequences of Failure to Exchange

        Holders of Initial Notes who do not exchange their Initial Notes for New Notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such Initial Notes as set forth in the legend thereon as a consequence of the issuance of the Initial Notes pursuant to exemptions from, or in transactions not

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subject to, the registration requirements of the Securities Act and applicable state securities laws. The Initial Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. Except as may be required by the Registration Rights Agreement, we do not currently anticipate that we will register the Initial Notes under the Securities Act at any time following the expiration of the exchange offer. To the extent that Initial Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Initial Notes could be adversely affected. See "Risk Factors — Risks Related to the Exchange Offer — If you do not exchange your Initial Notes for New Notes, they will continue to be restricted securities and may become less liquid".

CAPITALIZATION

        The following table sets out our consolidated capitalization as of March 31, 2017. See "Changes in Share and Loan Capital Structure" in this Prospectus Supplement. The financial information set out below has been prepared in accordance with U.S. GAAP.

CHANGES IN SHARE AND LOAN CAPITAL STRUCTURE

        The following describes the changes in our share and loan capital structure from March 31, 2017 to May 29, 2017.

(a)

During the period from March 31, 2017 up to and including May 29, 2017, we issued an aggregate of 563,065 of our common shares in connection with issuances under our Stock Option Plan for aggregate consideration of approximately $18.5 million.



(b)

During the period from March 31, 2017 up to and including May 29, 2017, our consolidated long-term debt, capital lease and finance obligations, including current portions and committed credit facility borrowings classified as long-term debt, increased by approximately $140 million, principally due to:



(i)

the issuance of 30-year US$200 million 4.16% secured first mortgage bonds of ITC;



(ii)

the repayment of credit facility borrowings of Fortis and various subsidiaries; and



(iii)

changes in foreign exchange rates over the period.

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EARNINGS COVERAGE RATIO

        In accordance with the requirements of the Canadian securities regulatory authorities, the consolidated earnings coverage ratios set out below have been calculated for the 12-month periods ended December 31, 2016 and March 31, 2017. Our interest requirements on all of our outstanding long-term debt, after giving effect to the issue of the New Notes to be exchanged under this Prospectus Supplement, amounted to $707 million and $794 million for the 12 months ended December 31, 2016 and the 12 months ended March 31, 2017, respectively. Our dividend requirements on all of our First Preference Shares for the 12 months ended December 31, 2016 and the 12 months ended March 31, 2017, adjusted to a before-tax equivalent, amounted to $90 million using an effective income tax rate of 16.9% and $89 million using an effective income tax rate of 19.5%, respectively. Our earnings before interest and income tax for the 12 months ended December 31, 2016 and the 12 months ended March 31, 2017 were $1,446 million and $1,715 million, respectively, which is 1.81 times and 1.94 times, respectively, our aggregate interest and dividend requirements for the periods.

        After giving pro forma effect to changes in long-term debt from March 31, 2017 up to and including May 29, 2017, our interest requirements on all of our outstanding long-term debt amounted to $715 million and $800 million for the 12 months ended December 31, 2016 and March 31, 2017, respectively, and our earnings before interest and income tax for the 12 months ended December 31, 2016 and March 31, 2017 were $1,446 million and $1,715 million, respectively, which is 1.79 times and 1.93 times, respectively, our aggregate interest and dividend requirements for the periods.

DESCRIPTION OF THE NEW NOTES

         The following is a summary of the principal terms and conditions of the New Notes and of the Indenture under which they will be issued. This description of the particular terms of the New Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of the debt securities found in the Prospectus with respect to the New Notes being offered by this Prospectus Supplement. The description is intended to be only a summary of the material provisions of the New Notes and the Indenture and is qualified in its entirety by reference to all of the provisions of the New Notes and the Indenture. For full particulars, reference should be made to the Indenture.

General

        The following description of the terms of the New Notes summarizes certain general terms that will apply to the New Notes.

        The Initial 2021 Notes and the Initial 2026 Notes are each a separate series of senior debt securities issued, and the New 2021 Notes and the New 2026 Notes will each be a separate series of senior debt securities to be issued, under the indenture between us, The Bank of New York Mellon, or the U.S. Trustee, and BNY Trust Company of Canada, or the Canadian Co-Trustee, dated as of October 4, 2016, as supplemented from time to time, including by a first supplemental indenture, dated as of October 4, 2016, between us, the U.S. Trustee and the Canadian Co-Trustee, with respect to the Initial Notes. The indenture, as supplemented from time to time, is referred to as the Indenture. The U.S. Trustee and the Canadian Co-Trustee are each referred to as a Trustee and collectively as the Trustees.

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        The New Notes will be issued in fully registered form without coupons in minimum denominations of US$2,000 or any integral multiple of US$1,000 in excess thereof. The Initial 2021 Notes were initially issued in an aggregate principal amount of US$500,000,000. The New 2021 Notes are our unsecured, unsubordinated debt obligations and will mature on October 4, 2021. The Initial 2026 Notes were initially issued in an aggregate principal amount of US$1,500,000,000. The New 2026 Notes are our unsecured, unsubordinated debt obligations and will mature on October 4, 2026. Payments of principal of, and interest and premium, if any, on the New Notes will be made in U.S. dollars. The New Notes are not subject to any sinking fund provision.

        We may from time to time, without the consent of existing holders of the New Notes, create and issue further notes having the same terms and conditions as the New Notes being offered hereby in all respects, except for the issue date, the issue price and, if applicable, the first payment of interest thereon and the initial interest accrual date. Additional notes issued in this manner will be consolidated with, and will form a single series with, any previously outstanding New Notes.

Ranking

        The New Notes will be our direct, unsecured and unsubordinated debt obligations, ranking equally in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. The Indenture does not limit the amount of debt we or our subsidiaries may incur, including with respect to secured debt. See "Risk Factors — Risks Related to the New Notes — The Indenture does not limit the amount of debt we or our subsidiaries may incur or restrict our ability to engage in other transactions that may adversely affect holders of the New Notes".

        The New Notes will be effectively subordinated to any of our existing and future secured obligations to the extent of the value of the collateral securing such obligations. As of March 31, 2017, on a pro forma basis after giving effect to the changes in long-term debt, capital lease and finance obligations from March 31, 2017 up to and including May 29, 2017, we had approximately $4.4 billion of secured obligations. See "Risk Factors — Risks Related to the New Notes — The New Notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets".

        The New Notes will be structurally subordinated to all liabilities and any preference or preferred shares of our subsidiaries. As of March 31, 2017, on a pro forma basis after giving effect to the changes in long-term debt, capital lease and finance obligations from March 31, 2017 up to and including May 29, 2017, our consolidated indebtedness would have been an estimated $22.6 billion, of which approximately $4.4 billion would have been secured indebtedness. As of March 31, 2017, on a pro forma basis after giving effect to the changes in long-term debt, capital lease and finance obligations from March 31, 2017 up to and including May 29, 2017, our subsidiaries would have had approximately $17.3 of indebtedness. See "Risk Factors — Risks Related to the New Notes — The New Notes are structurally subordinated to any indebtedness of our subsidiaries, and we may be unable to generate cash flow to service our debt obligations if our subsidiaries are unable to distribute cash to us or repay loans from us".

Interest and Payment

        The New 2021 Notes will mature on October 4, 2021 and will bear interest at the rate of 2.100% per annum from and including the most recent interest payment date to which interest has been paid or provided for on the Initial 2021 Notes, payable semi-annually in arrears on April 4 and October 4 of each year. The first interest payment date for the Initial 2021 Notes was April 4, 2017. The first interest payment date for the New 2021 Notes will be October 4, 2017.

        The New 2026 Notes will mature on October 4, 2026 and will bear interest at the rate of 3.055% per annum from and including the most recent interest payment date to which interest has been paid or provided for on the Initial 2026 Notes, payable semi-annually in arrears on April 4 and October 4 of each year. The first interest payment date for the Initial 2026 Notes was April 4, 2017. The first interest payment date for the New 2026 Notes will be October 4, 2017.

        Payments of principal of, and interest and premium, if any, on, the New Notes will be made in United States dollars.

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        If a due date for the payment of interest or principal on the New Notes falls on a day that is not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the period from and after the original due date until the next business day. Interest will be paid to the person in whose name each New Note is registered at the close of business on the fifteenth calendar day next preceding each semi-annual interest payment date (whether or not a business day). Interest payments will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.

Optional Redemption

New 2021 Notes

        At any time before September 4, 2021 (which is the date that is one month prior to the maturity of the New 2021 Notes, or the 2021 Par Call Date), we will have the right to redeem the New 2021 Notes, in whole or in part and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the New 2021 Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the New 2021 Notes being redeemed that would be due if the New 2021 Notes matured on the 2021 Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the New 2021 Notes being redeemed to, but excluding, such redemption date.

        At any time on or after September 4, 2021, we will have the right to redeem the New 2021 Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the New 2021 Notes being redeemed plus accrued and unpaid interest on the principal amount of the New 2021 Notes being redeemed to, but excluding, such redemption date.

New 2026 Notes

        At any time before July 4, 2026 (which is the date that is three months prior to maturity of the New 2026 Notes, or the 2026 Par Call Date), we will have the right to redeem the New 2026 Notes, in whole or in part and from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the New 2026 Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the New 2026 Notes being redeemed that would be due if the New 2026 Notes matured on the 2026 Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the New 2026 Notes being redeemed to, but excluding, such redemption date.

        At any time on or after July 4, 2026, we will have the right to redeem the New 2026 Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the New 2026 Notes being redeemed plus accrued and unpaid interest on the principal amount of the New 2026 Notes being redeemed to, but excluding, such redemption date.

        For purposes of these redemption provisions with respect to each series of notes, the following terms have the following meanings:

        "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the applicable series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such applicable series of notes.

        "Comparable Treasury Price" means with respect to any redemption date for such series of notes, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if fewer than four of such Reference Treasury Dealer Quotations are obtained, the average of all such Reference Treasury Dealer Quotations.

        "Quotation Agent" means one of the Reference Treasury Dealers appointed by us.

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        "Reference Treasury Dealer" means each of Goldman, Sachs & Co., Scotia Capital (USA) Inc. and Wells Fargo Bank, N.A., plus two other financial institutions appointed by us at the time of any redemption, or their respective affiliates or successors, each of which is a primary Government securities dealer in the United States, or a Primary Treasury Dealer; provided, however, that if any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Redemption Procedures

        Notice of any redemption will be given at least 30 days but not more than 60 days before the redemption date to each holder of the New Notes to be redeemed by mail or, as long as the New Notes of the applicable series are represented by one or more global securities, transmitted in accordance with DTC's procedures, to each registered holder of the New Notes to be redeemed. If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the redemption date on the New Notes or portions of such New Notes called for redemption. In the event that any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.

Sinking Fund

        There is no provision for a sinking fund applicable to the New Notes.

Consent to Jurisdiction and Service of Process

        Pursuant to the Indenture we have appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, USA, as our agent for service of process in any suit, action or proceeding with respect to the Indenture brought in any U.S. federal or New York state court located in New York City and will submit to such jurisdiction.

Reports

        We will supply (without cost) to holders of the New Notes and the Trustees copies of the annual reports and quarterly reports and of any information, documents or reports that we are required to file with the SEC under Section 13 or Section 15(d) of the Exchange Act within 15 days after the same is filed with the SEC. See the section entitled "Where You Can Find Additional Information" of this Prospectus Supplement. Any documents filed by us with the SEC via EDGAR will be deemed to satisfy our delivery obligations to the holders of New Notes and the Trustees.

        If we are not required to file with the SEC, we will supply (without cost) to holders of the New Notes and the Trustees: (i) all annual and quarterly financial statements that we would have filed with the SEC on Form 40-F and Form 6-K pursuant to Section 13 or Section 15(d) of the Exchange Act as if we were required, as an MJDS-eligible issuer, to file with the SEC such financial statements; provided that such financial statements shall be prepared in accordance with U.S. GAAP and substantially in the form prescribed by applicable Canadian regulatory authorities for Canadian public reporting companies, and with respect to the annual financial statements only, including a report thereon by our certified independent accountants, plus, in each case, a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our financial condition and results of operations on a consolidated basis, and (ii) all current reports that would be required to be filed with the SEC on Form 6-K if we were required to file such reports. We shall also make such reports available to prospective purchasers of the New Notes, securities analysts and broker-

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dealers upon their request. Any documents posted on our public website under "Investor Relations" or a similar heading will be deemed to satisfy our delivery obligations to the holders of New Notes and the Trustees.

DESCRIPTION OF THE INDENTURE

        From time to time, we may issue debt securities, whether senior or subordinated, in one or more series under the Indenture. The Trustees under the Indenture are The Bank of New York Mellon in the United States and BNY Trust Company of Canada in Canada.

        We conduct our business primarily through our subsidiaries. Accordingly, our ability to meet our obligations under our debt securities is dependent primarily on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. In addition, the rights that we and our creditors would have to participate in the assets of any such subsidiary upon the subsidiary's liquidation or recapitalization will be subject to the prior claims of the subsidiary's creditors. Certain of our subsidiaries have incurred substantial amounts of debt in the operations and expansion of their businesses and we anticipate that certain of our subsidiaries will continue to do so in the future.

        Holders of our debt securities under the Indenture will generally have a junior position to claims of creditors of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing authorities, guarantee holders and any holders of preference or preferred shares. In addition to trade debt, certain of our operating subsidiaries have ongoing corporate debt programs used to finance their business activities. The New Notes will be effectively subordinated to any of our existing and future secured obligations to the extent of the value of the collateral securing such obligations. The New Notes will be structurally subordinated to all liabilities and any preference or preferred shares of our subsidiaries. See "— The Indenture does not limit the amount of debt we or our subsidiaries may incur or restrict our ability to engage in other transactions that may adversely affect holders of the New Notes", "— The New Notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets" and "— The New Notes are structurally subordinated to any indebtedness of our subsidiaries, and we may be unable to generate cash flow to service our debt obligations if our subsidiaries are unable to distribute cash to us or repay loans from us" in the section entitled "Risk Factors" in this Prospectus Supplement.

        The following description of the Indenture is only a summary and is not intended to be comprehensive and will be subject to, and is qualified in its entirety by reference to, the Indenture. A copy of the Indenture is available on EDGAR, which can be accessed at www.sec.gov , and on SEDAR, which can be accessed at www.sedar.com .

        The Indenture and the New Notes are governed by the laws of the State of New York.

General

        The Indenture does not limit the amount of debt securities, including New Notes, that we may issue thereunder. We may issue debt securities, whether senior or subordinated, from time to time under the Indenture in one or more series by entering into supplemental indentures or by our board of directors or a duly authorized committee authorizing the issuance. The debt securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date. See "Risk Factors — Risks Related to the New Notes — The Indenture does not limit the amount of debt we or our subsidiaries may incur or restrict our ability to engage in other transactions that may adversely affect holders of the New Notes".

Provisions Applicable to Particular Series

        A supplemental indenture and an offering circular (or, if required pursuant to applicable law, a corresponding prospectus supplement) for a particular series of debt securities being offered will disclose the specific terms related to the offering of such debt securities, including the price or prices at which the debt securities to be offered will be issued. Those terms may include some or all of the following:

(a)

the title of the series;



(b)

the total principal amount of the debt securities of the series;

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(c)

the date or dates on which principal is payable or the method for determining the date or dates, and any right that we have to change the date on which principal is payable;



(d)

the interest rate or rates, if any, or the method for determining the rate or rates, and the date or dates from which interest will accrue;



(e)

any interest payment dates and the regular record date for the interest payable on each interest payment date, if any;



(f)

whether we may extend the interest payment periods and, if so, the terms of the extension;



(g)

the place or places where payments will be made;



(h)

whether we have the option to redeem the debt securities and, if so, the terms of our redemption option;



(i)

any obligation that we have to redeem the debt securities through a sinking fund or to purchase the debt securities through a purchase fund or at the option of the holder;



(j)

whether the provisions described under "— Satisfaction and Discharge, Defeasance and Covenant Defeasance" will not apply to the debt securities;



(k)

the currency in which payments will be made if other than U.S. dollars, and the manner of determining the equivalent of those amounts in U.S. dollars, if applicable;



(l)

the portion of the principal payable upon acceleration of maturity, if other than the entire principal;



(m)

whether the debt securities will be issuable as global securities and, if so, the securities depositary;



(n)

any changes in the events of default or covenants with respect to the debt securities;



(o)

any index or formula used for determining principal, premium or interest;



(p)

the terms of the subordination of any series of subordinated debt;



(q)

if the principal payable on the maturity date will not be determinable on one or more dates prior to the maturity date, the amount which will be deemed to be such principal amount or the manner of determining it;



(r)

the person to whom any interest shall be payable if other than the person in whose name the debt security is registered on the regular record date for such interest payment; and



(s)

any other terms.

        We will issue the debt securities of each series only in fully registered form without coupons, and there will be no service charge for any registration of transfer or exchange of the debt securities. We may, however, require payment to cover any tax or other governmental charge payable in connection with any transfer or exchange (excluding certain exchanges not constituting a transfer as set forth in the Indenture). Subject to the terms of the Indenture and the limitations of DTC and the Trustees applicable to global securities, transfers and exchanges of the debt securities may be made at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286 or at any other office we maintain for such purpose.

        The debt securities will be issuable in denominations of US$2,000 and any integral multiples of US$1,000. We may at any time deliver executed debt securities to the Trustees for authentication, and the Trustees shall authenticate such debt securities upon our written request and satisfaction of certain other conditions set forth in the Indenture.

        We may offer and sell the debt securities, including original issue discount debt securities, at a substantial discount below their principal amount.

Global Securities

        We may issue some or all of the debt securities as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on

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behalf of a securities depositary. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

        As long as the securities depositary or its nominee is the registered holder of a global security representing debt securities, that person will be considered the sole owner and holder of the global security and the securities it represents for all purposes. Except in limited circumstances, owners of beneficial interests in a global security:

(a)

may not have the global security or any debt securities registered in their names;



(b)

may not receive or be entitled to receive physical delivery of certificated debt securities in exchange for the global security; and



(c)

will not be considered the owners or holders of the global security or any debt securities for any purposes under the applicable securities or the related mortgage or indenture.

        We will make all payments of principal and any premium and interest on a global security to the securities depositary or its nominee as the holder of the global security. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

        Ownership of beneficial interests in a global security will be limited to institutions having accounts with the securities depositary or its nominee, which are called "participants" in this discussion, and to persons that hold beneficial interests through participants. When a global security representing debt securities is issued, the securities depositary will credit on its book-entry, registration and transfer system the principal amounts of debt securities the global security represents to the accounts of its participants. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by:

(a)

the securities depositary, with respect to participants' interests; and



(b)

any participant, with respect to interests the participant holds on behalf of other persons.

        Payments participants make to owners of beneficial interests held through those participants will be the responsibility of those participants. The securities depositary may from time to time adopt various policies and procedures governing payments, transfers, exchanges and other matters relating to beneficial interests in a global security. Neither we nor the Trustees or any agent of any of us will have any responsibility or liability for any aspect of the securities depositary's or any participant's records relating to beneficial interests in a global security representing debt securities, for payments made on account of those beneficial interests or for maintaining, supervising or reviewing any records relating to those beneficial interests.

Redemption

        We may redeem debt securities only upon notice mailed at least 30 but not more than 60 days before the date fixed for redemption. That notice may state that the redemption will be conditional upon the Trustees, or the applicable paying agent, receiving sufficient funds to pay the principal, premium and interest on those debt securities on the date fixed for redemption and that if the Trustees or the applicable paying agent does not receive those funds, the redemption notice will not apply, and we will not be required to redeem those debt securities. If less than all the debt securities of a series are to be redeemed, the particular debt securities to be redeemed shall be selected by the Trustees by such method as the Trustees shall deem fair and appropriate.

        We will not be required to:

(a)

issue, register the transfer of, or exchange any debt securities of a series during the fifteen (15) day period before the date the notice is mailed identifying the debt securities of that series that have been selected for redemption; or



(b)

register the transfer of or exchange any debt security of that series selected for redemption except the unredeemed portion of a debt security being partially redeemed.

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Consolidation, Merger, Conveyance or Transfer

        The Indenture provides that, except upon an event of default, we may consolidate or merge with or into, or convey or transfer all or substantially all of our properties and assets to, another corporation or other entity. Any successor must, however, assume our obligations under the Indenture and the debt securities issued under it, and we must deliver to the Trustees a statement by certain of our officers and an opinion of counsel that affirm compliance with all conditions in the Indenture relating to the transaction. When those conditions are satisfied, the successor will succeed to and be substituted for us under the Indenture, and we will be relieved of our obligations under the Indenture and the debt securities.

Additional Amounts

        All payments that we make under or with respect to debt securities of any series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (or collectively, taxes) imposed or levied by or on behalf of Canada or any other jurisdiction in which we are incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which we or our paying agent makes any payment on the debt securities of such series, or by any political subdivision or taxing authority or agency thereof or therein, each, a Relevant Taxing Jurisdiction, unless withholding or deduction is then required by law. If we or any other applicable withholding agent are required to withhold or deduct any amount for or on account of taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the debt securities of any series, we will pay additional amounts, or the Additional Amounts, as may be necessary to ensure that the net amount received by each holder or beneficial owner of the debt securities of such series after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than the amount the holder or beneficial owner would have received if such taxes had not been required to be withheld or deducted.

        We will not, however, pay Additional Amounts in respect or on account of:

(a)

any taxes that would not have been imposed or levied but for a present or former connection (including, but not limited to, citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction) between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than any connection arising solely from the acquisition, ownership or disposition of the debt securities of any series, the receipt of payments under or with respect to the debt securities of any series, or the exercise or enforcement of rights under or with respect to the debt securities of any series or the Indenture);



(b)

any taxes that are imposed or withheld by reason of the failure of the holder or beneficial owner of debt securities of any series, following our written request addressed to the holder (and made at a time that would enable the holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the debt securities of such series is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the holder or beneficial owner, as the case may be, is legally eligible to provide such certification;



(c)

any estate, inheritance, gift, sales, transfer, personal property or similar taxes;



(d)

any tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the debt securities of any series;

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(e)

any Canadian taxes paid or payable by reason of (i) the holder, beneficial owner or other recipient of the amount not dealing at arm's length with us for the purposes of the Income Tax Act (Canada), or the Canadian Tax Act, or (ii) the holder or beneficial owner being, or not dealing at arm's length with, a "specified shareholder" of us for the purposes of subsection 18(5) of the Canadian Tax Act;



(f)

any tax imposed on or with respect to any payment by us to the holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the debt securities of any series;



(g)

any tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the debt securities of a series for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or holder thereof would have been entitled to Additional Amounts had the debt securities been presented for payment on any date during such 30 day period;



(h)

any tax that is imposed or levied on or with respect to a debt security of a series presented for payment on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant debt security of such series to another paying agent in a member state of the European Union;



(i)

any taxes to the extent such taxes are directly attributable to the failure of a holder or beneficial owner to qualify for an exemption from U.S. federal withholding tax with respect to payments of interest pursuant to an applicable income tax treaty or to which the United States is a party or pursuant to the "portfolio interest" exemption as defined in Section 871(h) or 881(c), as applicable, of the U.S. Internal Revenue Code of 1986, as amended, or the Code, as in effect on the issue date of the debt securities (determined without regard to the requirement that such holder or beneficial owner provided the applicable IRS Form W-8); or



(j)

any taxes imposed pursuant to Sections 1471 through 1474 of the Code, as of the issue date of the debt securities, (and any amended or successor version that is substantially comparable), any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith.

        In addition, Additional Amounts will not be payable with respect to any taxes that are imposed in respect of any combination of the above items.

        Where any tax is payable pursuant to Section 803 of the Canadian Tax Act by a holder or beneficial owner of debt securities in respect of any amount payable under the debt securities to the holder (other than by reason of a transfer of the debt securities to a person resident in Canada with whom the transferor does not deal at arm's length for purposes of the Canadian Tax Act), but no Additional Amount is paid in respect of such tax, we will pay the holder an amount equal to such tax within 45 days after receiving from the holder a notice containing reasonable particulars of the tax so payable, provided such holder or beneficial owner would have been entitled to receive Additional Amounts on account of such tax but for the fact that it is payable otherwise than by deduction or withholdings from payments made under or with respect to the debt securities.

        If we are an applicable withholding agent (or are otherwise required to withhold amounts under applicable law), we will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law.

        At least 30 calendar days prior to each date on which any payment under or with respect to the debt securities of any series is due and payable, if we will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the debt securities of such series is due and payable, in which case such payment will be made promptly thereafter), we will deliver to the Trustees an officer's certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of holders and beneficial owners) necessary to enable the Trustees or paying agent, as

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the case may be, to pay such Additional Amounts to holders and beneficial owners on the relevant payment date. The Trustees will make such payments in the same manner as any other payments on the debt securities of such series. We will provide the Trustees with documentation reasonably satisfactory to the Trustees evidencing payment of such Additional Amounts.

        Upon request, we will take reasonable efforts to furnish to the Trustees or a holder, within a reasonable time, certified copies of tax receipts or other evidence of the payment by us of any taxes imposed or levied by a Relevant Taxing Jurisdiction.

        We will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the debt securities of any series, the execution, issue, delivery or registration of the debt securities of such series or the Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the debt securities of such series or the Indenture or any such other document or instrument following the occurrence of any event of default with respect to the debt securities of such series. We will not, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a holder or beneficial owner of a debt security.

        The preceding provisions will survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to us is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

        Whenever the Indenture or this "Description of the Indenture" refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to the notes, such reference includes the payment of Additional Amounts, if applicable.

Redemption upon Changes in Withholding Taxes

        We may, at our option, redeem the debt securities of any series, in whole but not in part, at any time upon not less than 30 days' nor more than 60 days' written notice to the holders at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption, or a Tax Redemption Date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if we determine in good faith that we are, or on the next date on which any amount would be payable in respect of the debt securities of such series, would be obligated to pay Additional Amounts in respect of the debt securities of such series pursuant to the terms and conditions thereof, which we cannot avoid by the use of reasonable measures available to us (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of:

(a)

any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the issue date of the debt securities or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issue date of the debt securities, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture; or



(b)

any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the issue date of the debt securities or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issue date of the debt securities, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture, each of the foregoing clauses, a Change in Tax Law.

        Notwithstanding the foregoing, we may not redeem the debt securities of any series under this provision if the Change in Tax Law obliging us to pay Additional Amounts was (i) officially announced by the Relevant

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Taxing Jurisdiction's tax authority or a court (including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart) or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the issue date of the debt securities or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issue date of the debt securities, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture.

        The foregoing provisions shall apply mutatis mutandis to any successor person, after such successor person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor person becomes a party to the Indenture.

Modification; Waiver

        We may modify the Indenture with the consent of the holders of a majority in principal amount of the outstanding debt securities of all series of debt securities that are affected by the modification, voting as one class. The consent of the holder of each outstanding debt security affected is, however, required to:

(a)

change the maturity date of the principal or any installment of principal or interest on that debt security;



(b)

reduce the principal amount, the interest rate or any premium payable upon redemption of that debt security;



(c)

reduce the amount of principal due and payable upon acceleration of maturity;



(d)

change the currency of payment of principal, premium or interest on that debt security;



(e)

impair the right to institute suit to enforce any such payment on or after the maturity date or redemption date;



(f)

reduce the percentage in principal amount of debt securities of any series required to modify the Indenture, waive compliance with certain restrictive provisions of the Indenture or waive certain defaults; or



(g)

with certain exceptions, modify the provisions of the Indenture governing modifications of the Indenture or governing waiver of covenants or past defaults.

        In addition, we may modify the Indenture for certain other purposes, without the consent of any holders of debt securities.

        The holders of a majority in principal amount of the outstanding debt securities of any series may waive, for that series, our compliance with certain restrictive provisions of the Indenture. The holders of a majority in principal amount of the outstanding debt securities of all series under the Indenture with respect to which a default has occurred and is continuing, voting as one class, may waive that default for all those series, except a default in the payment of principal or any premium or interest on any debt security or a default with respect to a covenant or provision which cannot be modified without the consent of the holder of each outstanding debt security of the series affected.

Events of Default

        The following are events of default under the Indenture with respect to any series of debt securities:

(a)

failure to pay principal of or any premium on any debt security of that series when due;



(b)

failure to pay when due any interest on any debt security of that series that continues for 60 days; for this purpose, the date on which interest is due is the date on which we are required to make payment following any deferral of interest payments by us under the terms of debt securities that permit such deferrals;



(c)

failure to make any sinking fund payment when required for any debt security of that series that continues for 60 days;



(d)

failure to perform the covenant described under "— Consolidation, Merger, Conveyance or Transfer";

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(e)

failure to perform any other covenant in the Indenture (other than a covenant expressly included solely for the benefit of other series) that continues for 90 days after the Trustees give, or the holders of at least 33% of the outstanding debt securities of that series give, us and, if such notice is given by the holders, a Trustee written notice of the default; and



(f)

certain bankruptcy, insolvency or reorganization events with respect to us.

        In the case of the event of default listed above as item (e), the Trustees may extend the grace period. In addition, if holders of a particular series have given a notice of default, then holders of at least the same percentage of debt securities of that series, together with the Trustees, may also extend the grace period. The grace period will be automatically extended if we have initiated and are diligently pursuing corrective action within the original grace period.

        We may establish additional events of default for a particular series.

        If an event of default with respect to debt securities of a series occurs and is continuing, then the Trustees or the holders of at least 33% in principal amount of the outstanding debt securities of that series may declare the principal amount of all debt securities of that series to be immediately due and payable. However, that event of default will be considered waived at any time after the declaration, but before a judgment or decree for payment of the money due has been obtained, if:

(a)

we have paid or deposited with the Trustees all overdue interest, the principal and any premium due otherwise than by the declaration and any interest on such amounts, and any interest on overdue interest, to the extent legally permitted, in each case with respect to that series, and all amounts due to the Trustees; and



(b)

all events of default with respect to that series, other than the nonpayment of the principal that became due solely by virtue of the declaration, have been cured or waived.

        The Trustees are under no obligation to exercise any of their rights or powers at the request or direction of any holders of debt securities unless those holders have offered the Trustees security or indemnity against the costs, expenses and liabilities which they might incur as a result. The holders of a majority in principal amount of the outstanding debt securities of any series have, with certain exceptions, the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustees or the exercise of any power of the Trustees with respect to those debt securities. The Trustees may withhold notice of any default, except a default in the payment of principal or interest, or in the payment of any sinking or purchase fund installment, from the holders of any series if the Trustees in good faith consider it in the interest of the holders to do so.

        The holder of any debt security will have an absolute and unconditional right to receive payment of the principal, any premium and, within certain limitations, any interest on that debt security on its maturity date or redemption date and to enforce those payments.

        We are required to furnish each year to the Trustees a statement by certain of our officers to the effect that we are not in default under the Indenture or, if there has been a default, specifying the default and our status.

Payments; Paying Agent

        The paying agent will pay the principal of any debt securities only if those debt securities are surrendered to it. The paying agent will pay interest on debt securities issued as global securities by wire transfer to the holder of those global securities. The paying agent will pay interest on debt securities that are not in global form at its office or, at our option:

(a)

by wire transfer to an account at a banking institution in the United States that is designated in writing to the Trustees at least five business days prior to the date of payment by the person entitled to that interest; or



(b)

by check mailed to the address of the person entitled to that interest as that address appears in the security register for those debt securities.

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        The U.S. Trustee will act as paying agent for that series of debt securities, and the corporate trust office of the Trustees will be the office through which the paying agent acts. We may, however, change or add paying agents or approve a change in the office through which a paying agent acts.

        Any money that we have paid to the U.S. Trustee or a paying agent for principal, any premium or interest on any debt securities which remains unclaimed at the end of two years after that principal, premium or interest has become due will be repaid to us at our request. After repayment to us, holders should look only to us for those payments.

Satisfaction and Discharge, Defeasance and Covenant Defeasance

        Upon our written request, the Indenture shall be satisfied and discharged (except as to certain surviving rights and obligations specified in the Indenture) when:

(a)

either all debt securities have been delivered to the Trustees for cancellation or all debt securities not delivered to the Trustees for cancellation are due and payable within one year (at maturity or due to redemption) and we have deposited with the Trustees money or government obligations sufficient to pay and discharge such debt securities to the applicable maturity or redemption date (including principal, any premium and interest thereon);



(b)

we have paid or caused to be paid all other sums payable under the Indenture; and



(c)

we have delivered to the Trustees an officer's certificate and an opinion of counsel stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with.

        The Indenture provides that we may be:

(a)

discharged from our obligations, with certain limited exceptions, with respect to any series of debt securities, as described in the Indenture, such a discharge being called a "defeasance" in this Prospectus Supplement; and



(b)

released from our obligations under certain restrictive covenants especially established with respect to any series of debt securities, as described in the Indenture, such a release being called a "covenant defeasance" in this Prospectus Supplement.

        We must satisfy certain conditions to effect a defeasance or covenant defeasance. Those conditions include the irrevocable deposit with the Trustees, in trust, of money or government obligations which through their scheduled payments of principal and interest would provide sufficient money to pay the principal and any premium and interest on those debt securities on the maturity dates of those payments or upon redemption.

        Following a defeasance, payment of the debt securities defeased may not be accelerated because of an event of default under the Indenture. Following a covenant defeasance, the payment of debt securities may not be accelerated by reference to the covenants from which we have been released. A defeasance may occur after a covenant defeasance.

Concerning the Trustee

        The Bank of New York Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian Co-Trustee, are the Trustees. Certain of our subsidiaries maintain deposit accounts and banking relationships with the U.S. Trustee, the Canadian Co-Trustee or their respective affiliates. The U.S. Trustee, the Canadian Co-Trustee or their respective affiliates may also serve as trustee or agent under other indentures and agreements pursuant to which securities of certain of our subsidiaries are outstanding.

        The Trustees will perform only those duties that are specifically set forth in the Indenture unless an event of default under the Indenture occurs and is continuing. In case an event of default occurs and is continuing, the Trustees will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs

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        Upon our application to the Trustees to take any action under any provision of the Indenture, we are required to furnish to the Trustees such certificates and opinions as may be required under the United States Trust Indenture Act of 1939, as amended, or the TIA.

Governing Law

        The Indenture, any supplemental indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Trust Indenture Act

        The Indenture is subject to, and governed by, the TIA.

BOOK-ENTRY ONLY SYSTEM

        We have obtained the information in this section concerning DTC and its book-entry system and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

        Each series of the New Notes initially will be represented by one or more fully registered global securities. Each global security will be deposited with, or on behalf of, DTC or any successor thereto and registered in the name of Cede & Co., DTC's nominee.

        You may hold your interests in a global security in the United States through DTC, either as a participant in such system or indirectly through organizations which are participants in such system. So long as DTC or its nominee is the registered owner of the global securities representing the New Notes, DTC or such nominee will be considered the sole owner and holder of the New Notes for all purposes of the New Notes and the Indenture. Except as provided below, owners of beneficial interests in the New Notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the New Notes in definitive form and will not be considered the owners or holders of the New Notes under the Indenture, including for purposes of receiving any reports that we or the Trustees deliver pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a New Note must rely on the procedures of DTC or its nominee and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of New Notes.

        Unless and until we issue the New Notes in fully certificated form under the limited circumstances described below under the heading "— Certificated Notes":

(a)

you will not be entitled to receive physical delivery of a certificate representing your interest in the New Notes;



(b)

all references in this Prospectus Supplement to actions by holders will refer to actions taken by DTC upon instructions from its direct participants; and



(c)

all references in this Prospectus Supplement to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of the New Notes, for distribution to you in accordance with DTC procedures.

The Depository Trust Company

        DTC will act as securities depositary for the New Notes. The New Notes will be issued as fully registered securities registered in the name of Cede & Co. DTC has advised us and the Initial Purchasers that it is:

(a)

a limited-purpose trust company organized under the New York Banking Law;



(b)

a "banking organization" within the meaning of the New York Banking Law;



(c)

a member of the Federal Reserve System;



(d)

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and

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(e)

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC holds securities that its direct participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants' accounts, thereby eliminating the need for physical movement of securities certificates.

        Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to indirect participants such as securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com . The contents of such website do not constitute part of this Prospectus Supplement.

        If you are not a direct participant or an indirect participant and you wish to purchase, sell or otherwise transfer ownership of, or other interests in the New Notes, you must do so through a direct participant or an indirect participant. DTC agrees with and represents to DTC participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law. The SEC has on file a set of the rules applicable to DTC and its direct participants.

        Acquisitions or transfers of the New Notes under DTC's system must be made by or through direct participants, which will receive a credit for the notes on DTC's records. The ownership interest of each beneficial owner is in turn to be recorded on the records of direct participants and indirect participants.

        Beneficial owners will not receive written confirmation from DTC of their acquisition of New Notes, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which such beneficial owners entered into the transaction. Transfers of ownership interests in the New Notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive physical delivery of certificates representing their ownership interests in the New Notes, except as provided below in "— Certificated Notes".

        To facilitate subsequent transfers, all New Notes deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of New Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee has no effect on beneficial ownership. DTC has no knowledge of the actual beneficial owners of the New Notes. DTC's records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Book-Entry Format

        Under the book-entry format, the Trustees will pay interest and principal payments in respect of the New Notes to Cede & Co., as nominee of DTC. DTC will forward the payment to the direct participants, who will then forward the payment to the indirect participants or to the beneficial owners. You may experience some delay in receiving your payments under this system.

        DTC is required to make book-entry transfers on behalf of its direct participants and is required to receive and transmit payments of principal, premium, if any, and interest on the New Notes. Any direct participant or indirect participant with which you have an account is similarly required to make book-entry transfers and to

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receive and transmit payments with respect to New Notes on your behalf. We and the Trustees have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the New Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        The Trustees will not recognize you as a holder of any New Notes under the Indenture and you can only exercise the rights of a holder indirectly through DTC and its direct participants. DTC has advised us that it will only take action regarding a New Note if one or more of the direct participants to whom the New Note is credited direct DTC to take such action. DTC can only act on behalf of its direct participants. Your ability to pledge New Notes to indirect participants, and to take other actions, may be limited because you will not possess a physical certificate that represents your New Notes.

Certificated Notes

        Unless and until they are exchanged, in whole or in part, for New Notes in definitive form in accordance with the terms of the New Notes, the New Notes may not be transferred except as a whole by DTC to a nominee of DTC; as a whole by a nominee of DTC to DTC or another nominee of DTC; or as a whole by DTC or a nominee of DTC to a successor of DTC or a nominee of such successor.

        We will issue New Notes to you or your nominees, in fully certificated registered form, rather than to DTC or its nominees, only if:

(a)

DTC notifies us that it is no longer willing or able to discharge its responsibilities properly or DTC is no longer a registered clearing agency under the Exchange Act, and we are unable to locate a qualified successor within 90 days; or



(b)

an event of default has occurred and is continuing under the Indenture and beneficial owners representing a majority in aggregate principal amount of the New Notes represented by global securities advise DTC to cease acting as depositary.

        If any of the above events occurs, DTC is required to notify all direct participants that New Notes in fully certificated registered form are available through DTC. DTC will then surrender each global security representing the New Notes along with instructions for re-registration. The Trustees will re-issue the New Notes in fully certificated registered form and will recognize the registered holders of the certificated New Notes as holders under the Indenture.

USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. In consideration for issuing New Notes, we will receive in exchange Initial Notes of like principal amount, the terms of which are identical in all material respects to the New Notes. Initial Notes surrendered in exchange for New Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the New Notes will not result in any increase in our indebtedness and will evidence the same continuing indebtedness as the Initial Notes. No underwriter is being used in connection with the exchange offer.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were not acquired by it directly from us or any of our affiliates must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Under the Registration Rights Agreement, we agreed to make this Prospectus Supplement and the accompanying Prospectus or, at our option, another registration statement available for use in connection with any resale of New Notes to any broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were not acquired by such broker-dealer directly from us or any of our affiliates.

        Each broker-dealer that acquired Initial Notes directly from us or any of our affiliates cannot rely on the interpretations of the staff of the SEC expressed in the no-action letters described in "Exchange Offer — Resale of New Notes" and, in the absence of an exemption from registration under the Securities Act, must comply with

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the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes.

        Under the Registration Rights Agreement, we agreed to use commercially reasonable efforts to keep the registration statement of which this Prospectus Supplement and the accompanying Prospectus form a part effective until the earlier of 180 days after the exchange offer has been completed and such time as such broker-dealers no longer own any Initial Notes. However, we may, in our sole discretion, in lieu of or in addition to keeping such registration statement effective, file a shelf registration statement providing for the registration of the New Notes held by such broker-dealers.

        We will send additional copies of this Prospectus Supplement, the accompanying Prospectus and any amendment or supplement to this Prospectus Supplement and the accompanying Prospectus to any broker-dealer that is entitled to use such documents that requests such documents in the letter of transmittal.

        We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Prior to the exchange offer, there has not been any public market for the Initial Notes. The Initial Notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for New Notes by holders who are entitled to participate in this exchange offer. Certain holders of Initial Notes who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we are required to file a shelf registration statement with respect to the Initial Notes. See "Exchange Offer — Shelf Registration".

        The New Notes will constitute a new issue of securities with no established trading market. We do not intend to apply to list any New Notes on any securities exchange or any automated quotation system. In addition, market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statement. Accordingly, there can be no assurance that a trading market for the New Notes will ever develop or will be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the New Notes. Further, there can be no assurance as to the liquidity of any market that may develop for the New Notes, your ability to sell the New Notes or the price at which you will be able to sell the New Notes. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing. See "Risk Factors — Risks Related to the Exchange Offer — Active trading markets for the New Notes may not develop".

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a summary of certain U.S. federal income tax considerations of the acquisition, ownership and disposition of the New Notes by U.S. Holders (as defined below) that will receive New Notes pursuant to the exchange offer. This discussion is based on the Code, the U.S. Treasury Regulations promulgated thereunder, administrative guidance and court decisions, in each case as of the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. This discussion addresses only the U.S. federal income tax considerations for holders who purchase the notes for cash at their issue price (generally, the first price at which a substantial amount of the notes is first sold to persons other than bondhouses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers) that will hold their notes as "capital assets" within the meaning of Section 1221 of the

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Code (generally, property held for investment). This discussion does not address the Medicare contribution tax on net investment income, any aspect of non-U.S. tax law or U.S. state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder. This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of New Notes in light of their personal circumstances, or to any holders subject to special treatment under the Code, such as:

(a)

banks, mutual funds and other financial institutions;



(b)

real estate investment trusts and regulated investment companies;



(c)

traders in securities who elect to apply a mark-to-market method of accounting;



(d)

tax-exempt organizations or governmental organizations;



(e)

insurance companies;



(f)

dealers or brokers in securities or foreign currency;



(g)

individual retirement and other deferred accounts;



(h)

U.S. Holders whose functional currency is not the U.S. dollar;



(i)

U.S. expatriates and former citizens or long-term residents of the United States;



(j)

"passive foreign investment companies" or "controlled foreign corporations", and corporations that accumulate earnings to avoid U.S. federal income tax;



(k)

persons subject to the alternative minimum tax;



(l)

U.S. Holders who own or are deemed to own 10% or more of our voting stock;



(m)

persons who hold their shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;



(n)

persons who purchase or sell their shares as part of a wash sale for tax purposes; and



(o)

"S corporations", partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or other pass-through entities (and investors therein).

        In addition, there can be no assurance that the IRS or a court will not take a contrary position regarding the tax consequences described herein. For purposes of this discussion, a "U.S. Holder" means a beneficial owner of New Notes that for U.S. federal income tax purposes is:

(a)

an individual who is a citizen or resident of the United States;



(b)

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States, any state thereof or the District of Columbia;



(c)

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or



(d)

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

        If a partnership, including for this purpose any arrangement or entity that is treated as a partnership for U.S. federal income tax purposes, holds New Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership for U.S. federal income tax purposes and the partners in such partnership are urged to consult their own tax advisors about the U.S. federal income tax consequences of acquiring, holding and disposing of the New Notes.

         This discussion is for informational purposes only and is not tax advice. Holders of New Notes should consult their own tax advisors with respect to the U.S. federal income tax consequences to them of acquiring, holding and disposing of the New Notes in light of their particular circumstances, as well as any tax consequences

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of such matters arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, or under any state, local or non-U.S. tax laws or under any applicable income tax treaty.

The Exchange Offer

        The exchange of the Initial Notes for the New Notes pursuant to the terms set forth in this Prospectus Supplement will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, a U.S. Holder should not recognize gain or loss upon receipt of the New Notes in exchange for the Initial Notes. For purposes of determining gain or loss upon the subsequent sale or exchange of the New Notes, a U.S. Holder's basis in the New Notes should be the same as such holder's basis in the Initial Notes exchanged. A U.S. Holder's holding period for the New Notes should include the holding period for the Initial Notes exchanged. The issue price and other U.S. federal income tax characteristics of the New Notes should be identical to the issue price and other U.S. federal income tax characteristics of the Initial Notes exchanged.

Payments of Stated Interest

        Payments of stated interest on a New Note (including any additional amounts paid in respect of withholding taxes and without reduction for any amounts withheld) will be taxable to a U.S. Holder as ordinary income at the time received or accrued, in accordance with the holder's regular method of accounting for U.S. federal income tax purposes. Stated interest income on a note generally will constitute foreign source income and generally will be considered "passive category income" in computing the foreign tax credit allowable to U.S. Holders under U.S. federal income tax laws.

Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of New Notes

        Generally, upon the sale, exchange, retirement, redemption or other taxable disposition of a New Note, a U.S. Holder will recognize gain or loss equal to the difference between the amount realized on the disposition (less any amount attributable to accrued but unpaid interest, which will be taxable as such) and such U.S. Holder's adjusted tax basis in the New Note. A U.S. Holder's adjusted tax basis in a New Note will generally equal the cost of such note to such U.S. Holder.

        Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange or redemption the New Note has been held by such U.S. Holder for more than one year, and will generally be treated as from US sources for purposes of the U.S. foreign tax credit limitation. Capital gains of non-corporate U.S. Holders (including individuals) derived in respect of capital assets held for more than one year are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to significant limitations.

Information Reporting and Backup Withholding

        In general, payments of principal and interest on, and proceeds from the sale or other disposition of, the New Notes, payable to a U.S. Holder by a U.S. paying agent or other U.S. intermediary will be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption or, in the case of backup withholding, furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules.

        Backup withholding is not an additional tax and generally will be allowed as a refund or credit against the U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Foreign Asset Reporting

        Certain U.S. Holders are required to report information relating to an interest in the New Notes, subject to certain exceptions (including an exception for New Notes held in accounts maintained by certain financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their U.S. federal income tax return. U.S. Holders are urged to consult their own tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of the notes.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of the principal Canadian federal income tax considerations under the Canadian Tax Act generally applicable to a holder of Initial Notes who acquires New Notes under this Prospectus Supplement as beneficial owner and who, at all relevant times, for the purposes of the Canadian Tax Act and any applicable tax treaty: (i) is not, and is not deemed to be, resident in Canada, (ii) deals at arm's length with us and with any Canadian resident (or deemed Canadian resident) to whom the holder disposes of New Notes, (iii) is neither a "specified shareholder" of us nor a person who does not deal at arm's length with a specified shareholder of us for purposes of the "thin capitalization" rule contained in subsection 18(4) of the Canadian Tax Act, and (iv) does not use or hold, and is not deemed to use or hold, the New Notes in the course of carrying on a business in Canada, or a Non-Resident Holder.

        Special rules, which are not discussed in this summary, may apply to a holder of New Notes that is an insurer that carries on an insurance business in Canada and elsewhere. Such holders should consult their own tax advisors.

        This summary is based upon the provisions of the Canadian Tax Act in force as of the date hereof, the regulations thereunder, or the Regulations, all specific proposals to amend the Canadian Tax Act and the Regulations that have been publicly announced prior to the date hereof, or the Proposed Amendments, and counsel's understanding of the current published administrative practices of the Canada Revenue Agency. This summary assumes that the Proposed Amendments will be enacted in the form proposed. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ from those discussed herein. No assurance can be given that the Proposed Amendments will be enacted as proposed or at all.

         This summary is not exhaustive of all Canadian federal income tax considerations that may be relevant to a particular holder of the New Notes. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective purchaser of New Notes, and no representations with respect to the income tax consequences to any prospective purchaser of New Notes are made. Consequently, prospective purchasers of notes should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring New Notes, having regard to their particular circumstances.

        The New Notes will not differ materially in kind or extent from the Initial Notes for which they are exchanged and will evidence the same continuing indebtedness as the Initial Notes, and the exchange was contemplated in the terms of the Initial Notes. Accordingly, the exchange of Initial Notes for New Notes pursuant to the terms set forth in this prospectus should not give rise to a capital gain or a capital loss for purposes of the Canadian Tax Act.

        Under the Canadian Tax Act, interest, principal and premium, if any, paid or credited (or deemed to be paid or credited) to a Non-Resident Holder on a New Note beneficially owned by the Non-Resident Holder will be exempt from Canadian non-resident withholding tax. No other taxes on income or capital gains will be payable under the Canadian Tax Act in respect of the acquisition, holding, redemption or disposition of a New Note, or the receipt of interest, principal or premium thereon, by a Non-Resident Holder solely as a consequence of such acquisition, holding, redemption or disposition of a New Note.

LEGAL MATTERS

        Certain legal matters relating to this exchange offer will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP, New York, New York, Davies Ward Phillips & Vineberg LLP, Toronto, Ontario, and McInnes Cooper, St. John's, Newfoundland and Labrador. At the date hereof, partners and associates of each of Davies Ward Phillips & Vineberg LLP and McInnes Cooper own beneficially, directly or indirectly, less than 1% of any of our securities or any securities of our associates or affiliates.

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AUDITORS

        Ernst & Young LLP, Chartered Professional Accountants, Fortis Place, 5 Springdale Street, Suite 800, St. John's, Newfoundland and Labrador A1E 0E4, have audited the Annual Financial Statements incorporated by reference in this Prospectus Supplement. Ernst & Young LLP report that they are independent of us in accordance with the Rules of Professional Conduct of the Association of Chartered Professional Accountants of Newfoundland and Labrador and in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board. On February 15, 2017, following a comprehensive request for proposals, assessment and evaluation process, our board of directors determined that it would not propose Ernst & Young LLP for re-appointment as our auditors and such determination was approved by our shareholders at the annual and special meeting of shareholders held on May 4, 2017. At such meeting our shareholders appointed Deloitte LLP, 5 Springdale Street, Suite 1000, St. John's, Newfoundland and Labrador A1E 0E4 as our auditors. Deloitte LLP has not prepared any report, valuation, statement or opinion included or incorporated by reference in this Prospectus Supplement.

        The auditors of ITC are Deloitte & Touche LLP, located in Detroit, Michigan. Deloitte & Touche LLP has audited the consolidated financial statements and financial statement schedule of ITC as at December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, 2014 and 2013 together with the notes thereto and the auditor's report thereon dated February 25, 2016, which are included in the ITC Business Acquisition Report incorporated by reference in this Prospectus Supplement. Deloitte & Touche LLP, certified public accountants, are independent with respect to ITC within the meaning of the Securities Act, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board.

ENFORCEABILITY OF CIVIL LIABILITIES

        We are organized and exist under the laws of the Province of Newfoundland and Labrador, Canada. The majority of our directors and officers, and some of the experts named in this Prospectus, are residents of Canada, and all or a substantial portion of their assets, and a substantial portion of our assets, are located outside the U.S. We have appointed an agent for service of process in the U.S., but it may be difficult for holders of our debt securities who reside in the U.S. to effect service within the U.S. upon those directors, officers and experts who are not residents of the U.S. It may also be difficult for holders of our debt securities who reside in the U.S. to realize in the U.S. upon judgments of courts of the U.S. predicated upon our civil liability and the civil liability of our directors and officers and experts under U.S. federal securities laws.

        We have filed with the SEC an appointment of agent for service of process on Form F-X. Under the Form F-X, we have appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as our agent for service of process in the U.S. in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against us in a U.S. court arising out of or related to or concerning the offering of securities under the registration statement of which this Prospectus Supplement and the accompanying Prospectus form a part.

        We have been advised by our Canadian counsel, Davies Ward Phillips & Vineberg LLP, that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws would probably be enforceable in Canada if the U.S. court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by Davies Ward Phillips & Vineberg LLP, however, that there is real doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.

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Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Fortis at Suite 1100, 5 Springdale Street, P.O. Box 8837, St. John's, Newfoundland and Labrador A1B 3T2 (telephone (709) 737-2800) and are also available electronically at www.sedar.com .

SHORT FORM BASE SHELF PROSPECTUS

FORTIS INC.

$5,000,000,000

COMMON SHARES
FIRST PREFERENCE SHARES
SECOND PREFERENCE SHARES
SUBSCRIPTION RECEIPTS
DEBT SECURITIES

We may from time to time offer and issue common shares, or Common Shares, first preference shares, or First Preference Shares, second preference shares, or Second Preference Shares, subscription receipts, or Subscription Receipts, and/or unsecured debt securities, or Debt Securities, and together with the Common Shares, First Preference Shares, Second Preference Shares and Subscription Receipts, the Securities, having an aggregate offering price of up to $5,000,000,000 (or the equivalent in U.S. dollars or other currencies), during the 25 month period that this short form base shelf prospectus, or the Prospectus, including any amendments hereto, remains valid. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement, or a Prospectus Supplement.

We are permitted, under the multi-jurisdictional disclosure system adopted by the United States, or the U.S., and Canada, to prepare this Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the U.S.

Financial statements incorporated by reference herein have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.

Prospective investors should be aware that the acquisition of Securities may subject you to tax consequences in both the U.S. and Canada. This Prospectus may not describe these tax consequences fully. You should read the tax discussion contained in any applicable Prospectus Supplement.

Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely because our company is incorporated under the laws of the Province of Newfoundland and Labrador, Canada, some of our officers and directors and some of the experts named in this Prospectus are non-U.S. residents, and some of our assets and some of the assets of those officers, directors and experts may be located outside of the U.S.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, NOR HAS THE SEC PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No underwriter or dealer has been involved in the preparation of, or has performed any review of, this Prospectus.

The specific variable terms of any offering of Securities will be set out in the applicable Prospectus Supplement including, where applicable: (a) in the case of Common Shares, the number of shares offered and the offering price (or the manner of determination thereof if offered on a non-fixed price basis); (b) in the case of First Preference Shares and Second Preference Shares, the designation of the particular series, the number of shares offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the currency or currency unit for which such shares may be purchased, any voting rights, any rights to receive dividends, any terms of redemption, any

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conversion or exchange rights and any other specific terms; (c) in the case of Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Common Shares, First Preference Shares, Second Preference Shares or Debt Securities, as the case may be, and any other specific terms; and (d) in the case of Debt Securities, the designation of the Debt Securities, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions and any other specific terms. A Prospectus Supplement may include other specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

We may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly subject to obtaining any required exemptive relief or through agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, if any, engaged by us in connection with the offering and sale of Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to us, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. Securities may be sold from time to time in one or more transactions at a fixed price or fixed prices, or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters', dealers' or agents' compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to us. See "Plan of Distribution".

This Prospectus also qualifies the distribution of Securities by certain of our securityholders, including one or more of our wholly owned subsidiaries, or each a Selling Securityholder. One or more Selling Securityholders may sell Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through statutory exemptions, or through agents designated from time to time. See "Plan of Distribution" and "Selling Securityholders".

Our Common Shares, First Preference Shares, Series F, First Preference Shares, Series G, First Preference Shares, Series H, First Preference Shares, Series I, First Preference Shares, Series J, First Preference Shares, Series K and First Preference Shares, Series M are listed on the Toronto Stock Exchange, or TSX, under the symbols "FTS", "FTS.PR.F", "FTS.PR.G", "FTS.PR.H", "FTS.PR.I", "FTS.PR.J", "FTS.PR.K" and "FTS.PR.M", respectively. Our Common Shares are listed on the New York Stock Exchange, or NYSE, under the symbol "FTS". There is currently no market through which the First Preference Shares, Second Preference Shares, Subscription Receipts or Debt Securities may be sold and purchasers may not be able to resell any First Preference Shares, Second Preference Shares, Subscription Receipts or Debt Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See the "Risk Factors" section of the applicable Prospectus Supplement.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a U.S. federal funds rate.

Subject to applicable laws, in connection with any offering of Securities, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities at levels other than those which may prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See "Plan of Distribution".

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NOTICE TO READERS

        Investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. We have not authorized anyone to provide investors with different or additional information. We are not making an offer of Securities in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of the applicable Prospectus Supplement.

        Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus to "Fortis", "we", "us" and "our" refer to Fortis Inc. and our consolidated subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Capitalized terms used but not otherwise defined in this "Special Note Regarding Forward-Looking Statements" have the meanings ascribed thereto under the heading "Glossary".

        This Prospectus, including the documents incorporated herein by reference, contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking information" or "forward-looking statements"). The forward-looking information reflects our current expectations regarding our future growth, results of operations, performance, business prospects and opportunities, based on information currently available. These expectations may not be appropriate for other purposes. All forward-looking information is given pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. The words "anticipates", "assumes", "believes", "budgets", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "opportunity", "plans", "projects", "seeks", "schedule", "should", "target", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information reflects management's current beliefs and is based on information currently available to us.

        The forward-looking information in this Prospectus, including the documents incorporated herein by reference, includes, but is not limited to, statements regarding: the expectation that the acquisition of ITC will be accretive to earnings per Common Share in the first full year following closing, excluding one-time acquisition-related expenses; the expectation that we will recognize additional acquisition-related expenses in the fourth quarter of 2016; targeted average annual dividend growth through 2021; the expected timing of filing of regulatory applications and receipt and outcome of regulatory decisions; our forecast midyear rate base for 2017 and the expectation that midyear rate base will increase from 2016 to 2021; forecast gross consolidated capital expenditures for 2016 and total capital spending through 2021; forecast gross consolidated capital expenditures for 2016 for certain of our subsidiaries, including ITC, FortisAlberta and UNS Energy; the nature, timing and expected costs of certain capital projects including, without limitation, expansion of the Tilbury LNG facility, including Tilbury 1A, the pipeline expansion to the Woodfibre LNG site, and additional opportunities including electric transmission, LNG and renewable-related infrastructure and generation; the expectation that our significant capital expenditure program will support continuing growth in earnings and dividends; the expectation that the acquisition of ITC will increase total capitalization, but will not have a significant impact on the percentage breakdown of our capital structure; the expectation that cash required to complete subsidiary capital expenditure programs will be sourced from a combination of cash from operations, borrowings under credit facilities, equity injections from us and long-term debt offerings; the expectation that maintaining the targeted capital structure of our regulated operating subsidiaries will not have an impact on its ability to pay dividends in the foreseeable future; the expectation that our subsidiaries will be able to source the cash required to fund our 2016 capital expenditure programs; the expected consolidated fixed-term debt maturities and repayments over the next five years, including at ITC; the expectation that the combination of available credit facilities and relatively low annual debt maturities and repayments will provide us with flexibility in the timing of access to capital markets; the expectation that we will remain compliant with debt covenants throughout 2016; the intent of management to hedge future exchange rate fluctuations and monitor our foreign currency exposure; the expectation that FortisAlberta will recognize capital tracker revenue in 2016; Tucson Electric

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Power Company's expected share of mine reclamation costs; Central Hudson's estimated total remediation costs for manufactured gas plant sites; the estimated range of return on common shareholder's equity refunds and associated regulatory liabilities at ITC; the expectation that any liability from current legal proceedings will not have a material adverse effect on our consolidated financial position and results of operations; and the expectation that the adoption of certain future accounting pronouncements will not have a material impact on our consolidated financial statements.

        The forecasts and projections that make up the forward-looking information included in this Prospectus are based on assumptions which include, but are not limited to: the realization of the anticipated benefits of the acquisition of ITC; our ability to successfully integrate the business and operations of ITC into our group of companies; our ability to retain key employees of ITC; the absence of undisclosed liabilities of ITC; the receipt of applicable regulatory approvals and requested rate orders, no material adverse regulatory decisions being received, and the expectation of regulatory stability; no material capital project and financing cost overrun related to any of our capital projects; the realization of additional opportunities including natural gas related infrastructure and generation; our Board of Directors exercising its discretion to declare dividends, taking into account our business performance and financial conditions; no significant variability in interest rates; no significant operational disruptions or environmental liability due to a catastrophic event or environmental upset caused by severe weather, other acts of nature or other major events; the continued ability to maintain the electricity and gas systems to ensure their continued performance; no severe and prolonged downturn in economic conditions; no significant decline in capital spending; sufficient liquidity and capital resources; the continuation of regulator-approved mechanisms to flow through the cost of natural gas and energy supply costs in customer rates; the ability to hedge exposures to fluctuations in foreign exchange rates, natural gas prices and electricity prices; no significant counterparty defaults; the continued competitiveness of natural gas pricing when compared with electricity and other alternative sources of energy; the continued availability of natural gas, fuel, coal and electricity supply; continuation and regulatory approval of power supply and capacity purchase contracts; the ability to fund defined benefit pension plans, earn the assumed long-term rates of return on the related assets and recover net pension costs in customer rates; no significant changes in government energy plans, environmental laws and regulations that may materially negatively affect our operations and cash flows; no material change in public policies and directions by governments that could materially negatively affect us and our subsidiaries; maintenance of adequate insurance coverage; the ability to obtain and maintain licences and permits; retention of existing service areas; the continued tax-deferred treatment of earnings from our Caribbean operations; continued maintenance of information technology infrastructure; continued favourable relations with First Nations; favourable labour relations; that we can reasonably assess the merit of and potential liability attributable to ongoing legal proceedings; and sufficient human resources to deliver service and execute the capital program.

        The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. Factors which could cause results or events to differ from current expectations include, but are not limited to: regulatory risk, including risks relating to pending and future changes in environmental regulations; interest rate risk, including the uncertainty of the impact that a continuation of a low interest rate environment may have on the ROE of our regulated utilities; the impact of fluctuations in foreign exchange rates; risk associated with the impact of less favorable economic conditions on our results of operations; risks associated with the continuation, renewal, replacement and/or regulatory approval of power supply and capacity purchase contracts; risks relating to energy prices; provincial, state and federal regulatory legislative decisions and actions; uncertainty related to the realization of some or all of the expected benefits of the acquisition of ITC; uncertainty regarding the outcome of regulatory proceedings of our utilities; risks relating to any potential downgrade of our credit ratings; risks relating to the Base Rate Complaints; risks relating to potential additional FERC challenges and FERC orders that could result in the ITC Regulated Operating Subsidiaries continuing to take Bonus Depreciation; operating and maintenance risks, including our limited experience in the independent FERC-regulated transmission industry; the risk that ITC will not be integrated successfully; risks relating to our ability to access capital markets on favourable terms or at all; the cost of debt and equity capital; risks associated with changes in economic conditions; changes in regional economic and market conditions which could affect customer growth and energy usage; risks relating to the impact of actual loads, forecasted loads, regional economic conditions, weather conditions, union strikes, labour shortages, material and equipment prices and

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availability; the performance of the stock market and changing interest rate environment; risks from regulatory approvals for reasons relating to rate construct, environmental, siting, regional planning, cost recovery or other issues or as a result of legal proceedings; risks arising from variances between estimated and actual costs of construction contracts awarded and the potential for greater competition; insurance coverage risk; risk of loss of licences and permits; risk of loss of service area; risks relating to derivatives; the continued ability to hedge foreign exchange risk; counterparty risk; environmental risks; competitiveness of natural gas; natural gas, fuel, coal and electricity supply risk; risks relating to human resources and labour relations; risk of unexpected outcomes of legal proceedings currently against us; risk of not being able to access First Nations lands; weather and seasonality risk; commodity price risk; capital resources and liquidity risks; changes in critical accounting estimates; risks related to changes in tax legislation; the ongoing restructuring of the electric industry; changes to long-term contracts; risk of failure of information technology infrastructure and cyber-attacks or challenges to our information security; and certain presently unknown or unforeseen risks, including, but not limited to, acts of terrorism. For additional information with respect to our risk factors and risk factors relating to ITC, the acquisition of ITC and our post-acquisition business and operations, reference should be made to the section of this Prospectus entitled "Risk Factors", to the documents incorporated herein by reference and to our continuous disclosure materials filed from time to time with Canadian and U.S. securities regulatory authorities.

        All forward-looking information in this Prospectus and in the documents incorporated herein by reference is qualified in its entirety by the above cautionary statements and, except as required by law, we undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        The following documents have been filed with the SEC as part of our registration statement: (a) the documents referred to under the heading "Documents Incorporated by Reference"; (b) the consent of Ernst & Young LLP; (c) the consent of Deloitte & Touche LLP; (d) the consent of Davies Ward Phillips & Vineberg LLP; (e) the power of attorney of the directors and officers of Fortis; and (f) the Statement of Eligibility on Form T-1 under the U.S. Trust Indenture Act of 1939 of The Bank of New York Mellon.

DOCUMENTS INCORPORATED BY REFERENCE

         Information has been incorporated by reference in this Prospectus from documents filed by us with securities commissions or similar authorities in Canada. Our disclosure documents listed below and filed with the appropriate securities commissions or similar regulatory authorities in each of the provinces of Canada are specifically incorporated by reference into and form an integral part of this Prospectus:

(a)

our Annual Information Form dated February 17, 2016, for the fiscal year ended December 31, 2015;



(b)

our audited comparative consolidated financial statements as at December 31, 2015 and December 31, 2014 and for the fiscal years ended December 31, 2015 and 2014, together with the notes thereto, or the Annual Financial Statements, and the auditors' report thereon dated February 17, 2016;



(c)

our Management Discussion and Analysis of financial condition and results of operations dated February 17, 2016 for the fiscal year ended December 31, 2015, or the Annual MD&A;



(d)

our Management Information Circular dated March 18, 2016 prepared in connection with our annual and special meeting of shareholders held on May 5, 2016, or the Management Information Circular; provided, however, that the following sections or subsections of the Management Information Circular are hereby excluded from this Prospectus in accordance with Item 11.1(3) of Form 44-101F1 —  Short Form Prospectus as the acquisition of ITC Holdings Corp., or ITC, has been completed:



(i)

"Questions and Answers About the Meeting and Acquisition — Did the Board of Directors of Fortis receive a fairness opinion in connection with the Acquisition?" at pages 3-4 of the Management Information Circular;



(ii)

the references to Goldman, Sachs & Co. and the opinion of Goldman, Sachs & Co. under the headings "Special Business — The Acquisition of ITC Holdings Corp. — Background and

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Recommendation — Background to the Acquisition" and "Special Business — The Acquisition of ITC Holdings Corp. — Background and Recommendation — Recommendation of the Board" at page 19 of the Management Information Circular;

(iii)

Schedule C — Opinion of Goldman, Sachs & Co.; and



(iv)

any other references to Goldman, Sachs & Co. and the opinion of Goldman, Sachs & Co. contained in the Management Information Circular;



(e)

our unaudited comparative interim consolidated financial statements as at September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, together with the notes thereon, or the Interim Financial Statements;



(f)

our Management Discussion and Analysis of financial condition and results of operations for the three and nine months ended September 30, 2016, or the Interim MD&A;



(g)

our material change report dated February 11, 2016 relating to the announcement of the acquisition of ITC;



(h)

our material change report dated October 24, 2016 relating to the announcement of the completion of the acquisition of ITC; and



(i)

our business acquisition report dated November 23, 2016 with respect to the acquisition of ITC completed on October 14, 2016, or the ITC Business Acquisition Report.

        Any document of the type referred to above, including any material change report (other than any confidential material change report), any business acquisition report, any Prospectus Supplements disclosing additional or updated information, and any "template version" of "marketing materials" (each as defined in National Instrument 41-101 —  General Prospectus Requirements ) subsequently filed by us with such securities commissions or regulatory authorities in Canada after the date of this Prospectus, and prior to the termination of the distribution under this Prospectus, shall be deemed to be incorporated by reference into this Prospectus.

        Documents filed by us with the SEC or similar authorities in Canada which are in our current reports on Form 6-K or annual reports on Form 40-F under the U.S. Securities Exchange Act of 1934 , as amended, or the Exchange Act, in each case after the date of this Prospectus, shall be deemed to be incorporated by reference as exhibits to the registration statement of which this Prospectus forms a part and, in addition, any other report on Form 6-K and the exhibits thereto shall be deemed to be incorporated by reference into this Prospectus or as exhibits to the registration statement, if and to the extent expressly provided in such reports. Our current reports on Form 6-K and our annual reports on Form 40-F are available on the SEC's Electronic Data Gathering and Retrieval, or EDGAR, website at  www.sec.gov .

         Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

        When we file a new annual information form and audited consolidated financial statements and related management discussion and analysis with, and where required, they are accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the previous annual information form, the previous audited consolidated financial statements and related management discussion and analysis and all unaudited interim consolidated financial statements and related management discussion and analysis for such periods, all material change reports and any information circular and business acquisition report filed prior to

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the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon new interim financial statements and the accompanying management discussion and analysis being filed by us with the applicable securities regulatory authorities during the term of this Prospectus, all interim financial statements and accompanying management's discussion and analysis filed prior to the filing of the new interim financial statements shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

        Copies of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at Suite 1100, 5 Springdale Street, P.O. Box 8837, St. John's, Newfoundland and Labrador A1B 3T2 (telephone (709) 737-2800). These documents are also available through the Internet on our website at www.fortisinc.com or on SEDAR, which can be accessed at www.sedar.com . The information contained on, or accessible through, any of these websites is not incorporated by reference into this Prospectus and is not, and should not be considered to be, a part of this Prospectus, unless it is explicitly so incorporated.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        In addition to our continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the informational requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. Under the multi-jurisdictional disclosure system adopted by the U.S., or MJDS, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the U.S. Any information filed with the SEC can be read and copied at prescribed rates at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330 or by accessing its website at www.sec.gov . Some of the documents that we file with or furnish to the SEC are electronically available from the SEC's Electronic Document Gathering and Retrieval System, which is commonly known by the acronym "EDGAR", and may be accessed at  www.sec.gov .

        We have filed with the SEC a registration statement on Form F-10 under the U.S. Securities Act of 1933 , as amended, or the Securities Act, with respect to the Securities offered by this Prospectus as supplemented by a Prospectus Supplement. This Prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Securities offered in this Prospectus, reference is made to the registration statement and to the schedules and exhibits filed therewith. Statements contained in this Prospectus as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference.

PRESENTATION OF FINANCIAL INFORMATION

        Financial statements incorporated by reference herein have been prepared in accordance with U.S. GAAP.

        All financial information of ITC and the historical financial statements of ITC incorporated by reference in this Prospectus are reported in U.S. dollars and have been prepared in accordance with U.S. GAAP. Our unaudited pro forma condensed consolidated financial information included in the ITC Business Acquisition Report incorporated by reference in this Prospectus are reported in Canadian dollars and have been prepared in accordance with applicable Canadian rules. The assets and liabilities of ITC shown in our unaudited pro forma condensed consolidated balance sheet as at September 30, 2016 included in the ITC Business Acquisition Report are reported in Canadian dollars and reflect the U.S.-to-Canadian dollar period-end closing exchange rate. The revenues and expenses of ITC shown in our unaudited pro forma condensed consolidated statement of earnings for the year ended December 31, 2015 and for the nine months ended September 30, 2016, included in the ITC Business Acquisition Report, are reported in Canadian dollars and reflect the average U.S.-to-Canadian dollar exchange rates for such periods. Financial information in this Prospectus that has been derived from such unaudited pro forma condensed consolidated financial information has been translated to Canadian dollars on the same basis.

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        Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

CURRENCY AND EXCHANGE RATE INFORMATION

        This Prospectus contains references to U.S. dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars. References to "$" or "C$" are to Canadian dollars and references to "US$" are to U.S. dollars. The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate. The information is based on the noon exchange rate as reported by the Bank of Canada. Such exchange rate on November 28, 2016 was C$1.3401 = US$1.00.