F-4/A 1 a2228133zf-4a.htm F-4/A

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As filed with the Securities and Exchange Commission on April 21, 2016

Registration No. 333-210261


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 1
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Fortis Inc.
(Exact name of registrant as specified in its charter)



Newfoundland and Labrador, Canada
(State or other jurisdiction of
incorporation or organization)
  4911
(Primary Standard Industrial
Classification Code Number)
  98-0352146
(I.R.S. Employer
Identification No.)



Fortis Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4
(709) 737-2800

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9070

(Name, address, including zip code, and telephone number, including
area code, of agent for service)



With copies to:


 

John Reiss, Esq.
David Johansen, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200

 

David C. Bennett
Vice President, Chief Legal
Officer and Corporate Secretary
Fortis Inc.
Fortis Place, Suite 1100
5 Springdale Street
St. John's,
Newfoundland and Labrador
Canada, A1E 0E4
(709) 737-2800

 

Christine Mason-Soneral, Esq.
Senior Vice President and
General Counsel
ITC Holdings Corp.
27175 Energy Way
Novi, Michigan 48377
(248) 946-3000

 

Mario A. Ponce, Esq.
Brian Chisling, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and upon completion of the merger described in the enclosed proxy statement/prospectus.

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)       o    
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)       o    



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered(1)

  Amount to be
registered(2)

  Proposed maximum
offering price per
share

  Proposed maximum
aggregate offering
price(3)

  Amount of
registration fee(4)

 

Common shares, without par value

  117,000,000   N/A   $2,241,720,000   $225,742(5)

 

(1)
Relates to securities of the registrant issuable in connection with the proposed merger, or the merger, of Element Acquisition Sub Inc., a Michigan corporation and an indirect subsidiary of the registrant, with and into ITC Holdings Corp., or ITC, a Michigan corporation. Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or the U.S. Securities Act, this registration statement also covers an indeterminate number of additional common shares of the registrant as may be issuable as a result of reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividends or similar transactions or events.

(2)
Represents the maximum number of common shares of the registrant to be issued in connection with the merger.

(3)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the U.S. Securities Act and calculated in accordance with Rule 457(f)(1)-(2) and Rule 457(c) of the U.S. Securities Act, based on the product of (A) $41.73, the average of the high and low prices per share of ITC common stock as reported on the New York Stock Exchange on March 15, 2016 and (B) 117,000,000, the maximum number of shares of ITC outstanding common stock that may be exchanged for the merger consideration, computed as of March 15, 2016, the latest practicable date prior to the date hereof for which it was possible to obtain such information. As required by Rule 457(f)(3) under the U.S. Securities Act, the estimated aggregate amount of cash to be paid by the registrant in the merger, or approximately $2,640,690,000, has been deducted from the proposed maximum aggregate offering price.

(4)
Determined in accordance with Section 6(b) of the U.S. Securities Act at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price calculated as described in note 3 above.

(5)
Previously paid in connection with the initial filing of this registration statement on March 17, 2016.



            The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED APRIL 21, 2016

PROXY STATEMENT OF ITC HOLDINGS CORP. PROSPECTUS OF FORTIS INC.

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Fellow Shareholders:

         We are pleased to announce that ITC Holdings Corp., which we refer to as ITC, entered into an agreement and plan of merger with Fortis Inc., which we refer to as Fortis, pursuant to which a subsidiary of Fortis, which we refer to as Merger Sub, will be merged with and into ITC, which we refer to as the merger, and ITC will continue as the surviving corporation in the merger and a subsidiary of Fortis. Following the merger, Fortis will be one of the top 15 North American public utilities ranked by enterprise value, with an estimated enterprise value of $42 billion (US$30 billion) as of February 28, 2016 based on current market prices.

         If the merger is completed, you will have the right to receive in exchange for each share of common stock of ITC that you own immediately prior to the effective time of the merger:

           (i)  US$22.57 in cash, without interest; and

          (ii)  0.7520 of a Fortis common share, which we refer to, collectively, as the merger consideration.

         Based on the closing price of Fortis common shares and the US dollar-to-Canadian dollar exchange rate on February 8, 2016, the merger consideration represented a premium of (i) approximately 14% over the closing price per share of ITC common stock on February 8, 2016, the last full trading day prior to the approval of the merger agreement by the ITC board of directors, (ii) approximately 33% over the closing price per share of ITC common stock on November 27, 2015, the last full trading day prior to the Bloomberg News article indicating that ITC was exploring a sale process, and (iii) approximately 37% over the 30-day average unaffected share price of ITC common stock prior to November 27, 2015. Shareholders are encouraged to review current prices.

         Fortis has applied to list the common shares comprising the merger consideration on the New York Stock Exchange, or the NYSE, in connection with the merger and will continue to have its shares listed on the Toronto Stock Exchange, or the TSX. Fortis' common shares will trade on both exchanges under the ticker symbol "FTS".

         You are cordially invited to attend a special meeting of shareholders of ITC at            local time, on                , 2016 at our corporate headquarters located at 27175 Energy Way, Novi, Michigan 48377. At the special meeting, among other matters, we will ask you to consider and vote on the approval of the merger agreement, which we refer to as the merger proposal. A notice of the special meeting and proxy statement/prospectus follow.

         Our board of directors believes, after considering the reasons described in this proxy statement/prospectus, that the merger, the terms of the merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of ITC and its shareholders and approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. Our board of directors recommends that you vote "FOR" each proposal.

         We cannot complete the merger unless the merger proposal is approved and adopted by ITC shareholders at the special meeting. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to vote on the proposal to approve and adopt the merger agreement will have the same effect as a vote "AGAINST" this proposal.

         This document is a proxy statement of ITC for use in soliciting proxies for the special meeting. This document answers questions about the proposed merger and the special meeting and includes a summary description of the merger. We urge you to review this entire document carefully. In particular, you should also consider the matters discussed under "Risk Factors" beginning on page [·].

         We are very excited about the opportunities offered by the proposed transaction, and we thank you for your consideration and ongoing support.

    Sincerely,

 

 

/s/ Joseph L. Welch

Joseph L. Welch
Chairman, President & CEO

         Neither the U.S. Securities and Exchange Commission nor any U.S. state or Canadian provincial or territorial securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         This proxy statement/prospectus is dated                and is first being mailed or otherwise delivered to ITC shareholders on or about                .


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ADDITIONAL INFORMATION

        ITC files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission, or the SEC. This proxy statement/prospectus incorporates by reference important business and financial information about ITC from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find Additional Information" beginning on page [·]. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC's website at http://www.sec.gov or from ITC's website at www.itc-holdings.com under the tab "Investor Relations" and then under the heading "Financials and Filings." You may also obtain copies of documents filed by Fortis with the Canadian System for Electronic Document Analysis and Retrieval, the Canadian equivalent of the SEC's EDGAR system, at www.sedar.com.You can also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:

ITC Holdings Corp.
27175 Energy Way
Novi, Michigan 48377
Attention: Investor Relations
Telephone: (248) 946-3000
  Fortis Inc.
Fortis Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4
Attention: Investor Relations
Telephone: (709) 737-2800

        In addition, if you have questions about the merger agreement, the merger and related transactions and agreements or the special meeting of ITC shareholders, or if you need to obtain copies of this proxy statement/prospectus, proxy cards or any documents incorporated by reference in this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), you may contact ITC's proxy solicitor, Georgeson LLC, at the address and telephone number listed below. You will not be charged for any of the documents you request.

GRAPHIC

1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-Free (800) 509-0917

        If you would like to request documents, please do so by                    , 2016 (which is five business days before the date of the special meeting of ITC shareholders) in order to receive them before the special meeting of ITC shareholders.

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ABOUT THE PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-210261) filed with the SEC by Fortis, constitutes a prospectus of Fortis under Section 5 of the U.S. Securities Act of 1933, as amended, or the U.S. Securities Act, with respect to the Fortis common shares to be issued to ITC shareholders pursuant to the Agreement and Plan of Merger, dated as of February 9, 2016, among FortisUS Inc., a Delaware corporation, Element Acquisition Sub Inc., a Michigan corporation, Fortis and ITC, or the merger agreement. This document also constitutes a notice of meeting and a proxy statement of ITC under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, with respect to the special meeting of ITC shareholders, at which ITC shareholders will be asked to consider and vote on, among other matters, a proposal to approve the merger and adopt the merger agreement.

        You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated                    , 2016. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to ITC shareholders nor the issuance by Fortis of common shares pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

        The information concerning Fortis contained in this proxy statement/prospectus has been provided by Fortis, and information concerning ITC contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by ITC.




CURRENCY EXCHANGE RATE DATA

        This proxy statement/prospectus contains references to US 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 US dollars. The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/US dollar exchange rate. The information is based on the noon exchange rate as reported by the Bank of Canada. Such exchange rate on April 15, 2016 was C$1.2858 = US$1.00.

 
  Period End   Average(1)   Low   High  
 
  (C$ per US$)
 

Year ended December 31,

                         

2015

    1.3840     1.2787     1.1728     1.3990  

2014

    1.1601     1.1045     1.0614     1.1643  

2013

    1.0636     1.0299     0.9839     1.0697  

2012

    0.9949     0.9996     0.9710     1.0418  

2011

    1.0170     0.9891     0.9449     1.0604  

Month ended,

                         

March 2016

                1.2962     1.3468  

February 2016

                1.3523     1.4040  

January 2016

                1.3969     1.4589  

December 2015

                1.3360     1.3990  

November 2015

                1.3095     1.3360  

October 2015

                1.2904     1.3242  

(1)
The average of the noon buying rates on the last business day of each full month during the relevant period.

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LOGO

27175 ENERGY WAY
NOVI, MICHIGAN 48377
(248) 946-3000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON            , 2016

TO THE SHAREHOLDERS OF ITC HOLDINGS CORP.:

        NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of ITC Holdings Corp., a Michigan corporation, or ITC, will be held at our corporate headquarters located at 27175 Energy Way, Novi, Michigan 48377, on            , 2016, at            , local time, for the following purposes:

        (1)    Merger Proposal.    To consider and vote upon a proposal to approve and adopt the merger agreement, dated as of February 9, 2016, among ITC, Fortis Inc., which we refer to as Fortis, FortisUS Inc. and Element Acquisition Sub Inc., which we refer to as Merger Sub, pursuant to which Merger Sub will merge with and into ITC, with ITC surviving as a subsidiary of Fortis, which we refer to as the merger proposal;

        (2)    Named Executive Officer Merger-Related Compensation Proposal.    To consider and vote upon a proposal to approve, by non-binding advisory vote, the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger contemplated by the merger agreement, which we refer to as the named executive officer merger-related compensation proposal; and

        (3)    Adjournment Proposal.    To consider and vote upon a proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal, which we refer to as the adjournment proposal.

        ITC will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the accompanying proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

        The ITC board of directors has fixed the close of business on            , 2016 as the record date for the special meeting. Accordingly, only ITC shareholders of record on the record date are entitled to notice of and to vote at the special meeting or at any adjournment of the special meeting. The list of ITC shareholders entitled to vote at the special meeting will be available for review at the special meeting by any ITC shareholder entitled to vote at the special meeting.

        Approval of the merger proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of ITC common stock entitled to vote as of the record date for the special meeting. The approval, on a non-binding, advisory basis, of the named executive officer merger-related compensation proposal, and the approval of the adjournment proposal, each require the affirmative vote, in person or by proxy, of a majority of the votes cast by the holders of ITC common stock entitled to vote at the special meeting.

        ITC shareholders do not have the right to seek appraisal of the fair value of their shares if the merger is completed. See the section entitled "Proposal 1: The Merger—No Appraisal or Dissenters' Rights" beginning on page [·] of the accompanying proxy statement/prospectus.

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        THE ITC BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RECOMMENDS THAT ITC SHAREHOLDERS VOTE "FOR" EACH PROPOSAL. SHAREHOLDER APPROVAL OF THE MERGER AGREEMENT IS NECESSARY TO EFFECT THE MERGER.

    By Order of the Board of Directors,

 

 

/s/ Wendy A. McIntyre

Wendy A. McIntyre
Secretary

Novi, Michigan
            , 2016

 

 




YOUR VOTE IS VERY IMPORTANT

        YOUR VOTE IS IMPORTANT. PLEASE VOTE ON THE ENCLOSED PROXY CARD NOW EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING. YOU CAN VOTE BY SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR BY TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO ATTEND THE SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU ARE A SHAREHOLDER OF RECORD OR HAVE A LEGAL PROXY FROM A SHAREHOLDER OF RECORD. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE IN PERSON AT THE SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.

        If your shares are held in "street name" by a broker, bank or other nominee and you wish to vote in person at the special meeting, you must bring to the special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person at the special meeting. Please also bring to the special meeting your account statement evidencing your beneficial ownership of ITC common stock as of the record date. All shareholders should also bring photo identification.

        The accompanying proxy statement/prospectus provides a detailed description of the merger agreement, the merger, the merger proposal and related agreements and transactions. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the merger proposal, the other proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact ITC's proxy solicitor at the address and telephone number listed below:

GRAPHIC

1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-Free (800) 509-0917

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QUESTIONS AND ANSWERS ABOUT THE ITC SPECIAL MEETING AND THE MERGER

    viii  

SUMMARY

    1  

Information about the Companies

    1  

Risk Factors

    3  

The Merger and the Merger Agreement

    3  

Merger Consideration

    3  

ITC Board of Directors' Recommendation

    3  

Comparative Per Share Market Price Information

    3  

Opinions of ITC's Financial Advisors

    4  

The ITC Special Meeting

    6  

The Fortis Special Meeting and Shareholder Approval

    7  

Financing for the Merger

    7  

Listing of Fortis Common Shares

    8  

Delisting and Deregistration of ITC Common Stock

    8  

Certain United States Federal Income Tax Consequences of the Merger

    8  

Certain Canadian Federal Income Tax Consequences of the Merger

    8  

Accounting Treatment of the Merger

    9  

Treatment of ITC Stock Options and Other Equity-Based Awards

    9  

Regulatory Approvals Required for the Merger

    10  

ITC Shareholders Are Not Entitled to Dissenters' Rights of Appraisal

    10  

Conditions to the Merger

    10  

Termination of the Merger Agreement

    11  

Your Rights as a Fortis Shareholder Will Be Different from Your Rights as an ITC Shareholder

    12  

Financial Interests of Certain ITC Directors and Officers in the Merger That May Differ from Your Interests

    13  

Litigation Relating to the Merger

    13  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    15  

RISK FACTORS

    18  

Risks Relating to the Merger

    18  

Risks Relating to Fortis' Business, Operations and Regulatory Environment

    27  

Risks Relating to Investing in and Ownership of Fortis' Common Shares

    44  

Risks Relating to ITC's Business, Operations and Regulatory Environment

    46  

THE ITC SPECIAL MEETING

    47  

General

    47  

Date, Time and Place of the Special Meeting

    47  

Purpose of the Special Meeting

    47  

Recommendation of the ITC Board of Directors

    48  

Record Date and Outstanding Shares

    48  

Quorum

    48  

Required Vote

    48  

Voting by ITC's Directors and Executive Officers

    49  

Voting by Proxy or in Person

    49  

Revocability of Proxies and Changes to an ITC Shareholder's Vote

    50  

Abstentions

    50  

Failure to Vote

    50  

Inspector of Election; Tabulation of Votes

    51  

Solicitation of Proxies

    51  

v


Householding

    51  

Adjournment

    52  

PROPOSAL 1: THE MERGER

    53  

Structure

    53  

Merger Consideration

    53  

Background of the Merger

    54  

Board of Directors and Management of Fortis and ITC after the Merger

    66  

Fortis' Reasons for the Merger

    67  

ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors

    69  

Opinions of ITC's Financial Advisors

    75  

Certain Financial Projections Utilized by the ITC Board of Directors and ITC's Financial Advisors

    105  

Listing of Fortis Common Shares

    109  

Delisting and Deregistration of ITC Common Stock

    109  

Financial Interests of Certain ITC Directors and Executive Officers in the Merger

    109  

The Fortis Special Meeting and Shareholder Approval

    118  

Accounting Treatment of the Merger

    118  

Financing for the Merger

    118  

Regulatory Approvals Required for the Merger

    122  

No Appraisal or Dissenters' Rights

    124  

Litigation Relating to the Merger

    124  

Restrictions on Sales of Common Shares of Fortis Received in the Merger

    125  

Exchange of Shares in the Merger

    126  

ITC's Dividend Policy

    127  

Certain United States Federal Income Tax Consequences of the Merger

    127  

Certain Canadian Federal Income Tax Consequences of the Merger

    133  

PROPOSAL 2: ADVISORY VOTE REGARDING MERGER-RELATED COMPENSATION FOR ITC'S NAMED EXECUTIVE OFFICERS

    138  

Named Executive Officer Merger-Related Compensation Proposal

    138  

Vote Required and ITC Board of Directors Recommendation

    138  

PROPOSAL 3: ADJOURNMENT OF THE ITC SPECIAL MEETING

    139  

INFORMATION ABOUT THE COMPANIES

    140  

Fortis Inc. 

    140  

Element Acquisition Sub Inc. 

    140  

ITC Holdings Corp. 

    141  

THE MERGER AGREEMENT

    142  

The Merger

    142  

Effects of the Merger

    143  

Merger Consideration

    143  

Surrender of ITC Shares

    144  

Treatment of ITC Stock Options and Other Equity-Based Awards

    145  

Representations and Warranties

    147  

Material Adverse Effect

    149  

Covenants Regarding Conduct of Business by ITC Pending the Merger

    150  

Covenants Regarding Conduct of Business by Fortis, FortisUS and Merger Sub Pending the Merger

    153  

No Solicitation

    154  

ITC Board Recommendation

    156  

Efforts to Obtain Required Shareholder Votes

    158  

Employee Benefits and Service Credit

    159  

ITC Financing Cooperation

    159  

vi


Other Covenants and Agreements

    160  

Consents and Approvals

    162  

Conditions That Must Be Satisfied or Waived for the Merger to Occur

    164  

Termination of the Merger Agreement

    165  

Modification, Amendment or Waiver

    168  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FORTIS

    169  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ITC

    172  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    174  

UNAUDITED COMPARATIVE PER SHARE DATA

    183  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    185  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FORTIS

    187  

ADDITIONAL INFORMATION ABOUT FORTIS

    222  

Business

    222  

Management of Fortis

    248  

Compensation of Directors and Officers of Fortis

    257  

Certain Relationships and Related Party Transactions

    275  

Description of Fortis' Share Capital

    275  

BENEFICIAL OWNERSHIP OF SECURITIES

    284  

Security Ownership of Certain Beneficial Owners and Management of Fortis

    284  

Security Ownership of Certain Beneficial Owners and Management of ITC

    285  

COMPARISON OF RIGHTS OF FORTIS AND ITC SHAREHOLDERS

    287  

LEGAL MATTERS

    303  

EXPERTS

    303  

FUTURE SHAREHOLDER PROPOSALS

    304  

Shareholder Proposals

    304  

Director Nominees

    304  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    306  

GLOSSARY OF TERMS AND ABBREVIATIONS

    308  

FORTIS INC. INDEX TO FINANCIAL STATEMENTS

    F-1  

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

    II-1  

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QUESTIONS AND ANSWERS ABOUT THE ITC SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and matters to be addressed at the ITC special meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus.

Q:
Why am I receiving this proxy statement/prospectus?

A:
On February 9, 2016, ITC entered into a merger agreement with Fortis providing for, among other things, the merger of Merger Sub with and into ITC, pursuant to which ITC will survive the merger as a subsidiary of Fortis. You are receiving this proxy statement/prospectus in connection with the solicitation by the ITC board of directors of proxies of ITC shareholders in favor of the merger proposal and the other matters to be voted on at the special meeting.

    ITC is holding a special meeting of shareholders, which we refer to as the special meeting, to obtain the shareholder approval necessary to approve and adopt the merger agreement, among other matters. Approval of the merger proposal by ITC shareholders is required for the completion of the merger. ITC shareholders are also being asked to consider and vote on a proposal to approve, by non-binding advisory vote, certain compensation arrangements for ITC's named executive officers in connection with the merger contemplated by the merger agreement and to vote on the adjournment proposal. ITC's named executive officers are identified under "Proposal 1: The Merger—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus.

    Fortis is holding an annual and special general meeting of shareholders to obtain the shareholder approval required by the rules of the TSX for the issuance of Fortis common shares to ITC shareholders as partial consideration for the merger. Approval of the share issuance by Fortis shareholders is required for the completion of the merger.

    This proxy statement/prospectus serves as both a proxy statement of ITC and a prospectus of Fortis in connection with the merger.

    Your vote is very important. We encourage you to submit a proxy to have your shares of ITC common stock voted as soon as possible.

Q:
What is the proposed transaction?

A:
If the merger proposal is approved and adopted by ITC shareholders and the other conditions to the consummation of the merger contained in the merger agreement are satisfied or waived, Merger Sub will merge with and into ITC. ITC will be the surviving corporation in the merger and will become privately held as a subsidiary of Fortis.

Q:
What will I receive if the merger is completed?

A:
Under the terms of the merger agreement, if the merger is completed, each share of ITC common stock (other than shares of ITC common stock owned by Fortis, ITC or any of their subsidiaries not held on behalf of third parties) will be automatically converted into the right to receive the merger consideration, consisting of (i) US$22.57 in cash, without interest, and (ii) 0.7520 of a validly issued, fully paid and non-assessable Fortis common share. No fractional Fortis common shares will be issued in the merger, and you will receive cash in lieu of any fractional shares, without interest, rounded to the nearest cent, equal to (i) the fraction of a Fortis common share to

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    which the holder would otherwise be entitled multiplied by (ii) the average of the volume weighted average price per Fortis common share on the TSX, on each of the five consecutive trading days ending with the second complete trading day immediately prior to the effective time of the merger.

    Based on the closing price of Fortis common shares and the US dollar-to-Canadian dollar exchange rate on February 8, 2016, the last full trading day before the announcement of the merger agreement, the per share value of ITC common stock implied by the merger consideration was US$44.90. Based on the closing price of Fortis common shares on                    , 2016, the most recent practicable date prior to the date of this proxy statement/prospectus, the per share value of ITC common stock implied by the merger consideration was US$            . The implied value of the merger consideration will fluctuate, however, as the market price of Fortis common shares and the exchange rate between US dollars and Canadian dollars fluctuates, because a portion of the merger consideration that is payable per share of ITC common stock is a fixed fraction of a Fortis common share, which is valued in Canadian dollars. As a result, the value of the merger consideration that ITC shareholders will receive upon the completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the special meeting. Accordingly, ITC encourages you to obtain current stock price quotations for ITC common stock, Fortis common shares and the exchange rate between US dollars and Canadian dollars before deciding how to vote with respect to the approval of the merger agreement. ITC common stock trades on the NYSE under the symbol "ITC" and Fortis common shares trade on the TSX under the ticker symbol "FTS."

Q:
When and where is the special meeting?

A:
The special meeting of ITC shareholders will be held at                , local time, on                    , 2016, at ITC's corporate headquarters located at 27175 Energy Way, Novi, Michigan 48377.

Q:
Who is entitled to vote at the special meeting?

A:
Only holders of ITC common stock as of the record date, the close of business on                    , 2016, are entitled to vote at the ITC special meeting and any adjournment or postponement thereof. As of the record date, there were            shares of ITC common stock outstanding. Each outstanding share of ITC common stock is entitled to one vote on each matter coming before the shareholders of ITC at the special meeting.

Q:
Who may attend the special meeting?

A:
If you are an ITC shareholder of record, you may attend the special meeting and vote in person the shares you hold directly in your name. If you choose to do that, you must present valid government-issued photo identification such as a driver's license or passport. If you want to vote in person at the special meeting and you hold ITC common stock in "street name" through a bank, broker or other nominee, you must present valid government-issued photo identification such as a driver's license or passport and a power of attorney or other proxy authority from your broker, bank or other nominee. Please also bring to the special meeting your account statement evidencing your beneficial ownership of ITC common stock as of the record date. Follow the instructions from your bank, broker or other nominee, or contact your bank, broker or other nominee to request a power of attorney or other proxy authority. If you vote in person at the special meeting, you will revoke any prior proxy you may have submitted.

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Q:
What am I being asked to vote on?

A:
You are being asked to vote on the following proposals:

to approve and adopt the merger agreement, pursuant to which Merger Sub will merge with and into ITC. ITC will be the surviving corporation in the merger and will become privately held as a subsidiary of Fortis;

to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger; and

to approve the adjournment of the ITC special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement.

    The approval and adoption of the merger agreement by ITC shareholders is a condition to the obligations of Fortis and ITC to complete the merger. The approval, on a non-binding, advisory basis, of the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger is not a condition to the obligations of Fortis or ITC to complete the merger. The approval of the adjournment of the ITC special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement also is not a condition to the obligations of Fortis or ITC to complete the merger.

Q:
What vote is required to approve each proposal?

A:
The merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ITC common stock entitled to vote at the meeting. The proposal to approve, by non-binding advisory vote, the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger and the proposal to approve the adjournment of the ITC special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal each requires the affirmative vote of a majority of the votes cast, in person or by proxy, on such proposals at the special meeting.

Q:
How does the ITC board of directors recommend that I vote?

A:
The ITC board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, ITC and its shareholders, and resolved to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger.

    The ITC board of directors recommends that you vote:

    "FOR" the merger proposal;

    "FOR" the named executive officer merger-related compensation proposal; and

    "FOR" the adjournment proposal.

    See the sections entitled "Proposal 1: The Merger—ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors," "Proposal 2: Advisory Vote Regarding Merger-Related Compensation for ITC's Named Executive Officers" and "Proposal 3: Adjournment of the ITC Special Meeting" beginning on pages [·], [·] and [·], respectively, of this proxy statement/prospectus.

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Q:
If my shares of ITC common stock are represented by physical stock certificates, should I send my stock certificates now?

A:
No. After the merger is completed, you will receive a transmittal form with instructions for the surrender of your ITC common stock certificates. Please do not send your stock certificates with your proxy card.

Q:
How do I vote my shares?

A:
If you are a shareholder of record, you may vote by:

(1)
Telephone, by using the toll-free number 1-800-652-VOTE (8683), or by following the instructions on your proxy card. If you vote by telephone, do not mail in your proxy card.

(2)
Internet, by going to the voting site at www.investorvote.com/ITC and following the instructions outlined on the secured website using certain information provided on your proxy card or voting instruction form. If you vote using the Internet, do not mail in your proxy card.

(3)
Written Proxy, if you received your proxy materials by mail, you may submit your written proxy by completing the proxy card enclosed with those materials and signing, dating and returning your proxy card by mail in the enclosed return envelope, which requires no additional postage if mailed in the United States.

(4)
Attending the Special Meeting, and voting in person if you are an ITC shareholder of record or if you are a beneficial owner and have a legal proxy from the ITC shareholder of record.

    If your shares are held in "street name" by a broker, bank or other nominee, you should have received a voting instruction form from your broker, bank or other nominee and you should follow the instructions given by that institution. If you are a "street name" owner and have a legal proxy from the shareholder of record, you may vote in person at the special meeting.

Q:
What is a proxy?

A:
A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of ITC common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of ITC common stock is called a "proxy card."

Q:
If I am not going to attend the special meeting, should I return my proxy card or otherwise vote my shares?

A:
Yes. Completing, signing, dating and returning the proxy card by mail or submitting a proxy by calling the toll-free number shown on the proxy card or submitting a proxy by visiting the website shown on the proxy card ensures that your shares will be represented and voted at the special meeting, even if you otherwise do not attend.

Q:
If my shares are held in "street name" by my broker, bank or other nominee, will the broker, bank or other nominee vote my shares for me?

A:
A broker, bank or other nominee will vote your shares only if you provide instructions to the broker, bank or other nominee on how to vote. You should follow the directions provided by your broker, bank or other nominee regarding how to instruct the broker, bank or other nominee to vote your shares. Your failure to provide voting instructions to your broker, bank or other nominee on how to vote shares you hold in "street name" will have the effect of a vote "AGAINST" the approval of the merger proposal. Failure to provide voting instructions on the proposal to approve the named executive officer merger-related compensation proposal and the adjournment proposal

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    will mean that your shares will not be voted on these matters but will have no effect on the voting result.

Q:
Can I change my vote?

A:
Yes. If you are a record holder and have properly completed and submitted your proxy card or proxy by telephone or Internet, you can change your vote in any of the following ways:

by sending a written notice to the ITC Corporate Secretary that is received prior to the special meeting stating that you revoke your proxy;

by properly completing, signing and dating a new proxy card bearing a later date and properly submitting it so that it is received prior to the special meeting;

by visiting the website or calling the toll-free number shown on the proxy card and voting again, which is equivalent to submitting a new proxy; or

by attending the special meeting in person and voting your shares.

    Simply attending the special meeting will not revoke a proxy.

    If your shares are held in "street name" by your broker, bank or other nominee and you have directed such broker, bank or other nominee to vote your shares, you should instruct such broker, bank or other nominee to change your vote.

Q:
What if I do not vote?

A:
If you fail to submit your proxy, vote your shares or instruct your broker, bank or other nominee how to vote, that failure will have the same effect as a vote "AGAINST" the merger proposal, assuming a quorum is present at the special meeting, but will have no effect on the other proposals.

    If you submit your proxy card but do not indicate how you want to vote on a particular proposal, your proxy will be counted as a vote "FOR" that proposal.

Q:
What should I do now?

A:
After carefully reading and considering the information contained in this proxy statement/prospectus, you should submit a proxy by mail, via the Internet or by telephone to vote your shares as soon as possible so that your shares will be represented and voted at the special meeting. You should follow the instructions set forth on the enclosed proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of a broker or other nominee.

Q:
What constitutes a quorum?

A:
A quorum is the number of shares that must be present, in person or by proxy, in order for business to be transacted at a shareholder meeting of ITC. The required quorum for the special meeting is a majority of the shares outstanding and entitled to vote as of the record date. All shares represented at the special meeting in person or by proxy (including those voted by telephone or Internet) will be counted toward the quorum. Shares held by ITC shareholders who mark their proxy card "ABSTAIN," vote "ABSTAIN" by telephone or Internet, instruct their broker, bank or other nominee to vote shares held in "street name" to "ABSTAIN" or appear at the special meeting without otherwise voting their shares will be treated as shares represented at the meeting for purposes of determining the presence of a quorum. Shares held by ITC shareholders who do not attend the special meeting and do not submit a proxy, vote by telephone

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    or Internet or give voting instructions with respect to their shares will not be treated as represented at the meeting for purposes of determining a quorum.

Q:
Is my vote important?

A:
Yes, your vote is very important. The merger cannot be completed without the approval and the adoption of the merger proposal by ITC shareholders. The ITC board of directors recommends that you vote "FOR" the approval and adoption of the merger proposal.

Q:
What happens if I transfer my shares of ITC common stock before the special meeting?

A:
The record date is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you transfer your shares of ITC common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting. However, if you are an ITC shareholder, you will have transferred the right to receive the merger consideration in the merger. In order to receive the merger consideration, you must hold your shares of ITC common stock through the effective time of the merger.

Q:
What if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a holder of record and also in "street name," or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

Q:
How do I obtain the voting results from the special meeting?

A:
Preliminary voting results will be announced at the ITC special meeting and will be set forth in a press release that ITC intends to issue after the special meeting. The press release will be available on the ITC website at www.itc-holdings.com. Final voting results for the special meeting are expected to be published in a Current Report on Form 8-K filed with the SEC by ITC within four business days after the special meeting. A copy of the Current Report on Form 8-K will be available after filing with the SEC on the ITC website and the SEC website.

Q:
What will happen if all of the proposals to be considered at the special meeting are not approved?

A:
As a condition to the completion of the merger, ITC shareholders must approve and adopt the merger proposal.

    The completion of the merger is not conditioned or dependent upon the approval of the named executive officer merger-related compensation proposal or the adjournment proposal.

Q:
Why am I being asked to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger?

A:
The SEC has adopted rules that require ITC to seek a non-binding, advisory vote on the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger.

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Q:
What happens if the named executive officer merger-related compensation proposal is not approved?

A:
Approval of this proposal is not a condition to the completion of the merger, and as an advisory vote, the result will not be binding on ITC, the ITC board of directors or Fortis. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, ITC's named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

Q:
How will ITC's directors and executive officers vote on the proposal to approve and adopt the merger agreement and the merger?

A:
The directors and officers of ITC have informed ITC that as of the date of this proxy statement/prospectus, they intend to vote their shares in favor of each of the proposals to come before the shareholders of ITC at the special meeting.

    As of the record date for the special meeting, the directors and executive officers of ITC owned, in the aggregate,            shares of ITC common stock, representing      % of the issued and outstanding ITC common stock entitled to vote at the special meeting.

Q:
Do any of ITC's directors or officers have interests in the merger that may differ from or be in addition to my interests as a shareholder?

A:
Yes. In considering the recommendation of the ITC board of directors with respect to the merger proposal, you should be aware that ITC's directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of ITC shareholders. These interests may create potential conflicts of interest. The ITC board of directors was aware of those interests and considered them, among other matters, in approving the merger agreement, the merger, and the other transactions contemplated by the merger agreement. See the section entitled "Proposal 1: The Merger—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus.

Q:
Is the obligation of each of Fortis and ITC to complete the merger subject to any conditions?

A:
Yes. Consummation of the merger is subject to (i) the approval of the merger agreement by an affirmative vote of the holders of a majority of all of the outstanding shares of ITC common stock entitled to vote at the special meeting, (ii) the absence of any law, injunction or other order that prohibits the consummation of the merger, (iii) the receipt of certain required regulatory approvals, including approval of the U.S. Federal Energy Regulatory Commission, or FERC, and necessary state approvals, (iv) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, (v) approval by the Committee on Foreign Investment in the United States, or CFIUS, (vi) the absence of a material adverse effect on either ITC or Fortis, (vii) the approval by the shareholders of Fortis required by the rules of the TSX for the issuance of Fortis common shares, (viii) the approval for listing on the NYSE and the TSX of the Fortis common shares to be issued to ITC shareholders (subject to official notice of issuance), (ix) the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC, (x) the delivery to Fortis of certain customary financial statements required in connection with the financing of the merger and (xi) other customary closing conditions, including the accuracy of each party's representations and warranties, and each party's compliance with its covenants and agreements contained in the merger agreement (subject in the case of this clause (xi) to certain

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    materiality qualifiers). For a discussion of the conditions to the completion of the merger, see the section entitled "The Merger Agreement—Conditions That Must Be Satisfied or Waived for the Merger to Occur" beginning on page [·] of this proxy statement/prospectus.

Q:
How will the merger be financed?

A:
The financing of the merger has been structured to allow Fortis to maintain an investment-grade credit rating and is consistent with Fortis' existing capital structure. Financing for the cash portion of the merger consideration will be achieved primarily through the issuance of approximately US$2 billion of Fortis debt and the indirect sale of 19.9% of the equity securities of ITC to Finn Investment Pte Ltd., or the minority investor, a holding company that is an affiliate of GIC Pte Ltd., or GIC, a sovereign wealth fund of the Government of Singapore, which sale will be effected contemporaneously with the closing of the merger. We refer to such sale as the minority investment in this proxy statement/prospectus. See the section entitled "Proposal 1: The Merger—Financing for the Merger—The Minority Investment" beginning on page [·] of this proxy statement/prospectus.

Q:
Is the completion of the merger subject to a financing condition?

A:
No. The receipt of financing by Fortis is not a condition to the completion of the merger and, accordingly, Fortis will be required to complete the merger (assuming that all of the conditions to its obligations to complete the merger under the merger agreement are satisfied or waived), whether or not debt financing or other financing is available at all or on acceptable terms. Fortis has US$3.7 billion in committed bridge financing in place which, if required, would allow Fortis to pay the entire cash consideration for the merger.

Q:
Will the Fortis common shares to be issued to me at the time of the completion of the merger be traded on an exchange?

A:
Yes. It is a condition to the closing of the merger that the Fortis common shares to be issued to ITC shareholders in the merger be approved for listing on the NYSE and the TSX, subject to official notice of issuance.

Q:
If I sell my shares of ITC common stock shortly before the completion of the merger, will I still be entitled to receive the merger consideration?

A:
No. In order to receive the merger consideration, you must hold your shares of ITC common stock through the effective time of the merger.

Q:
Do you expect the merger to be taxable to me?

A:
The exchange of ITC common stock for the merger consideration will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local and/or other tax laws. You should read the sections entitled "Proposal 1: The Merger—Certain United States Federal Income Tax Consequences of the Merger" and "Proposal 1: The Merger—Certain Canadian Federal Income Tax Consequences of the Merger" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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Q:
Are there risks associated with the merger?

A:
Yes, there are important risks involved. Before making any decision on whether and how to vote, ITC urges you to read carefully and in its entirety, the section entitled "Risk Factors" beginning on page [·] of this proxy statement/prospectus.

Q:
Does ITC have to pay anything to Fortis if the merger agreement is not approved and adopted by the ITC shareholders or if the merger agreement is otherwise terminated?

A:
If the merger agreement is terminated under specified circumstances, ITC may be required to pay Fortis a termination fee of US$245 million. However, the failure to obtain approval by ITC shareholders of the merger proposal does not trigger ITC's payment of the termination fee to Fortis except under certain circumstances involving a pending competing bid. For a discussion of the circumstances under which the termination fee is payable by ITC to Fortis, see the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page [·] of this proxy statement/prospectus.

Q:
Does Fortis have to pay anything to ITC if the issuance of Fortis common shares is not approved by the Fortis shareholders or if the merger agreement is otherwise terminated?

A:
If the merger agreement is terminated under specified circumstances, Fortis may be required to pay ITC a termination fee of US$280 million or a lesser termination fee of US$245 million. However, the failure to obtain approval by Fortis shareholders of the issuance of Fortis common shares does not trigger Fortis' payment of a termination fee to ITC. For a discussion of the circumstances under which either termination fee is payable by Fortis to ITC, see the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page [·] of this proxy statement/prospectus.

Q:
Do I have appraisal or dissenter's rights for my ITC shares in connection with the merger?

A:
No, ITC shareholders do not have appraisal or dissenter's rights under the Michigan Business Corporation Act, or the MBCA, in connection with any of the proposals being presented to them.

Q:
When will the merger be completed?

A:
Fortis and ITC are working to complete the merger as quickly as possible. In addition to regulatory approvals, and assuming that the merger proposal is approved by the ITC shareholders at the special meeting, other important conditions to the closing of the merger exist. Assuming the satisfaction of all necessary closing conditions, the parties to the merger agreement expect to complete the merger by late 2016. The merger agreement contains an end date of February 9, 2017 for the closing of the merger, which may be extended by six months by either ITC or Fortis in certain circumstances. For a discussion of the conditions to the completion of the merger, see the sections entitled "Proposal 1: The Merger—Regulatory Approvals Required for the Merger" and "The Merger Agreement—Conditions That Must Be Satisfied or Waived for the Merger to Occur" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus.

Q:
What happens if the merger is not completed?

A:
If the merger is not completed for any reason, you will not receive any consideration for your shares of ITC common stock, and ITC will remain an independent public company with ITC common stock being traded on the NYSE.

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Q:
Who can answer my questions?

A:
If you are an ITC shareholder and you have any questions about the merger or you would like to request additional documents, including copies of this proxy statement/prospectus, please contact ITC's proxy solicitor:


GRAPHIC

1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-Free (800) 509-0917
Q:
Where can I find more information about Fortis, ITC and the transactions contemplated by the merger agreement?

A:
You can find out more information about Fortis, ITC and the transactions contemplated by the merger agreement by reading this proxy statement/prospectus and, with respect to Fortis and ITC, from various sources described in the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus.

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SUMMARY

        This summary highlights information contained elsewhere in this proxy statement/prospectus. Fortis and ITC urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Fortis and ITC have referred you because this section does not provide all of the information that might be important to you with respect to the merger and the related matters being considered and voted on by the ITC shareholders at the ITC special meeting. See also the section entitled "Where You Can Find Additional Information" on page [·]. Fortis and ITC have included page references to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page [·])

Fortis Inc.

Fortis Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4
(709) 737-2800

        Fortis is organized under the laws of the province of Newfoundland and Labrador, Canada. Fortis is an electric and gas utility holding company, serving more than three million customers across Canada, the United States and the Caribbean. Its regulated holdings include electric utilities in five Canadian provinces, two U.S. states and three Caribbean countries and natural gas utilities in the province of British Columbia and the states of Arizona and New York. Fortis also owns long-term contracted hydroelectric generation assets in British Columbia and Belize. The U.S. operations of Fortis are conducted through FortisUS Inc., or FortisUS, an indirect subsidiary of Fortis and a Delaware corporation, through its primary subsidiaries, UNS Energy Corporation, an Arizona corporation, through its primary subsidiaries, Tucson Electric Power Company, or TEP, UNS Electric, Inc., or UNS Electric, and UNS Gas, Inc., or UNS Gas, and CH Energy Group, Inc., or CH Energy Group, a New York corporation, through its primary subsidiary, Central Hudson Gas & Electric Corporation, or Central Hudson. Additionally, FortisUS holds ITC Investment Holdings Inc., or Investment Holdings, and Element Acquisition Sub Inc., or Merger Sub, each of which is a subsidiary newly formed in Michigan for the sole purpose of completing the merger and the financing thereof. See "Element Acquisition Sub Inc."

        Fortis' common shares trade under the symbol "FTS" on the TSX. Fortis has applied to list its common shares on the NYSE under the symbol "FTS" in connection with the merger. Fortis is headquartered in St. John's, Newfoundland and Labrador, Canada, where its senior management maintains offices and is responsible for overall executive, financial and planning functions. For additional information about Fortis, see the section entitled "Additional Information about Fortis" beginning on page [·] of this proxy statement/prospectus.

Element Acquisition Sub Inc.

30600 Telegraph Road
Bingham Farms, Michigan 48025
(709) 737-2800

        Merger Sub is a Michigan corporation and an indirect subsidiary of Fortis that was formed solely in contemplation of the merger, has not commenced any operations except those relating to the completion of the minority investment, has only nominal assets and has no liabilities or contingent liabilities, except as described in this proxy statement/prospectus, nor any outstanding commitments

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other than as set forth in the merger agreement and those relating to the minority investment. Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the merger agreement and the subscription agreement dated April 20, 2016, with the minority investor providing for the minority investment. See the section entitled "Proposal 1: The Merger—Financing for the Merger—The Minority Investment" beginning on page [·] of this proxy statement/prospectus.

ITC Holdings Corp.

27175 Energy Way
Novi, Michigan 48377
(248) 964-3000

        ITC's business consists primarily of the electric transmission operations of ITC's regulated operating subsidiaries, which include International Transmission Company, Michigan Electric Transmission Company, LLC, ITC Midwest LLC and ITC Great Plains, LLC. In 2002, ITC was incorporated in the state of Michigan for the purpose of acquiring International Transmission Company. International Transmission Company was originally formed in 2001 as a subsidiary of The Detroit Edison Company, an electric utility subsidiary of DTE Energy Company, and was acquired in 2003 by ITC. Michigan Electric Transmission Company was originally formed in 2001 as a subsidiary of Consumers Energy Company, an electric and gas utility subsidiary of CMS Energy Corporation, and was acquired in 2006 by ITC. ITC Midwest LLC was formed in 2007 by ITC to acquire the transmission assets of Interstate Power and Light Company in December 2007. ITC Great Plains, LLC was formed in 2006 by ITC and became a FERC jurisdictional entity in 2009. ITC owns and operates high-voltage systems in Michigan's Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma that transmit electricity from generating stations to local distribution facilities connected to ITC's systems.

        ITC's business strategy is to own, operate, maintain and invest in transmission infrastructure in order to enhance system integrity and reliability, reduce transmission constraints and allow new generating resources to interconnect to ITC's transmission systems. ITC is pursuing development projects not within its existing systems, which are also intended to improve overall grid reliability, reduce transmission constraints and facilitate interconnections of new generating resources, as well as enhance competitive wholesale electricity markets.

        As electric transmission utilities with rates regulated by FERC, ITC's regulated operating subsidiaries earn revenues through tariff rates charged for the use of their electric transmission systems by ITC's customers, which include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. As independent transmission companies, ITC's regulated operating subsidiaries are subject to rate regulation only by FERC.

        In February 2015, ITC announced an internal reorganization and executive changes to support ITC's core business focus and increase dedicated resources for grid development activities.

        ITC's common stock is listed on the NYSE under the symbol "ITC." ITC's principal executive offices are located at 27175 Energy Way, Novi, Michigan 48377, its telephone number is (248) 964-3000 and its website is www.itc-holdings.com. The information contained in, or that can be accessed through, ITC's website is not intended to be incorporated into this proxy statement/prospectus. For additional information about ITC, see the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus.

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Risk Factors (page [·])

        You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page [·] of this proxy statement/prospectus. You also should read and carefully consider the risk factors of ITC contained in the documents that are incorporated by reference into this proxy statement/prospectus.

The Merger and the Merger Agreement (page [·])

        Fortis and ITC agreed to the acquisition of ITC by Fortis under the terms of the merger agreement, which is described in this proxy statement/prospectus. Pursuant to the merger agreement, Merger Sub will merge with and into ITC, with ITC continuing as the surviving corporation and a subsidiary of FortisUS. In connection with the minority investment, on April 20, 2016, FortisUS assigned its rights, interests, duties and obligations under the merger agreement to Investment Holdings; provided that FortisUS remains liable for its duties and obligations under the merger agreement which we refer to as the assignment.

Merger Consideration (page [·])

        Upon the terms and subject to the conditions set forth in the merger agreement, each share of ITC common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of ITC common stock held by Fortis, Investment Holdings, Merger Sub or any of Fortis' direct or indirect wholly-owned subsidiaries or ITC or its wholly-owned subsidiaries and ITC restricted stock awards) will be converted into the right to receive (i) US$22.57 in cash (without interest), or the cash consideration, and (ii) 0.7520 of a Fortis common share, or the stock consideration, together with the cash consideration, the merger consideration. For a full description of the treatment of ITC stock options, restricted stock and other equity-based awards, see the sections entitled "The Merger Agreement—Treatment of ITC Stock Options and Other Equity-Based Awards" and "The Merger Agreement—Merger Consideration" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus.

ITC Board of Directors' Recommendation (page [·])

        After careful evaluation of the merger agreement and the transactions contemplated thereby and after consultation with its advisors, at a special meeting of the ITC board of directors, the members of the ITC board of directors that were present unanimously (i) determined that the merger agreement was in the best interests of ITC and its shareholders and declared it advisable to enter into the merger agreement, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the merger contemplated thereby, on the terms and conditions set forth in the merger agreement, and (iii) resolved to recommend approval of the merger agreement by ITC's shareholders.

        The ITC board of directors recommends that ITC shareholders vote "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal. For the factors considered by the ITC board of directors in reaching this decision, see "Proposal 1: The Merger—ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors" beginning on page [·] of this proxy statement/prospectus.

Comparative Per Share Market Price Information (page [·])

        The following table presents the closing price per share of Fortis common shares on the TSX and of ITC common stock on the NYSE on (a) February 8, 2016, the last full trading day prior to the public announcement of the signing of the merger agreement, and (b)                    , 2016, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of ITC common stock, which was

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calculated by adding the closing price of Fortis common shares on those dates (converted to US dollars based on the Canadian dollar-to-US dollar exchange rate on the applicable date) and the cash consideration of US$22.57.

Date
  Fortis
common
shares TSX
  ITC
common
stock
NYSE
  Implied per share
value of merger
consideration
 
 
  (C$)
  (US$)
  (US$)
 

February 8, 2016

  $ 41.38   $ 39.38   $ 44.90  

                , 2016

  $     $     $    

Opinions of ITC's Financial Advisors (page [·])

        ITC retained Barclays Capital Inc., or Barclays, and Morgan Stanley & Co. LLC, or Morgan Stanley, as financial advisors, and the ITC board of directors retained Lazard Frères & Co., or Lazard, as its financial advisor, in connection with the merger. In connection with this engagement, the ITC board of directors requested that ITC's financial advisors evaluate the fairness, from a financial point of view, to the holders of shares of ITC common stock (other than, in the case of Lazard's opinion, to ITC (as the holder of treasury shares), any of the wholly-owned subsidiaries of ITC or Fortis, Merger Sub or any of their respective wholly-owned subsidiaries, which we refer to, collectively, as excluded holders in this proxy statement/prospectus) of the merger consideration to be paid to such holders pursuant to the merger agreement.

Opinion of Lazard

        In connection with the merger, Lazard rendered to the ITC board of directors its oral opinion on February 8, 2016 (which was subsequently confirmed by delivery of a written opinion dated February 9, 2016) that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the merger consideration to be offered to the shareholders of ITC (other than excluded holders) in the merger is fair to such shareholders. The full text of Lazard's written opinion, which is attached as Annex B to this proxy statement/prospectus, sets forth, among other things, the assumptions made, procedures followed and factors considered in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety.

        Lazard's opinion was provided for the benefit of the ITC board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration to be offered to the shareholders of ITC (other than excluded holders), from a financial point of view, and did not address any other aspect of the merger. Lazard expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of ITC or Fortis, or any class of such persons, relative to the merger consideration to be offered to ITC shareholders in the merger. Lazard's opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which ITC might engage or the merits of the underlying decision by ITC to engage in the merger. The opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the merger or any other matter.

        As compensation for its services in connection with the merger, certain fees became payable by ITC to Lazard upon the delivery of Lazard's opinion. In addition, ITC may, in the discretion of the ITC board of directors, pay Lazard an additional amount up to a previously agreed limit. For additional details on the fees payable to Lazard in connection with the merger, see the section entitled "Proposal 1: The Merger—Opinions of ITC's Financial Advisors" beginning on page [·] of this proxy statement/prospectus. In addition, ITC has agreed to reimburse Lazard for certain expenses incurred in

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connection with the merger and to indemnify Lazard for certain liabilities that may arise out of its engagement by ITC and the rendering of Lazard's opinion.

Opinion of Barclays

        In connection with the merger, Barclays rendered to the ITC board of directors its oral opinion on February 8, 2016 (which was subsequently confirmed by delivery of a written opinion dated such date) that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the merger consideration to be offered to the shareholders of ITC in the merger is fair to such shareholders. The full text of Barclays' written opinion, which is attached as Annex C to this proxy statement/prospectus, sets forth, among other things, the assumptions made, procedures followed and factors considered in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety.

        Barclays' opinion was provided for the benefit of the ITC board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration to be offered to the shareholders of ITC, from a financial point of view, and did not address any other aspect of the merger. Barclays was not requested to address, and its opinion does not in any manner address, the likelihood of consummation of the merger, ITC's underlying business decision to proceed with or effect the merger, or the relative merits of the merger as compared to any other transaction or business strategy in which ITC might engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of ITC or Fortis, or any class of such persons, relative to the merger consideration to be offered to ITC shareholders in the merger. The opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the merger or any other matter.

        As compensation for its services in connection with the merger, certain fees became payable by ITC to Barclays upon the delivery of Barclays' opinion, and the remainder of such fees will become payable by ITC to Barclays, in each case as described in the section entitled "Proposal 1: The Merger—Opinions of ITC's Financial Advisors" beginning on page [·] of this proxy statement/prospectus. In addition, ITC has agreed to reimburse Barclays for its reasonable out-of-pocket expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by ITC and the rendering of Barclays' opinion.

Opinion of Morgan Stanley

        In connection with the merger, on February 8, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the ITC board of directors that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the merger consideration to be received by the holders of ITC common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders of shares of ITC common stock. The full text of Morgan Stanley's written opinion, which is attached as Annex D to this proxy statement/prospectus, sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. The foregoing summary of Morgan Stanley's opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read the opinion carefully and in its entirety.

        Morgan Stanley's opinion was provided for the benefit of the ITC board of directors (in its capacity as such), and addressed only the fairness, from a financial point of view, of the merger consideration to be received by the holders of ITC common stock pursuant to the merger agreement as

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of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the underlying business decision of ITC to proceed with or effect the merger or the likelihood of consummation of the merger, nor does it address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley's opinion was not intended to, and does not, express an opinion or a recommendation as to how the shareholders of ITC should vote at the special meeting or any adjournment thereof.

        As compensation for its services in connection with the merger, certain fees became payable by ITC to Morgan Stanley upon execution of the merger agreement, and the remainder of such fees will become payable by ITC to Morgan Stanley, in each case as described in the section entitled "Proposal 1: The Merger—Opinions of ITC's Financial Advisors" beginning on page [·] of this proxy statement/prospectus. In addition, ITC has agreed to reimburse Morgan Stanley for its reasonable fees and expenses incurred in connection with the merger and to indemnify Morgan Stanley for certain liabilities that may arise out of its engagement by ITC and the rendering of Morgan Stanley's opinion.

The ITC Special Meeting (page [·])

General

        The ITC special meeting will be held on                  , 2016, at                  , local time, at ITC's corporate headquarters located at 27175 Energy Way, Novi, Michigan 48377. At the ITC special meeting, ITC shareholders will be asked to consider and vote upon:

            (1)   a proposal to approve and adopt the merger agreement;

            (2)   a proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by ITC to its named executive officers in connection with the merger contemplated by the merger agreement; and

            (3)   a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal.

Record Date and Outstanding Shares

        The ITC board of directors has fixed the close of business on                  , 2016, or the record date, as the record date for the special meeting. Only ITC shareholders of record on the record date are entitled to notice of, and to vote at, the special meeting or any adjournment of the special meeting.

        As of the close of business on the record date, there were approximately                  shares of ITC common stock outstanding and entitled to vote at the special meeting, held by approximately                  holders of record.

Quorum

        The required quorum for the special meeting is a majority of the shares outstanding and entitled to vote as of the record date. There must be a quorum present for the meeting to be held. All shares represented at the special meeting in person or by proxy (including those voted by telephone or the Internet) will be counted toward the quorum. Abstentions and broker non-votes will be counted as present in determining the existence of a quorum.

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Required Vote

        Merger Proposal.    The affirmative vote of the holders of a majority of the outstanding shares of ITC common stock entitled to vote at the special meeting is required to approve the merger proposal.

        Named Executive Officer Merger-Related Compensation Proposal.    The affirmative vote of a majority of the votes cast, in person or by proxy, at the special meeting by holders of shares of ITC common stock is required to approve, on a non-binding, advisory basis, the named executive officer merger-related compensation proposal.

        Adjournment Proposal.    The affirmative vote of a majority of the votes cast, in person or by proxy, at the special meeting by holders of shares of ITC common stock is required to approve the adjournment proposal.

Voting by ITC's Directors and Executive Officers

        As of the record date, directors and executive officers of ITC and their affiliates were entitled to vote                shares of ITC common stock, or approximately        % of the shares of ITC common stock issued and outstanding on that date. ITC's directors and executive officers have informed ITC that they intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of ITC's directors and executive officers is obligated to do so.

The Fortis Special Meeting and Shareholder Approval (page [·])

        TSX rules require shareholder approval to be obtained if the number of common shares issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of common shares of the listed issuer which are outstanding on a pre-acquisition, non-diluted basis. There were approximately 152.7 million shares of ITC common stock outstanding as of February 8, 2016 and, pursuant to the terms of the merger agreement, which restricts stock issuances by ITC (subject to certain exceptions), less than 155.6 million shares of ITC common stock are expected to be outstanding at the effective time of the merger. Accordingly, if the merger is completed, up to 117 million Fortis common shares would be issued as partial payment of the purchase price for the merger, representing approximately 41.5% of the current issued and outstanding Fortis common shares. The actual number of Fortis common shares to be issued pursuant to the merger agreement will be determined at completion of the merger based on the exchange ratio and the number of shares of ITC common stock outstanding at such time. Accordingly, Fortis shareholders must approve the issuance of common shares to the holders of ITC common stock in connection with the merger by an ordinary resolution, which requires approval by a majority of the votes cast, either in person or by proxy, at a special meeting of shareholders or any adjournment or postponement thereof. Fortis has called an annual and special meeting of shareholders to be held on May 5, 2016, at which Fortis will seek the approval required by the TSX. The record date for the upcoming annual and special meeting of Fortis shareholders is March 18, 2016.

Financing for the Merger (page [·])

        The cash portion of the merger consideration and the merger-related expenses are expected to be financed at closing from: (i) the issuance of approximately US$2.0 billion of Fortis debt, (ii) a combination of one or more offerings of equity securities, equity-linked securities, first preference shares, second preference shares and/or hybrid debt-equity securities to be completed by Fortis on or prior to the closing of the merger (we refer to (i) and (ii), collectively, as the prospective offerings in this proxy statement/prospectus), (iii) the sale of 19.9% of ITC to the minority investor pursuant to the minority investment (as described in more detail in the section entitled "Proposal 1: The Merger—Financing for the Merger—The Minority Investment" beginning on page [·] of this proxy statement/

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prospectus) and (iv) to the extent necessary, borrowings under the Merger Credit Facilities (as defined in the section entitled "Proposal 1: The Merger—Financing for the Merger—Merger Credit Facilities" beginning on page [·] of this proxy statement/prospectus). The debt securities are expected to be denominated primarily in US dollars in order to provide a natural currency hedge for Fortis' US dollar earnings.

Listing of Fortis Common Shares (page [·])

        The completion of the merger is conditioned upon the approval for listing of Fortis common shares issuable pursuant to the merger agreement on the TSX and the NYSE at or prior to the effective time, subject to official notice of issuance.

Delisting and Deregistration of ITC Common Stock (page [·])

        As promptly as practicable following the completion of the merger, the ITC common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the U.S. Exchange Act.

Certain United States Federal Income Tax Consequences of the Merger (page [·])

        The merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled "Proposal 1: The Merger—Certain United States Federal Income Tax Consequences of the Merger" beginning on page [·] of this proxy statement/prospectus) of ITC common stock will recognize a gain or loss in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Fortis common shares (as of the effective time of the merger) and the cash received by the U.S. Holder in the merger, and (ii) the U.S. Holder's adjusted tax basis in the shares of ITC common stock surrendered in the merger.

        A U.S. Holder's gain or loss on the disposition of ITC common stock generally will be a capital gain or loss. Capital gains of non-corporate U.S. Holders (including individuals) may be eligible for preferential U.S. federal income tax rates applicable to long-term capital gains if the U.S. Holder has held its ITC common stock for more than one year as of the effective time of the merger. The deductibility of capital losses is subject to limitations.

        A Non-U.S. Holder (as defined in the section entitled "Proposal 1: The Merger—Certain United States Federal Income Tax Consequences of the Merger" beginning on page [·] of this proxy statement/prospectus) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of ITC common stock for cash and Fortis common shares in the merger unless such Non-U.S. Holder (i) has certain connections to the United States or (ii) in certain circumstances, such Non-U.S. Holder owns (or is treated as owning) more than 5% of ITC common stock during a specified time period.

        The foregoing is a brief summary of U.S. federal income tax consequences only and is qualified by the more detailed general description of U.S. federal income tax consequences in the section entitled "Proposal 1: The Merger—Certain United States Federal Income Tax Consequences of the Merger" beginning on page [·] of this proxy statement/prospectus. The U.S. federal income tax consequences of the merger to a holder of ITC common stock will depend on such holder's own tax situation. ITC stockholders are urged to consult their own tax and legal advisors to determine the particular tax consequences to them of the merger.

Certain Canadian Federal Income Tax Consequences of the Merger (page [·])

        An ITC stockholder who is resident in Canada for the purposes of the Income Tax Act (Canada), or the Canadian Tax Act, and holds ITC common stock as capital property will realize a capital gain

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(or capital loss) on the merger equal to the amount by which the sum of the cash and the fair market value, at the time of the merger, of the Fortis common shares received in exchange for such stockholder's ITC common stock, net of any reasonable costs of disposition, exceeds (or is less than) the aggregate adjusted cost base to such stockholder of such ITC common stock.

        Generally, an ITC stockholder who is not resident in Canada for purposes of the Canadian Tax Act will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized on the exchange of ITC common stock for the merger consideration.

        The foregoing is a brief summary of Canadian federal income tax consequences only and is qualified by the more detailed general description of Canadian federal income tax consequences in the section entitled "Proposal 1: The Merger—Certain Canadian Federal Income Tax Consequences of the Merger" beginning on page [·] of this proxy statement/prospectus. ITC stockholders are urged to consult their own tax and legal advisors to determine the particular tax consequences to them of the merger.

Accounting Treatment of the Merger (page [·])

        In accordance with accounting principles generally accepted in the United States, or U.S. GAAP, Fortis will account for the merger using the acquisition method of accounting for business combinations. For a more detailed discussion of the accounting treatment of the merger, see the section entitled "Proposal 1: The Merger—Accounting Treatment of the Merger."

Treatment of ITC Stock Options and Other Equity-Based Awards (page [·])

        Immediately prior to the effective time of the merger, each outstanding option to purchase shares of ITC common stock will vest and be cancelled and converted into the right to receive (without interest) an amount in cash equal to the total number of shares of ITC common stock subject to the option multiplied by the excess, if any, of the equity award consideration over the exercise price per share of ITC common stock under such option, less applicable withholding taxes.

        Immediately prior to the effective time of the merger, each outstanding award of restricted stock will vest and be cancelled and converted into the right to receive (without interest) an amount in cash equal to the total number of shares of ITC common stock subject to such award immediately prior to the effective time of the merger multiplied by the equity award consideration, less applicable withholding taxes.

        Immediately prior to the effective time of the merger, each outstanding award of performance shares will vest at the higher of the target level of performance and the actual level of performance through the effective time of the merger, and will be cancelled and converted into the right to receive (without interest) an amount in cash equal to the number of shares of ITC common stock subject to the award immediately prior to the effective time of the merger multiplied by the equity award consideration, less applicable withholding taxes. Furthermore, immediately prior to the effective time of the merger, equivalent performance shares in respect of performance shares that become vested will vest in the same percentage as the performance shares underlying such equivalent performance shares (and, to the extent the percentage of the performance shares vesting exceeds 100%, additional equivalent performance shares will be deemed credited to each holder's notional account and vested so that the number of equivalent performance shares deemed credited to such holder's account and vested is equal to the number that would have been held in such account if the number of vested performance shares had been issued as of the grant date, rather than the target number of performance shares) and will be cancelled and converted into the right to receive (without interest) an amount in cash equal to the number of such equivalent performance shares deemed credited to such holder's notional account as set forth above multiplied by the equity award consideration, less applicable withholding taxes.

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        The ITC equity compensation plans and employee stock purchase plans will terminate immediately following the effective time of the merger, contingent upon the occurrence of the effective time of the merger.

        For a full description of the treatment of ITC options, restricted stock, performance shares and employee stock purchase plans, see the sections entitled "The Merger Agreement—Treatment of ITC Stock Options and Other Equity-Based Awards" and "The Merger Agreement—Merger Consideration" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus.

Regulatory Approvals Required for the Merger (page [·])

        To complete the merger and the other transactions contemplated by the merger agreement, Fortis and ITC must make certain filings, submissions and notices to obtain required authorizations, approvals, consents and/or expiration of waiting periods from a number of federal and state public utility regulatory bodies, antitrust and other regulatory authorities. Fortis and ITC have agreed to use their best efforts to obtain the consents and to make all required filings with, and to give all required notices to, the applicable governmental entities. Fortis has agreed that the making of any required filings or obtaining any required consent from a governmental entity is its obligation and that it will take and cause its affiliates to take all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and all regulatory approvals necessary to complete the merger and the other transactions contemplated by the merger agreement. Fortis and ITC are not currently aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties' consummation of the merger other than those described in "Proposal 1: The Merger—Regulatory Approvals Required for the Merger." There can be no assurance, however, if and when any of the approvals required to be obtained for the merger and the other transactions contemplated by the merger agreement will be obtained or as to the conditions or limitations that such approvals may contain or impose.

ITC Shareholders Are Not Entitled to Dissenters' Rights of Appraisal (page [·])

        Appraisal or dissenters' rights are statutory rights that, if available under applicable law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Appraisal or dissenters' rights are not available in all circumstances, and exceptions to these rights are provided in the MBCA. Because shares of ITC common stock are listed on a national securities exchange, holders of ITC common stock will not have appraisal or dissenters' rights in connection with the merger. See the section entitled "Proposal 1: The Merger—No Appraisal or Dissenters' Rights" beginning on page [·] of this proxy statement/prospectus.

Conditions to the Merger (page [·])

        Each party's obligation to consummate the merger is subject to the satisfaction or waiver of the following mutual conditions:

    adoption of the merger agreement by the shareholders of ITC;

    absence of any law which prohibits, restrains or enjoins the consummation of the merger;

    all required consents and filings having been obtained, made or given and remain in full force and effect and are not subject to appeal, and all applicable waiting periods imposed by any governmental entity having expired or terminated;

    the approval by Fortis shareholders of the share issuance;

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    the Fortis common shares to be issued in the merger having been approved for listing on the NYSE and the TSX, subject to notice of issuance; and

    the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC and no stop order suspending the effectiveness of the registration statement having been issued by the SEC and no proceedings for that purpose having been initiated or threatened by the SEC.

        The obligations of Fortis, Investment Holdings and Merger Sub to consummate the merger are subject to the satisfaction or waiver of further conditions, including:

    the representations and warranties of ITC being true and correct subject to specified materiality qualifications;

    ITC's performance and compliance in all material respects with all of its agreements and covenants under the merger agreement;

    there not having occurred since the date of the merger agreement any event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on ITC;

    receipt of a certificate of an executive officer of ITC certifying that certain conditions have been satisfied; and

    receipt of the required financial statements of ITC.

        The obligation of ITC to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

    the representations and warranties of Fortis, Investment Holdings and Merger Sub being true and correct subject to specified materiality qualifications;

    performance and compliance by Fortis, FortisUS (and following the assignment, Investment Holdings) and Merger Sub in all material respects with all of their agreements and covenants under the merger agreement;

    there not having occurred since the date of the merger agreement any event that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Fortis; and

    receipt of a certificate of an executive officer of Investment Holdings and Fortis certifying that certain conditions have been satisfied.

Termination of the Merger Agreement (page [·])

        The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, notwithstanding the adoption of the merger agreement by the shareholders of ITC, under the following circumstances:

    by mutual written consent of Fortis and ITC;

    by either Fortis or ITC:

    if any court of competent jurisdiction or other governmental entity has issued an order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the merger, which is or will have become final and non-appealable;

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      if the merger has not been completed on or before February 9, 2017 (which we refer to as the end date in this proxy statement/prospectus), which may be extended to August 9, 2017 if there are outstanding required regulatory approvals or legal restraints relating thereto;

      the ITC shareholder approval is not obtained;

      the Fortis shareholder approval of the share issuance is not obtained; or

      if the other party has breached or failed to perform its representations, warranties, covenants or agreements contained in the merger agreement, which breach or failure to perform (i) would cause certain of the conditions to the terminating party's obligation to consummate the merger to not be satisfied, and (ii) cannot be cured or has not been cured by the earlier of 30 days after written notice thereof has been given by the terminating party to the breaching party or three business days prior to the end date, but only if the terminating party is not in material breach of its covenants or agreements in the merger agreement;

    by ITC (i) in order to enter into a definitive agreement with respect to a superior proposal, if such termination occurs before ITC shareholders approve the merger agreement after following the required procedures set forth in the merger agreement (see the section entitled "The Merger Agreement—ITC Board of Directors' Recommendation" beginning on page [·] of this proxy statement/prospectus) and ITC pays a termination fee of US$245 million; or (ii) if the Fortis board of directors changes its recommendation prior to obtaining Fortis shareholder approval of the share issuance, fails to include its recommendation in the circular distributed to Fortis shareholders, or formally resolves to effect or publicly announces an intention to effect any of the foregoing, prior to obtaining Fortis shareholder approval of the share issuance; or

    by Fortis if the ITC board of directors changes its recommendation prior to obtaining ITC shareholder approval of the merger agreement, fails to include its recommendation in the proxy statement distributed to ITC shareholders, recommends an acquisition proposal other than the merger to ITC shareholders prior to obtaining ITC shareholder approval of the merger agreement or formally resolves to effect or publicly announces an intention to effect any of the foregoing, prior to obtaining ITC shareholder approval of the merger agreement.

        The merger agreement provides that, upon a termination of the merger agreement under specified circumstances, ITC will be obligated to pay a termination fee of US$245 million to FortisUS and, alternatively, Fortis will be obligated to pay a termination fee of US$245 million or US$280 million, as applicable, to ITC.

Your Rights as a Fortis Shareholder Will Be Different from Your Rights as an ITC Shareholder (page [·])

        Upon the completion of the merger, each share of ITC common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive the merger consideration, which will consist of common shares of Fortis and cash. As a result, ITC shareholders who receive Fortis common shares will become common shareholders of Fortis and, as such, their rights will be governed principally by the Corporations Act (Newfoundland and Labrador), or the Corporations Act, and Fortis' articles of continuance and bylaws. These rights differ from the existing rights of ITC shareholders, which are governed principally by the MBCA and ITC's articles of incorporation and bylaws. For a summary of the material differences between the rights of holders of Fortis common shares and the existing rights of holders of ITC common stock, see the section entitled "Comparison of Rights of Fortis and ITC Shareholders" beginning on page [·] of this proxy statement/prospectus.

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Financial Interests of Certain ITC Directors and Officers in the Merger That May Differ from Your Interests (page [·])

        In considering the determination of the ITC board of directors to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that ITC shareholders vote in favor of the merger, ITC shareholders should be aware that executive officers and directors of ITC may have interests in the merger that are different from, or in addition to, the interests of the ITC shareholders. These interests may create potential conflicts of interest. The ITC board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement, the merger and the other transactions contemplated by the merger agreement. These interests include:

    the ITC stock options, restricted stock and performance shares held by ITC's officers will fully vest and be converted into the right to receive cash payments upon the completion of the merger;

    equity awards held by members of the ITC board of directors will vest and be converted into the right to receive cash equal to the equity award consideration payable following the completion of the merger;

    ITC's officers are entitled to certain severance protections and benefits under their employment agreements in the event of a qualifying termination of employment in the six-month period prior to or the 24-month period following the completion of the merger;

    ITC may establish a retention program to promote retention and to incentivize efforts to consummate the merger pursuant to which certain of ITC's officers may be granted the opportunity to earn a retention bonus;

    for a period of at least three years following the completion of the merger, ITC employees who continue to be employed will receive compensation opportunities that are no less favorable than the compensation opportunities provided to them immediately prior to the effective time as well as welfare and other benefits that are substantially comparable in the aggregate to those welfare and other benefits provided to them immediately prior to the effective time;

    under the terms of the merger agreement, the surviving corporation will indemnify each former and present officer and director of ITC or any of its subsidiaries to the fullest extent that would have been permitted under Michigan law, ITC's articles of incorporation or bylaws in effect as of the date of the merger agreement against liabilities in connection with matters existing or occurring prior to the effective time (including the fact that such indemnified party is or was a director or officer of ITC or any of its subsidiaries). In addition, the surviving corporation will purchase and maintain a six year prepaid "tail policy" providing coverage at certain levels; and

    under the terms of the merger agreement, Fortis shall use its reasonable efforts to cause Joseph Welch, current Chief Executive Officer, President and Chairman of ITC, to be elected to the Fortis board of directors at the first and second annual general meetings of Fortis shareholders after the merger, unless he is still then the Chief Executive Officer of the surviving corporation, in which case such appointee to the Fortis board of directors would be a person mutually agreed by the board of directors of the surviving corporation and the Fortis board of directors, in consultation with Mr. Welch.

Litigation Relating to the Merger (page [·])

        Following announcement of the merger, three putative class actions were filed by purported shareholders of ITC on behalf of a purported class of ITC shareholders. Actions captioned Paolo Guerra v. Albert Ernst, et al., No. 2016-151709-CB, Harvey Siegelman v. Joseph L. Welch, et al.,

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No. 2016-151805-CB, and Alan Poland v. Fortis Inc., et al., No. 2016-151852-CB were filed in the Oakland County Circuit Court of the State of Michigan. The complaints name as defendants a combination of ITC and the individual members of the ITC board of directors, Fortis, FortisUS and Merger Sub. The complaints generally allege, among other things, that (i) ITC's directors breached their fiduciary duties in connection with the merger agreement (including, but not limited to, various alleged breaches of duties of good faith, loyalty, care and independence), (ii) ITC's directors failed to take appropriate steps to maximize shareholder value and claims that the merger agreement contains several deal protection provisions that are unnecessarily preclusive and (iii) a combination of ITC, Fortis, FortisUS and Merger Sub aided and abetted the purported breaches of fiduciary duties. The complaints seek class action certification and a variety of relief including, among other things, enjoining defendants from completing the proposed merger transaction, unspecified rescissory and compensatory damages, and costs, including attorneys' fees and expenses.

        On March 8, 2016, the ITC board of directors received a demand letter from a fourth purported shareholder demanding that the board remedy the same claimed breaches of fiduciary duty asserted in the complaints.

        On March 14, 2016, the Guerra state court action was dismissed by the plaintiff and refiled in the United States District Court, Eastern District of Michigan, as Paolo Guerra v. Albert Ernst, et al., No. 2:16-cv-10914. The federal complaint names the same defendants (plus FortisUS), asserts the same general allegations and seeks the same types of relief as in the state court case.

        On March 22, 2016, the Siegelman state court action was dismissed by the plaintiff.

        On March 23, 2016, the state court entered an order directing that related cases be consolidated with the Poland state court action under the caption In re ITC Holdings Corporation Shareholder Litigation.

        On March 25, 2016, Guerra amended his federal complaint. The amended complaint dropped FortisUS, Fortis and Merger Sub as defendants and added claims alleging that the defendants violated Sections 14(a) and 20(a) of the Exchange Act because this proxy statement/prospectus is allegedly materially misleading and allegedly omits material facts that are necessary to render it non-misleading.

        On March 29, 2016, an action captioned Mehrotra v. Welch, et. al., No. 2016-152233-CB was filed in the Oakland County Circuit Court of the State of Michigan naming the individual members of the ITC board of directors, FortisUS and Merger Sub as defendants and asserting the same general allegations and seeking the same types of relief as the other state court actions.

        On April 8, 2016, an action captioned Harold Severance v. Joseph L. Welch, et. al., No. 2:16-cv-11293 was filed in the United States District Court for the Eastern District of Michigan by the purported shareholder who had previously sent a demand letter to ITC's board of directors on March 8, 2016. The complaint, which purports to bring claims both directly on behalf of the class and derivatively on behalf of ITC, names the individual members of ITC's board of directors, Fortis, FortisUS and Merger Sub as defendants and ITC as nominal defendant, and asserts the same general allegations and seeks the same types of relief as in the Guerra federal court action.

        On April 8, 2016, Poland filed an amended complaint adding Merger Sub and FortisUS as defendants and naming ITC as nominal defendant. The amended complaint asserts the same general allegations and seeks the same types of relief as in the original complaint, but also purports to assert claims derivatively on behalf of ITC.

        Fortis, ITC and the ITC board of directors believe the lawsuits are without merit and intend to vigorously defend against them. Additional lawsuits arising out of or relating to the merger agreement or the merger may be filed in the future.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus contain or may contain forward-looking statements. Forward-looking terms such as "anticipates," "believes," "budgets," "could," "estimates," "expects," "forecasts," "intends," "may," "might," "plans," "projects," "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. Such forward-looking statements may include, but are not limited to statements related to:

    the merger and the expected timing and conditions precedent to the closing of the merger, including shareholder approvals of both ITC and Fortis, regulatory and governmental approvals and other customary closing conditions;

    the expectation that Fortis will finance the cash portion of the purchase price and the merger-related expenses through the issuance of debt, the net proceeds of the issuance of securities, the sale of 19.9% of ITC to the minority investor and, if necessary, the proceeds of the Merger Credit Facilities;

    the assumption of ITC debt and expected maintenance of investment-grade credit ratings;

    the impact of the merger on Fortis' earnings, midyear rate base, credit rating, estimated enterprise value and compound annual growth rate;

    the impact of potential FERC challenges by stakeholders to the determination by ITC's regulated operating subsidiaries not to take federal bonus tax depreciation;

    the expectation that the merger will be accretive in the first full year following closing and that the merger will support the average annual dividend growth target of Fortis;

    the expectation that Fortis will become a SEC registrant and have its common shares listed on the NYSE in connection with the merger;

    the expectation that the minority investment will be effected concurrently with the completion of the merger;

    the expectation that Fortis will achieve its targeted average annual dividend growth through 2020;

    the expected timing of filing of regulatory applications and receipt and outcome of regulatory decisions;

    the expectation that midyear rate base will increase from 2016 to 2020;

    Fortis' forecast gross consolidated capital expenditures for 2016 and total capital spending over the five-year period from 2016 through 2020;

    the nature, timing and expected costs of certain capital projects including, without limitation, the Tilbury liquefied natural gas, or LNG, facility expansion, the pipeline expansion to the Woodfibre LNG site, the development of a diesel power plant in Grand Cayman, the Residential Solar Program, the Gas Main Replacement Program, the Lower Mainland System Upgrade, the Pole Management Program, and additional opportunities including electric transmission, LNG and renewable-related infrastructure and generation;

    the expectation that Fortis' significant capital expenditure program will support continuing growth in earnings and dividends;

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    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 Fortis and long-term debt offerings;

    the expectation that Fortis' subsidiaries will be able to source the cash required to fund their 2016 capital expenditure programs, operating and interest costs, and dividend payments;

    the expected consolidated fixed-term debt maturities and repayments in 2016 and on average annually over the next five years;

    the expectation that long-term debt will not be settled prior to maturity;

    the expectation that Fortis and its subsidiaries will continue to have reasonable access to capital in the near to long terms;

    the expectation that the combination of available credit facilities and relatively low annual debt maturities and repayments will provide Fortis and its subsidiaries with flexibility in the timing of access to capital markets;

    the expectation that Fortis and its subsidiaries will remain compliant with debt covenants during 2016;

    the intent of Fortis' management to hedge future exchange rate fluctuations and monitor its foreign currency exposure;

    the expectation that economic conditions in Arizona will improve;

    the expectation that any liability from current legal proceedings will not have a material adverse effect on Fortis' consolidated financial position and results of operations; and

    the expectation that the adoption of future accounting pronouncements will not have a material impact on Fortis' consolidated financial statements.

        Such statements are based upon the current beliefs and expectations of the respective management of Fortis and ITC and are subject to significant risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from those projected or implied in those statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled "Risk Factors" beginning on page [·] of this proxy statement/prospectus, including statements related to:

    any increase in purchase price for the merger;

    the fluctuation in value of the merger consideration;

    the inability to complete the merger due to the failure to obtain required shareholder and regulatory approvals or the failure to satisfy other customary closing conditions or the failure of the merger to be completed for any other reason;

    the ability to realize all of the anticipated benefits of the merger and the future financial performance, common share price, dividend growth, and dividend growth rate of Fortis following the consummation of the merger;

    the impact of possible sales of Fortis common shares on the market price of such common shares after the completion of the merger;

    the impact of the announcement and pendency of the merger on ITC's business, results of operations, and financial condition;

    the completion of the minority investment at the time of the closing of the merger;

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    the future cash flows, credit facility access and credit ratings of Fortis;

    the risk that the systems, procedures and controls of Fortis will not be adequate to support the expansion of its operations following and resulting from the merger;

    the risk that the combined company may not be able to successfully integrate ITC's business with Fortis;

    success in retaining the services of executives, key personnel and other employees that Fortis needs to realize all of the anticipated benefits of the merger;

    the return on common shareholders' equity, or ROE, of ITC's regulated operating subsidiaries;

    the risks related to ITC being restricted in its business activities while the merger agreement is in effect;

    the risk that securities class action and derivative lawsuits could result in substantial costs and may delay or prevent the merger from being completed;

    adverse developments in general market, business, economic, labor, regulatory and political conditions;

    the impact of any storms and severe weather conditions, natural disasters, wars, terrorist acts, failure of critical equipment and other catastrophic events; and

    the impact of any change to applicable laws and regulations affecting domestic and foreign operations, including those relating to taxes, price controls, regulatory approval and licensing.

        Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Neither Fortis nor ITC undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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RISK FACTORS

        You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal or the other proposals presented. As a shareholder of Fortis following the consummation of the merger, you will be subject to all risks inherent in the business of Fortis in addition to the risks relating to ITC. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of Fortis and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information regarding the documents incorporated into this proxy statement/prospectus by reference, see the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus.

Risks Relating to the Merger

The purchase price for the merger could increase.

        ITC is a public company and its directors owe fiduciary duties to its shareholders, which may require them to consider competing offers to purchase the common stock of ITC as alternatives to the merger. The merger agreement provides that ITC's directors may accept an alternative proposal in certain circumstances if such offer constitutes a superior proposal (as defined in the merger agreement). If a superior proposal to acquire ITC is made, Fortis may exercise its right to match such offer and, as a result, the purchase price paid by Fortis in connection with the merger may increase. In such an event, Fortis may agree to pay for the purchase price increase using cash and/or common shares. Fortis would be required to seek the further approval of its shareholders under the applicable rules of the TSX in connection with any increase in the number of common shares issuable in connection with the merger, which could delay or result in the failure to close the proposed merger. See the section entitled "The Merger Agreement—No Solicitation" beginning on page [·] of this proxy statement/prospectus.

Because the market value of Fortis common shares that ITC shareholders will receive in the merger may fluctuate, ITC shareholders cannot be sure of the market value of the stock portion of the consideration that they will receive in the merger.

        The stock portion of the merger consideration that ITC shareholders will receive is a fixed number of Fortis common shares, not a number of shares that will be determined based on a fixed market value. The market value of Fortis common shares, the exchange rate between the Canadian dollar and the US dollar and the market value of the common stock of ITC at the effective time of the merger may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date on which ITC shareholders vote on the approval of the merger agreement and the effective date of the merger. Stock price changes may result from a variety of factors, including changes in Fortis' or ITC's respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio relating to the stock portion of the merger consideration will not be adjusted to reflect any changes in the market value of Fortis common shares, the comparative value of the Canadian dollar and US dollar or market value of the ITC common stock, except in very limited circumstances.

There is no assurance when or if the proposed merger will be completed.

        The completion of the merger is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others (i) approval by ITC's shareholders of the merger agreement, (ii) approval by Fortis' shareholders of the issuance of Fortis common shares to be issued in the merger, (iii) obtaining certain regulatory and governmental approvals including, among others, those of FERC, CFIUS, the Antitrust Division, the FCC and the Federal Trade Commission, or

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the FTC, and various state utilities regulators, and (iv) the absence of legal restraints prohibiting the completion of the merger. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to close the proposed merger.

        Fortis and ITC have made various filings and submissions and are pursuing all required consents, orders and approvals in accordance with the merger agreement. The merger agreement requires Fortis and ITC, among other things, to accept conditions, divestitures, requirements, limitations, costs or restrictions that may be imposed by regulatory entities. Such conditions, divestitures, requirements, limitations, costs or restrictions may jeopardize or delay completion of the proposed merger, may reduce the benefits that may be achieved from the proposed merger, limit the revenues of the combined company following the merger or may result in the abandonment of the proposed merger. Further, no assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to closing will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Fortis and ITC or may impose requirements, limitations or costs or place restrictions on the conduct of Fortis' business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an event occurs that constitutes a material adverse effect with respect to Fortis or ITC and thereby may offer the other party an opportunity not to complete the proposed merger. Such extended period of time also may increase the chance that other adverse effects with respect to Fortis or ITC could occur, such as the loss of key personnel. Each party's obligation to consummate the merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party's covenants under the merger agreement, including, with respect to ITC, certain covenants regarding operation of ITC's business prior to completion of the merger. As a result of these conditions, Fortis and ITC cannot provide assurance that the merger will be completed on the terms or timeline currently contemplated, or at all. See the sections entitled "Proposal 1: The Merger—Regulatory Approvals Required for the Merger" and "The Merger Agreement—Conditions That Must Be Satisfied or Waived for the Merger to Occur" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus.

        The special meeting of ITC shareholders may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the merger proposal is approved by ITC shareholders, Fortis and ITC would not be required to seek further approval of ITC shareholders, even if the conditions imposed in required regulatory approvals could have an adverse effect on Fortis, ITC or the combined company.

Fortis may not realize all of the anticipated benefits of the merger.

        Fortis believes that the merger will provide benefits to Fortis, including that the merger will be accretive in the first full year following closing (excluding one-time merger-related expenses) and that the merger will support Fortis' average annual dividend growth target of 6% through 2020. However, there is a risk that some or all of the expected benefits of the merger may fail to materialize, or may not occur within the time periods anticipated by Fortis. The realization of such benefits may be affected by a number of factors, including regulatory considerations and decisions, many of which are beyond the control of Fortis. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of Fortis following the merger difficult. The past financial performance of each of ITC and Fortis may not be indicative of their future financial performance. In addition, any regulatory approvals required in connection with the merger may include terms which could have an adverse effect on Fortis' financial performance.

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        Realization of the anticipated benefits in the merger will depend, in part, on the combined company's ability to successfully integrate ITC's business with Fortis. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management's attention and any delays or difficulties encountered in connection with the merger and the coordination of the two companies' operations could have an adverse effect on the business, financial results, financial condition or share price of Fortis following the merger. The coordination process may also result in additional and unforeseen expenses.

        Failure to realize all of the anticipated benefits of the merger may impact the financial performance of Fortis and the combined company, the price of Fortis' common shares and the ability of Fortis to continue paying dividends on its common shares at rates consistent with Fortis' dividend guidance, at current rates, or at all. The declaration of dividends by Fortis is at the discretion of its board of directors, which may determine at any time to cease paying dividends.

The announcement and pendency of the merger could adversely affect ITC's business, results of operations and financial condition.

        The announcement and pendency of the merger could cause disruptions in and create uncertainty surrounding ITC's business, including affecting ITC's relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on ITC's business, results of operations and financial condition, regardless of whether the merger is completed. In particular, ITC could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the merger. ITC could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, ITC has expended, and continues to expend, significant management resources in an effort to complete the merger, which are being diverted from ITC's day-to-day operations.

        If the merger is not completed, ITC's stock price will likely fall to the extent that the current market price of ITC common stock reflects an assumption that a transaction will be completed. In addition, the failure to complete the merger may result in negative publicity and/or a negative impression of ITC in the investment community and may affect ITC's relationship with employees, customers and other partners in the business community.

The minority investment may not be completed.

        In connection with financing the merger, on April 20, 2016, Fortis, FortisUS, Investment Holdings and Merger Sub entered into a subscription agreement with the minority investor, pursuant to which Investment Holdings has agreed to sell, and the minority investor has agreed to purchase immediately prior to the effective time of the merger, shares of Investment Holdings, the sole shareholder of Merger Sub. As a result, the minority investor will indirectly own 19.9% of the issued and outstanding common stock of, and economic interest in, ITC immediately following the merger.

        Fortis cannot provide any assurance that the minority investment will be completed concurrently with the completion of the merger, or at all, as the minority investment is subject to the satisfaction or waiver of certain conditions in the subscription agreement such as the fulfillment of certain regulatory requirements applicable to the minority investor. Further, the subscription agreement limits Fortis' recourse. The merger is not conditioned upon the completion of the minority investment and Fortis intends to complete the merger as soon as practicable after obtaining the required Fortis shareholder approval, ITC shareholder approval and regulatory approvals and the satisfaction or waiver of the other required closing conditions, regardless of whether the minority investment is completed. Consummation of the merger without completion of the minority investment would be expected to increase the consolidated indebtedness of Fortis and could lead to a downgrade of Fortis' credit ratings at the time of closing. In addition, a failure to complete the minority investment could negatively impact the expected accretion from the merger. Failure to complete the minority investment could also have a

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negative impact on the price of Fortis' common shares and could result in dilution of the shareholders of Fortis and the interest of the shareholders of ITC in Fortis following the merger if any alternative financing by Fortis involves the issuance of equity securities of Fortis.

        For a further description of the minority investment and the subscription agreement, see "Proposal 1: The Merger—Financing for the Merger—The Minority Investment" beginning on page [·] of this proxy statement/prospectus.

The minority investor is an affiliate of GIC and the subscription agreement providing for the minority investment does not provide any contractual recourse to GIC.

        The minority investor is an affiliate of GIC. GIC is a sovereign wealth fund established in 1981 to manage Singapore's foreign reserves and is wholly-owned by the Government of Singapore. GIC invests in a number of companies in the United States. Neither GIC nor the Government of Singapore has provided any utility commitments with respect to the obligation of the minority investor to fund its cash equity commitment to Investment Holdings. Fortis has expressly agreed that the subscription agreement does not provide for any contractual recourse to the minority investor's affiliates, including GIC.

Fortis will have a substantial amount of indebtedness, which may adversely affect its cash flow and ability to operate its business.

        After giving effect to the merger and the financing thereof, Fortis will have a significant amount of debt, including an estimated $6.2 billion of debt of ITC and its subsidiaries. As of December 31, 2015, on a pro forma basis after giving effect to the merger, the financing plans in connection with the merger, as assumed in the unaudited pro forma condensed consolidated financial statements contained under the section entitled "Unaudited Pro Forma Condensed Consolidated Financial Information" beginning on page [·] of this proxy statement/prospectus, and the anticipated outstanding indebtedness of ITC, the consolidated indebtedness of Fortis was an estimated $22.2 billion. The expected substantial increase in the amount of indebtedness of Fortis will, among other things, reduce Fortis' flexibility to respond to changing business and economic conditions and could increase Fortis' borrowing costs. In addition, the amount of cash required to service Fortis' increased indebtedness levels and thus the demands on Fortis' cash resources will be greater than the amount of cash flows required to service the indebtedness of Fortis or ITC individually prior to the merger. The increased levels of indebtedness could also reduce funds available for capital expenditures, the payment of dividends and other activities and may create competitive disadvantages for Fortis relative to other companies with lower debt levels.

The Merger Credit Facilities may not be available.

        The commitments of the lenders to fund the Merger Credit Facilities are subject to certain standard conditions, including, in the case of the Equity Bridge Facilities, that Fortis shall have received gross cash proceeds from permanent debt (as defined in the section entitled "Proposal 1: The Merger—Financing for the Merger—Merger Credit Facilities" beginning on page [·] of this proxy statement/prospectus) and/or amounts borrowed under the Debt Bridge Facility in an aggregate amount of not less than US$2.0 billion and, in the case of the Debt Bridge Facility, that Fortis shall have received gross cash proceeds from certain offerings, including for greater certainty the minority investment, and/or amounts borrowed under the Equity Bridge Facilities in a minimum aggregate amount of not less than US$1.2 billion. The failure to satisfy such standard conditions may result in the Merger Credit Facilities becoming unavailable to Fortis. If the Merger Credit Facilities become unavailable to Fortis, Fortis may not be able to complete the merger. See the section entitled "Proposal 1: The Merger—Financing for the Merger—Merger Credit Facilities" beginning on page [·] of this proxy statement/prospectus.

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The merger may result in a downgrade of Fortis' credit ratings.

        Any change in the capital structure of Fortis in connection with of the merger and entering into the Merger Credit Facilities may cause credit rating agencies that rate Fortis and the outstanding debt obligations of Fortis to re-evaluate and downgrade Fortis' current credit ratings, which could increase Fortis' borrowing costs. A failure to complete the minority investment in connection with the closing of the merger may increase the likelihood that Fortis' current credit rating will be downgraded. In addition, under the terms of the Merger Credit Facilities, Fortis must obtain a credit rating and an unsecured debt credit rating from either Moody's Investors Service, Inc., or Moody's, or Fitch Ratings Inc., or Fitch, neither of which currently rates Fortis or its debt securities. It is possible that the credit ratings Fortis obtains from either Moody's or Fitch could be lower than its current ratings from Standard & Poor's Ratings Services and DBRS Limited.

Alternate sources of funding that would be used to fund the merger may not be available.

        The cash consideration for the merger and the merger-related expenses are expected to be financed at closing from: (i) the prospective offerings and (ii) the sale of 19.9% of ITC to the minority investor. Fortis cannot assure you that such financing sources will be available to Fortis or its affiliates at the desired time or at all, or on cost-efficient terms. The inability to obtain alternate sources of financing to fund the merger may negatively impact the financial performance of Fortis, including the extent to which the merger is accretive, and may require Fortis to drawdown on either or both of the Merger Credit Facilities to pay part of the cash consideration. If Fortis is required to drawdown on such Merger Credit Facilities, indebtedness under the Merger Credit Facilities is required to be repaid within 364 days of drawdown, and Fortis intends to access the capital markets following closing in order to refinance any such drawdowns under the Merger Credit Facilities with long-term financing. There can be no assurance that Fortis will be able to access the capital markets on favorable terms within this period, and offerings of securities of Fortis during such period may be completed on terms less favorable than would otherwise be the case if the merger had not taken place or if Fortis had a longer period to time its access to the capital markets.

        In addition, any movement in interest rates could affect the underlying cost of these instruments and may affect the expected accretion of the merger. Fortis may enter into hedging arrangements to mitigate interest rate risk in connection with the financing of the merger. See the section entitled "Proposal 1: The Merger—Financing for the Merger—Merger Credit Facilities" beginning on page [·] of this proxy statement/prospectus.

Fortis and ITC will incur substantial transaction fees and costs in connection with the proposed merger.

        Fortis and ITC have incurred and expect to incur additional material non-recurring expenses in connection with the proposed merger and completion of the transactions contemplated by the merger agreement, including costs relating to the financing of the merger and obtaining required shareholder and regulatory approvals. ITC has incurred significant legal, advisory and financial services fees in connection with its board of directors' review of strategic alternatives and the process of negotiating and evaluating the terms of the merger. Additional unanticipated costs may be incurred in the course of coordinating the businesses of Fortis and ITC after completion of the proposed merger. Even if the proposed merger is not completed, Fortis and ITC will need to pay certain pre-tax costs relating to the proposed merger incurred prior to the date the proposed merger was abandoned, such as legal, accounting, financial advisory, financing, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties' future results of operations, cash flows and financial condition.

ITC Midwest's and METC's elections to opt out of federal bonus depreciation have been challenged.

        On December 18, 2015, Interstate Power and Light Company, or Interstate Power, filed a FERC challenge to ITC Midwest's election to opt out of using federal bonus tax depreciation, or bonus

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depreciation, for the calculation of its federal income tax expense. On March 11, 2016, FERC issued an order requiring ITC Midwest to recalculate its transmission revenue requirements, effective January 1, 2015, reflecting the election of bonus depreciation for 2015. FERC denied Interstate Power's request that ITC Midwest be required to elect bonus depreciation in any past or future years. ITC continues to believe its intention to elect out of bonus depreciation for 2015 is appropriate and on April 11, 2016, filed a request for rehearing of the FERC order. On April 15, 2016, Consumers Energy Company filed a formal challenge, or in the alternative, a complaint under Section 206 of the U.S. Federal Power Act, as amended, or FPA, against Michigan Electric Transmission Company, LLC, or METC, also relating to METC's historical practice of opting out of using bonus depreciation. The election of bonus depreciation by the ITC regulated operating subsidiaries would negatively affect ITC's revenues and net income. Bonus depreciation is currently enacted through 2019, with certain provisions that allow for an additional year of eligibility for certain property with long construction periods. If bonus depreciation is elected for a given year, ITC estimates that, based on an amount of tax additions that may be eligible for bonus depreciation representative of ITC's investment plans in the near term, the higher deferred tax liabilities and the corresponding reduced rate base could reduce revenues recognized by ITC for the relevant year by US$15 million to US$20 million initially, with a corresponding reduction to annual net income of US$9 million to US$12 million (disregarding any favorable effects from the use of the potential cash tax savings), with the negative effect on annual revenues and net income relating to each year's election decreasing each year over the tax lives of the assets. Fortis is unable to predict the outcome of this matter at this time.

Fortis expects to issue securities to finance a portion of the cash consideration, which could impact the capital structure of Fortis prior to the closing of the merger.

        Fortis expects to issue securities in connection with the financing of the merger prior to the effective time of the merger in order to reduce the amount required to be borrowed at closing under the Merger Credit Facilities. Any such offering of securities prior to the closing of the merger could have the effect of changing the current capital structure of Fortis. Fortis and ITC cannot assure you that the merger will be completed in the time frame or on the basis described in this proxy statement/prospectus, or at all. If the merger is not completed, management of Fortis expects to apply the net proceeds from the sale of securities offered by Fortis prior to closing (other than those offered on a contingent basis) to repay indebtedness and/or to, directly or indirectly, finance future growth opportunities of Fortis and its subsidiaries with the result that the change in Fortis' capital structure may subsist for a longer term than expected.

Significant demands will be placed on Fortis and ITC as a result of the merger.

        As a result of the pursuit and completion of the merger, significant demands will be placed on the managerial, operational and financial personnel and systems of Fortis and ITC. Fortis and ITC cannot assure you that their systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the merger. The future operating results of Fortis and the combined company will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and improve its operational and financial controls and reporting systems.

Fortis has limited experience in the independent transmission industry and may not be successful in retaining the services of executives and other employees that it needs to realize all of the anticipated benefits of the merger.

        While Fortis owns and operates transmission assets, those assets are limited and do not constitute a material portion of the consolidated rate base of Fortis. Fortis currently has no experience in the operation of an independent transmission utility under the FERC regulatory construct and RTO transmission grid management regime. Fortis will rely heavily on the experienced existing management and other key personnel of ITC to continue to manage and operate the transmission business of ITC

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(including ITC's regulated operating subsidiaries) following the merger. However, Fortis will compete with other potential employers for employees and may not be successful in retaining the services of executives and other employees that it needs to realize all of the anticipated benefits of the merger. A failure to retain key personnel as part of the management team of ITC in the period following the merger could have a material adverse effect on the business and operations of ITC and Fortis on a consolidated basis.

The unaudited pro forma condensed consolidated financial information of Fortis and ITC is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of Fortis following the merger.

        The unaudited pro forma condensed consolidated financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Fortis and of ITC, is presented for illustrative purposes only, and should not be considered to be an indication of the results of operations or financial condition of Fortis following the merger. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the merger. These assumptions may not prove to be accurate, and other factors may affect Fortis' results of operations or financial condition following the merger. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent Fortis' results of operations and financial condition had Fortis and ITC operated as a combined entity during the periods presented, or of Fortis' results of operations and financial condition following the merger. Fortis' potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies. Among the uncertainties that could cause the results of operations and financial condition of Fortis to differ materially from the pro forma combined information included in this proxy statement/prospectus is the possibility that the allowed ROEs of ITC's Midcontinent Independent System Operator, Inc., or MISO, regulated operating subsidiaries will be reduced by FERC as a result of the base rate complaints to a greater extent than assumed and reflected in the financial statements contained in ITC's annual report on Form 10-K for the year ended December 31, 2015. While a decision has been issued by the presiding administrative law judge in the first base rate complaint, such decision remains subject to confirmation by FERC, and the ultimate outcome of the base rate complaints cannot be predicted at this time. In addition, ITC stakeholders could bring FERC challenges regarding the election out of federal bonus tax depreciation taken by ITC's regulated operating subsidiaries. ITC continues to believe its intention to elect out of bonus depreciation for 2015 is appropriate and, on April 11, 2016, filed a request for rehearing of the FERC order relating to ITC Midwest. If any such FERC challenges are initiated and are successful, the resulting lower rate base would negatively impact the revenues and net income of ITC.

        In preparing the pro forma financial information contained in this proxy statement/prospectus, Fortis has given effect to, among other items, the completion of the merger, the payment of the cash portion of the purchase price for the merger using proceeds from the sale of 19.9% of ITC to the minority investor and the issuance of long-term indebtedness of Fortis, and the indebtedness of Fortis on a consolidated basis after giving effect to the merger, including the indebtedness of ITC. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Fortis in connection with the proposed merger. See the section entitled "Unaudited Pro Forma Condensed Consolidated Financial Information," including the notes thereto, beginning on page [·] of this proxy statement/prospectus.

Fortis may not have discovered undisclosed liabilities of ITC.

        In the course of the due diligence review of ITC that Fortis conducted prior to the execution of the merger agreement, Fortis may not have discovered, or may have been unable to quantify, undisclosed liabilities of ITC and its subsidiaries and Fortis will not be indemnified for any of these liabilities. If ITC has undisclosed liabilities, Fortis as a successor owner may be responsible for such

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undisclosed liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations, financial condition and cash flows of Fortis and on the value of Fortis' common shares after the consummation of the merger.

While the merger agreement is in effect, ITC is subject to restrictions on its business activities.

        Under the merger agreement, ITC is subject to certain restrictions on the conduct of its business and generally must operate its business in the ordinary course in all material respects prior to completing the merger unless ITC obtains the consent of FortisUS, or following the assignment, Investment Holdings, which may restrict ITC's ability to exercise certain of its business strategies. These restrictions may prevent ITC from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, incurring indebtedness or making changes to ITC's business prior to the completion of the merger or termination of the merger agreement. These restrictions could have an adverse effect on ITC's business, financial condition and results of operations.

        In addition, the merger agreement prohibits ITC from (i) soliciting or, subject to certain exceptions set forth in the merger agreement, knowingly facilitating or encouraging any inquiry or proposal relating to alternative business combination transactions, or (ii) subject to certain exceptions set forth in the merger agreement, engaging in discussions or negotiations regarding, or providing any nonpublic information in connection with, proposals relating to alternative business combination transactions. The merger agreement also requires ITC to pay FortisUS a termination fee of US$245 million if the merger agreement is terminated under certain circumstances, including if ITC terminates the merger agreement to enter into an agreement that provides for a superior proposal or if ITC's board of directors fails to recommend the merger agreement to its shareholders. These provisions limit ITC's ability to pursue offers from third parties that could result in greater value to ITC's shareholders than the value resulting from the merger. The termination fee may also discourage third parties from pursuing an alternative acquisition proposal with respect to ITC.

The ROEs of ITC's regulated operating subsidiaries may change as a result of the merger.

        On the basis of the merger, FERC or third parties could challenge the ROEs of ITC's regulated operating subsidiaries. Any reduction to the ROEs of ITC's regulated operating subsidiaries resulting from such challenge would have a negative impact on the ability of Fortis to realize all of the anticipated benefits of the merger.

The termination of the merger agreement could negatively impact ITC.

        If the merger is not completed for any reason, including as a result of ITC shareholders failing to approve the merger proposal, the ongoing businesses of ITC may be adversely affected and, without realizing any of the anticipated benefits of having completed the merger, ITC would be subject to a number of risks, including the following:

    ITC may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the merger will be completed);

    ITC may experience negative reactions from the investment community, its customers, regulators and employees and other partners in the business community;

    ITC may be required to pay certain costs relating to the merger, whether or not the merger is completed; and

    matters relating to the merger will have required substantial commitments of time and resources by ITC management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to ITC had the merger not been contemplated.

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        If the merger agreement is terminated and the ITC board seeks another merger, business combination or other transaction, ITC shareholders cannot be certain that ITC will find a party willing to offer equivalent or more attractive consideration than the consideration ITC shareholders would receive in the merger. If the merger agreement is terminated under certain circumstances specified in the merger agreement, ITC may be required to pay FortisUS a termination fee of US$245 million, depending on the circumstances surrounding the termination. If the merger is terminated due to the failure to obtain regulatory approvals, Fortis will be required to pay a termination fee of US$280 million to ITC. If the board of directors of Fortis changes its recommendation of the merger, or resolves to change its recommendation, Fortis will be required to pay ITC a termination fee of US$245 million. See the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page [·] of this proxy statement/prospectus for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination fee and expense payment may be payable by ITC or Fortis, as applicable.

ITC shareholders will not be entitled to appraisal rights in the proposed merger.

        Pursuant to Section 782 of the MBCA, current holders of ITC common stock are not entitled to appraisal rights in the proposed merger with respect to their shares of ITC common stock. Pursuant to the terms of the merger agreement, at the completion of the proposed merger, each share of ITC common stock issued and outstanding (other than shares of ITC common stock held by Fortis, Investment Holdings, Merger Sub or any of Fortis' direct or indirect wholly-owned subsidiaries or ITC or its wholly-owned subsidiaries and ITC restricted stock awards) immediately prior to the completion of the proposed merger will be automatically converted into the right to receive the merger consideration, consisting of 0.7520 of a Fortis common share plus cash consideration of US$22.57 per share or, in the case of certain ITC stock options and equity-based awards, an amount in cash equal to the total number of shares of ITC common stock subject to the option or equity-based award multiplied by the excess, if any, of the option or equity-based award consideration over the exercise price per share of ITC common stock under such option or equity-based award, less applicable withholding taxes. For more information, see the sections entitled "The Merger Agreement—Merger Consideration" and "The Merger Agreement—Treatment of ITC Stock Options and Other Equity-Based Awards" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus.

ITC and Fortis may be targets of additional securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.

        Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the merger, then that injunction may delay or prevent the merger from being completed. Following announcement of the merger, three putative class actions were filed by purported shareholders of ITC on behalf of a purported class of ITC shareholders in Oakland County Circuit Court, State of Michigan. Paolo Guerra v. Albert Ernst, et al., No. 2016-151709-CB was filed on February 26, 2016, Harvey Siegelman v. Joseph L. Welch, et al., No. 2016-151805-CB was filed on March 2, 2016, and Alan Poland v. Fortis Inc., et al., No. 2016-151852-CB was filed on March 4, 2016. On March 8, 2016, the ITC board of directors received a demand letter from a fourth purported shareholder demanding that the board remedy the same claimed breaches of fiduciary duty asserted in the complaints. On March 14, 2016, the Guerra state court action was dismissed by the plaintiff and refiled in the United States District Court, Eastern District of Michigan, as Paolo Guerra v. Albert Ernst, et al., No. 2:16-cv-10914. On March 22, 2016, the Siegelman state court action was dismissed by the plaintiff. On March 23, 2016, the state court entered an order directing that related cases be consolidated with the Poland state court action under the caption In re ITC Holdings Corporation Shareholder Litigation. On March 25, 2016, Guerra amended his federal complaint. The amended complaint dropped FortisUS, Fortis and Merger Sub as defendants and added claims alleging that the defendants violated Sections 14(a) and

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20(a) of the Exchange Act because this proxy statement/prospectus is allegedly materially misleading and allegedly omits material facts that are necessary to render it non-misleading. On March 29, 2016, an action captioned Mehrotra v. Welch, et. al., No. 2016-152233-CB was filed in the Oakland County Circuit Court of the State of Michigan naming the individual members of the ITC board of directors, FortisUS and Merger Sub as defendants and asserting the same general allegations and seeking the same types of relief as the other state court actions. On April 8, 2016, an action captioned Harold Severance v. Joseph L. Welch, et. al., No. 2:16-cv-11293 was filed in the United States District Court for the Eastern District of Michigan by the purported shareholder who had previously sent a demand letter to ITC's board of directors on March 8, 2016. The complaint, which purports to bring claims both directly on behalf of the class and derivatively on behalf of ITC, names the individual members of ITC's board of directors, Fortis, FortisUS and Merger Sub as defendants and ITC as nominal defendant, and asserts the same general allegations and seeks the same types of relief as in the Guerra federal court action. On April 8, 2016, Poland filed an amended complaint adding Merger Sub and FortisUS as defendants and naming ITC as nominal defendant. The amended complaint asserts the same general allegations and seeks the same types of relief as in the original complaint, but also purports to assert claims derivatively on behalf of ITC. For information regarding these class actions, see the section entitled "Proposal 1: The Merger—Litigation Relating to the Merger" beginning on page [·] of this proxy statement/prospectus.

Risks Relating to Fortis' Business, Operations and Regulatory Environment

Fortis and its subsidiaries are subject to substantial regulation and its businesses, results of operations, financial condition and cash flows may be materially affected by legislative or regulatory changes.

        Regulated utility assets comprised approximately 96% and 93% of Fortis' total assets as of December 31, 2015 and 2014, respectively. Approximately 96% and 95% of Fortis' operating revenue was derived from regulated utility operations in 2015 and 2014, respectively, and approximately 92% and 91% of Fortis' operating earnings, excluding gains on the sale of non-core assets, were derived from regulated utility operations in 2015 and 2014, respectively. Fortis operates nine utilities in various jurisdictions in Canada, the United States and the Caribbean, with no more than one-third of its total regulated assets located in any one regulatory jurisdiction.

        In its business planning and in the management of its subsidiaries' operations, Fortis must address the effects of regulation on its businesses, including the significant and increasing compliance costs imposed on Fortis' operations as a result of such regulation. The federal, provincial, state and local political and economic environment has had, and may in the future have, an adverse effect on regulatory decisions with negative consequences for Fortis' businesses. These decisions may require, for example, Fortis' businesses to cancel or delay planned development activities, to reduce or delay other planned capital expenditures or investments or otherwise incur costs that it may not be able to recover through rates. In addition, Fortis is unable to predict future legislative or regulatory changes, initiatives or interpretations, and there can be no assurance that Fortis will be able to respond adequately or sufficiently quickly to such changes or developments, or to any other changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such restructuring has occurred, although any such changes, initiatives or interpretations may increase costs and competitive pressures on Fortis. Any of these events could have a material adverse effect on Fortis' business, results of operations, financial condition and cash flows.

        Further, Fortis' utilities are subject to the jurisdiction of various federal, state, provincial and local regulatory agencies. These regulatory agencies regulate material aspects of Fortis' business, including, among others, the retail and wholesale rates for electric energy and gas energy, capacity and ancillary services, and for the transmission and distribution of energy, the costs charged to customers of Fortis' utilities through tariffs, including cost recovery clauses, the terms and conditions of procurement of electricity for customers, issuances of securities, the provision of services by affiliates and the allocation of those service costs, certain accounting matters, and certain aspects of the siting, construction and transmission and distribution systems. For additional information, see the section entitled "Additional Information about Fortis—Business—Regulatory Environment and Principal Markets" beginning on page [·] of this proxy statement/prospectus.

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Changes in interest rates could materially adversely affect the results of operations and financial position of Fortis.

        Generally, allowed ROEs for Fortis' regulated utilities in North America are exposed to changes in long-term interest rates. Such rates affect allowed ROEs directly when they are applied in formulaic ROE automatic adjustment mechanisms or indirectly through regulatory determinations of what constitutes an appropriate rate of return on investment, which may consider the general level of interest rates as a factor for setting allowed ROEs. Uncertainty exists regarding the duration of the current environment of low interest rates and the effect it may have on allowed ROEs of Fortis' regulated utilities. If interest rates continue to remain at historically low levels, allowed ROEs could decrease. The continuation of a low interest rate environment could adversely affect the ability of Fortis' regulated utilities to earn reasonable ROEs, which could have a negative effect on the financial condition and results of operations of Fortis' regulated utilities. Also, if interest rates begin to climb, regulatory lag may cause a delay in any resulting increase in cost of capital and the regulatory allowed ROEs.

        Fortis may also be exposed to interest rate risk associated with borrowings under variable-rate credit facilities, variable-rate long-term debt and refinancing of long-term debt. Although Central Hudson, FortisBC Energy and FortisBC Electric have regulatory approval to defer any increase or decrease in interest expense resulting from fluctuations in interest rates associated with variable-rate credit facilities for recovery from, or refund to, customers in future rates, there can be no assurance that such deferral mechanisms will exist in the future, as the maintenance of such deferrals is dependent on future regulatory decisions. UNS Energy and Central Hudson use interest rate swaps and interest rate caps on variable-rate long-term debt to reduce risk associated with interest rates, as permitted by the regulators. At Fortis' other regulated utilities, if the timing of the issuance of, and the interest rates on, long-term debt are different from those forecast and approved in customer rates, the additional or lower interest costs incurred on the new long-term debt are not recovered from, or refunded to, customers in rates during the period that was covered by the approved customer rates. An inability to flow through interest costs to customers could have a material adverse effect on the results of operations and financial position of Fortis. A change in the level of interest rates could materially affect the measurement and disclosure of the fair value of long-term debt.

If the electricity generation and electricity and natural gas transmission and distribution systems of Fortis do not operate as expected, this could adversely affect the business, results of operations, financial condition and cash flows of Fortis.

        The ability of Fortis to operate its electricity generation and electricity and natural gas transmission and distribution systems is critical to the financial performance of Fortis' business. The ongoing operation of Fortis' facilities involves risks customary to the electric and natural gas industry, including storms and severe weather conditions, natural disasters, wars, terrorist acts, failure of critical equipment and other catastrophic events occurring both within and outside the service territories of Fortis' utilities that could result in service disruptions and the inability to transport electricity or natural gas to customers in an efficient manner. These and other occurrences could lead to lower earnings and/or cash flows if the situation is not resolved in a timely manner or the financial impacts of restoration are not alleviated through insurance policies or regulated rate recovery.

        The natural gas operations of UNS Energy, Central Hudson and FortisBC Energy are exposed to various operational risks associated with natural gas, including pipeline leaks, accidental damage to mains and service lines, corrosion in pipes, pipeline or equipment failure, other issues that can lead to outages or leaks, and any other accidents involving natural gas that could result in significant operational disruptions or environmental liability. Losses incurred by Fortis in respect of such occurrences may lead to lower earnings and/or cash flows if the situation is not resolved in a timely

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manner or the financial impacts of restoration are not alleviated through insurance policies or regulated rate recovery.

        The operation of UNS Energy's electric generating facilities involves certain risks, including equipment breakdown or failure, interruption of fuel supply and lower-than-expected levels of efficiency or operational performance. Unplanned outages, including extensions of planned outages due to equipment failure or other complications, occur from time to time and are an inherent risk of the generation business. Fortis cannot assure you that UNS Energy's generation facilities will continue to operate in accordance with expectations.

        The operation of electricity transmission and distribution assets is also subject to risks, including the potential to cause fires, mainly as a result of equipment failure, falling trees and lightning strikes to lines or equipment. In addition, a significant portion of Fortis' utilities' infrastructure is located in remote areas, and may be difficult to access in order to perform maintenance and repairs if such assets become damaged. The FortisBC utilities operate in remote and mountainous terrain with a risk of loss or damage from forest fires, floods, washouts, landslides, avalanches and other acts of nature. UNS Energy, FortisBC Energy, FortisBC Electric and Fortis' operations in the Caribbean are subject to risk of loss from earthquakes.

        Fortis and its subsidiaries carry limited insurance that provides coverage for business interruption, liability and property damage. In the event of a large uninsured loss caused by severe weather conditions, natural disasters and certain other events beyond the control of the utility, an application would be made to the applicable regulatory authority to recover these costs through customer rates to offset any loss. However, Fortis cannot assure you that the regulatory authorities would approve any such application in whole or in part.

        Further, Fortis' electricity and gas systems require ongoing maintenance, improvement and replacement. Fortis' utilities could experience service disruptions and increased costs if they are unable to maintain their asset base. The inability to recover, through approved customer rates, the expenditures the utilities believe are necessary to maintain, improve, replace and remove assets; the failure by the utilities to properly implement or complete approved capital expenditure programs; or the occurrence of significant unforeseen equipment failures, despite maintenance programs, could have a material adverse effect on the financial position and results of operations of Fortis' utilities.

        The utilities are responsible for operating and maintaining their assets in a safe manner, including the development and application of appropriate standards, processes and/or procedures to ensure the safety of employees and contractors, as well as the general public. Failure to do so may disrupt the ability of the utilities to safely distribute electricity and gas, which could have a material adverse effect on the operations of the utilities.

Changes in energy laws, regulations or policies could impact Fortis' business, results of operations, financial condition and cash flows.

        The regulatory process, which may be adversely affected by the political, regulatory and economic environment, may limit Fortis' ability to increase earnings and does not ensure that authorized or other earnings levels will be achieved. The disallowance of the recovery of costs incurred by Fortis' utilities, or a decrease in the rate of return that Fortis' utilities are permitted to earn on invested capital, could have a material adverse effect on Fortis' business, results of operations, financial condition and cash flows. Fortis cannot predict whether the approved rate methodologies for any of Fortis' utilities will be changed. In addition, the U.S. Congress periodically considers enacting energy legislation that could assign new responsibilities to FERC, modify provisions of the FPA or the Natural Gas Act of 1938 or provide FERC or another entity with increased authority to regulate transmission matters. Fortis cannot predict whether, and to what extent, Fortis' utilities may be affected by any such changes in federal energy laws, regulations or policies in the future.

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Failure by applicable Fortis subsidiaries to meet the reliability standards mandated by the Energy Policy Act of 2005 and similar legislation could have a material adverse effect on Fortis' business, results of operation, financial condition and cash flows.

        As a result of the Energy Policy Act of 2005, or EPAct 2005, owners, operators and users of bulk electric systems are subject to mandatory reliability standards developed by the North American Electric Reliability Corporation, or NERC, and its regional entities including the Western Electricity Coordinating Council, or WECC, and approved and enforced by FERC in the United States. The standards are based on the functions that need to be performed to ensure that the bulk electric system operates reliably. Fortis' utilities located in the United States, British Columbia and Alberta have been, and will continue to be, subject to routine audits and monitoring with respect to compliance with applicable NERC reliability standards, including standards approved by FERC and WECC that will result in an increase in the number of assets (including cyber-security assets) designated as "critical assets," which would subject such assets to NERC cyber-security requirements. NERC, FERC, and WECC can be expected to continue to refine existing reliability standards as well as develop and adopt new reliability standards. Compliance with modified or new reliability standards may subject Fortis' utilities located in the United States, British Columbia and Alberta to new requirements resulting in higher operating costs and/or increased capital expenditures. If any of Fortis' utilities located in the United States were found not to be in compliance with the mandatory reliability standards, it could be subject to penalties of up to US$1.0 million per day per violation. Both the costs of regulatory compliance and the costs that may be imposed as a result of any actual or alleged compliance failures could have a material adverse effect on Fortis' business, results of operations, financial condition and cash flows.

Fortis' businesses are subject to general economic, credit and market conditions.

        Declines in energy sales could adversely impact the results of operations, net earnings and cash flows of Fortis' subsidiaries. For example, the business of UNS Energy is concentrated in the state of Arizona. In recent years, economic conditions in Arizona have contributed significantly to a reduction in retail customer growth and lower energy usage by UNS Energy's residential, commercial and industrial customers. If economic conditions in Arizona do not improve in the future, or if they worsen, retail customer growth rates may stagnate or decline and customers' energy usage may further decline.

        In addition, FortisBC Energy is affected by the trend in housing starts in British Columbia from single-family dwellings to multi-family dwellings, for which natural gas has a lower penetration rate. The growth in new multi-family housing starts continues to significantly outpace that of new single-family homes, which may temper growth in gas distribution volumes.

        Furthermore, the economies of Alberta and Newfoundland are impacted by a number of factors, including the level of oil and gas activity in the provinces, which is influenced by the market prices of oil and gas. A general and extended decline in economic conditions in jurisdictions where Fortis' utilities operate would be expected to result in reduced demand for electricity over time.

        Fortis' service territory in the Caribbean has been impacted by challenging economic conditions in recent years. Activity in the tourism, real estate and construction sectors is closely tied to economic conditions in the region and changes in such activity affect customer electricity demand.

        Significantly reduced electricity demand in Fortis' service areas could materially reduce capital spending forecasts, and specifically capital spending related to new customer growth. A reduction in capital spending would, in turn, affect Fortis' rate base and earnings growth. A severe and prolonged downturn in economic conditions could have a material adverse effect on Fortis' results of operations, net earnings and cash flows despite regulatory measures, where applicable, available to compensate for reduced demand. In addition, an extended decline in economic conditions could make it more difficult

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for customers to pay for the electricity and gas they consume, thereby affecting the aging and collection of the utilities' trade receivables.

If Fortis or certain of its subsidiaries fail to arrange sufficient and cost-effective financing to fund, among other things, capital expenditures, acquisitions and the repayment of maturing debt, Fortis' financial condition could be adversely affected.

        The ability to arrange sufficient and cost-effective financing is subject to numerous factors, including the results of operations and financial condition of Fortis and its subsidiaries, the regulatory environment in which the utilities operate and the nature and outcome of regulatory decisions regarding capital structure and allowed ROEs, conditions in the capital and bank credit markets, ratings assigned by credit rating agencies, and general economic conditions. Funds generated from operations after payment of expected expenses, including interest payments on any outstanding debt, may not be sufficient to fund the repayment of all outstanding liabilities when due and anticipated capital expenditures. Fortis cannot assure you that sufficient capital will continue to be available on acceptable terms to fund capital expenditures and repay existing debt.

        Fortis expects that consolidated fixed-term debt maturities in 2016 will total $313 million. The ability of Fortis and its subsidiaries to meet long-term debt repayments, when due, will depend on Fortis and its subsidiaries obtaining sufficient and cost-effective financing to replace maturing indebtedness. Activity in the global capital markets may impact the cost and timing of issuance of long-term capital by Fortis and its subsidiaries. Although Fortis and its utilities historically have been successful at raising long-term capital at reasonable rates, the cost of raising capital could increase and there can be no assurance that Fortis and its subsidiaries will continue to have reasonable access to capital in the future.

        Fortis and its currently rate-regulated utilities are subject to risks associated with changes in the credit ratings assigned to them by credit rating agencies. Credit ratings affect the level of credit risk spreads on new long-term debt and credit facilities. A change in the credit ratings could potentially affect access to various sources of capital and increase or decrease finance charges of Fortis and its utilities. For additional information, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Fortis—Liquidity and Capital Resources" beginning on page [·] of this proxy statement/prospectus.

Cyber security breaches, acts of war or terrorism, grid disturbances or security breaches involving the misappropriation of sensitive, confidential and proprietary customer, employee, financial or system operating information could significantly disrupt Fortis' business operations and materially adversely impact Fortis' reputation.

        As operators of critical energy infrastructure, Fortis' utilities face a heightened risk of cyber-attacks. The software and information technology systems used by Fortis and its subsidiaries may be vulnerable to unauthorized access due to hacking, viruses, acts of war or terrorism, and other causes that may result in service disruptions, system failures, and the deliberate or inadvertent disclosure of confidential business and customer information. The ability of Fortis' utilities to operate effectively depends upon developing and maintaining complex information systems and infrastructure that support the operation of generation facilities and transmission and distribution systems, provide customers with billing, consumption and load settlement information, where applicable, and support the financial and general operating aspects of the business.

        Fortis and its subsidiaries have in place security measures, policies and controls designed to protect and secure the integrity of its information technology systems, and safeguard the confidentiality of corporate and customer information. However, cyber-security threats frequently change and require ongoing monitoring and detection capabilities. In the event Fortis' utilities' information technology

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systems are breached, they could experience service disruptions, property damage, corruption or unavailability of critical data or confidential employee or customer information. A material breach could adversely affect the financial performance of Fortis, its reputation and standing with customers and regulators and expose it to claims of third-party damage. All of these factors could adversely affect Fortis if not resolved in a timely manner, or if the financial impact of such adverse effects is not alleviated through insurance policies or, in the case of regulated utilities, through regulatory recovery. As threats evolve and become increasingly more sophisticated, there can be no assurance that a potential security breach will not occur or that Fortis will be able to quantify the potential impact of such an event.

Fortis' business operations are subject to seasonality, and operations and power production may fall below expectations due to the impact of severe weather or other natural events, which could adversely affect the results of operations and financial condition of Fortis.

        The amount of electricity used by customers can vary significantly in response to seasonal changes in weather and such fluctuations could materially impact the results of operations and financial condition of Fortis' electric utilities. In Canada, Arizona and New York State, cool summers may reduce air conditioning demand, while less severe winters may reduce electric heating load.

        At FortisBC Energy and the gas operations of UNS Energy and Central Hudson, weather has a significant impact on gas distribution volumes as a major portion of the gas distributed is ultimately used for space heating for residential customers. Because of gas consumption patterns, the gas utilities' quarterly earnings typically vary by season and may not be an indicator of annual earnings. The earnings associated with Fortis' regulated gas utilities are generally highest in the first and fourth quarters.

        Although regulatory deferral mechanisms are in place at certain of Fortis' regulated utilities, including Central Hudson, FortisBC Energy, FortisBC Electric and Newfoundland Power Inc., or Newfoundland Power, to minimize the volatility in earnings that would otherwise be caused by variations in weather conditions, the absence of these regulatory deferral mechanisms could have a material adverse effect on the results of operations and financial condition of Fortis' utilities.

        Natural gas and coal-fired generating plants require continuous water flow for their operation. Shifts in weather or climate patterns, seasonal precipitation, the timing and rate of melting, run off, and other factors beyond the control of Fortis, may reduce the water flow to UNS Energy's generation facilities. Any material reduction in the water flow to UNS Energy's generation facilities would limit the ability of UNS Energy to produce and market electricity from those respective facilities and could have a material adverse effect on the results of operations and financial condition of UNS Energy. Any change in regulations or the level of regulation respecting the use, treatment and discharge of water, or respecting the licensing of water rights in the jurisdictions where UNS Energy operates could result in a material adverse effect on the results of operations and financial condition of UNS Energy.

        Earnings from Fortis' non-regulated hydroelectric generation assets in Belize and British Columbia are sensitive to rainfall levels. Extreme climatic factors could cause government authorities to adjust water flows on the Kootenay River, where FortisBC Electric's dams and related facilities are located, in order to protect the environment. This adjustment could affect the amount of water available for generation at FortisBC Electric's plants or at plants operated by parties contracted to supply energy to FortisBC Electric. The Waneta Expansion hydroelectric generating facility, or the Waneta Expansion, is included in the Canal Plant Agreement and will receive fixed energy and capacity entitlements based upon long-term average water flows, which is expected to alleviate the hydrologic risk associated with hydroelectric generation. Prolonged adverse weather conditions could lead to a significant and sustained loss of precipitation over the headwaters of the Kootenay River system, which could reduce FortisBC Electric's entitlement to capacity and energy under the Canal Plant Agreement.

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        Despite preparations for severe weather, hurricanes and other natural disasters will always remain a risk to the physical assets of utilities. Moreover, global warming and climate change may have the effect of increasing the severity and frequency of weather-related natural disasters that could affect Fortis' service territories. Although physical utility assets have been constructed and are operated and maintained to withstand severe weather, there is no assurance that they will successfully do so in all circumstances.

        The assets and earnings of Caribbean Utilities Company, Ltd., or Caribbean Utilities, Fortis Turks and Caicos and, to a lesser extent, Central Hudson, Newfoundland Power and Maritime Electric Company, Limited, or Maritime Electric, are subject to hurricane risk. Certain of Fortis' utilities may also be subject to severe weather events, including ice, wind and snow storms. Weather risks are managed through insurance on generation assets, business-interruption insurance and self-insurance on transmission and distribution assets. Under its transmission and distribution license, Caribbean Utilities may apply for a special additional customer rate in the event of a disaster such as a hurricane. Although Fortis Turks and Caicos does not have a specific hurricane cost-recovery mechanism, the utility may apply for an increase in customer rates in the following year if the actual return on rate base assets, or ROA, is lower than the allowed ROA due to additional costs resulting from a hurricane or other significant weather event. Central Hudson is authorized to request, and the New York Public Service Commission, or NYPSC, has typically approved, deferral account treatment for incremental storm restoration costs. To qualify for deferral, storm costs must meet certain criteria as stipulated by the NYPSC. In most cases, Fortis' other regulated utilities can apply to their respective regulators for relief from major uncontrollable expenses, including those related to significant weather-related events.

Fortis' risk management policies cannot fully eliminate the risk associated with commodity price movements, which may result in significant losses.

        Generally, Fortis' subsidiaries have exposure to long- and short-term commodity price movements. Fortis' subsidiaries manage the exposure to risks of commodity price movements through internal risk management policies, enforcement of established risk limits and risk management procedures.

        For example, UNS Energy is exposed to commodity price risk associated with changes in the market price of gas, purchased power and coal. Central Hudson is exposed to commodity price risk associated with changes in the market prices of electricity and natural gas. FortisBC Energy is exposed to commodity price risk associated with changes in the market price of natural gas. Fortis' subsidiaries seek to limit the impact of commodity price volatility on earnings through the use of regulator-approved deferral mechanisms to flow through in customer rates the cost of natural gas, purchased power and coal and various price-risk management strategies, including derivative contracts that effectively fix the price of natural gas, power and electricity purchases. However, the absence of such hedging mechanism in the future could result in increased exposure to market price volatility.

        Certain of Fortis' regulated electric utilities are exposed to commodity price risk associated with changes in world oil prices, which affect the cost of fuel and purchased power. In the past, the impact of this risk has been limited by Fortis' utilities' ability to flow through to customers the cost of fuel and purchased power through base rates and/or the use of rate-stabilization and other mechanisms, as approved by the various regulatory authorities. Although the ability to flow through to customers the cost of fuel and purchased power has limited the effect on earnings of the variability in the cost of fuel and purchased power, there can be no assurance that the current regulator-approved mechanisms allowing for the flow through of the cost of natural gas, fuel, coal and purchased power will continue to exist in the future. Also, a severe and prolonged increase in such costs could materially affect FortisBC Energy, UNS Energy and Central Hudson, despite regulatory measures available to compensate for changes in these costs. The inability of the regulated utilities to flow through the full cost of natural gas, fuel and/or purchased power could have a material adverse effect on the results of operations and financial condition of Fortis' utilities.

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Increased foreign exchange exposure may adversely affect Fortis' earnings and the value of some of Fortis' assets.

        Fortis' reporting currency is the Canadian dollar and the majority of its earnings and cash flows are denominated in Canadian dollars. However, a significant portion of its earnings and cash flows are denominated in US dollars. The earnings from, and net investments in, foreign subsidiaries are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. Although Fortis seeks to limit this exposure through the use of US dollar-denominated borrowings at the corporate level, such actions may not insulate Fortis completely from this exposure. The foreign exchange gain or loss on the translation of US dollar-denominated interest expense partially offsets the foreign exchange gain or loss on the translation of Fortis' foreign subsidiaries' earnings, which are denominated in US dollars. The reporting currency of UNS Energy, Central Hudson, Caribbean Utilities, Fortis Turks and Caicos and Belize Electric Company Limited, or BECOL, is the US dollar. On an annual basis, it is estimated that a C$0.05, or 5%, increase or decrease in the US dollar relative to the Canadian dollar exchange rate would increase or decrease earnings per common share of Fortis by approximately C$0.04, before considering the impact of the pending acquisition of ITC.

        The operations of ITC are conducted in US dollars and, as a result, following the merger Fortis' consolidated earnings and cash flows may be impacted by movements in the US dollar-Canadian dollar exchange rate to a greater extent than prior to the merger. In particular, any decrease in the value of the US dollar versus the Canadian dollar following the merger could negatively impact Fortis' earnings as reported in Canadian dollars, which could negatively impact Fortis' ability to realize all of the anticipated benefits of the merger.

        Fortis may enter into forward foreign exchange contracts and utilize certain derivatives as cash flow hedges of its exposure to foreign currency risk to a greater extent than in the past. There is no guarantee that such hedging strategies, if adopted, will be effective. In addition, currency hedging entails a risk of illiquidity and, to the extent that the US dollar depreciates against the Canadian dollar, the risk of using hedges could result in losses greater than if the hedging had not been used. Hedging arrangements may have the effect of limiting or reducing the total returns to Fortis if management's expectations concerning future events or market conditions prove to be incorrect, in which case the costs associated with the hedging strategies may outweigh their benefits.

Certain of Fortis' subsidiaries are subject to counterparty default risks.

        Counterparty credit default could have an adverse effect on certain of Fortis' subsidiaries. For example, UNS Energy, Central Hudson and FortisBC Energy may be exposed to credit risk in the event of non-performance by counterparties to derivative instruments. These utilities deal with credit quality institutions in accordance with established credit approval practices. In addition, FortisAlberta has a concentration of credit risk as a result of its distribution service billings consisting of a relatively small group of retailers. As required under regulation, FortisAlberta seeks to minimize its exposure associated with retailer billings by obtaining from the retailer either a cash deposit, bond, letter of credit or an investment-grade credit rating from a major rating agency, or a financial guarantee from an entity with an investment-grade credit rating. Despite these mitigation efforts, defaults by counterparties may occur from time to time.

        Any material nonpayment or nonperformance by the derivative counterparties or customers of Fortis' subsidiaries could have a material effect on the results of operations and cash flows of these subsidiaries.

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The competitiveness of natural gas relative to alternative energy sources could adversely affect the results of operations, financial condition and cash flows of Fortis.

        If the natural gas sector becomes less competitive due to pricing or other factors, this could have an adverse effect on the Fortis utilities that are involved in natural gas distribution and sales. For example, in FortisBC Energy's service territory, natural gas primarily competes with electricity for space and hot water heating load. Recently, there has been upward pressure on electricity rates in British Columbia, largely due to new investment required in the electricity generation and transmission sectors. To a lesser extent, Fortis' natural gas distribution operations in New York and Arizona compete with the use of oil and propane for space and hot water heating load. The growth in North American natural gas supply, primarily from shale gas production, has resulted in a lower natural gas price environment. Although this has helped to improve natural gas competitiveness on an operating basis, differences in upfront capital costs between electric and natural gas equipment for hot water and space heating applications continue to present challenges for the competitiveness of natural gas on a full-cost basis.

        Government policy has also impacted the competitiveness of natural gas in British Columbia. The Government of British Columbia has introduced changes to energy policy, including greenhouse gas emission reduction targets and a consumption tax on carbon-based fuels. The Government of British Columbia has yet to introduce a carbon tax on imported electricity generated through the combustion of carbon-based fuels. The impact of these changes in energy policy may have a material impact on the competitiveness of natural gas relative to non-carbon-based energy sources or other energy sources.

        There are other competitive challenges impacting the penetration of natural gas in new housing supply, such as the green attributes of the energy source and the type of housing being built. In recent years, FortisBC Energy has experienced a decline in the percentage of new homes installing natural gas compared with the total number of dwellings being built throughout British Columbia.

        In the future, if natural gas becomes less competitive due to pricing or other factors, the ability of FortisBC Energy to add new customers could be impaired, and existing customers could reduce their consumption of natural gas or eliminate its usage altogether as furnaces, water heaters and other appliances are replaced. The above conditions may result in higher customer rates and, in an extreme case, could ultimately lead to an inability of FortisBC Energy to fully recover cost of service, or COS, in rates charged to customers. Such loss could adversely affect the results of operations, financial condition and cash flows of FortisBC Energy.

A disruption in the wholesale energy markets or failure by an energy or fuel supplier could adversely affect Fortis.

        Almost all the electricity and gas Fortis sells to full-service customers is purchased through the wholesale energy markets or pursuant to contracts with energy suppliers. A disruption in the wholesale energy markets or a failure on the part of energy or fuel suppliers or operators of energy delivery systems that connect to Fortis' subsidiaries could adversely affect such subsidiaries' ability to meet its customers' energy needs and could adversely affect Fortis.

        FortisBC Energy is dependent on a limited selection of pipeline and storage providers, particularly in the Lower Mainland, Interior and Vancouver Island service areas. Regional market prices, particularly at the Sumas market hub, have been higher than prices elsewhere in North America during peak winter periods, when regional pipeline and storage resources become constrained in serving the demand for natural gas in British Columbia and the U.S. Pacific Northwest. In addition, FortisBC Energy is highly dependent on a single-source transmission pipeline. In the event of a prolonged service disruption of the Spectra Pipeline System, residential customers of FortisBC Energy could experience outages, thereby affecting revenue and also resulting in costs to safely relight customers. The LNG

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storage facility on Vancouver Island helps to reduce this risk by providing short-term on-system supply during cold weather conditions or emergency situations.

        Developments are occurring in the region that may increase the demand for gas supply from British Columbia. These include an increase in pipeline capacity to deliver gas from British Columbia to markets outside of British Columbia and the potential development of large-scale LNG facilities to export gas. British Columbia has significant natural gas resources that are expected to be sufficient to meet incremental demand requirements and to continue to supply existing markets. It is uncertain at this time, however, how the pace and location of infrastructure development to connect production to new and existing markets could impact Fortis' access to supply at fair market prices.

        UNS Energy is dependent on third parties to supply fuel, including natural gas and coal. Disruption of fuel supply could impair the ability of UNS Energy to deliver electricity or gas or generate electricity and could adversely affect operations. In addition, a loss of coal suppliers or the inability to renew existing coal or natural gas contracts at favorable terms could significantly affect the ability to serve customers and adversely affect the results of operations and financial condition of UNS Energy.

        Newfoundland Power is dependent on Newfoundland and Labrador Hydro Corporation, or Newfoundland Hydro, for approximately 93% of its customers' energy requirements and Maritime Electric is dependent on the New Brunswick Power Corporation, or NB Power, for approximately 75% of its customers' energy requirements. Fortis' utilities in the Caribbean are dependent on third parties for the supply of all of their fuel requirements in the operation of their diesel-powered generating facilities. A shortage or interruption of the supply of electricity or fuel for any of the above utilities could have a material impact on their operations.

        Newfoundland Power experienced losses of electricity supply from Newfoundland Hydro in January 2013 and January 2014, which prevented it from meeting all of its customers' requirements. The Newfoundland and Labrador Board of Commissioners of Public Utilities, or the PUB, is conducting an inquiry and hearing into these system supply issues and related power interruptions. To the extent it is able, Newfoundland Power intends to participate in the PUB's reviews in 2016. The Government of Newfoundland and Labrador has also engaged consultants to complete an independent review of the current electricity system in the province.

        Future changes in energy supply costs at Newfoundland Power, including costs associated with Nalcor Energy's Muskrat Falls hydroelectric generation development and associated transmission assets, may affect electricity prices in a manner that affects Newfoundland Power's sales. The recovery of Muskrat Falls development costs are expected to materially increase customer electricity rates.

Changes in demand from wholesale customers and failure to extend third-party power purchase and capacity sale contracts could adversely affect Fortis.

        Fortis relies in part on wholesale customers to distribute its energy supply to consumers. FortisBC Electric's indirect customers are served by FortisBC Electric's wholesale customers, who themselves are municipal utilities. The municipal utilities may be able to obtain alternate sources of energy supply, which would result in decreased demand, higher customer rates and, in extreme cases, could ultimately lead to an inability by FortisBC Electric to fully recover its COS in customer rates.

        Additionally, Fortis' regulated electric utilities periodically enter into various power purchase contracts and resale contracts for excess capacity with third parties. Upon expiration of the contracts, there is a risk that Fortis' utilities may not be able to secure extensions of such contracts. If the contracts are not extended, there is a risk of Fortis' utilities not being able to obtain alternate supplies of similarly priced electricity or not being able to secure additional capacity resale contracts. Fortis'

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utilities are also exposed to risk in the event of non-performance by counterparties to the various power purchase and resale contracts.

Pension and post-retirement benefit plans could require significant future contributions to such plans.

        Fortis and the majority of its subsidiaries maintain a combination of defined benefit pension and/or other post-employment benefit, or OPEB, plans for a significant number of employees. Approximately 63% of Fortis' total employees are members of defined benefit pension plans and approximately 72% of employees are members of OPEB plans. The employee future benefit plans are subject to judgments utilized in the actuarial determination of the projected benefit obligation and related net benefit costs. The primary assumptions utilized by management are the expected long-term rate of return on assets, the discount rate and the health care trend rate used to value the projected benefit obligation.

        The projected benefit obligation and related net benefit costs can be affected by changes in the global financial and capital markets. There is no assurance that the employee future benefit plan assets will earn the assumed long-term rates of return. Market-driven changes impacting the performance of the employee future benefit plan assets may result in material variations from the assumed long-term rates of return on the assets, which may cause material changes in future plan funding requirements from current estimates and future net benefit costs. Market-driven changes impacting the discount rates or the health care trend rate may also result in material changes in future plan funding requirements from current estimates and future net benefit costs.

        There is also risk associated with measurement uncertainty inherent in the actuarial valuation process, as it affects the measurement of net benefit costs, future funding requirements and the projected benefit obligation.

        Financial market disruptions and significant declines in the market values of the investments held to meet the pension and post-retirement obligations, discount rate assumptions, participant demographics and increasing longevity, and changes in laws and regulations may require Fortis to make significant contributions to the plans. Large funding requirements or significant increases in expenses could adversely impact the business, results of operations, financial condition and cash flows of Fortis.

Certain of Fortis' generation assets are jointly owned with, or are operated by, third parties, and the interests of such third parties may conflict with the interests of Fortis shareholders.

        Certain of the generating stations from which Fortis' utilities receive power are jointly owned with, or are operated by, third parties. Specifically, TEP may not have the sole discretion or any ability to affect the management or operations at the facilities it jointly owns and/or operates and, therefore, may not be able to ensure the proper management of the operations and maintenance of the plants. Further, TEP may have limited or no discretion in managing the changing regulations which may affect such facilities. In addition, TEP will not have sole discretion to address environmental compliance requirements that could require significant capital expenditures or the closure of such generating stations. A divergence in the interests of TEP and the co-owners or operators, as applicable, of such generating facilities could negatively impact the business and operations of TEP. TEP has been subject to disagreement and litigation by third-party owners with respect to the existing agreements for Springerville Unit 1 which are now subject to a settlement agreement pursuant to which TEP has agreed to purchase the interest of the third-party owners. If the purchase by TEP of the third-party owners' interest in Springerville Unit 1 is not completed, the third-party owners may continue to refuse to pay some or all of their pro rata share of Springerville Unit 1's costs and expenses. See the section entitled "Additional Information about Fortis—Business—Legal Proceedings" beginning on page [·] of this proxy statement/prospectus.

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Advances in technology could impair or eliminate the competitive advantage of Fortis' businesses.

        The emergence of initiatives designed to reduce greenhouse gas emissions and control or limit the effects of global warming and overall climate change has increased the incentive for the development of new technologies that produce power, enable more efficient storage of energy or reduce power consumption. New technology developments in distributed generation, particularly solar, and energy efficiency products and services, as well as the implementation of renewable energy and energy efficiency standards, will continue to have a significant impact on retail sales, which could negatively impact the results of operations, net earnings and cash flows of Fortis' utilities. Heightened awareness of energy costs and environmental concerns have increased demand for products intended to reduce consumers' use of electricity. Fortis' utilities are promoting demand-side management programs designed to help customers reduce their energy usage. These technologies include renewable energy, customer-owned generation, appliances, battery storage, equipment and control systems. Advances in these, or other technologies, could have a significant impact on retail sales which could negatively impact the results of operations, net earnings and cash flows of Fortis' utilities.

Inherent environmental risks, including fires, contamination of air, soil or water from hazardous substances, natural gas emissions and emissions from the combustion of fuel required in the generation of electricity could cause Fortis to incur significant financial losses.

        Fortis' electric and gas utilities are subject to inherent risks, including fires, contamination of air, soil or water from hazardous substances, natural gas emissions and emissions from the combustion of fuel required in the generation of electricity. Risks associated with fire damage are related to weather, the extent of forestation, habitation and third-party facilities located on or near the land on which the utilities' facilities are situated. The utilities may become liable for fire-suppression costs, regeneration and timber value costs, and third-party claims in connection with fires on land on which their respective facilities are located if it is found that such facilities were the cause of a fire, and such claims, if successful, could be material. Inherent risks also include the responsibility for remediation of contaminated properties, whether or not such contamination was actually caused by the property owner. The risk of contamination of air, soil and water at the electric utilities primarily relates to the transportation, handling and storage of large volumes of fuel, the use and/or disposal of petroleum-based products, mainly transformer and lubricating oil, in the utilities' day-to-day operating and maintenance activities, emissions from the combustion of fuel required in the generation of electricity, and management and disposal of coal combustion residuals. The risk of contamination of air, soil or water at the natural gas utilities primarily relates to natural gas and propane leaks and other accidents involving these substances. Additional risks include environmental reclamation associated with coal mines that supply generating stations in which Fortis utilities have an ownership interest. The key environmental hazards related to hydroelectric generation operations include the creation of artificial water flows that may disrupt natural habitats and the storage of large volumes of water for the purpose of electricity generation. Such inherent environmental risks could subject Fortis to litigation and administrative proceedings that could result in substantial monetary judgments, fines or penalties. To the extent that the occurrence of any of these events is not fully covered by insurance, they could adversely affect the revenue, earnings and cash flow of Fortis. See the section entitled "Additional Information about Fortis—Business—Regulatory Environment and Principal Markets—Environmental Laws and Regulations" beginning on page [·] of this proxy statement/prospectus.

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Fortis is not able to insure against all potential risks and may become subject to higher insurance premiums, and the ability of Fortis to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state, provincial or local events and company-specific events, as well as the financial condition of insurers.

        Fortis and its subsidiaries maintain insurance with respect to potential liabilities and the accidental loss of value of certain of their assets, for amounts and with such insurers as is considered appropriate, taking into account all relevant factors, including practices of owners of similar assets and operations. However, a significant portion of the transmission and distribution assets held by Fortis' regulated electric utilities' is not covered by insurance, as is customary in North America, as the cost of coverage is not considered economically viable. Insurance is subject to coverage limits as well as time-sensitive claims discovery and reporting provisions and there can be no assurance that the types of liabilities that may be incurred by Fortis and its subsidiaries will be covered by insurance. Fortis' regulated utilities would likely apply to their respective regulatory authority to recover any loss or liability through increased customer rates. However, there can be no assurance that a regulatory authority would approve any such application in whole, or in part. Any major damage to the physical assets of Fortis and its subsidiaries could result in repair costs, lost revenue and customer claims that are substantial in amount and which could have a material adverse effect on the results of operations, cash flows and financial position of Fortis. In addition, any significant uninsured claims, claims in excess of the insurance coverage limits maintained by Fortis and its subsidiaries, or claims that fall within a significant self-insured retention, could have a material adverse effect on the results of operations, cash flows and financial position of Fortis. Further, there can be no assurance that Fortis and its subsidiaries will be able to obtain or maintain adequate insurance in the future at rates considered reasonable, or that insurance will continue to be available on terms as favorable as the existing arrangements, or that the insurance companies will meet their obligations to pay claims.

Certain of Fortis' regulated utilities and non-regulated generation operations may not be able to obtain or maintain all required approvals.

        The acquisition, ownership and operation of electric and gas utilities and assets require numerous licenses, permits, agreements, orders, approvals and certificates, or Approvals, from various levels of government, government agencies and third parties. For various reasons, including increased stakeholder participation, Fortis' regulated utilities and non-regulated generation operations may not be able to obtain or maintain all required Approvals. If there is a delay in obtaining any required Approvals, or if there is a failure to obtain or maintain any required Approvals or to comply with any applicable law, regulation or condition of an approval, or there is a material change to any requirement Approval, the operation of the assets and the sale of electricity and gas could be prevented or become subject to additional costs, any of which could have a material adverse effect on Fortis' subsidiaries.

Fortis' subsidiaries are subject to risk from a municipality purchasing their distribution assets or an REA serving more customers in their service territory, which could have a material adverse effect on the results of operations and financial condition of Fortis.

        FortisAlberta serves customers residing within various municipalities throughout its service areas. From time to time, municipal governments in Alberta give consideration to creating their own electric distribution utilities by purchasing the assets of FortisAlberta located within their municipal boundaries. Upon the termination, or in the absence, of a franchise agreement, a municipality has the right, subject to Alberta Utilities Commission, or AUC, approval, to purchase FortisAlberta's assets within its municipal boundaries pursuant to the Municipal Government Act (Alberta), with the price to be as agreed by FortisAlberta and the municipality, failing which it is to be determined by the AUC. Additionally, under the Hydro and Electric Energy Act (Alberta), if a municipality that owns an electric distribution system expands its boundaries, it can acquire FortisAlberta's assets in the annexed area. In

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such circumstances, the Hydro and Electric Energy Act (Alberta) provides that the AUC may determine that the municipality should pay compensation to FortisAlberta for any facilities transferred on the basis of replacement cost less depreciation. Given the historical population and economic growth of Alberta and its municipalities, FortisAlberta is affected by transactions of this type from time to time.

        Within certain portions of the FortisAlberta's service territory, rural electrification associations, or REAs, have been granted by the AUC the right to provide electric distribution service to their eligible members. Members eligible to receive electric distribution service from an REA are those who meet the specific eligibility criteria defined in the integrated operating agreements between FortisAlberta and REAs. In general, the applicable eligibility criteria has limited the provision of service to customers whose land is used for agricultural activity or as a rural estate property. This historical arrangement has been challenged by some self-operating REAs that are seeking to expand their services to a broader range of customers within the service area that overlaps with that of FortisAlberta. FortisAlberta is actively resisting these efforts on the part of these self-operated REAs, as it believes the legislative scheme in Alberta does not support this type of competition between the regulated utility and these small rural electricity cooperatives. There is a risk that the efforts of these self-operating REAs to expand their services to a broader range of customers could increase their ability to serve customers in competition with FortisAlberta.

        The consequence to FortisAlberta of a municipality purchasing its distribution assets or an REA serving more customers in its service territory would be an erosion of FortisAlberta's rate base, which would reduce the capital upon which FortisAlberta could earn a regulated return. A significant reduction of rate base could have a material adverse effect on the results of operations and financial condition of FortisAlberta.

Changes in tax laws could materially adversely affect the business, results of operations, financial condition and cash flows of Fortis.

        Fortis and its subsidiaries are subject to tax legislation in Canada, the United States and internationally. Ultimate resolution of tax matters may result in material adjustments to tax-related assets and liabilities, which could materially adversely affect the business, results of operations, financial condition and cash flows of Fortis.

        During 2015 there were elections at the federal level and in several provincial jurisdictions of Canada. A change in government can result in the passing of new tax legislation, including a change in rates of taxation. The new federal and provincial budgets are expected to be delivered in early 2016 and any resulting changes could have an impact on Fortis and its Canadian subsidiaries. Any changes in tax legislation could affect Fortis' results of operations, cash flows and financial position.

        In 2015 the U.S. Congress enacted legislation approving the use of bonus depreciation through to 2019, subject to a phase out schedule reducing allowable rates to 50% in 2015 through 2017, 40% in 2018 and 30% in 2019. While this legislation provides greater certainty for planning purposes and reduces the cash tax burden of Fortis' subsidiaries in the United States, any changes in this or other tax legislation in the United States could affect Fortis' results of operations, cash flows and financial position.

        Fortis conducts business in certain tax-free jurisdictions, including Belize and certain countries in the Caribbean. Canada requires the governments of certain tax-free jurisdictions to enter a Tax Information Exchange Agreement, or TIEA, which permits dividends paid from those jurisdictions to be exempted from tax when received in Canada. This legislation allows Fortis to receive a tax-free return of capital from the Caribbean. Certain legislation also provides a mechanism for the repayment of upstream loans that were previously used as a tax-deferred repatriation of earnings. A TIEA has not yet been negotiated between Canada and Belize and there are no indications that Canada will conclude

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negotiations with the Government of Belize in the near future. Until a TIEA is in place, active business earnings in Belize cannot be repatriated to Canada on a tax free basis; however, the Government of Belize has signed on to the Convention on Mutual Administrative Assistance in Tax Matters, which excludes Belize as a "non-qualifying country." As a result, Fortis is not required to accrue tax on its active business income from Belize, whether or not repatriated to Canada.

        In October 2015, the Organization for Economic Co-operation and Development, or OECD, released its final reports in connection with its action plan to address Base Erosion and Profit Sharing, or the BEPS Action Plan. The basis of the BEPS Action Plan is to identify and curb aggressive tax planning and practices, as well as monitor the international tax systems. Neither Canada nor the United States has implemented the recommendations of the OECD report into tax treaties and domestic law. If any of the BEPS Action Plan recommendations were to be acted upon in Canada or the United States, Fortis would be required to assess the impacts and determine whether any changes to existing tax practices are required.

        The U.S. tax law imposes a limitation on the amount of interest paid by a U.S. corporation to a non-U.S. affiliate that can be deducted for U.S. tax purposes. This rule limits the amount of tax deductible interest which FortisUS can pay to Fortis or to non-U.S. affiliates of Fortis. FortisUS has historically obtained significant funding through loans from non-U.S. affiliates and anticipates that some of the funding for the cash portion of the merger consideration will be so obtained. Various legislation has been proposed in the United States which would, among other things, significantly reduce the ability of FortisUS to deduct such interest, either through a change to the existing limitation on the amount of taxable income against which such interest can be deducted or through a new limitation based on a proportionate share of Fortis' consolidated interest expense. Such changes to the existing limitation are consistent with the BEPS Action Plan. In addition, the U.S. Department of the Treasury recently promulgated proposed regulations under which certain loans between related parties would be treated as equity rather than debt, which would result in a loss of interest deductions after the proposed regulations are finalized. Any further limitation on the ability of FortisUS to deduct interest paid to non-U.S. affiliates could affect Fortis' results of operations, cash flows and financial position.

Fortis' subsidiaries have facilities and provide limited services on lands that are subject to land claims by various First Nations, which may subject Fortis to various legal, administrative and land use proceedings.

        FortisBC Energy and FortisBC Electric maintain gas facilities and electric generation and transmission and distribution facilities and provide limited services to customers on lands that are subject to land claims by various First Nations. A treaty negotiation process involving various First Nations and the governments of British Columbia and Canada is underway, but the basis upon which settlements might be reached in the service areas of FortisBC Energy and FortisBC Electric is not clear. Furthermore, not all First Nations are participating in the process. To date, the policy of the Government of British Columbia has been to endeavor to structure settlements without prejudicing existing rights held by third parties, such as FortisBC Energy and FortisBC Electric. However, there can be no certainty that the settlement process will not have a material adverse effect on FortisBC Energy and FortisBC Electric's results of operations and financial condition.

        The Supreme Court of Canada decided in 2010 that, before issuing regulatory approvals for the addition of new facilities, the British Columbia Utilities Commission, or BCUC, must consider whether the Crown has a duty to consult and accommodate First Nations, if necessary, and if so, whether the consultation and accommodation by the Crown have been adequate. This may affect the timing, cost and likelihood of the BCUC's approval of certain capital projects of FortisBC Energy and FortisBC Electric.

        FortisAlberta has distribution assets on First Nations' lands with access permits to these lands held by TransAlta Utilities Corporation, or TransAlta. In order for FortisAlberta to acquire these access

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permits, both the Department of Aboriginal Affairs and Northern Development Canada and the individual First Nations land councils must grant approval. FortisAlberta may be unable to acquire the access permits from TransAlta and may be unable to negotiate land-use agreements with property owners or, if negotiated, such agreements may be on terms that are less than favorable to FortisAlberta and, therefore, may have a material adverse effect on FortisAlberta.

Fortis' subsidiaries face the risk of strikes, work stoppages or an inability to negotiate future collective bargaining agreements on commercially reasonable terms.

        Fortis' subsidiaries employ members of labor unions or associations that have entered into collective bargaining agreements with the subsidiaries. Fortis considers the relationships of its subsidiaries with their labor unions and associations to be satisfactory, but there can be no assurance that current relations will continue in the future or that the terms under the present collective bargaining agreements will be renewed. The inability to maintain or renew collective bargaining agreements on acceptable terms could result in increased labor costs or service interruptions arising from labor disputes that are not provided for in approved rate orders at the regulated utilities and which could have a material adverse effect on the results of operations, financial conditions and cash flows of Fortis' utilities.

Fortis and its subsidiaries may suffer the loss of key personnel or the inability to hire and retain qualified employees.

        The ability of Fortis to deliver service in a cost-effective manner is dependent on the ability of Fortis' subsidiaries to attract, develop and retain skilled workforces. Like other utilities in Canada, the United States and the Caribbean, Fortis' utilities face demographic challenges relating to trades, technical staff and engineers. The growing size of Fortis and a competitive job market present ongoing recruitment challenges. Fortis' significant consolidated capital expenditure program will present challenges to ensure Fortis' utilities have the qualified workforce necessary to complete the capital work initiatives.

Fortis and its subsidiaries are subject to litigation or administrative proceedings.

        Fortis' utilities have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. These actions may include environmental claims, employment-related claims and contractual disputes or claims for personal injury or property damage that occur in connection with services performed relating to the operation of Fortis' businesses, or actions by regulatory or tax authorities. Unfavorable outcomes or developments relating to these proceedings or future proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the business, financial condition and results of operations of Fortis. In addition, settlement of claims could adversely affect the business, results of operations, financial condition and cash flows of Fortis.

Fortis' existing credit facilities contain, and agreements that Fortis may enter into in the future, including the Merger Credit Facilities, may contain, covenants that could restrict its financial flexibility.

        Fortis' existing credit facilities, and the credit facilities of its subsidiaries, contain covenants imposing certain requirements on Fortis' business including covenants regarding the ratio of indebtedness to total capitalization. Furthermore, Fortis' subsidiaries periodically issue long-term debt, historically consisting of both secured and unsecured indebtedness. Additionally, if contemplated financing sources are unavailable to Fortis on terms acceptable to Fortis on or prior to the closing of the merger, Fortis will borrow amounts under the Merger Credit Facilities to finance the necessary portion of the cash consideration for the merger. These third-party debt agreements, including, if necessary, the Merger Credit Facilities, contain covenants, including covenants regarding the ratio of

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indebtedness to total capitalization. These requirements may limit the ability of Fortis and its subsidiaries to take advantage of potential business opportunities as they arise and may adversely affect the conduct of Fortis and its utilities' current business, including restricting Fortis' ability to finance future operations and capital needs and limiting its subsidiaries' ability to engage in other business activities. Other covenants place or could place restrictions on Fortis' utilities to, among other things:

    incur additional debt;

    create liens;

    enter into transactions with affiliates;

    sell or transfer assets; and

    consolidate or merge.

        Agreements Fortis and its 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 Fortis' other indebtedness, including, if necessary, the Merger Credit Facilities, 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 Fortis' 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, Fortis 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 were then available, it may not be on terms that are acceptable to Fortis. For more information, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Fortis—Liquidity and Capital Resources" beginning on page [·] of this proxy statement/prospectus.

Fortis may be unable to meet its financial obligations and to pay dividends on its common shares if its subsidiaries are unable to distribute cash to Fortis or repay loans from Fortis.

        Fortis is a holding company and, as such, has no revenue-generating operations of its own. Fortis is dependent on the financial results of its utilities and the related cash payments from these subsidiaries. In addition, Fortis is dependent on external financings to provide the cash that is necessary to make future investments, service debt incurred by Fortis, pay administrative costs and pay dividends. Fortis' subsidiaries are separate legal entities and have no independent obligation to pay dividends to Fortis. Prior to paying dividends to Fortis, the subsidiaries have financial obligations that must be satisfied, including among others, their operating expenses and obligations to creditors. Furthermore, Fortis' regulated utilities are required by regulation to maintain a minimum equity-to-total capital ratio that may restrict their ability to pay dividends to Fortis or may require that Fortis contribute capital. The future enactment of laws or regulations may prohibit or further restrict the ability of Fortis' subsidiaries to pay upstream dividends or to repay intercorporate indebtedness. In addition, in the event of a subsidiary's liquidation or reorganization, Fortis' right to participate in a distribution of assets is subject to the prior claims of the subsidiary's creditors. As a result, Fortis' ability to pay dividends on its common shares and meet its financial obligations is reliant on the ability of Fortis' subsidiaries to generate sustained earnings and cash flows and pay dividends to and repay loans.

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Risks Relating to Investing in and Ownership of Fortis' Common Shares

Fortis' common shares have no trading history in the United States.

        Fortis' common shares currently trade on the TSX. It is a condition to the completion of the merger that the Fortis common shares issued pursuant to the merger agreement be authorized for listing on the NYSE, in addition to the TSX. Currently, there is no public market in the United States for Fortis' common shares. The price at which Fortis' common shares will trade on the NYSE may be lower than the value for which they are exchanged at the closing of the merger. In addition, because the liquidity and trading patterns of securities listed on the TSX may be substantially different from those of securities traded on the NYSE, historical trading prices may not be indicative of the prices at which Fortis' common shares will trade in the future on the NYSE.

Fortis' common shares will be traded on more than one market and this may result in price variations.

        Trading in Fortis' common shares on the NYSE and TSX will take place in different currencies (US dollars on the NYSE and Canadian dollars on the TSX), and at different times (resulting from different trading days and different public holidays in the United States and Canada). The trading prices of Fortis' common shares on these two markets may at times differ due to these and other factors. Any decrease in the price of Fortis' common shares on the TSX could cause a decrease in the trading price of Fortis' common shares on the NYSE and vice versa. There can be no assurance that the expected benefits of listing Fortis' common shares on the NYSE will be realized or, if realized, that such benefits will be sustained.

The market price of Fortis' common shares following the consummation of the merger could be volatile and ITC shareholders could lose all or part of their investment.

        Notwithstanding the fact that Fortis will issue a significant number of common shares to shareholders of ITC in connection with the merger, there is no guarantee that a significant market for the common shares will develop or be sustained on the NYSE following the merger. ITC shareholders may decide to sell the common shares received by them in the merger, which will generally be eligible for immediate resale, rather than remain shareholders of Fortis, which could have an adverse impact on the trading price of the common shares. As Fortis is a Canadian company and is not as well-known to investors in the United States as it is in Canada, investors in Canada may be more likely to purchase any Fortis common shares sold by ITC shareholders following the merger. If a substantial portion of the common shares issued to ITC shareholders are sold to investors in Canada, this may have a material adverse effect on the trading price of Fortis' common shares following the merger. In addition, a perception among investors that such sales will occur could depress the market price of the common shares prior to the issuance of common shares in connection with the merger. In the past, following periods of large price declines in the public market price of a company's securities, securities class action litigation has often been initiated against that company. Litigation of this type against Fortis could result in substantial costs and diversion of management's attention and resources, which would adversely affect its business. Any adverse determination in litigation against Fortis could also subject it to significant liabilities.

As a foreign private issuer, Fortis is permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC and NYSE requirements, which may result in less protection than is accorded to investors under rules applicable to U.S. domestic issuers.

        As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow the corporate governance practices of its home country, Fortis will be permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. Following the listing of Fortis' common shares on the

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NYSE, Fortis expects to follow Canadian home country practices with regard to matters such as obtaining shareholder approval for certain dilutive events. Accordingly, Fortis' shareholders may not be afforded the same protection as provided under NYSE corporate governance rules. Following Canadian home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the NYSE may provide less protection than is accorded to investors in U.S. domestic issuers. See the section entitled "Additional Information about Fortis—Management of Fortis—Corporate Governance—Compliance with NYSE Standards" beginning on page [·] of this proxy statement/prospectus.

As a foreign private issuer, Fortis will not be subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain U.S. Exchange Act reports, which could result in Fortis' common shares being less attractive to investors.

        As a foreign private issuer, Fortis will be exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, Fortis will be exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements, and Fortis' officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, Fortis will not be required under the U.S. Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the U.S. Exchange Act and Fortis will generally be exempt from filing quarterly reports with the SEC under the U.S. Exchange Act. Fortis will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company's securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company's securities on the basis of the information. Even though Fortis intends to comply voluntarily with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

        Fortis would lose its foreign private issuer status if a majority of its shares are held by U.S. persons and a majority of its directors or executive officers are U.S. citizens or residents or Fortis fails to meet additional requirements necessary to avoid loss of foreign private issuer status. Although Fortis has elected to comply with certain U.S. regulatory provisions, loss of foreign private issuer status would make compliance with such provisions mandatory. The regulatory and compliance costs to Fortis under U.S. securities laws as a U.S. domestic issuer may be significantly higher than the costs Fortis incurs as a Canadian foreign private issuer eligible to use the Multi-Jurisdictional Disclosure System, or MJDS. If Fortis ceases to be a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and will be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. Fortis may also be required to modify certain of its policies to comply with the governance obligations of U.S. domestic issuers. Such modifications will involve additional costs. In addition, Fortis would lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

Fortis has not yet completed its determination regarding whether its existing internal controls over financial reporting are compliant with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

        Fortis maintains disclosure controls and procedures and internal control over financial reporting pursuant to the Canadian Securities Administrators National Instrument 52-109—Certification of Disclosure in Issuers' Annual and Interim Filings, and has commenced an assessment of whether its current internal controls procedures satisfy the requirements of Section 404(a) of the Sarbanes-Oxley

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Act of 2002, or Sarbanes-Oxley, and the related rules of the SEC and the Public Company Accounting Oversight Board.

        Pursuant to Section 404(b) of Sarbanes-Oxley and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, starting with the second annual report that Fortis files with the SEC after the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, Fortis' independent auditors will be required to attest to the effectiveness of Fortis' internal control over financial reporting. The process of obtaining the required attestation from Fortis' independent auditors has commenced and will require the investment of substantial additional time and resources, including by Fortis' Chief Financial Officer and other members of Fortis' senior management, as well as higher than anticipated operating expenses including independent auditor fees. Fortis' failure to satisfy the requirements of Section 404 of Sarbanes-Oxley on an ongoing and timely basis, or any failure in Fortis' internal controls, could result in the loss of investor confidence in the reliability of Fortis' financial statements, which in turn could negatively affect the trading price of Fortis' common shares and could have a material adverse effect on Fortis' results of operations and harm its reputation. Further, Fortis can provide no assurance that its independent auditors will provide the required attestation. If Fortis is required in the future to make changes to its internal controls over financial reporting, it could adversely affect Fortis' operations, financial reporting and/or results of operations and could result in an adverse opinion on internal controls over financial reporting from its independent auditors.

Risks Relating to ITC's Business, Operations and Regulatory Environment

        You should read and consider risk factors specific to ITC's business, operations and regulatory environment, which will also affect the combined company. These risks are described in the section entitled "Risk Factors" in ITC's annual report on Form 10-K for the year ended December 31, 2015 and in other documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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THE ITC SPECIAL MEETING

General

        This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the ITC board of directors for use at the special meeting of ITC shareholders and any adjournments or postponements of the special meeting. When this proxy statement/prospectus refers to the special meeting, it is also referring to any adjournments or postponements of the special meeting. ITC intends to begin mailing this proxy statement/prospectus, the attached Notice of Special Meeting of Shareholders and the accompanying proxy card on or about                        , 2016.

Date, Time and Place of the Special Meeting

        The special meeting of ITC shareholders will be held on                        , 2016, at            , local time, at ITC's corporate headquarters located at 27175 Energy Way, Novi, Michigan 48377.

        If you are an ITC shareholder of record, you may attend the special meeting and vote in person the shares you hold directly in your name. If you choose to attend the special meeting, you must present valid government-issued photo identification such as a driver's license or passport. If you want to vote in person at the special meeting and you hold ITC common stock through a bank, broker or other nominee, you must present valid government-issued photo identification such as a driver's license or passport and a power of attorney or other proxy authority from your broker, bank or other nominee. Please also bring to the special meeting your account statement evidencing your beneficial ownership of ITC common stock as of the record date. ITC reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Purpose of the Special Meeting

        At the special meeting, ITC shareholders will be asked:

            (1)   to consider and vote upon the merger proposal;

            (2)   to consider and vote upon a proposal to approve, on a non-binding, advisory basis, the named executive officer merger-related compensation proposal; and

            (3)   to consider and vote upon the adjournment proposal.

        Shareholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the ITC board of directors.

        ITC shareholders must approve and adopt the merger proposal as a condition to the completion of the merger. If ITC shareholders fail to approve and adopt the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is separate from the vote to approve and adopt the merger proposal. Accordingly, a shareholder may vote to approve and adopt the merger proposal and not to approve and adopt the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related proposal is only advisory in nature, it will not be binding on ITC, Fortis or the surviving corporation, or their respective boards of directors or compensation committees thereof. Accordingly, because ITC is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

        Other than the matters described above, ITC does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. However, if any other matters are properly brought before the special meeting or any adjournment or postponement thereof

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for consideration, the holders of proxies will have discretion to vote on such matters in accordance with their best judgment.

Recommendation of the ITC Board of Directors

        The ITC board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, ITC and its shareholders, and resolved to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger.

        The ITC board of directors recommends that ITC shareholders vote "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal.

Record Date and Outstanding Shares

        The ITC board of directors has fixed the close of business on                        , 2016 as the record date for the special meeting. Only ITC shareholders of record on the record date are entitled to notice of, and to vote at, the special meeting or at any adjournment of the special meeting.

        As of the close of business on the record date, there were approximately            shares of ITC common stock outstanding and entitled to vote at the special meeting, held by approximately            holders of record.

        A list of ITC shareholders as of the record date will be available for review during the special meeting by any ITC shareholder present at the special meeting.

        Holders of ITC common stock on the record date may vote their shares of ITC common stock in person at the special meeting or by proxy as described below under "—Voting by Proxy or in Person."

Quorum

        The required quorum for the special meeting is a majority of the shares outstanding and entitled to vote as of the record date. There must be a quorum present for the meeting to be held. All shares represented at the special meeting in person or by proxy (including those voted by telephone or the Internet) will be counted toward the quorum. Abstentions and broker non-votes will be counted as present in determining the existence of a quorum.

Required Vote

        Merger Proposal.    The affirmative vote of the holders of a majority of the outstanding shares of ITC common stock entitled to vote at the special meeting is required to approve the merger proposal.

        Named Executive Officer Merger-Related Compensation Proposal.    In accordance with Section 14A of the U.S. Exchange Act, ITC is providing its shareholders with the opportunity to approve, by non-binding, advisory vote, certain compensation payments for ITC's named executive officers in connection with the merger, as discussed in the section entitled "Proposal 2: Advisory Vote Regarding Merger-Related Compensation for ITC's Named Executive Officers" beginning on page [·] of this proxy statement/prospectus. The affirmative vote of a majority of the votes cast, in person or by proxy, on this proposal at the special meeting by holders of shares of ITC common stock is required to approve, on a non-binding, advisory basis, the named executive officer merger-related compensation proposal.

        Adjournment Proposal.    The affirmative vote of a majority of the votes cast, in person or by proxy, on this proposal at the special meeting by holders of shares of ITC common stock is required to approve the adjournment proposal.

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Voting by ITC's Directors and Executive Officers

        At the close of business on the record date, directors and executive officers of ITC and their affiliates were entitled to vote             shares of ITC common stock, or approximately            % of the shares of ITC common stock issued and outstanding on that date. ITC's directors and executive officers have informed ITC that they intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of ITC's directors and executive officers is obligated to do so.

Voting by Proxy or in Person

        Giving a proxy means that an ITC shareholder authorizes the persons named in the enclosed proxy card to vote such shareholder's shares at the special meeting in the manner such shareholder directs.

        If your name is registered on ITC's shareholder records as the owner of shares, you are an ITC shareholder of record, and you may vote your shares by:

            (1)   Telephone, by using the toll-free number 1-800-652-VOTE (8683), or by following the instructions on your proxy card. If you vote by telephone, do not mail in your proxy card.

            (2)   Internet, by going to the voting site at www.investorvote.com/ITC and follow the instructions outlined on the secured website using certain information provided on your card or voting instruction form. If you vote using the Internet, do not mail in your proxy card.

            (3)   Written Proxy, if you received your proxy materials by mail, you may submit your written proxy by completing the proxy card enclosed with those materials and signing, dating and returning your proxy card by mail in the enclosed return envelope, which requires no additional postage if mailed in the United States.

            (4)   Attending the Special Meeting, and voting in person if you are an ITC shareholder of record or if you are a beneficial owner and have a legal proxy from the ITC shareholder of record.

        Submitting a proxy by Internet or by telephone provides the same authority to vote shares as if the shareholder had returned his or her proxy card by mail.

        Each properly signed proxy received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxy or, if no instructions are given on a properly signed proxy, the shares represented by such proxy will be voted "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal.

        ITC requests that ITC shareholders complete and sign the accompanying proxy card and return it to ITC in the enclosed postage-paid envelope or submit the proxy by telephone or the Internet as soon as possible.

        If an ITC shareholder's shares are held in "street name" by a broker, bank or other nominee, such shareholder must obtain a voting instruction form from the institution that holds such shares and follow the voting instructions given by that institution.

        If an ITC shareholder plans to attend the special meeting and wishes to vote in person, such shareholder will be given a ballot at the special meeting. If an ITC shareholder's shares are held in "street name" (through a bank, broker or other nominee), such shareholder must obtain a proxy from the record holder to vote such shares in person at the special meeting. Whether or not an ITC shareholder plans to attend the special meeting, ITC requests that each ITC shareholder complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement/prospectus. This will not prevent any ITC shareholder from voting

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in person at the special meeting but will assure that the shareholder's vote is counted if such shareholder is unable to attend the special meeting.

Revocability of Proxies and Changes to an ITC Shareholder's Vote

        ITC shareholders may revoke their proxies and change their votes at any time prior to the time their shares are voted at the special meeting. An ITC shareholder can revoke his or her proxy or change his or her vote by:

            (1)   notifying ITC's Corporate Secretary in writing (at ITC's address set forth in this proxy statement/prospectus);

            (2)   voting again by telephone or Internet (prior to                    at                    Eastern Daylight Time), since only the latest vote will be counted;

            (3)   signing and returning, prior to the special meeting, another proxy card that is dated after the date of the first proxy card; or

            (4)   voting in person at the special meeting (if such shareholder is a shareholder of record or has a legal proxy from a shareholder of record).

        Attendance at the special meeting will not, by itself, revoke your proxy or change your vote. If your shares are held in "street name," you must contact your broker, bank or nominee to revoke your proxy.

Abstentions

        An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote "AGAINST" the merger proposal.

        Under the rules applicable to broker-dealers, brokers, banks and other nominee record holders holding shares in "street name" have the authority to vote on routine proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominee record holders are precluded from exercising their voting discretion with respect to the approval of non-routine matters, including any of the three special meeting proposals. As a result, absent specific instructions from the beneficial owner, brokers, banks and other nominee record holders are not empowered to vote those "street name" shares in connection with the special meeting proposals.

        Since the vote required for the approval of the merger proposal is based on a percentage of the shares of ITC common stock outstanding, abstentions and other unvoted shares will have the same effect as a vote "AGAINST" the merger proposal. However, abstentions and unvoted shares will have no effect on the outcome of the vote for the named executive officer merger-related compensation proposal and the adjournment proposal because the vote required for approval of each of these proposals is based on the number of shares actually voted on the proposal, whether in person or by proxy.

        All beneficial owners of ITC common stock are urged to submit their proxy to indicate their votes or to contact the record holder of their shares to provide instructions on how to vote their shares.

Failure to Vote

        If you are a shareholder of record and you do not sign and return your proxy card or vote over the Internet, by telephone or in person at the special meeting, your shares will not be voted at the special meeting, will not be counted as present in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

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        As discussed above, under NYSE rules, brokers, banks and other nominee recordholders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in "street name" by a broker, bank or other nominee and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or by proxy at the special meeting or counted as present for purposes of determining whether a quorum exists.

        A failure to vote will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal. However, the vote to approve and adopt the merger proposal is based on the total number of shares of ITC common stock outstanding at the close of business on the record date, not just the number of shares that are voted on the merger proposal. As a result, if you fail to vote your shares, it will have the same effect as a vote "AGAINST" the merger proposal.

Inspector of Election; Tabulation of Votes

        The ITC board of directors expects to appoint a representative of Computershare Trust Company, N.A. to act as the inspector of election at the special meeting. The inspector of election will determine the number of shares outstanding, the shares represented at the special meeting, the existence of a quorum and the validity of proxies and ballots, and will count all votes and ballots.

Solicitation of Proxies

        This proxy statement/prospectus is being furnished in connection with the solicitation of proxies by the ITC board of directors. Certain costs related to the filing, printing and distribution of this proxy statement/prospectus shall be shared equally by ITC and Fortis. All other costs of soliciting proxies of ITC shareholders shall be borne by ITC.

        In addition, ITC has retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately US$12,500, plus reimbursement of expenses.

        Proxies may be solicited by mail, telephone, facsimile and other forms of electronic transmission and may also be solicited by directors, officers and other employees of ITC without additional compensation. Copies of solicitation materials will be furnished to brokers, banks and other nominees holding shares in their names that are beneficially owned by others so that they may forward solicitation materials to beneficial owners. In addition, if asked, ITC will reimburse these persons for their reasonable expenses in forwarding the solicitation materials to the beneficial owners. ITC has requested brokers, banks and other nominees to forward all solicitation materials to the beneficial owners of the shares they hold of record.

Householding

        ITC may send a single copy of this proxy statement/prospectus to any household at which two or more ITC shareholders reside in accordance with SEC rules, unless ITC has received contrary instructions. Each shareholder in the household will continue to receive a separate proxy card. This process, known as "householding," reduces the volume of duplicative information received at your household and helps to reduce ITC's expenses in connection with the special meeting.

        If, at any time, you no longer wish to participate in "householding," you may request separate copies of the proxy statement/prospectus or request that ITC send only one copy to you if you are receiving multiple copies by writing to ITC Holdings Corp., Attn: Corporate Secretary, 27175 Energy Way, Novi, Michigan 48377, or calling (248) 946-3000.

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Adjournment

        The ITC special meeting may be adjourned from time to time to reconvene at the same or some other place if sufficient votes are cast in favor of the adjournment proposal. Notice need not be given of any such adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and the record date remains the same. At the adjourned ITC special meeting, the only business that may be transacted is business that might have been transacted at the original meeting. See the section entitled "Proposal 3: Adjournment of the ITC Special Meeting" beginning on page [·] of this proxy statement/prospectus.

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PROPOSAL 1: THE MERGER

        This section of the proxy statement/prospectus describes the material aspects of the proposed merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the proposed merger. In addition, important business and financial information about each of ITC and Fortis is included in or incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find Additional Information" beginning on page [·] of this proxy statement/prospectus.

Structure

        The merger agreement provides that, upon satisfaction or waiver of the conditions to the merger, Merger Sub will merge with and into ITC. ITC will be the surviving corporation in the merger. As a result of the merger, ITC will cease to be a publicly traded company and cease its separate corporate existence.

Merger Consideration

        Upon the completion of the merger, each share of ITC common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of ITC common stock held by Fortis, Investment Holdings, Merger Sub or any of Fortis' direct or indirect wholly-owned subsidiaries or ITC or its wholly-owned subsidiaries and ITC restricted stock awards) will be converted into the right to receive (i) US$22.57 in cash, without interest, and (ii) 0.7520 of a validly issued, fully paid and non-assessable Fortis common share.

        Based on the number of shares of ITC common stock outstanding as of            , 2016, Fortis would issue approximately            Fortis common shares to ITC shareholders pursuant to the merger agreement. The actual number of Fortis common shares to be issued pursuant to the merger agreement will be determined at completion of the merger based on the exchange ratio and the number of shares of ITC common stock outstanding at such time. Based on the number of shares of ITC common stock outstanding as of            , 2016, and the number of Fortis common shares outstanding as of            , 2016, immediately after completion of the merger, former ITC shareholders would own approximately            % of the outstanding Fortis common shares.

        Based on the closing price of Fortis common shares and the US dollar-to-Canadian dollar exchange rate on February 8, 2016, the last full trading day before the announcement of the merger agreement, the per share value of ITC common stock implied by the merger consideration was US$44.90. Based on the closing price of Fortis common shares on            , 2016, the most recent practicable date prior to the date of this proxy statement/prospectus, the per share value of ITC common stock implied by the merger consideration was US$        . The implied value of the merger consideration will fluctuate, however, as the market price of Fortis common shares and the exchange rate between US dollars and Canadian dollars fluctuate, because a portion of the merger consideration that is payable per share of ITC common stock is a fixed fraction of a Fortis common share, which is valued in Canadian dollars. As a result, the value of the merger consideration that ITC shareholders will receive upon the completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the ITC special meeting. Accordingly, ITC encourages you to obtain current stock price quotations for ITC common stock, Fortis common shares and the exchange rate between US dollars and Canadian dollars before deciding how to vote with respect to the approval of the merger agreement. ITC common stock trades on the NYSE under the symbol "ITC" and Fortis common shares trade on the TSX under the ticker symbol "FTS."

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Background of the Merger

        ITC's board of directors regularly reviews and assesses ITC's performance, risks, opportunities and strategy. Additionally, ITC's board of directors and management, together with their legal and financial advisors, periodically review and evaluate industry developments and strategic opportunities and alternatives available to ITC as part of ITC's efforts to strengthen its business and enhance value for its shareholders, which review and evaluation continued following the termination of a potential business combination with Entergy Corp. in December 2013 due to opposition from state regulators. The opportunities and alternatives reviewed throughout the process included, among other things, remaining as a stand-alone entity, potential acquisitions of other companies, share repurchases (including those pursuant to the share repurchase programs authorized in 2014 and 2015), corporate structural alternatives, business combinations and other strategic transactions.

        On March 24, 2015, a representative of Party A, an affiliate of a U.S. publicly traded company, called a representative of ITC on behalf of Party A's chief executive officer to arrange a meeting with Mr. Joseph Welch, Chief Executive Officer, President and Chairman of ITC.

        On April 9, 2015, members of ITC's management met with representatives of Barclays to discuss potential strategic alternatives, including remaining as a stand-alone entity, potential acquisitions of other companies, corporate structural alternatives and business combinations, and the mergers and acquisitions market environment generally.

        On April 28, 2015, at the request of Party A's chief executive officer, Mr. Welch met with the chief executive officer of Party A to discuss, among other things, industry developments, their respective companies and Party A's interest in a potential transaction with ITC.

        On May 26, 2015, Mr. Welch and Ms. Linda Blair, Executive Vice President and Chief Business Unit Officer of ITC, met in person with representatives of Party A to continue to discuss Party A's interest in a potential transaction with ITC.

        In connection with Party A's informal interest regarding a potential transaction with ITC, on June 11, 2015, Mr. Welch and Mr. Rejji Hayes, Senior Vice President and Chief Financial Officer of ITC, met with representatives of Morgan Stanley to discuss the potential involvement of Morgan Stanley to assist ITC with a preliminary review of potential strategic alternatives, including, among other things, remaining as a stand-alone company.

        On July 21, 2015, the chief executive officer of Party B, a U.S. publicly traded company, contacted Mr. Welch to express his interest in meeting with Mr. Welch. Mr. Welch agreed to meet the chief executive officer but that meeting was ultimately never scheduled.

        During the months of July 2015 and August 2015, ITC's management held regular meetings with representatives of Morgan Stanley to discuss their preliminary views on potential strategic alternatives for ITC, including remaining as a stand-alone entity, potential acquisitions of other companies, corporate structural alternatives and business combinations.

        Between July 27, 2015 and August 4, 2015, Mr. Welch and Mr. Hayes met in person with each member of the ITC board of directors to discuss industry developments, regulatory challenges and certain other issues facing ITC, Morgan Stanley's preliminary findings with respect to potential strategic alternatives, including remaining as a stand-alone entity, potential acquisitions of other companies, corporate structural alternatives and business combinations, and Party A's possible interest in a transaction with ITC.

        On August 18, 2015, the ITC board of directors and members of ITC's management met with representatives of Barclays to discuss, among other things, the current trend in shareholder activism.

        On August 19, 2015, the ITC board of directors and members of ITC's management met with representatives of Morgan Stanley to discuss Morgan Stanley's preliminary review of ITC's potential

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strategic alternatives, including remaining as a stand-alone entity, potential acquisitions of other companies, corporate structural alternatives and business combinations. The members of ITC's board of directors then met in executive session, during which the ITC board of directors authorized management to continue discussions with Party A in connection with Party A's possible interest in a transaction with ITC.

        On August 20, 2015, Mr. Welch and Party A's chief executive officer had a telephonic meeting to discuss a potential transaction.

        On August 24, 2015, ITC and Party A entered into a non-disclosure agreement, which included a standstill restriction, with respect to a potential transaction between ITC and Party A.

        On September 1, 2015, members of ITC's management team made a management presentation to representatives of Party A.

        From September 1, 2015 through September 29, 2015, Party A and its advisors conducted a due diligence review of ITC.

        On September 23, 2015, Mr. Welch met with representatives of Barclays to discuss potential strategic alternatives, including remaining as a stand-alone entity, potential acquisitions of other companies, corporate structural alternatives and business combinations.

        On September 29, 2015, the chief executive officer of Party A contacted Mr. Welch by telephone to verbally communicate Party A's proposal to acquire ITC for US$39.00 per share in an all-cash transaction.

        On September 29, 2015, the ITC board of directors held a telephonic meeting, at which members of ITC's management team were also present, including Mr. Hayes, Christine Mason-Soneral, Senior Vice President and General Counsel of ITC, Ms. Blair, Mr. Jon Jipping, Executive Vice President and Chief Operating Officer, and Ms. Wendy McIntyre, Vice President, Secretary and General Counsel—Enterprise Operations. The ITC board of directors reviewed and discussed Party A's proposal and, in light of then existing facts, circumstances and market conditions, determined not to pursue Party A's proposal at that time.

        On October 23, 2015, a representative of Goldman, Sachs & Co, or Goldman Sachs, on behalf of Fortis, contacted Mr. Hayes to discuss Fortis' interest in a possible acquisition of ITC. That evening, Mr. Hayes contacted Mr. Welch and conveyed the content of his discussion with Goldman Sachs.

        On October 26, 2015, Mr. Welch contacted Mr. Barry Perry, the President and Chief Executive Officer of Fortis, to discuss Fortis' potential interest in a transaction with ITC.

        On October 27, 2015, Party C, a financial party, contacted a representative of ITC to arrange a call with Mr. Welch to discuss a potential transaction with ITC.

        On October 31, 2015, a managing director of Party C had a telephone call with Mr. Welch to express Party C's potential interest in a transaction with ITC.

        In light of the unsolicited interest from Fortis, Party A and Party C, in late October 2015, ITC management worked with representatives of Simpson Thacher & Bartlett LLP, or Simpson Thacher, ITC's regular outside counsel, with respect to the interest expressed by such parties and a process for considering ITC's potential strategic alternatives.

        On November 2, 2015, ITC and Fortis entered into a non-disclosure agreement, which included a standstill restriction, with respect to a potential acquisition of ITC by Fortis. Later that day, representatives of ITC made a management presentation to representatives of Fortis.

        On November 3, 2015, the ITC board of directors held an in-person meeting at which the ITC board of directors discussed, among other matters, ITC's recent stock price performance and the interest of each of Party A, Party C and Fortis in acquiring ITC. After extensive discussion regarding

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the decrease in ITC's stock price between August 2015 and November 2015 and a further review of ITC's stand-alone prospects and other potential strategic alternatives, including the interest of Fortis, Party A and Party C regarding a transaction with ITC, the ITC board of directors discussed initiating a strategic review process with the goal of assessing the potential value of ITC in a transaction relative to the stand-alone growth prospects for ITC. The ITC board of directors instructed management, with the assistance of Simpson Thacher, to conduct a process to gauge potential interest from other third parties and authorized management to formally engage financial advisors to assist ITC in such a process.

        On November 5, 2015, ITC and Party C entered into a non-disclosure agreement, which included a standstill restriction, with respect to a potential acquisition of ITC by Party C.

        On November 5, 2015, ITC engaged Barclays and Morgan Stanley as financial advisors in connection with the strategic review process based on, among other factors, their overall reputation and experience as investment banking firms, and their respective knowledge of the utilities industry generally and ITC's business and operations.

        On November 6, 2015, members of ITC management and representatives of Barclays and Morgan Stanley had an organizational call to discuss, among other things, the current mergers and acquisitions environment, the interest of Fortis, Party A and Party C, their preliminary views of a potential strategic review process and potential prospective counterparties in connection with such a process.

        On November 9, 2015, representatives of Barclays and Morgan Stanley, consistent with the direction provided by the ITC board of directors, contacted five parties, which included Party A, Party B, Fortis, Party C and Party D (a financial party) to assess their interest in a potential transaction with ITC. These parties were selected based in part on advice from Barclays and Morgan Stanley in respect of their financial capacity and perceived potential interest in a transaction with ITC. On November 10, 2015, Party A declined to participate in the strategic review process despite its preliminary proposal to acquire ITC for US$39.00 per share in an all-cash transaction.

        On November 12, 2015, Fortis submitted a preliminary proposal to ITC with an indicative price of US$44.25 per share in cash, which represented a 40.5% premium to ITC's closing share price of US$31.49 on November 12, 2015. In its preliminary proposal, Fortis requested exclusive negotiations with ITC.

        Later that day, the ITC board of directors held a telephonic meeting, at which members of ITC's management team, including Mr. Hayes, Ms. Mason-Soneral, Ms. McIntyre and Ms. Britt McNulty, Director of Strategic Initiatives, and representatives of Barclays and Morgan Stanley were present. The representatives of Barclays and Morgan Stanley provided the ITC board of directors with an update regarding the strategic review process, including the proposal submitted by Fortis that day. At the request of the ITC board of directors, the members of ITC's management team reviewed ITC's 2016-2020 financial plan, which, after extensive discussion, the ITC board of directors authorized be shared with potential participants in the strategic review process. The ITC board of directors then discussed the potential desirability of retaining independent counsel to advise the ITC board of directors with respect to the strategic review process and the potential formation of an administrative committee to assist the ITC board of directors in connection with the process.

        On November 13, 2015, ITC and Party B entered into a non-disclosure agreement, which included a standstill restriction.

        On November 17, 2015, the ITC board of directors held an in-person meeting, at which members of ITC management were present, including Mr. Hayes and Ms. Mason-Soneral. Management updated the ITC board of directors regarding the Fortis proposal and with respect to the status of the strategic process.

        On November 18, 2015, the ITC board of directors held an in-person meeting, in which representatives of Barclays, Morgan Stanley and Simpson Thacher participated telephonically. The

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representatives of Barclays and Morgan Stanley provided an update regarding the status of the strategic review process and a preliminary valuation analysis. During an executive session, the ITC board of directors determined to continue the strategic review process and discussions with the participants, but not to grant exclusivity to any party in the process at that time. Simpson Thacher next reviewed with the ITC board of directors the directors' fiduciary duties applicable in the circumstances. The independent directors also determined that Albert Ernst, Hazel O'Leary and Lee Stewart, each an independent director of ITC, should oversee the possible selection of independent counsel to the ITC board of directors.

        Later that day, ITC engaged Dykema Gossett PLLC, or Dykema, to advise on the Michigan law aspects relevant to the strategic review process and Stuntz, Davis & Staffier, P.C., as federal energy regulatory counsel to advise on certain regulatory matters relevant to the strategic review process, including potential FERC approvals.

        On November 19, 2015, Ms. O'Leary and Messrs. Ernst and Stewart, after considering potential law firms to act as independent counsel to the ITC board of directors, interviewed representatives of the Jones Day law firm in New York City regarding the possibility of engaging Jones Day to advise the ITC board of directors with respect to the strategic review process. Following the meeting, Jones Day was engaged by the ITC board of directors as its counsel.

        On November 20, 2015, representatives of Barclays, Morgan Stanley and Simpson Thacher provided an update on the strategic review process to ITC's management.

        On November 21, 2015, access to an electronic data room was provided to each party in the strategic review process which had previously entered into a non-disclosure agreement with ITC.

        On November 23, 2015, ITC and Party D entered into a non-disclosure agreement, which included a standstill restriction.

        Also on November 23, 2015, the ITC board of directors held a telephonic meeting, at which members of ITC's management team, including Mr. Hayes, Ms. Mason-Soneral, Ms. McIntyre, Ms. McNulty and Ms. Nisha Chopra, Director of Mergers and Acquisitions and Special Projects, and representatives of Barclays and Morgan Stanley were present. Representatives of Barclays and Morgan Stanley updated the ITC board of directors regarding the strategic review process, which included a discussion of other third parties who might have potential interest in participating. Based in part on this discussion as well as advice from representatives of Barclays and Morgan Stanley that contacting other parties would reasonably be expected to pose further risk to the confidentiality of ITC's strategic review process, the ITC board of directors determined not to contact additional parties at that time in light of its view, informed by such discussion, that the parties already contacted represented the most credible and likely parties able to consummate a potential transaction with ITC. The ITC board of directors again discussed forming an administrative committee of directors to assist the ITC board of directors in connection with a strategic review process.

        On November 24, 2015, representatives of ITC's management held an initial call with Simpson Thacher and Dykema to discuss the framework of a potential merger agreement and potential key legal issues with respect to a possible transaction.

        On November 30, 2015, Party B communicated to a representative of Barclays that it was not in a position to pursue a transaction with ITC and ceased its participation in the process.

        On November 30, 2015, an article appeared in BloombergNews.com, or Bloomberg News, reporting that ITC was working with financial advisors to conduct a sale process and suggesting a transaction value as high as US$45.00 per share. Later that day, ITC issued a press release announcing that the ITC board of directors had commenced a review of ITC's potential strategic alternatives, including a potential sale. The closing price of ITC common stock on the last trading day prior to the article and the issuance of the press release was US$33.75 per share, and the closing price of ITC's

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common shares on the first trading day following the publication of the press release and article was US$37.84 per share.

        In the days immediately following the press release, between November 30, 2015 and December 16, 2015, 26 potentially interested parties contacted representatives of Barclays and Morgan Stanley to inquire about the strategic review process (including Party E, a financial party, and Party F, a strategic party). Representatives of Barclays and Morgan Stanley informed each potentially interested party that it should contact members of ITC management if they wished to participate in the process. Other than Party E and Party F, who later executed non-disclosure agreements, none of the interested parties contacted members of ITC management to engage in any further discussions regarding participation in the process.

        On November 30, 2015, Party C and Party D, with the permission of ITC, executed a teaming agreement to allow Party C and Party D to enter into discussions and arrangements with respect to making a joint proposal with respect to a potential transaction involving ITC.

        On December 1, 2015, at the request of Fortis, ITC's management made a second management presentation to representatives of Fortis.

        On December 2, 2015, the ITC board of directors met at the offices of Jones Day in New York, New York. Ms. Mason-Soneral and representatives of Simpson Thacher and Jones Day participated in the meeting and representatives of Dykema, Barclays and Morgan Stanley participated by telephone. During the portion of the meeting in which only the representatives of Jones Day and the ITC board of directors were present, representatives of Jones Day discussed the directors' fiduciary duties applicable in the circumstances. Representatives of Barclays and Morgan Stanley then provided an overview of the inquiries they had received as a result of the Bloomberg News article and the overall status of the strategic review process. The representatives of Barclays and Morgan Stanley indicated that, as of such date, none of the new potentially interested parties that had reached out after the Bloomberg News article had signed a non-disclosure agreement or formally entered the auction process. Representatives of Simpson Thacher then provided a summary of the key terms of a draft of the merger agreement being prepared as part of the process and responded to questions from the directors. The ITC board of directors also determined to establish an administrative committee of the ITC board of directors, consisting of Mr. Ernst, Ms. O'Leary and Mr. Stewart, to assist the ITC board of directors in connection with the engagement of and interaction with legal and other advisors in connection with the process.

        On December 4, 2015, the administrative committee held a telephonic meeting with representatives of Jones Day, and reviewed with Jones Day the matters discussed in the December 2, 2015 board meeting of the ITC board of directors, as well as the possible desirability and process for the ITC board of directors' retention of an independent financial advisor to the ITC board of directors.

        On December 7, 2015, consistent with the direction of the ITC board of directors, members of the ITC management team held a call with Simpson Thacher to discuss the terms of and finalize the initial draft of the merger agreement to be distributed to participants in the strategic review process.

        On December 7, 2015, Party D informed a representative of Barclays that it was not in a position to pursue a transaction with Party C involving ITC and Party D ceased its participation in the process.

        On December 9, 2015, through ITC's virtual data room established in connection with ITC's strategic review process, a draft of the merger agreement was provided to each continuing participant in the process that had previously executed a non-disclosure agreement with ITC and expressed interest in a potential transaction with ITC, with instructions to submit any comments to the draft merger agreement by January 5, 2016 and a definitive valuation proposal by January 11, 2016.

        On December 10, 2015, following discussion among ITC management and representatives of Barclays and Morgan Stanley concerning Party E's potential interest in a transaction with ITC, ITC and

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Party E entered into a non-disclosure agreement, which included a standstill restriction. On that same day, ITC made a management presentation to representatives of Party C and Party E.

        Also on December 10, 2015, the ITC board of directors held a telephonic meeting, at which members of ITC's management team, including Messrs. Hayes and Jipping and Mmes. Blair, Mason-Soneral, McIntyre and McNulty, and representatives of Jones Day were present. Management of ITC updated the ITC board of directors on the status of the strategic review process, the due diligence process and Party D's withdrawal from the process. Management also informed the ITC board of directors that, other than Party E, none of the other parties who had previously contacted ITC and its financial advisors following the Bloomberg News article had expressed any further interest in exploring a transaction with ITC.

        On December 11, 2015, Party C sought consent from ITC to partner with Party E, and a separate teaming agreement with Party C and Party E was executed on the same day to allow for Party C and Party E to enter into discussions and arrangements with respect to making a proposal with respect to a possible transaction with ITC.

        On December 17, 2015, representatives of ITC's management held a call with representatives of Barclays, Morgan Stanley, Simpson Thacher and Jones Day to provide an update with respect to the strategic review process. Among other things, the status of the diligence process with each potential bidder, including site visits and the number and nature of diligence questions received from the potential bidders, and a preliminary timeline detailing expected deadlines were discussed.

        Later on December 17, 2015, the ITC board of directors held a telephonic meeting at which members of ITC's management, including Mr. Hayes and Mmes. McIntyre and McNulty, and representatives of Barclays, Morgan Stanley and Jones Day were present. Management provided the ITC board of directors with an update regarding the strategic review process, including that Party C had requested permission to enter into a consortium with Party E and Party F in connection with a potential transaction with ITC. The representatives of Barclays and Morgan Stanley then provided an update regarding the inquiries received as a result of the Bloomberg News article and the strategic review process, including that, to date, none of those parties, other than Party E, had followed up after their informal initial outreach. The representatives of Barclays and Morgan Stanley reviewed preliminary financial metrics with respect to a possible strategic transaction. The ITC board of directors then discussed the possibility of hiring a financial advisor that had not previously worked for ITC to advise the ITC board of directors in connection with the strategic review process and other potential strategic alternatives available to ITC, and following extensive discussion, determined that doing so would be advisable.

        Prior to December 18, 2015, following discussion with representatives of Barclays, Morgan Stanley and ITC management concerning their potential interest in a transaction with ITC, Party C, Party E and Party F, or collectively, the Consortium, sought ITC's consent to partner together with respect to a potential transaction with ITC. On December 18, 2015, ITC and Party F entered into a non-disclosure agreement, which included a standstill restriction, and, later that day, the Consortium and ITC executed a teaming agreement to allow the Consortium to enter into discussions and arrangements with respect to a potential transaction with ITC.

        On December 21, 2015, the administrative committee met with representatives of Jones Day. During the meeting, the representatives of Jones Day and the committee interviewed two potential financial advisors, including Lazard, and Jones Day reviewed with the administrative committee in detail the responses of Lazard and the other potential financial advisor to a questionnaire that Jones Day had prepared regarding client and other relationships with ITC and the potential counterparties that had previously been identified to the ITC board of directors.

        On December 23, 2015, because Party F did not join the process until December 18, 2015, ITC held a supplemental management presentation for representatives of the Consortium for the benefit of Party F.

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        On December 24, 2015, the ITC board of directors engaged Lazard to act as the independent financial advisor to the ITC board of directors.

        On December 30, 2015, the administrative committee met in Detroit, Michigan with representatives of Jones Day and Lazard, as well as an individual who had previously been identified by the nominating and governance committee of the ITC board of directors as a candidate for a senior executive position with ITC in connection with the ITC board of directors' ongoing succession planning process. The members of the administrative committee also discussed ITC's ongoing succession planning process in the context of ITC's strategic review process.

        On December 31, 2015, the ITC board of directors held a telephonic meeting to receive an update with respect to the strategic review process and to discuss communication strategy alternatives in connection with various potential outcomes with respect to the strategic review process. Members of ITC management, including Mr. Hayes and Ms. McIntyre, and representatives of Lazard and Jones Day participated in the meeting. Management reviewed with the ITC board of directors the current status of discussions and the diligence process with respect to Fortis and the Consortium, including that each party was instructed to submit mark-ups of the draft merger agreement by January 5, 2016 and a definitive valuation proposal for a transaction with ITC by January 11, 2016.

        On January 3, 2016, the administrative committee met telephonically with representatives of Jones Day and Lazard and discussed the matters discussed at the December 31, 2015 meeting of the ITC board of directors and ITC's ongoing strategic review process generally.

        On January 5, 2016, Fortis submitted a mark-up of a draft of the merger agreement, ITC disclosure schedules and Fortis disclosure schedules to representatives of Barclays and Morgan Stanley. On the same day, the Consortium informed representatives of Barclays and Morgan Stanley that it was not in a position to submit a mark-up of the draft of the merger agreement by the January 5, 2016 deadline, indicating that the Consortium was in the process of finalizing key issues among the three members but expected to deliver a revised draft of the merger agreement on January 11, 2016, along with an indication of value regarding a potential transaction. The Consortium further indicated that its proposal would be subject to completion of the ratings advisory and evaluation process with certain rating agencies and completion of its confirmatory due diligence process, which was estimated to take approximately three to four weeks to complete from the date of acceptance of its proposal. Members of ITC management held a call later that day with representatives of Barclays, Morgan Stanley, Lazard, Simpson Thacher and Jones Day to discuss the revised draft of the merger agreement provided by Fortis and the status of the Consortium's potential bid.

        On January 6, 2016, the ITC board of directors met at ITC's headquarters in Novi, Michigan. Ms. Mason-Soneral and representatives of Lazard were present at the meeting and representatives of Barclays, Morgan Stanley, Simpson Thacher and Jones Day participated telephonically. At the request of the ITC board of directors, representatives of Lazard reviewed the current mergers and acquisitions environment and discussed Lazard's preliminary assessment of the strategic review process. The representatives of Barclays and Morgan Stanley provided an update on the process, including the status of discussions and the diligence process with Fortis and the Consortium. At the request of the ITC board of directors, representatives of Simpson Thacher then discussed their preliminary views and issues regarding the mark-up to the merger agreement delivered by Fortis and received input from the ITC board of directors and ITC management. The ITC board of directors also met in executive session with representatives of Jones Day and Lazard and discussed succession planning in light of the potential lengthy period between signing and closing a transaction due to regulatory approval requirements.

        On January 8, 2016, representatives of Simpson Thacher and White & Case LLP, or White & Case, outside counsel to Fortis, telephonically discussed certain provisions of the mark-up of the merger agreement submitted by Fortis on January 5, 2016. The representatives of Simpson Thacher

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suggested that Fortis consider certain modifications to the Fortis mark-up of the merger agreement, including as to flexibility with respect to certain interim operating covenants, information regarding the potential equity investment by additional investors, certain employee benefits and retention issues and the size of the termination and reverse termination fees. Also on January 8, 2016, Mr. Welch and Mr. Hayes contacted Mr. Perry to discuss whether Fortis would consider modifications to their mark-up to the merger agreement with respect to providing additional flexibility regarding senior management succession planning.

        On January 10, 2016, the administrative committee met telephonically with representatives of Jones Day and Lazard and discussed the progress of the strategic review process, as well as Fortis' view that, should it proceed with a transaction involving ITC, its consent would be required for ITC to make any senior management changes during the period between signing and closing. The administrative committee also discussed Mr. Welch's willingness to continue to serve as Chief Executive Officer of ITC during a transition period and the related effects of doing so under his employment agreement, which, unless amended, would by its terms be extended through December 2017 unless notice of termination was given by November 21, 2016.

        On January 11, 2016, Fortis submitted a proposal to acquire ITC for US$44.25 per share in an all-cash transaction, or the January 11 Fortis Proposal. The January 11 Fortis Proposal permitted ITC to continue to pay its regularly scheduled quarterly dividends, which could be increased by up to 10% beginning on August 1, 2016. The January 11 Fortis Proposal also included executed financing commitment papers with respect to financing for the potential transaction and a memorandum that discussed certain key merger agreement issues that had been discussed between the respective legal advisors of ITC and Fortis. On that same day, the Consortium submitted a proposed mark-up to the merger agreement and a proposal to acquire ITC for US$37.00 per share in an all-cash transaction, subject to, among other things, completion of an advisory and evaluation process with certain rating agencies and completion of its confirmatory due diligence process, which, as previously communicated to ITC by the Consortium, would require an additional three to four weeks to complete.

        Later that day, Mr. Perry contacted Mr. Welch by telephone to withdraw the January 11 Fortis Proposal, indicating that Fortis had received an unexpected unfavorable report from a national debt rating agency service with respect to the proposed transaction structure in the January 11 Fortis Proposal. As a result, ITC's management, in consultation with the ITC board of directors, decided to extend the deadline of the strategic review process.

        On January 15, 2016, Fortis submitted a revised proposal to acquire ITC for US$41.00 per share in a cash and stock transaction consisting of 54% in cash and 46% in Fortis shares, or the January 15 Fortis Proposal. Fortis, together with its financial advisor, reviewed scenarios for the allocation of stock and cash and considered potential financing arrangements, including a minority investment, as well as the resulting debt levels and credit statistics, as Fortis determined an amount of cash that would provide the most compelling offer to ITC shareholders while maintaining its solid investment-grade credit rating.

        On January 16, 2016, the administrative committee met telephonically with representatives of Jones Day and Lazard to discuss the January 15 Fortis Proposal and the strategic assessment process generally.

        On January 16, 2016, a director of ITC affiliated with Party G, a U.S. publicly traded company, informed Mr. Welch that Party G might be interested in exploring a potential merger of Party G and ITC. The ITC director affiliated with Party G verbally expressed an interest in a stock-for-stock transaction with a preliminary valuation of ITC at approximately US$45.00 per share. On January 16, 2016, representatives of an investment banking firm, on behalf of Party G, contacted a representative of Lazard to discuss the potential transaction involving ITC and Party G. Following discussions with a representative of Jones Day and Party G on the same day, the ITC director affiliated with Party G

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informed ITC in writing that, until further notice, he should not receive any information relating to the strategic review process and waived notice of any ITC board of directors meetings so long as the strategic review process was ongoing.

        Pursuant to the direction of the ITC board of directors, during the week of January 18, 2016, representatives of Barclays and Morgan Stanley contacted representatives of Fortis and representatives of the Consortium and requested that they each increase the value of their respective proposals in order to improve the competitiveness of their respective proposals and, in the case of Fortis, that it also increase the portion of the cash consideration to provide further immediately realizable value and certainty of value to ITC's shareholders.

        On January 22, 2016, consistent with the ITC board of directors' direction, representatives of Barclays and Morgan Stanley contacted Party A to discuss submitting a revised proposal to acquire ITC at a price higher than the initial proposal of US$39.00 per share in an all-cash transaction submitted on September 29, 2015. Also on January 22, 2016, the Consortium submitted a revised proposal to acquire ITC at US$37.35 per share in an all-cash transaction, a US$0.35 per share increase from its January 11, 2016 proposal.

        On January 23, 2016, representatives of Barclays and Morgan Stanley and the chief executive officer and other representatives of Party A discussed whether Party A continued to have a potential interest in a transaction with ITC, and requested that Party A make a revised proposal if it remained interested. The representatives of Party A requested additional information in order to assess whether it would make a revised proposal in connection with the strategic review process. On January 25, 2016, ITC provided the requested information to Party A to aid in its evaluation.

        On January 23, 2016, the administrative committee met telephonically with representatives of Jones Day and Lazard to discuss the status of the strategic review process.

        On January 25, 2016, the ITC board of directors held a telephonic meeting to receive an update with respect to the strategic review process. Ms. Mason-Soneral and representatives of Barclays, Morgan Stanley, Lazard, Simpson Thacher and Jones Day participated in the meeting. Representatives of Barclays and Morgan Stanley provided an update with respect to the revised Fortis proposal, the revised Consortium proposal and the current status of discussions with Party A and Party G. The board discussed the status of the process and directed ITC's management, with the assistance of Barclays, Morgan Stanley and Lazard, to undertake further reverse due diligence regarding Fortis in order to better understand the value of Fortis stock that potentially could be issued should ITC pursue a transaction with Fortis, and continue to pursue a potential transaction with Party G and any other party continuing in the process.

        Following the January 25, 2016 meeting of the ITC board of directors, representatives of Barclays and Morgan Stanley contacted representatives of Party A, the Consortium, Party G and Fortis and advised such parties to submit their best and final proposals in advance of the meeting of the ITC board of directors tentatively scheduled for late in the week of February 1, 2016.

        On January 26, 2016, Party G submitted a letter to ITC expressing its interest in a stock-for-stock merger with ITC valuing ITC within a range of US$39.00 to US$42.00 per share and indicated that Party G would need approximately three weeks to complete confirmatory due diligence.

        On January 27, 2016, ITC and its advisors commenced additional reverse due diligence of Fortis. In addition, ITC and Party G entered into a non-disclosure agreement, which included a standstill restriction, with respect to a potential transaction between ITC and Party G, and Party G was provided a draft of the merger agreement and disclosure schedules through ITC's virtual data room established in connection with the strategic review process.

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        On January 29, 2016, ITC made a management presentation to representatives of Party G, following which ITC and its advisors provided a list of reverse due diligence questions to Party G.

        On January 29, 2016, Fortis provided initial responses to the reverse due diligence questions prepared by ITC and its advisors. On February 1, 2016, ITC and its advisors provided Fortis an additional set of reverse due diligence questions, which were supplemented based on the January 29, 2016 due diligence responses provided by Fortis.

        Also on January 29, 2016, at ITC's request, Party A verbally reaffirmed its all-cash offer to acquire ITC at US$39.00 per share and indicated that it would not increase its proposed valuation.

        On February 1, 2016, an article appeared in Bloomberg News stating that ITC had received bids to acquire ITC, including a bid from Fortis. The closing price of ITC common stock on this date was US$40.33 per share.

        On February 3, 2016, Fortis delivered to ITC a revised proposal to acquire ITC in a cash and stock transaction consisting of a fixed exchange ratio of 0.7520 Fortis common shares plus US$22.57 in cash for each share of outstanding ITC stock. The proposal represented total value of US$44.46 per share of ITC common stock based on the closing price of Fortis common shares of $40.86 and an exchange rate of 0.712504 Canadian dollars per US dollar as of February 2, 2016. Fortis also delivered a revised draft of the merger agreement with its proposal.

        On February 3, 2016, Party G delivered to ITC a revised proposal, proposing to acquire ITC in an all-stock transaction valuing ITC within a range of US$40.00 to US$43.00 per share. Party G also indicated that it would require approximately three additional weeks to complete its due diligence of ITC upon being granted access to the virtual data room. Party G did not submit a mark-up of the draft merger agreement.

        On February 4, 2016, the ITC board of directors met in Novi, Michigan. Present at the meeting were members of the management team of ITC and representatives of Lazard, Barclays, Morgan Stanley, Simpson Thacher and Jones Day. At the meeting, representatives of Barclays, Morgan Stanley, Lazard and Simpson Thacher each provided the ITC board of directors with an update regarding the strategic review process, including the current proposals from Fortis, Party A, the Consortium and Party G. The ITC board of directors reviewed the proposals and discussed the terms of each with the legal and financial advisors of ITC and the management of ITC and its financial and legal advisors. Representatives of the financial advisors reviewed with the ITC board of directors their preliminary valuation analyses with respect to the various proposals and ITC's strategic plan. Representatives of the legal advisors provided an overview of the material issues raised by Fortis' mark-up of the merger agreement and the regulatory process relating to the proposals. ITC management reviewed with the ITC board of directors the results to date of its due diligence investigation of Fortis. After extensive consideration and discussion, including as to the merits and risks of pursuing a transaction as compared to ITC continuing to pursue its strategic plan as a stand-alone entity, as well as the merits and risks of the various proposals, the ITC board of directors directed senior management to inform Fortis that it was willing to engage in discussions regarding a potential transaction, as long as Fortis provided access for ITC to conduct further reverse due diligence, and that management should also continue to pursue the other potential bidders, including requesting additional information from Party G to assess its proposal.

        On February 4, 2016, members of ITC's management team and ITC's financial and legal advisors prepared and delivered to Fortis a supplemental set of due diligence questions.

        On February 5, 2016, Fortis' management team made a telephonic presentation to ITC's management team and representatives of Barclays, Morgan Stanley, Lazard, Jones Day and Simpson Thacher regarding the operations and strategic plan of Fortis. On the same day, Fortis had a conference call with ITC's management team and representatives of Barclays, Morgan Stanley, Lazard

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and Simpson Thacher to address outstanding due diligence items, including tax, accounting, regulatory, operations, legal and other matters.

        Between February 5, 2016 and the evening of February 8, 2016, representatives of ITC, Fortis, Simpson Thacher, Jones Day and White & Case negotiated and exchanged multiple drafts of the merger agreement and disclosure schedules and held multiple conference calls to discuss and negotiate the outstanding issues in the merger agreement and disclosure schedules.

        On February 6, 2016, representatives of Lazard provided a list of reverse due diligence questions to representatives of Party G.

        On February 7, 2016, the administrative committee held a telephonic meeting with representatives of Jones Day and Lazard to discuss the developments since the February 4, 2016 meeting of the ITC board of directors and the strategic review process generally.

        Also on February 7, 2016, the ITC board of directors held a telephonic meeting to discuss the strategic review process. Members of ITC's management team and representatives of Barclays, Morgan Stanley, Lazard, Simpson Thacher and Jones Day updated the ITC board of directors on ITC's due diligence of Fortis and on the status of the other proposals, including the price and relative conditionality of such proposals. The ITC board of directors discussed and compared the valuation of Fortis' proposal, the other proposals and ITC's strategic plan. Additionally, representatives of Simpson Thacher advised the ITC board of directors on the current terms of the draft of the merger agreement as proposed by Fortis. The non-executive members of the ITC board of directors also met with the representatives of Jones Day and discussed Fortis' position that, should it proceed with a transaction involving ITC, its consent would be required for ITC to make senior management changes between signing and closing of a transaction. The representatives of Jones Day informed the independent directors that, in order to respond to Fortis' position and minimize potential future costs to ITC in the event that the potential transaction ultimately did not close, they had discussed with Mr. Welch the possibility of amending his existing employment to, among other things, provide that his employment would become "at will" effective as of December 21, 2016.

        In the evening of February 7, 2016, Messrs. Welch and Perry had a telephonic call to negotiate remaining open issues in the possible merger agreement, including the amount of termination fees payable by ITC and Fortis under certain circumstances and certain employee benefits and retention related matters.

        On February 8, 2016, the ITC board of directors held a telephonic meeting with members of ITC's management and representatives of Barclays, Morgan Stanley, Lazard, Simpson Thacher, Jones Day and Dykema also in attendance. The representatives of Jones Day reminded the ITC board of directors of the prior discussions regarding the duties of directors in circumstances like those presented and also reviewed the duties of directors generally applicable to the consideration of a transaction like that under consideration. The representatives of Jones Day reviewed the interests of directors in the possible transaction that were in addition to or different from the interests of shareholders generally, as described in the section entitled "—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus. Management updated the ITC board of directors on the status of discussions and negotiations with respect to a potential transaction with Fortis and with respect to the results of ITC's reverse due diligence investigation of Fortis. Representatives of Simpson Thacher reviewed the material terms of the merger agreement, explaining how outstanding issues since the prior meeting of the ITC board of directors were proposed to be resolved, including the amount of termination fees payable by ITC and Fortis under certain circumstances and certain employee benefits and retention related matters. The representatives of each of Barclays, Morgan Stanley and Lazard then reviewed with the ITC board of directors their respective financial analyses of each of ITC and Fortis on a stand-alone basis and of the merger consideration offered by Fortis, including comparisons of the merger consideration offered by Fortis to the proposals

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from Party A, the Consortium and Party G. After discussion with the ITC board of directors, Barclays, Morgan Stanley and Lazard rendered their respective firms' oral opinions, which were in each case confirmed by delivery of a written opinion dated as of the date of the merger agreement, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, qualifications and limitations upon the review undertaken in preparing such opinions, the merger consideration to be paid to the holders of ITC common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders (other than excluded holders, in the case of Lazard's opinion). For a more detailed discussion of Barclays', Morgan Stanley's and Lazard's opinions and such material financial analyses, see the section entitled "—Opinions of ITC's Financial Advisors" beginning on page [·] of this proxy statement/prospectus.

        During the course of the February 8, 2016 ITC board of directors' meeting, Party G delivered a revised proposal to enter into a transaction with ITC in an all-stock transaction, valuing ITC at approximately US$43.25 per share and indicating that Party G would require approximately two additional weeks to complete its due diligence. The ITC board of directors, with the assistance of the financial advisors, reviewed the revised Party G proposal, noting that the multiple of earnings at which ITC is valued and multiple of earnings at which companies in the industry in which Party G operated are valued would likely result in substantial degradation in value for ITC shareholders if the two companies were combined, and that there was a substantial risk that Fortis would abandon its pursuit of ITC, or adversely change the terms of its proposal, were ITC to delay the process for the period of time that Party G indicated it would require to finalize its proposal. The ITC board of directors also discussed the strategic, business and legal considerations relating to the proposed transaction with Fortis, the risks and benefits of the transaction compared to other alternatives available to ITC, including the recently received proposal from Party G, and the terms of the merger agreement. See the section entitled "—ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors" beginning on page [·] of this proxy statement/prospectus. The non-executive directors then met in executive session with representatives of Jones Day and Lazard to discuss the possible amendment to Mr. Welch's employment agreement in connection with the transactions on the terms described in the section entitled "—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus, as negotiated by representatives of Jones Day in consultation with the chairman of the compensation committee of the ITC board of directors. The independent directors discussed the fact that, absent the amendment, Mr. Welch's employment agreement would automatically renew under the provisions of his employment agreement unless ITC gave notice of non-renewal prior to November 21, 2016. Thereafter, the independent directors voted to recommend to the full board that it authorize ITC to pursue the transaction proposed by Fortis. The full board then reconvened with representatives of management, Barclays, Morgan Stanley, Simpson Thacher and Dykema also rejoining the meeting. Following further discussion, the members of the ITC board of directors in attendance at the meeting (which excluded the ITC director affiliated with Party G) unanimously (1) determined that it was in the best interests of ITC and its shareholders, and declared it advisable, to enter into the merger agreement, (2) approved the execution, delivery and performance of the merger agreement and the consummation of the merger contemplated thereby, on the terms and conditions set forth in the merger agreement, and (3) resolved to recommend approval of the merger agreement by ITC's shareholders. The directors (with Mr. Welch abstaining) also approved the amendment to Mr. Welch's employment agreement.

        In the evening of February 8, 2016, the Fortis board of directors held a telephonic meeting, at which management of Fortis and Fortis' financial and legal advisors reviewed the proposed transaction between Fortis and ITC. Following discussion, the Fortis board of directors unanimously adopted resolutions approving the merger substantially in the form contemplated by the merger agreement and the other transactions and agreements contemplated by the merger agreement, including the share issuance and its obligation to recommend that the shareholders of Fortis vote in favor of the approval of the share issuance.

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        On February 9, 2016, ITC, Fortis, FortisUS and Merger Sub executed the merger agreement and related documents. Fortis also delivered executed copies of the debt commitment letters on the same day. ITC and Fortis issued a joint press release announcing the execution of the transaction documents before the opening of the U.S. and Canadian markets on February 9, 2016.

        The standstill provisions in the non-disclosure agreements between ITC and Parties A, B, C, D, E, F and G ceased to be effective or by their terms permitted such party to make private proposals or offers or the ability to seek a waiver of such standstill provision following the execution of the merger agreement and related documents.

Board of Directors and Management of Fortis and ITC after the Merger

        Upon completion of the merger, the current directors and executive officers of Fortis are expected to continue in their current positions, other than as may be publicly announced by Fortis in the normal course. Fortis' shareholders will be asked to elect the 10 directors currently serving and two new director nominees, Margarita K. Dilley and Jo Mark Zurel, to serve as the 12 members of the Fortis board at the May 5, 2016 annual and special meeting of Fortis shareholders. Ms. Dilley, 58, has served as a member of the board of directors of CH Energy Group, Inc. since 2004 and as its Chair since January 2015. Previously, she served as Vice President and Chief Financial Officer of ASTROLINK International LLC from 1998 to 2004. Ms. Dilley holds bachelor's degrees in chemistry and history from Cornell University, a master's degree in chemistry from Columbia University and a master's degree in business administration from Wharton Graduate School, University of Pennsylvania. Mr. Zurel, 52, has served as President and Owner of Stonebridge Capital Inc. since 2006. Previously, he served as Senior Vice President and Chief Financial Officer of CHC Helicopter Corporation (NYSE: HELI) from 1998 to 2006. Mr. Zurel has served as a member of the board of directors of Newfoundland Power since 2008 and as its Chair since 2012. He is a Chartered Accountant and holds a bachelor's degree in commerce from Dalhousie University.

        It is anticipated that the executive officers of ITC will continue in their existing capacity in the surviving corporation. Immediately following the completion of the merger, the ITC board of directors will be comprised of not more than nine directors, including the chief executive officer of ITC. Within six months following the closing of the merger, the ITC board of directors will be comprised of the chief executive officer of ITC, a minority of directors serving as representatives of Fortis and a majority of "independent" directors. ITC's chief executive officer, ITC's board of directors and Fortis' board of directors will make recommendations regarding the identification and appointment of the "independent" directors, which will be "independent" of MISO and the Southwest Power Pool Inc., or SPP. Further, Joseph Welch, current Chief Executive Officer, President and Chairman of ITC, will be permitted to attend, but not participate in, all meetings of the Fortis board of directors during the period from the effective time until the first annual general meeting of Fortis shareholders following the merger. Fortis shall use its reasonable efforts to cause Mr. Welch to be elected to the Fortis board of directors at the first and second annual general meetings of Fortis shareholders after the merger, unless he is still then the Chief Executive Officer of the surviving corporation, in which case such appointee to the Fortis board of directors would be a person mutually agreed by the board of directors of the surviving corporation and the Fortis board of directors, in consultation with Mr. Welch.

        Information about Mr. Welch and Fortis' current directors and executive officers can be found in the documents listed under "Where You Can Find Additional Information" and in the section entitled "Additional Information about Fortis—Management of Fortis—Fortis Directors and Executive Officers" beginning on page [·] of this proxy statement/prospectus.

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Fortis' Reasons for the Merger

        Fortis is focused on regulated activities in Canada, the United States and the Caribbean, including gas and electric utilities, and non-regulated long-term contracted electricity generation. The merger with ITC supports Fortis' strategic framework, which focuses on growth, operational excellence and prudent capital allocation. The generation of synergy savings is not the driving force of the merger. Rather, the merger will create a stronger and larger platform for future growth for both companies. Accordingly, there have been no calculations undertaken regarding any potential synergistic savings. In approving the merger and the other transactions contemplated by the merger agreement, the Fortis board considered a variety of factors related to these strategic priorities, including the following:

    the addition of ITC, the largest independent regulated electric transmission utility in the United States, is expected to allow Fortis to become one of the top 15 North American public utilities ranked by enterprise value, establishing scale and an additional platform for rate base growth and investment opportunity in a supportive FERC regulatory environment;

    the proposed transaction is expected to be accretive to earnings per common share in the first full year following closing (excluding one-time merger-related expenses) and, together with ITC's predictable cash flows, the transaction is expected to support Fortis' average annual dividend growth target of 6% through 2020;

    the acquisition of ITC represents an opportunity for Fortis to significantly diversify its business in terms of regulatory jurisdictions, increase regional economic diversity, and lower overall regulatory risk;

    the FERC-regulated electric transmission sector generates stable and predictable cash flows without commodity or fuel exposure;

    the addition of ITC's portfolio of regulated utilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas, Oklahoma and Wisconsin to Fortis' utilities in five Canadian provinces, the U.S. states of New York and Arizona and three Caribbean countries will further reduce Fortis' exposure to a downturn in any particular region served by the Fortis utilities;

    ITC's tariff rates are regulated by FERC, which provides reasonable returns and equity ratios using a forward-looking rate setting mechanism with an annual true-up, providing timely cost recovery and reducing regulatory lag;

    the availability of FERC incentive "adders" for, among other things, the ownership and operation of transmission by independent transmission companies;

    ITC's proven track record of successfully executing capital programs on time and on budget will help ensure Fortis is positioned to benefit from the significant need for capital investment in the aging U.S. electric transmission sector to improve reliability, expand access to power markets, allow new generating resources to interconnect to the transmission system and lower the overall cost of energy delivery;

    with its economies of scale and geographic footprint, ITC is favorably positioned to participate in the significant transmission investment opportunity fostered by clean energy policies;

    ITC's experienced and execution-focused management team will continue to operate independently under the ownership structure of Fortis, with the benefit of access to additional capital and the utility management experience and expertise of Fortis;

    the track record of ITC management of delivering strong earnings per share growth, total shareholder return, cash flow from operations and operational efficiencies, while delivering safe, reliable and cost efficient energy service;

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    the ability of Fortis to maintain its financial strength and an investment grade credit rating through execution and closing of the transaction;

    Fortis' management's belief that Fortis and ITC have similar corporate cultures and values;

    the fact that in connection with the transaction, Fortis will become a publicly traded company in the U.S., which is expected to provide Fortis with greater access to capital and future financing sources (see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Fortis—Overview—Pending Merger with ITC" beginning on page [·] of this proxy statement/prospectus);

    the transaction is expected to offer Fortis the ability to compete more effectively in a consolidating industry;

    Fortis will be entitled to a termination fee of US$245 million under certain circumstances if the merger agreement is terminated by Fortis or ITC;

    the annual dividend growth rate of Fortis, together with the enhanced pipeline for new projects and potential growth opportunities through the addition of ITC, should enhance the attractiveness of the combined company to investors;

    the transaction will strengthen the position of Fortis in the United States; and

    the required regulatory approvals from certain state and U.S. federal agencies, including FERC, FTC/DOJ, CFIUS and FCC are expected to be received prior to the end date. For more information about the status of these applications, see the section entitled "—Regulatory Approvals Required for the Merger" beginning on page [·] of this proxy statement/prospectus.

        In connection with its deliberations relating to the merger, the Fortis board also considered potential risks and negative factors concerning the merger and the other transactions contemplated by the merger agreement, including the following:

    the risk that the transaction might not be completed in a timely manner or at all;

    the risk that the regulatory approval process could result in undesirable conditions, impose burdensome terms, and/or result in increased pre-tax transaction costs;

    the potential length of the regulatory approval process and the related period of time during which Fortis will be subject to the restrictions in the merger agreement;

    the effect that the length of time from announcement until closing could have on the market price of Fortis common shares, Fortis' operating results (particularly in light of the significant costs incurred in connection with the merger), and the relationships with Fortis' employees, shareholders, customers, partners and others that do business with Fortis;

    the fact that the merger agreement provides for a fixed exchange ratio and that no adjustment will be made in the merger consideration to be received by ITC shareholders in the merger as a result of a possible increase in the trading price of Fortis' common shares following the announcement of the merger, while noting that the significant cash portion of the merger consideration will reduce the impact of an increase in the trading price of Fortis common shares on the value of the merger consideration;

    potential challenges associated with coordinating Fortis' and ITC's operations;

    the fact that Fortis has limited experience in the independent transmission industry;

    the risk that any inability to maintain the current management team of ITC could affect the combined company, as Fortis recognizes the value of ITC's management and expertise and the value that ITC's local management brings to ITC's utilities;

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    potential negative regulatory outcomes and the impact on allowed ROE that may result from the base rate complaints against certain of the ITC regulated operating subsidiaries;

    the risk that if the merger agreement is terminated, Fortis may be obligated to pay a termination fee of US$245 million or US$280 million under certain circumstances;

    the fact that the merger agreement provides for the ability of the ITC board of directors to, under certain circumstances, in a manner adverse to Fortis, withhold, withdraw, amend, modify or qualify its recommendation that ITC shareholders approve the merger agreement;

    the enhanced regulatory burden and risk of exposure to litigation and regulatory action as a result of Fortis becoming a registrant with the SEC and having its common shares listed on the NYSE;

    the potential impact on the market price of Fortis common shares as a result of the issuance of the share consideration to ITC shareholders and the listing of the common shares on the NYSE;

    the fact that Fortis will incur substantial additional indebtedness in connection with the merger that could adversely affect Fortis and its financial position, including its credit rating;

    the absence of a financing condition and ITC's ability to specifically enforce Fortis' obligations under the merger agreement;

    the potential that increases in interest rates could lead to the combined company's growth opportunities being delayed or not pursued;

    the risk and likelihood of litigation arising against ITC and Fortis in connection with the merger; and

    the fact that no material synergy savings are expected to result from the merger.

        The foregoing discussion of factors considered by the Fortis board is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Fortis board did not attempt to quantify, rank or otherwise assign any relative or specific weights to the factors that it considered in reaching its determination to approve the merger and the merger agreement. In addition, individual members of the Fortis board may have given differing weights to different factors. The Fortis board conducted an overall review of the factors described above and other material factors, including through discussions with, and inquiry of, Fortis' management and outside legal and financial advisors.

ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors

        The ITC board of directors carefully evaluated the merger agreement and the transactions contemplated thereby. At a special meeting of the ITC board of directors held on February 8, 2016, the members of the ITC board of directors who were present (which were all of the directors, except the ITC director affiliated with Party G) unanimously (i) determined that it was in the best interests of ITC and its shareholders, and declared it advisable, to enter into the merger agreement, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the merger contemplated thereby, on the terms and conditions set forth in the merger agreement, and (iii) resolved to recommend approval of the merger agreement by ITC's shareholders. Accordingly, the ITC board of directors recommends that ITC shareholders vote "FOR" the merger proposal.

        In the course of reaching its recommendation, the ITC board of directors consulted with ITC's senior management and its and ITC's financial advisors and legal counsel and considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to ITC and its

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shareholders. The ITC board of directors believed that, taken as a whole, the following factors supported its decision to approve the proposed merger:

    Strategic Alternatives.  The ITC board of directors, with the assistance of Lazard, Barclays and Morgan Stanley, as financial advisors, and Jones Day and Simpson Thacher, as legal advisors, considered the strategic, business and legal considerations relating to a potential transaction with Fortis and the risks and benefits of a potential strategic transaction compared to other potential strategic alternatives, including the stand-alone prospects of ITC and the other indications of interest for ITC elicited in the strategic review process, and concluded that while each of such other potential alternatives had a variety of qualitative factors that could make it attractive or cause concerns, a potential strategic transaction with Fortis would likely deliver value to ITC shareholders that was higher than the values that could be achieved for ITC shareholders in other potential strategic alternatives.

    Strategic Review Process.  ITC's management actively sought proposals from other parties it believed, after consultation with Barclays and Morgan Stanley, were potential parties most likely to be able to consummate a potential strategic transaction with ITC (as more fully described under the section entitled "—Background of the Merger" beginning on page [·] of this proxy statement/prospectus). The ITC board of directors determined that the merger is more favorable to ITC shareholders than the other alternatives available, based in part on the process employed to explore ITC's strategic alternatives, during which representatives of ITC sought offers from various potential buyers, none of whom made an offer at a value greater than the merger consideration. The ITC board of directors also noted that the fact that ITC had commenced a review of its strategic alternatives had become publicly known in late November 2015 and no superior proposal had surfaced.

      The ITC board of directors was aware of the interests of the directors and executive officers in a potential strategic transaction (as described in "—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus), that none of the current ITC directors (other than the Chief Executive Officer) was expected to have a continuing role with ITC if a merger or sale transaction resulted from the strategic assessment process and the impact of the strategic assessment process on the ITC board of directors' ongoing management succession process. The independent directors took steps that they believed were appropriate in this regard, including hiring separate independent financial and legal advisors, establishing the administrative committee to assist the ITC board of directors in connection with its retention of and interaction with its advisors and meeting separately without management (including the Chief Executive Officer) at the November 12, 2015, December 2, 2015, December 17, 2015, December 31, 2015, January 6, 2016, February 4, 2016, February 7, 2016 and February 8, 2016 meetings of the ITC board of directors and all of the meetings of the administrative committee at which ITC's strategic alternatives were considered.

    Merger Consideration.  The value of the merger consideration to be received by ITC shareholders in relation to (i) the market prices of ITC common stock prior to the ITC board of directors' approval of the merger agreement, prior to the time ITC first considered the possibility of a business combination with Fortis in January 2016 and prior to the November 30, 2015 Bloomberg News article indicating that ITC was exploring a strategic review process, and (ii) the ITC board of directors' assessment, based on its and ITC management's experience and knowledge of the industry, and advice from its and ITC's financial advisors, of the value of ITC as an independent entity and opportunities that could be available to ITC were it to continue to operate on a stand-alone basis (including limited transmission acquisition targets in the current mergers and acquisitions environment), taking into consideration the continued costs, risks and uncertainties associated with continuing to operate independently, including the increasingly less

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      accommodative regulatory environment (including the potential risks arising out of incentive entitlements), ITC's capital structure and level of indebtedness, various perceived risks associated with merchant and non-traditional development projects, ITC's relatively limited geographic footprint, a weakened development pipeline due to competition, the difficulty of identifying long-term growth drivers and projects, management succession risks, and interest rate and other macro-environmental effects on valuation levels in ITC's industry.

    Premium to Trading Price of ITC Common Stock.  The fact that the implied value of the merger consideration of US$44.90 per share, based on the February 8, 2016 closing price of Fortis common shares, represented a premium over the market prices at which ITC common stock had previously traded, including a premium of approximately:

    14% over the closing price per share of ITC common stock on February 8, 2016, the last full trading day prior to the approval of the merger agreement by the ITC board of directors;

    33% over the closing price per share of ITC common stock on November 27, 2015, the last full trading day prior to the Bloomberg News article indicating that ITC was exploring a strategic review process; and

    37% over the 30-day average unaffected share price prior to November 27, 2015.

    Uncertainty of Future Common Stock Market Price.  The ITC board of directors considered ITC's business, assets, financial condition, results of operations, management, competitive position and prospects, as well as current industry, economic and stock and credit market conditions. The ITC board of directors also considered ITC's financial plan and the initiatives and the potential execution risks associated with such plan. In connection with these considerations, the ITC board of directors considered the attendant risk that, if ITC did not enter into the merger agreement with Fortis, the price that might be received by ITC shareholders selling shares of ITC common stock in the open market could be less than the merger consideration.

    Negotiation Process.  The fact that the terms of the merger agreement were the result of robust arm's-length negotiations conducted by ITC and its financial and outside legal advisors and the benefits that ITC and its advisors were able to obtain during its extensive negotiations with Fortis. The ITC board of directors believed that the consideration reflected in the merger agreement was the best transaction that could reasonably be expected to be obtained by ITC shareholders from a potential acquirer at the time, and that there was no assurance that a more favorable opportunity to sell ITC would arise later or through any alternative transaction.

    Significant Portion of Merger Consideration in Cash.  The fact that a significant portion of the merger consideration will be paid in cash, giving ITC shareholders the opportunity to immediately realize value for a significant portion of their investment and providing certainty of value with respect to a substantial portion of the merger consideration.

    Fixed Stock Portion of Merger Consideration.  The fact that because the stock portion of the merger consideration is based on a fixed exchange ratio (subject to adjustment in limited circumstances as provided in the merger agreement), ITC shareholders will have the opportunity to benefit from any increase in the trading price of Fortis common shares between the announcement of the merger agreement and the completion of the merger. In this regard, the ITC board of directors believed, based in part on the advice of its financial advisors, that the historical trading multiples of Fortis and ITC have been relatively close and, as a result, it was unlikely that, absent significant dislocation in the capital markets or developments particularly affecting Fortis, there would be a substantial long-term degradation in the value of the stock portion of the merger consideration that might otherwise occur were ITC to combine in a stock-for-stock transaction with a company generally having a higher multiple of earnings, such

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      as Party G. In addition, the significant cash portion of the merger consideration was expected to mitigate the impact of a decline in the trading price of Fortis common shares on the aggregate value of the merger consideration.

    Balance of Stock and Cash Merger Consideration.  The fact that the mixed stock and cash nature of the merger consideration offers ITC shareholders a balance of immediate certain value and the opportunity to participate in future earnings and growth of the combined company.

    Participation in Potential Upside.  The opportunity afforded by the stock portion of the merger consideration for the ITC shareholders to participate in any future earnings or growth of the combined company, which would have enhanced scale and reach, and future appreciation in the value of Fortis common shares following the merger should they determine to retain the Fortis common shares payable in the merger.

    Fortis Dividend Policy.  The fact that Fortis has declared and paid cash dividends on Fortis shares that exceeds those declared and paid by ITC on its shares of common stock.

    Financial Advisors' Financial Analyses and Opinions.  The financial analyses presented to the ITC board of directors by each of Lazard, Barclays and Morgan Stanley on February 8, 2016, which were in each case confirmed by delivery of a supporting written opinion to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, qualifications and limitations upon the review undertaken by Lazard, Barclays and Morgan Stanley in connection with their respective written opinions, the merger consideration to be received by the holders of ITC common stock in connection with the merger was fair, from a financial point of view, to such holders (other than excluded holders, in the case of Lazard's opinion). For a more detailed discussion of Lazard's, Barclays' and Morgan Stanley's opinions, see "—Opinions of ITC's Financial Advisors" beginning on page [·] of this proxy statement/prospectus.

    Regulatory Efforts to Consummate the Merger.  The obligation of Fortis in the merger agreement to take all actions and do all things necessary, proper or advisable to make the appropriate regulatory filings and obtain all consents required from governmental authorities in order to consummate the merger, including taking any actions and agreeing to any requirements, commitments, restrictions, rate, capitalization or other concessions or conditions as may be requested by a governmental authority and proposing, negotiating, committing to and effecting any sale, divestiture or other commitment with respect to the assets, businesses or services of Fortis or its subsidiaries and affiliates (including, after giving effect to the merger, ITC).

    Likelihood of Consummation.  The likelihood that the merger would be completed, in light of, among other things, the conditions to the merger, the absence of a financing condition, the efforts required to obtain regulatory approvals and the provisions of the merger agreement in the event of various breaches by Fortis.

    Terms of the Merger Agreement.  The terms and conditions of the merger agreement, including:

    the representations, warranties and covenants of the parties, the conditions to the parties' obligations to complete the merger and their ability to terminate the merger agreement;

    the provisions of the merger agreement that allow ITC to engage in negotiations with, and provide information to, a third party that makes an unsolicited written bona fide proposal relating to an alternative transaction, if the ITC board of directors has determined in good faith, after consultation with its and ITC's legal counsel and financial advisors, that failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties under applicable law;

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      the provisions of the merger agreement that allow the ITC board of directors to change its recommendation in favor of the adoption of the merger agreement in response to a superior proposal and certain intervening events and/or terminate the merger agreement in order to accept a superior proposal if the ITC board of directors has determined in good faith, after consultation with its and ITC's legal counsel and financial advisors, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

      the belief of the ITC board of directors that the termination fee provisions were not likely to unduly discourage competing third-party proposals or reduce the price of such proposals, that such provisions are customary for transactions of this size and type, and that the US$245 million termination fee, representing approximately 3.5% of the equity value implied by the proposed transaction, was reasonable in the context of comparable transactions;

      the ability of ITC to specifically enforce the terms of the merger agreement; and

      the fact that, if either ITC or Fortis terminates the merger agreement as a result of a failure to obtain regulatory approvals (subject, in certain circumstances, to the satisfaction of other closing conditions), Fortis would be obligated to pay ITC a US$280 million termination fee.

    Fortis' Business and Reputation.  The results of the due diligence investigation that ITC's senior management conducted with the assistance of its advisors with respect to certain aspects of Fortis, Fortis' business reputation and the capabilities of Fortis and its management.

    Financing Strength of Fortis.  The likelihood that Fortis would be able to finance the merger given Fortis' financial resources, financial profile and the financing commitments that it obtained from Goldman Sachs Bank USA, or Goldman Sachs Bank, and The Bank of Nova Scotia, or BNS.

    Shareholders' Ability to Reject the Merger.  The fact that the merger is subject to approval by ITC shareholders, who would be free to reject the merger.

        The ITC board of directors also considered certain potentially negative factors in its deliberations concerning the merger, including the following:

    Industry Multiple Increase.  The fact that the equity multiples had generally increased for comparable publicly traded companies in recent months, thereby increasing the trading prices and intrinsic valuations of comparable companies.

    Fixed Stock Portion of Merger Consideration.  The fact that, because the stock portion of the merger consideration is a fixed exchange ratio of Fortis common shares to ITC common stock (subject to adjustment in limited circumstances as provided in the merger agreement), ITC shareholders could be adversely affected by decreases in the trading price of Fortis common shares during the pendency of the merger, as well as after the merger if completed, and the fact that the merger agreement does not provide ITC with a price-based termination right or other similar protection. The ITC board of directors determined that this structure was appropriate and the risk acceptable in view of factors such as:

    the ITC board of directors' review of the relative intrinsic values and financial performance of Fortis and ITC; and

    the fact that a significant portion of the merger consideration will be paid in a fixed cash amount which mitigates the impact of a decline in the trading price of Fortis common shares on the aggregate value of the merger consideration.

    ITC's Stand-Alone Prospects.  The ITC board of directors' assessment, based on its and ITC management's experience and knowledge of the industry, and advice from its and ITC's financial

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      advisors, of the strengths of and opportunities that could be available to ITC were it to continue to operate on a stand-alone basis and the value of ITC as an independent entity, including its status as the largest independent electric transmission company, the historically constructive FERC regulatory environment, its strong near-term earnings growth, its manageable near-term financing needs given its strong operating cash flows, its strong development and operational expertise, its strong free cash flow profile, recent policies that could be likely to spur transmission development opportunities in the buildout of the U.S. transmission grid, the possibility of identifying incremental development opportunities outside of ITC's current operating footprint, the potential for alternative structures for ITC and associated value benefits thereof and its potential to execute on non-traditional development projects.

    Smaller Ongoing Equity Participation in the Combined Company by ITC Shareholders.  The fact that because only a limited portion of the merger consideration will be in the form of Fortis common shares, ITC shareholders will have a smaller ongoing equity participation in the combined company (and, as a result, a smaller opportunity to participate in any future earnings or growth of the combined company and future appreciation in the value of Fortis common shares following the merger) than they have in ITC.

    Regulatory Risk.  The risk that necessary regulatory approvals may be delayed, conditioned or denied, notwithstanding Fortis' obligation in the merger agreement to take all actions and do all things necessary, proper or advisable to make the appropriate regulatory filings and obtain all consents required from governmental authorities in order to consummate the merger.

    Risk of Non-Completion.  The possibility that the merger might not be completed, including as a result of the failure to obtain regulatory approvals, the failure of ITC shareholders to approve and adopt the merger agreement or the failure of Fortis shareholders to approve the issuance of the stock portion of the merger consideration, and the effect that the resulting public announcement of the termination of the merger agreement may have on:

    the trading price of ITC common stock; and

    ITC's business and operating results, particularly in light of the costs incurred in connection with the transaction.

    Possible Effect of Competing Bidders.  The risk that various provisions of the merger agreement, including the requirement that ITC pay to Fortis a termination fee of US$245 million if the merger agreement is terminated under certain circumstances, may discourage other parties potentially interested in an acquisition of, or combination with, ITC from pursuing that opportunity.

    Possible Disruption of the Business and Costs and Expenses.  The possible disruption to ITC's business that may result from the merger, the resulting distraction of ITC's management and potential attrition of ITC's employees, as well as the costs and expenses associated with completing the merger.

    Restrictions on Operation of ITC's Business.  The requirement that ITC continue to conduct its business in all material respects in the ordinary course prior to completion of the merger, and subject to specified restrictions, unless Fortis provides its prior written consent (which consent, subject to certain specified exceptions, may not be unreasonably withheld, delayed or conditioned), which might delay or prevent ITC from undertaking certain business opportunities that might arise pending completion of the merger.

    Fortis Stockholders Failure to Approve.  The risk that the stockholders of Fortis fail to approve the issuance of the stock portion of the merger consideration.

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    Taxable Merger Consideration.  The fact that any gains arising from the receipt of the merger consideration, including the portion payable in Fortis common shares, would be taxable to ITC shareholders for U.S. federal income tax purposes.

    Financing.  The possibility that Fortis will be unable to finance the merger, notwithstanding the absence of a financing condition and Fortis' financial resources and financial profile and the financing commitments that it obtained from Goldman Sachs Bank and BNS.

    Other Risks.  The risks described under "Risk Factors" beginning on page [·] of this proxy statement/prospectus.

        In addition, the ITC board of directors was aware of and considered the interests that ITC's directors and executive officers may have with respect to the merger that differ from, or are in addition to, their interests as shareholders of ITC generally, as described in the section entitled "—Financial Interests of Certain ITC Directors and Executive Officers in the Merger" beginning on page [·] of this proxy statement/prospectus.

        The ITC board of directors concluded that the potentially negative factors associated with the proposed merger were significantly outweighed by the potential benefits that it expected the ITC shareholders would achieve as a result of the merger, including the belief of the ITC board of directors that the proposed merger would maximize the immediate value of ITC shareholders' shares and mitigate the risks and uncertainty affecting the future prospects of ITC, including the potential execution risks associated with its stand-alone financial plan. Accordingly, the ITC board of directors (i) determined that it was in the best interests of ITC and its shareholders, and declared it advisable, to enter into the merger agreement, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the merger contemplated thereby, on the terms and conditions set forth in the merger agreement and (iii) resolved to recommend approval of the merger agreement by ITC's shareholders.

        The foregoing discussion of the information and factors considered by the ITC board of directors is not exhaustive, but ITC believes it includes all the material factors considered by the ITC board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the ITC board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the ITC board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. After considering this information, the ITC board of directors approved the merger agreement and the transactions contemplated thereby, including the proposed merger, and recommended that ITC shareholders approve and adopt the merger agreement.

        This explanation of ITC's reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [·] of this proxy statement/prospectus.

        THE ITC BOARD OF DIRECTORS RECOMMENDS THAT ITC SHAREHOLDERS VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

Opinions of ITC's Financial Advisors

        ITC retained Barclays and Morgan Stanley as financial advisors, and the ITC board of directors retained Lazard as its financial advisor, in connection with the merger. In connection with this engagement, the ITC board of directors requested that ITC's financial advisors evaluate the fairness, from a financial point of view, to the holders of shares of ITC common stock (other than excluded

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holders, in the case of Lazard's opinion) of the merger consideration to be paid to such holders pursuant to the merger agreement.

Opinion of Lazard

        The ITC board of directors retained Lazard to provide it with financial advisory services in connection with the strategic process that resulted in the merger and a fairness opinion in connection with the merger. The ITC board of directors requested that Lazard evaluate the fairness, from a financial point of view, of the merger consideration provided to holders of ITC common stock other than the excluded holders. In connection with the merger, on February 9, 2016, Lazard rendered its written opinion, consistent with its oral opinion rendered on February 8, 2016, to the ITC board of directors that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration of (i) US$22.57 in cash and (ii) 0.7520 of a Fortis common share to be paid to holders of ITC common stock, other than the excluded holders, in the merger was fair, from a financial point of view, to such holders. For purposes of this section, excluded holders means (x) ITC (as the holder of treasury shares) or any of the wholly-owned subsidiaries of ITC and (y) Fortis, Merger Sub or any of their respective wholly-owned subsidiaries, in each case to the extent not holding shares on behalf of third parties.

        The full text of Lazard's written opinion, dated February 9, 2016, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference herein in its entirety. The following summary of Lazard's opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard's opinion and this section carefully and in their entirety.

        Lazard's engagement and its opinion were for the benefit of the ITC board of directors (in its capacity as such), and Lazard's opinion was rendered to the ITC board of directors in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of ITC common stock (other than the excluded holders) of the merger consideration to be paid to such holders in the merger. Lazard's opinion was not intended to, and does not, constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto. Lazard's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of the opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. Lazard did not express any opinion as to the prices at which shares of ITC common stock or Fortis common shares may trade at any time subsequent to the announcement of the merger. Lazard was not involved in the negotiation of the merger. In connection with its engagement, Lazard was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction with ITC. In addition, Lazard's opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which ITC might engage or the merits of the underlying decision by ITC to engage in the merger.

        In connection with its opinion, Lazard:

    reviewed the financial terms and conditions of a draft of the merger agreement, dated February 8, 2016;

    reviewed certain publicly available historical business and financial information relating to ITC and Fortis;

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    reviewed various financial projections and other data provided to it by ITC relating to the business of ITC and financial projections and other data provided to it by Fortis relating to the business of Fortis;

    held discussions with members of the senior managements of ITC and Fortis with respect to the businesses and prospects of ITC and Fortis, respectively;

    reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of ITC and Fortis, respectively;

    reviewed the financial terms of certain business combinations involving companies in lines of business Lazard believed to be generally relevant in evaluating the business of ITC;

    reviewed historical stock prices and trading volumes of ITC common stock and Fortis common shares; and

    conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

        Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of ITC or Fortis or concerning the solvency or fair value of ITC or Fortis, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial projections utilized in Lazard's analyses, Lazard assumed, with the consent of ITC, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of ITC and Fortis. Lazard assumed no responsibility for and expressed no view as to any such financial projections or the assumptions on which they were based.

        In rendering its opinion, Lazard assumed, with the consent of ITC, that the merger would be consummated on the terms described in the draft merger agreement, dated as of February 8, 2016, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of ITC, that obtaining the necessary governmental, regulatory or third party approvals and consents for the merger would not have an adverse effect on ITC, Fortis or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did Lazard's opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that ITC had obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified in the opinion) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise.

        In connection with rendering its opinion, Lazard performed certain financial analyses and reviews of certain information that Lazard deemed appropriate in connection with rendering its opinion as summarized below under "—Summary of Lazard Financial Analyses," and Lazard also performed certain additional financial analyses and reviews as summarized below under "—Other Analyses." The summary of the analyses and reviews provided below under "—Summary of Lazard Financial Analyses" and "—Other Analyses" is not a complete description of the analyses and reviews undertaken by Lazard. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and review and the application of those methods to particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Considering selected portions of these analyses and reviews or the summaries

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contained below without considering the analyses and reviews as a whole could create an incomplete or misleading view of the analyses and reviews underlying Lazard's opinion. In arriving at its opinion, Lazard considered the results of all of its analyses and reviews and did not attribute any particular weight to any particular analysis or review or application thereof considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses and reviews.

        For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of ITC. No company, business or transaction used in Lazard's analyses and reviews, as a comparison, is identical to ITC, its business or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard's analyses and reviews. The estimates contained in Lazard's analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual results or values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard's analyses and reviews are inherently subject to substantial uncertainty.

Summary of Lazard Financial Analyses

        The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard's analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard's analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard's analyses and reviews.

        Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 5, 2016, and is not necessarily indicative of current market conditions.

Selected Comparable Company Multiples Analysis

        Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly traded regulated utility companies whose operations Lazard believed, based on its experience with companies in the regulated utility industry and professional judgment, to be generally relevant in analyzing ITC's and Fortis' operations for purposes of its analysis. Lazard compared such information of the selected comparable companies to the corresponding information for ITC and Fortis.

        The selected group of companies used in this analysis with respect to ITC, or the ITC comparable companies, was as follows:

    Consolidated Edison, Inc.;

    Eversource Energy;

    WEC Energy Group, Inc.; and

    Xcel Energy Inc.

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        The selected group of companies used in this analysis with respect to Fortis, or the Fortis comparable companies, was as follows:

    Alliant Energy Corporation;

    Ameren Corporation;

    Canadian Utilities Limited;

    CMS Energy Corporation;

    DTE Energy Company;

    Emera Inc.;

    WEC Energy Group, Inc.; and

    Xcel Energy Inc.

        Lazard selected the companies reviewed in this analysis because, among other things, the ITC comparable companies and the Fortis comparable companies operate businesses similar to the businesses of ITC and Fortis, respectively. However, no selected company is identical to ITC or Fortis. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of each of ITC and Fortis and the ITC comparable companies and the Fortis comparable companies, respectively, that could affect the public trading values of each company are also relevant.

        Lazard calculated and compared various financial multiples and ratios of each of the comparable companies, including, among other things:

    the ratio of each company's February 5, 2016 closing share price to its calendar year 2016 and 2017 estimated earnings per share, or EPS (which ratio is referred to as the P/E Multiple in this proxy statement/prospectus); and

    the ratio of each company's enterprise value, which Lazard calculated as the market capitalization of each company (based on each company's closing share price as of February 5, 2016 and fully diluted share count as of September 30, 2015 (or the applicable date specified in its annual report on Form 10-K or quarterly report on Form 10-Q (or the equivalent periodic reports in the case of Canadian Utilities Limited and Emera Inc.), as applicable, for the calendar year or quarter ended September 30, 2015, respectively)), plus debt, non-controlling interest and preferred or preference stock and less cash, cash equivalents and marketable securities as of September 30, 2015, to its calendar year 2016 and 2017 estimated earnings before interest, taxes, depreciation and amortization, or EBITDA.

        The EPS and EBITDA estimates for each of the ITC comparable companies and the Fortis comparable companies used by Lazard in its analysis were based on Wall Street research, which represents publicly available consensus estimates. The following table summarizes the results of this review:

 
  ITC Comparable
Companies Multiples
  Fortis Comparable
Companies Multiples

Share Price to 2016E EPS (2016 P/E Multiple)

  17.7x - 19.5x   17.3x - 19.8x

Share Price to 2017E EPS (2017 P/E Multiple)

  16.9x - 18.3x   16.3x - 18.4x

Enterprise Value to 2016E EBITDA

  9.1x - 11.4x   8.2x - 11.4x

Enterprise Value to 2017E EBITDA

  8.7x - 10.8x   7.8x - 10.8x

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        For comparability, Lazard equalized the depreciable life of ITC's asset base (average of approximately 52 years) with the average depreciable life of the ITC comparable companies (approximately 37 years). ITC's estimated EBITDA, as adjusted per the foregoing, is referred to as Adjusted EBITDA in this section. Based on Lazard's analysis of the relevant metrics for each of the ITC comparable companies, as well as its professional judgment and experience, Lazard derived ranges of multiples of:

    17.00x to 19.00x for 2016 P/E Multiple of ITC (applied to ITC's 2016E EPS of US$2.06) and 16.50x to 18.50x for 2017 P/E Multiple of ITC (applied to ITC's 2017E EPS of US$2.34); and

    10.00x to 11.00x for enterprise value to 2016E Adjusted EBITDA of ITC (applied to ITC's 2016E Adjusted EBITDA of US$905 million) and 9.50x to 10.50x for enterprise value to 2017E Adjusted EBITDA of ITC (applied to ITC's 2017E Adjusted EBITDA of US$1,019 million).

        Except as otherwise noted, throughout Lazard's analysis in this section, Fortis' financial information, including, without limitation, the financial projections in its management plan and closing share price, was converted to US dollars based on a Canadian dollar-to-US dollar exchange rate of 1.39 as of February 5, 2016. Based on Lazard's analysis of the relevant metrics for each of the Fortis comparable companies, as well as its professional judgment and experience, Lazard derived ranges of multiples of:

    17.00x to 19.00x for 2016 P/E Multiple of Fortis (applied to Fortis' 2016E EPS of US$1.53) and 16.50x to 18.50x for 2017 P/E Multiple of Fortis (applied to Fortis' 2017E EPS of US$1.68); and

    10.00x to 11.00x for enterprise value to 2016E EBITDA of Fortis (applied to Fortis' 2016E EBITDA of US$1,745 million) and 9.50x to 10.50x for enterprise value to 2017E EBITDA of Fortis (applied to Fortis' 2017E EBITDA of US$1,900 million).

        Lazard applied each such range of multiples for the ITC comparable companies and the Fortis comparable companies to the relevant financial statistics of ITC and Fortis, respectively, as reflected in the ITC management plan for ITC, and the Fortis management plan for Fortis. Lazard averaged the results of these calculations and, from this analysis, estimated an implied value range for shares of ITC common stock and an implied value range for Fortis common shares.

        This analysis resulted in an implied price per share range for shares of ITC common stock and Fortis common shares, as compared to the merger consideration, as set forth below:

Implied ITC Price Per
Share Range
  Implied Fortis Price Per
Share Range
  Merger Consideration
US$34.50 - US$39.75   US$26.25 - US$31.00   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

Discounted Cash Flow Analysis

        Lazard performed a discounted cash flow analysis of each of ITC and Fortis, which is a valuation methodology used to derive a valuation of a company by calculating the present value of its estimated future cash flows. "Future cash flows" refers to projected unlevered free cash flows of a company. "Present value" refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors. Lazard calculated the discounted cash

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flow value for each of ITC and Fortis as the sum of the net present value, as of December 31, 2015, which we refer to as the discount date in this proxy statement/prospectus, of each of:

    the estimated future cash flows that the applicable company will generate for each of years 2016 through 2020; and

    the estimated value of the applicable company at the end of 2020, or the terminal value.

        The estimated future cash flow for ITC and Fortis was calculated by Lazard based on the ITC management plan and the Fortis management plan, respectively, as summarized above. For its discounted cash flow calculations for both companies, Lazard applied discount rates ranging from 4.50% to 5.00% for ITC and 5.00% to 5.50% for Fortis. Such discount rates were based on Lazard's estimated range of weighted average cost of capital, derived from a number of factors, including, among others, the applicable risk free rate of return and each company's unlevered risk profile, after-tax cost of long-term debt and consolidated leverage ratio.

        The terminal value of the companies was calculated applying terminal year P/E Multiples ranging from 17.00x to 19.00x to ITC's and Fortis' projected terminal year earnings and applying terminal year EBITDA multiples ranging from 10.00x to 11.00x to ITC's projected terminal year Adjusted EBITDA and Fortis' projected terminal year EBITDA. The exit terminal year P/E Multiples were selected by Lazard by reference to P/E trading multiples calculated for ITC and Fortis as well as the P/E Multiples of the ITC comparable companies and the Fortis comparable companies, respectively. The exit terminal year EBITDA multiples for ITC and Fortis were selected by Lazard by reference to enterprise value to EBITDA trading multiples calculated for ITC and Fortis as well as the enterprise value to EBITDA trading multiples of the ITC comparable companies and the Fortis comparable companies, respectively. As part of the total implied equity value calculated for ITC and Fortis, Lazard calculated and deducted from enterprise value the sum of the book value of the outstanding financial debt and preference shares less cash, cash equivalents and marketable securities.

        Lazard averaged the price per share ranges implied by these calculations and, based on that analysis, reviewed the implied price per share range for shares of ITC common stock and Fortis common shares, as compared to the merger consideration, as set forth below:

Implied ITC Price
Per Share Range
  Implied Fortis Price
Per Share Range
  Merger Consideration
US$38.75 - US$45.75   US$29.25 - US$35.25   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

Selected Precedent Transactions Multiples Analysis

        Lazard reviewed and analyzed selected precedent merger and acquisition transactions involving companies in the power and utilities industry it viewed as generally relevant in analyzing ITC. In performing this analysis, Lazard reviewed certain financial information and transaction multiples relating to the companies involved in such selected transactions and compared such information to the corresponding information for ITC. Specifically, Lazard selected and reviewed ten merger and acquisition transactions announced since July 2011 involving companies in the power and utilities industry for which sufficient public information was available.

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        The selected group of transactions reviewed in this analysis was as follows:

Announcement Date
  Acquirer   Target
9/4/2015   Emera Inc.   TECO Energy, Inc.
2/25/2015   Iberdrola USA, Inc.   UIL Holdings Corporation
12/3/2014   NextEra Energy, Inc.   Hawaiian Electric Industries, Inc.
10/20/2014   Macquarie Infrastructure and Real Assets Investment Group   Cleco Corporation
6/23/2014   Wisconsin Energy Corporation   Integrys Energy Group Inc.
4/30/2014   Exelon Corporation   Pepco Holdings, Inc.
12/11/2013   Fortis Inc.   UNS Energy Corporation
5/29/2013   Berkshire Hathaway Energy Company (formerly MidAmerican Energy Holdings Company)   NV Energy, Inc.
2/21/2012   Fortis Inc.   CH Energy Group, Inc.
7/12/2011   Gaz Métro Limited Partnership   Central Vermont Public Service Corporation

        To the extent publicly available, Lazard reviewed, among other things, the P/E Multiples of each of the target companies implied by the selected transactions by comparing the per share acquisition price to the relevant target company's estimated EPS at the time of the transaction for the fiscal year immediately following the fiscal year in which the relevant transaction was announced ("FY+1") and the following year thereafter ("FY+2"). Estimated EPS amounts for the target companies were based on publicly available Wall Street consensus estimates or other publicly available financial information and analyst research. The following table summarizes the results of this review:

 
  Selected Precedent Transactions FY + 1
P/E Multiples
  Selected Precedent Transactions FY + 2
P/E Multiples
 

High

    23.3x     21.6x  

75th Percentile

    21.6x     20.4x  

Mean

    20.5x     19.2x  

Median

    20.1x     18.6x  

25th Percentile

    19.7x     18.3x  

Low

    18.3x     17.6x  

        Based on an analysis of the relevant metrics for each of the transactions, as well as its professional judgment and experience, Lazard applied a P/E Multiple range of 18.25x to 23.25x to the 2016E EPS of ITC and a P/E Multiple range of 17.50x to 21.50x to the 2017E EPS of ITC.

        Lazard averaged the selected precedent transactions' P/E Multiples and, based on that analysis, reviewed the implied price per share range for shares of ITC common stock, as compared to the merger consideration, as set forth below:

Implied ITC
Per Share Price Range
  Merger Consideration
US$39.25 - US$49.00   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

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Other Analyses

        The analyses and data described below were presented to the ITC board of directors for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard's opinion.

    52-Week High/Low Trading Prices

        Lazard reviewed the range of trading prices of shares of ITC common stock for the 52 weeks ended on November 27, 2015, which represented the last "unaffected" trading day for the shares of ITC common stock prior to ITC publicly announcing that the ITC board of directors had commenced a review of ITC's strategic alternatives. Lazard observed that, during such period, the daily closing share prices of ITC common stock ranged from US$30.33 per share to US$42.44 per share, as compared to the merger consideration of US$22.57 in cash and 0.7520 shares of common stock of Fortis (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016).

        Lazard also reviewed the range of trading prices of Fortis common shares for the 52 weeks ended on February 5, 2016, each converted at the applicable US dollar-to-Canadian dollar exchange rate. Lazard observed that, during such period, the daily closing share prices of Fortis common shares ranged from US$24.62 per share to US$29.97 per share.

    Research Analyst Price Targets

        Lazard reviewed recently available equity analyst price targets based on published, publicly available Wall Street equity research reports prepared by equity analysts covering ITC, which indicated 12-month target prices that ranged from US$33.75 to US$39.25 (adjusted to reflect next-12-months dividend of US$0.80 per share and discounted at ITC's cost of equity of approximately 6.25%), as compared to the merger consideration of US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016).

        Lazard also reviewed recently available equity analyst price targets based on published, publicly available Wall Street equity research reports prepared by equity analysts covering Fortis, which indicated 12-month target prices that ranged from US$27.50 to US$32.75 (adjusted to reflect next-12-months dividend US$1.09 per share and discounted at Fortis' cost of equity of approximately 6.50%).

    Dividend Discount Analysis

        Lazard performed a dividend discount analysis of shares of ITC common stock, which calculates an implied equity value per share by discounting to the present the value of the future dividends per share of ITC common stock expected to be paid by ITC, as reflected in the ITC management plan, based on an assumed equity discount rate ranging from 6.00% to 6.50%.

        This analysis resulted in an implied price per share range for shares of ITC common stock, as compared to the merger consideration, as set forth below:

Implied ITC Per
Share Price Range
  Merger Consideration
US$26.25 - US$38.50   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

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    Infrastructure Returns Analysis

        Lazard performed an illustrative infrastructure returns analysis utilizing exit P/E Multiples ranging from 18.25x to 23.25x based on selected precedent transaction P/E Multiples, and an assumed required equity return ranging from 9.0% to 12.0%, based on an illustrative required range of equity returns expected by long-term infrastructure investors for assets similar to ITC's assets, which Lazard selected based on its professional judgment and experience, and incremental leverage used as part of the merger consideration targeting a funds from operation to total debt percentage of 10.5%. This analysis resulted in an implied price per share range for shares of ITC common stock, as compared to the merger consideration, as set forth below:

Implied ITC Per Share
Price Range
  Merger Consideration
US$36.25 - US$43.75   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

    Discounted Cash Flow Sensitivity Analysis

        Lazard performed a discounted cash flow sensitivity analysis of ITC using the same methodology as set forth above in "—Discounted Cash Flow Analysis," except Lazard also included 10%, 25% and 100% of the unlevered free cash flows associated with ITC's projects in Puerto Rico and Mexico. This analysis resulted in an implied price per share range for shares of ITC common stock, as compared to the merger consideration, as set forth below:

Implied ITC Price Per
Share Range (10% of
Additional Unlevered Free
Cash Flows)
  Implied ITC Price Per
Share Range (25% of
Additional Unlevered Free
Cash Flows)
  Implied ITC Price Per
Share Range (100% of
Additional Unlevered Free
Cash Flows)
  Merger Consideration
US$39.25 - US$46.25   US$39.50 - US$47.00   US$42.00 - US$50.00   US$22.57 in cash and 0.7520 Fortis common shares (equivalent to US$45.05 per share based upon Fortis' closing share price and the Canadian dollar-to-US dollar exchange rate on February 5, 2016)

Miscellaneous

        In connection with Lazard's services as financial advisor to the ITC board of directors with respect to the merger, ITC agreed to pay Lazard a fee for such services in the amount of US$2.5 million, payable upon the earlier of the date on which (i) Lazard renders an opinion or (ii) Lazard has completed the work necessary to render an opinion in connection with a transaction and ITC announces a definitive agreement in respect of a transaction. In addition, ITC may, in the discretion of the ITC board of directors, pay Lazard an additional fee in an amount up to US$2 million. The ITC board of directors has not yet determined whether to pay Lazard this discretionary fee, which is entirely discretionary and not based on any pre-determined factors. ITC has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard's engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard's engagement, including certain liabilities under U.S. federal securities laws. Lazard has provided investment banking services, and was paid fees in 2014 in the amount of

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US$1.2 million, in connection with the sale of a subsidiary of a company that was acquired by Fortis before the subsidiary sale was completed.

        Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its respective affiliates and employees may trade securities of ITC, Fortis and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of ITC, Fortis and certain of their respective affiliates. The issuance of Lazard's opinion was approved by the opinion committee of Lazard.

        Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to the ITC board of directors because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the utility industry specifically, as well as its familiarity with the business of ITC.

        ITC and Fortis determined the merger consideration of US$22.57 in cash and 0.7520 of a Fortis common share to be paid to holders of ITC common stock, other than the excluded holders, in the merger through arm's-length negotiations, and the ITC board of directors approved such merger consideration. Lazard did not recommend any specific consideration to the ITC board of directors or any other person or indicate that any given consideration constituted the only appropriate consideration for the merger. Lazard's opinion was one of many factors considered by the ITC board of directors, as discussed further in "Proposal 1: The Merger—ITC's Reasons for the Merger; Recommendation of the ITC Board of Directors" beginning on page [·].

Opinion of Barclays

        ITC engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for ITC, including a possible sale of ITC. On February 8, 2016, Barclays rendered to the ITC board of directors its oral opinion (which was subsequently confirmed by delivery of a written opinion dated such date) that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the merger consideration to be offered to the shareholders of ITC in the merger is fair to such shareholders.

        The full text of Barclays' written opinion, dated February 8, 2016, is attached as Annex C to this proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed and factors considered by Barclays in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety. The following is a summary of Barclays' opinion and the valuation methodologies that Barclays used to render its opinion to the ITC board of directors. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the ITC board of directors (in its capacity as such), was provided to the ITC board of directors in connection with its evaluation of the merger and addresses only the fairness, from a financial point of view, of the merger consideration, to holders of ITC common stock, and does not constitute a recommendation to any ITC shareholder as to how such shareholder should vote with respect to the approval of the merger agreement or any other matter. The terms of the merger were determined through arm's-length negotiations between ITC and Fortis and were approved by the ITC board of directors. Barclays did not recommend that any specific form of consideration should be offered to ITC's shareholders or that any specific form of consideration constituted the only appropriate consideration for the transaction with Fortis. Barclays was not requested to address, and its

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opinion does not in any manner address, the likelihood of consummation of the merger, ITC's underlying business decision to proceed with or effect the merger, or the relative merits of the merger as compared to any other transaction or business strategy in which ITC might engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of ITC or Fortis, or any class of such persons, relative to the merger consideration to be offered to ITC's shareholders in the merger. No limitations were imposed by the ITC board of directors upon Barclays with respect to the investigations made or procedures followed by Barclays in rendering its opinion.

        In arriving at its opinion, Barclays, among other things:

    reviewed and analyzed a draft of the merger agreement, dated as of February 8, 2016, and the specific terms of the merger;

    reviewed and analyzed drafts of the commitment letters proposed to be entered into between Goldman Sachs Bank and Fortis, and between BNS and Fortis, each dated as of February 3, 2016;

    reviewed and analyzed publicly available information concerning ITC and Fortis that Barclays believed to be relevant to its analysis, including (i) ITC's annual reports on Form 10-K for the fiscal years ended December 31, 2013, and 2014, the quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015, and September 30, 2015, the Definitive Proxy Statement on Schedule 14A, dated April 9, 2015, and other relevant filings with the SEC, (ii) in respect of certain affiliates of ITC, FERC Form No. 1, for the fiscal year ended December 31, 2014, and FERC Form No. 3-Q, for the fiscal quarter ended September 30, 2015, and (iii) Fortis' annual reports for the fiscal years ended December 31, 2013 and 2014, the Interim Reports for the fiscal quarters ended March 31, 2015, June 30, 2015, and September 30, 2015, the Notice of Annual Meeting and Management Information Circular, dated March 20, 2015, the Annual Information Forms for the fiscal years ended December 31, 2013, and 2014, and the Business Acquisition Report dated September 2, 2014;

    reviewed and analyzed financial and operating information with respect to the business, operations and prospects of ITC furnished to Barclays by ITC, including financial projections prepared by ITC's management, which we refer to as the ITC Projections in this summary of Barclays' opinion. See "—Certain Financial Projections Utilized by the ITC Board of Directors and ITC's Financial Advisors—Financial Projections Relating to Fortis Considered by ITC Management" beginning on page [·] of this proxy statement/prospectus;

    reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Fortis furnished to Barclays by Fortis, including financial projections prepared by Fortis' management, which we refer to as the Fortis Projections in this summary of Barclays' opinion. See "—Certain Financial Projections Utilized by the ITC Board of Directors and ITC's Financial Advisors—Important Information about the Unaudited Financial Projections" beginning on page [·] of this proxy statement/prospectus;

    reviewed and analyzed a trading history of ITC common stock and Fortis common shares from February 5, 2014 through February 5, 2016, and a comparison of the trading history with those of other companies that Barclays deemed relevant;

    reviewed and analyzed a comparison of the financial terms of the merger with the financial terms of certain other recent transactions that Barclays deemed relevant;

    reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of ITC;

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    reviewed and analyzed the results of Barclays targeted efforts to solicit indications of interest with respect to the sale of ITC;

    reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of Fortis;

    reviewed and analyzed the relative contributions of ITC and Fortis to the historical and future financial performance of the combined company on a pro forma basis;

    had discussions with the management of ITC concerning its business, operations, assets, liabilities, financial condition and prospects (including with respect to the ITC Projections and the Fortis Projections); and

    undertook such other studies, analyses and investigations as Barclays deemed appropriate.

        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and Barclays did not assume responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of ITC that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the ITC Projections, upon advice of ITC, Barclays assumed that the ITC Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of ITC as to ITC's future financial performance and that ITC would perform substantially in accordance with such ITC Projections. With respect to the Fortis Projections, upon advice of ITC, Barclays assumed that the Fortis Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Fortis as to the future financial performance of Fortis, and that Fortis would perform substantially in accordance with the Fortis Projections.

        In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of ITC or the properties and facilities of Fortis and did not make or obtain any evaluations or appraisals of the assets or liabilities of ITC or Fortis. In arriving at its opinion, Barclays, at the direction of ITC, did not take into account the potential financial impact on ITC of certain business opportunities that may become available to it, including future capital investments by ITC in Mexico and Puerto Rico. Barclays' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, February 5, 2016 (the last full trading day prior to the rendering of its opinion). Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after February 8, 2016.

        Barclays did not express any opinion as to (i) the prices at which shares of ITC common stock would trade following the announcement of the merger or at which Fortis common shares would trade following the announcement or consummation of the merger, (ii) the credit ratings of the combined company on a pro forma basis at any time following the announcement or consummation of the merger or (iii) the impact of the merger on the solvency or viability of FortisUS, Fortis, ITC or the combined company or the ability of any such party to pay its respective obligations when they come due. Barclays' opinion should not be viewed as providing any assurance that the market value of the Fortis common shares to be held by the shareholders of ITC after the consummation of the merger will be in excess of the market value of common stock of ITC owned by such shareholders at any time prior to the announcement or consummation of the merger.

        Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. In addition, Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all agreements related thereto. Barclays also

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assumed, upon the advice of ITC, that all material governmental, regulatory and third party approvals, consents and releases for the merger would be obtained within the constraints contemplated by the merger agreement and that the merger would be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays' opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood that ITC had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of ITC common stock but rather made its determination as to fairness, from a financial point of view, to ITC shareholders of the merger consideration to be offered to such shareholders in the merger on the basis of various financial and comparative analyses.

        The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

        The following is a summary of the material financial analyses used by Barclays in preparing its opinion for, and rendering its opinion to, the ITC board of directors. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, Barclays made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of ITC or any other parties to the merger. None of ITC, Fortis, FortisUS, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

        For purposes of its opinion, Barclays calculated the implied value of the merger consideration, as of market close on February 5, 2016, to be US$45.05, which was determined by adding the cash portion of the merger consideration of US$22.57 per share of ITC common stock to US$22.48, the implied value of the stock portion of the merger consideration that was derived by multiplying the closing sale price of $40.86 per Fortis common share as reported by the TSX on February 5, 2016, by (i) the US dollar-to-Canadian dollar currency exchange ratio of 0.72086 as reported by S&P Capital IQ on February 5, 2016 and (ii) the exchange ratio of 0.7520 of a Fortis common share per share of ITC common stock.

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Standalone Valuation Analysis of ITC

        The following is a summary of the financial analyses used by Barclays in preparing its standalone valuation analysis of ITC.

Analyst Price Targets Analysis

        Barclays reviewed and compared publicly available research analysts' per share price targets for ITC common stock as of November 27, 2015 (the last full trading day before ITC announced a review of strategic alternatives) and February 5, 2016 (the last full trading day prior to the rendering of its opinion). The publicly available per share price targets published by securities research analysts do not necessarily reflect the current market trading prices for ITC common stock and these estimates are subject to uncertainties, including future financial performance of ITC and future market conditions. Barclays noted that the research analysts' price targets for ITC, prior to its November 30, 2015 press release announcing that it was reviewing strategic alternatives, ranged from US$34.00 to US$42.00. Barclays also noted that the research analysts' price targets for ITC, as of February 5, 2016, ranged from US$37.00 to US$45.00. Barclays noted that on the basis of the research analysts' price targets, the implied value of the merger consideration of US$45.05 was above the range of implied values per share of ITC common stock.

Historical Share Price Analysis

        To illustrate the trend in the historical trading prices of ITC common stock, Barclays considered historical data with regard to the trading prices of ITC common stock for the 52-week period from February 5, 2015 to February 5, 2016. During such period, the trading price of ITC common stock ranged from US$30.33 to US$42.44.

        Barclays noted that the implied value of the merger consideration of US$45.05 was above the 52-week trading price range of ITC common stock and above the closing price of US$33.75 per share of ITC common stock on November 27, 2015 the last full trading day before ITC announced a review of strategic alternatives.

Selected Comparable Company Analysis

        In order to assess how the public market values shares of similar publicly traded companies, Barclays reviewed and compared specific financial and operating data relating to ITC with selected companies that Barclays, based on its experience in the public utility industry, deemed comparable to ITC. The selected comparable companies were:

    Consolidated Edison, Inc.;

    Eversource Energy;

    WEC Energy Group, Inc.; and

    Xcel Energy Inc.

        Barclays calculated and compared various financial multiples and ratios of ITC, and those of the respective selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company's last twelve months, or LTM, and 2016 forward looking (based on Thomson Reuters' Institutional Brokers' Estimate System, or I/B/E/S, consensus estimates) price-to-earnings, or P/E, and market price-to-book value, or P/B, ratios. All of these calculations were performed and based on publicly available financial data and closing prices, in each case as of February 5, 2016.

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        Barclays selected the comparable companies listed above because their businesses and operating and regulatory profiles are reasonably similar to that of ITC. However, because of the inherent differences between the business, operations, regulations and prospects of ITC, and those of the selected comparable companies, Barclays believed that it was inappropriate to and, therefore, did not rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made certain qualitative judgments concerning differences between the business, financial, regulatory and operating characteristics and prospects of ITC and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels, regulatory frameworks and degree of operational risk between ITC and the companies included in the selected comparable company analysis. Based upon these judgments, Barclays selected a range of multiples for ITC and applied such range to the ITC Projections to calculate a range of implied prices per share of ITC common stock. The following summarizes the result of these calculations:

 
  Selected Multiple Range   Implied Value Per Share
of ITC common stock

P/E

  LTM P/E 18.5x - 20.5x   US$34.72 - US$38.60(1)

  2016E P/E 17.3x - 19.3x    

P/B

  1.6x - 2.1x   US$17.42 - US$22.96

(1)
This range of implied values per share reflects the average of the LTM and 2016E P/E multiples.

        Barclays noted that on the basis of the selected comparable company analysis with respect to ITC, the implied value of the merger consideration of US$45.05 was above the range of implied values per share of ITC common stock calculated using the ITC Projections.

Selected Precedent Transaction Analysis

        Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to ITC with respect to the size, industry and other characteristics of their businesses. Using publicly available information, Barclays analyzed ranges of the ratios of the applicable target companies' forward looking P/E for the first fiscal year following announcement of the transaction based on I/B/E/S consensus estimates, Enterprise Value (total equity market capitalization, plus debt, less cash and cash equivalents), or EV, to their rate base ("EV/Rate Base," where "Rate Base" is the value of the property on which a regulated public utility is allowed to earn a rate of return, determined in accordance with rules set by its regulators) and P/B ratios and applied such

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ranges to the ITC Projections to calculate ranges of implied prices per share of ITC common stock. The following table sets forth the transactions analyzed based on such characteristics:

Announcement Date
  Acquirer   Target
9/4/2015   Emera Inc.   TECO Energy, Inc.
2/15/2015   Iberdrola USA   UIL Holdings Corp.
12/3/2014   NextEra Energy, Inc.   Hawaiian Electric Industries, Inc.
6/23/2014   WEC Energy Group, Inc.   Integrys Energy Group, Inc.
4/30/2014   Exelon Corp.   Pepco Holdings, Inc.
12/11/2013   Fortis Inc.   UNS Energy
5/29/2013   MidAmerican Energy Company   NV Energy, Inc.
2/21/2012   Fortis Inc.   CH Energy Group, Inc.
6/23/2011   Gaz Metro Inc.   Central Vermont PSC

        The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of ITC and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger. Barclays, therefore, made certain qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the merger which would affect the acquisition values of the selected target companies and ITC. Based upon these judgments, Barclays selected a range of multiples for ITC and applied such range to the ITC Projections to calculate a range of implied prices per share of ITC common stock. The following table sets forth the results of such analysis:

 
  Selected
Multiple Range
  Implied Value Per Share
of ITC common stock

FY1 P/E

  18.0x - 25.0x   US$37.12 - US$51.55

EV/Rate Base

  1.5x - 2.1x   US$20.71 - US$41.70

P/B

  1.6x - 2.5x   US$17.47 - US$28.11

        Barclays noted that on the basis of the selected precedent transaction analysis, the implied value of the merger consideration of US$45.05 was (i) within the range of implied values per share of ITC common stock calculated using P/E ratios, and (ii) above the ranges of implied values per share of ITC common stock calculating using EV/Rate Base and P/B ratios, in each case utilizing the ITC Projections.

Discounted Cash Flow Analysis

        In order to estimate the present value of ITC common stock, Barclays performed a discounted cash flow analysis of ITC. A discounted cash flow, or DCF, analysis is a traditional valuation methodology used to derive an intrinsic valuation of an asset by calculating the present value of estimated future cash flows of the asset. Present value refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

        To calculate the estimated enterprise value of ITC using the DCF method, Barclays added (i) ITC's projected after-tax unlevered free cash flows for fiscal years 2016 through 2020 based on the ITC Projections; and (ii) a terminal value of ITC as of December 31, 2020, and discounted such amount to its present value using a range of selected discount rates (as further described below). The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in net

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working capital. The residual value of ITC at the end of the financial projection period (December 31, 2020), or terminal value, was estimated by selecting a range of LTM P/E ratios of 18.5x to 20.5x, which range was derived by analyzing the results from the selected comparable company analysis described above and applying such range to the ITC Projections for 2020. The range of discount rates of 4.57% to 5.07% was selected based on an analysis of the weighted average cost of capital of ITC. Barclays then calculated a range of implied prices per share of ITC common stock by subtracting estimated net debt from the estimated enterprise value using the discounted cash flow method and dividing such amount by the estimated fully diluted number of shares of ITC common stock. The result of this analysis implied a range of values per share of ITC common stock of US$40.62 to US$46.66.

        Barclays noted that on the basis of the DCF analysis, the implied value of the merger consideration of US$45.05 was within the range of implied values per share of ITC common stock calculated using the ITC Projections.

Discounted Future Stock Price Analysis

        Barclays performed an analysis of the implied present value of the hypothetical future price per share of ITC common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as a function of such company's estimated future earnings and its assumed price to future earnings per share multiple. For purposes of this analysis, Barclays calculated the hypothetical range of future values per share of ITC common stock at fiscal year-end 2018, 2019 and 2020 by applying LTM P/E multiples ranging from 18.5x to 20.5x to estimated ITC earnings per share for 2018, 2019 and 2020 based on the ITC Projections, which Barclays then calculated the present value of such amount as of December 31, 2015, using a discount rate of 6.44%, reflecting an estimate of ITC's cost of equity. Barclays then adjusted these amounts for the present value of projected dividends per share of ITC common stock during the first quarter of 2016 through the end of 2018, for the first quarter of 2016 through the end of 2019, and for the first quarter of 2016 through the end of 2020, as applicable, in each case per the ITC Projections. This analysis resulted in an illustrative range of implied present values of US$40.70 to US$44.92 per share of ITC common stock.

        Barclays noted that on the basis of the discounted future stock price analysis, the implied value of the merger consideration of US$45.05 was above the range of implied values per share of ITC common stock calculated using the ITC Projections.

Standalone Valuation Analysis of Fortis

        The following is a summary of the financial analyses used by Barclays in preparing its standalone valuation analysis of Fortis.

Analyst Price Targets Analysis

        Barclays reviewed and compared publicly available research analysts' per share price targets for Fortis common shares. The publicly available per share price targets published by securities research analysts do not necessarily reflect the current market trading prices for Fortis common shares and these estimates are subject to uncertainties, including future financial performance of Fortis and future market conditions. Barclays noted that the research analysts' price targets for Fortis common shares, as of February 5, 2016, ranged from US$26.67 to US$33.88. Barclays noted that the closing price of US$29.89 on February 5, 2016, the last full trading day prior to the rendering of its opinion, was within the range of research analysts' price targets.

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Historical Share Price Analysis

        To illustrate the trend in the historical trading prices of Fortis common shares, Barclays considered historical data with regard to the trading prices of Fortis common shares for the 52-week period from February 5, 2015 to February 5, 2016. During such period, the trading price of Fortis common shares ranged from US$24.62 to US$29.97. Barclays noted that the closing price of US$29.89 on February 5, 2016, the last full trading day prior to the rendering of its opinion, was near the upper end of the range of historical trading prices of Fortis common shares.

Selected Comparable Company Analysis

        In order to assess how the public market values shares of similar publicly traded companies, Barclays reviewed and compared specific financial and operating data relating to Fortis with selected companies that Barclays, based on its experience in the public utility industry, deemed comparable to Fortis. The selected comparable companies were:

    Alliant Energy Corporation;

    Ameren Corp;

    Canadian Utilities Limited;

    CMS Energy Corporation;

    Emera Inc.;

    Hydro One Limited;

    NiSource Inc.; and

    WEC Energy Group, Inc.

        Barclays calculated and compared various financial multiples and ratios of Fortis, and those of the respective selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company's LTM P/E ratios, 2016E P/E ratios, and P/B ratios. All of these calculations were performed, and based on publicly available financial data and closing prices, in each case as of February 5, 2016. The results of this selected comparable company analysis are summarized below.

        Barclays selected the comparable companies listed above because their businesses and operating and regulatory profiles are reasonably similar to that of Fortis. However, because of the inherent differences between the business, operations, regulations and prospects of Fortis, and those of the selected comparable companies, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made certain qualitative judgments concerning differences between the business, financial, regulatory and operating characteristics and prospects of Fortis and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels, regulatory frameworks and degree of operational risk between Fortis and the companies included in the selected comparable company analysis. Based upon these judgments, Barclays selected a range of multiples for Fortis and applied such range to the Fortis

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Projections to calculate a range of implied price per Fortis common share. The following summarizes the result of these calculations:

 
  Selected
Multiple Range
  Implied Value Per Share of
ITC common stock

P/E

  LTM P/E 18.3x - 20.3x   US$27.00 - US$30.00(1)

  2016E P/E 17.7x - 19.7x    

P/B

  1.8x - 2.3x   US$37.59 - US$47.91

(1)
This range of implied values per share reflects the average of the LTM and 2016E P/E multiples.

        Barclays noted that on the basis of the selected comparable company analysis with respect to Fortis, the closing price of US$29.89 per share, the last full trading prior to the rendering of its opinion, was (i) within the range of implied values per Fortis common share using the selected P/E multiples, and (ii) below the range of implied values per Fortis common share using the selected P/B multiples, in each case using the Fortis Projections.

Discounted Cash Flow Analysis

        In order to estimate the present value of Fortis common shares, Barclays performed a DCF analysis of Fortis. A description of this valuation methodology is provided above in "—Standalone Valuation Analysis of ITC—Discounted Cash Flow Analysis."

        To calculate the estimated local currency EV of Fortis using the DCF method, Barclays added (i) Fortis' projected after-tax unlevered free cash flows for fiscal years 2016 through 2020 based on the Fortis Projections to (ii) the terminal value of Fortis as of December 31, 2020, and discounted such amount to its present value using a range of selected discount rates (as further described below). The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital. The residual value of Fortis at the end of the financial projection period (December 31, 2020), or terminal value, was estimated by selecting a range of LTM P/E ratios of 18.3x to 20.3x, which range was derived by analyzing the results from the selected comparable company analysis described above, and applying such range to the Fortis Projections for 2020. The range of discount rates of 3.58% to 4.08% was selected based on an analysis of the local currency weighted average cost of capital. Barclays then calculated a range of implied prices per Fortis common share by subtracting estimated local currency net debt from the estimated local currency EV using the DCF method and dividing such amount by the estimated fully diluted number of Fortis common shares. The local currency per share range was then converted to USD at the US dollar-to-Canadian dollar exchange ratio of 0.72086 reported by S&P Capital IQ as of February 5, 2016. The result of this analysis implied a range of values per Fortis common share of $36.07 to $41.29. Barclays noted that on the basis of the DCF analysis, the closing price of $41.47 per Fortis common share (US$29.89, based on a US dollar-to-Canadian dollar exchange ratio of 0.72086 as of February 5, 2016) on February 5, 2016, the last full trading day prior to rendering of its opinion, was below the range of implied values per Fortis common share calculated using the Fortis Projections.

General

        Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. ITC's board of directors selected Barclays because

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of its familiarity with ITC and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the merger.

        Barclays is acting as financial advisor to ITC in connection with the merger. As compensation for its services in connection with the merger, a fee of US$1 million, which we refer to as the Opinion Fee, became payable by ITC to Barclays upon the delivery of Barclays' opinion. Total compensation of approximately US$20.7 million, including the Opinion Fee, which we refer to as the Transaction Fee, will become payable by ITC to Barclays in connection with the merger in installments, with a portion due and payable upon the announcement of the merger, an additional portion will be due and payable upon approval of the merger by ITC shareholders, with the remaining substantial portion due and payable upon consummation of the merger. In addition, ITC has agreed to reimburse Barclays for its reasonable out-of-pocket expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by ITC and the rendering of Barclays' opinion. Barclays has performed various investment banking and financial services for ITC in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the past two years, Barclays has performed the following investment banking and financial services: (i) in December 2015, acted as active joint bookrunner on ITC's US$200 million 3-year unsecured term loan offering, (ii) in October 2015, acted as sole counterparty to a US$115 million accelerated share repurchase program with ITC, (iii) in June 2014, acted as active joint bookrunner on ITC's US$400 million 10-year senior unsecured notes and (iv) in March 2014, acted as joint lead arranger and active joint bookrunner of US$1 billion 5-year revolving credit facilities for ITC and its affiliates. For the two years ending February 8, 2016, Barclays did not perform any investment banking services for Fortis.

        Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of ITC and Fortis for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Opinion of Morgan Stanley

        ITC engaged Morgan Stanley to act as its financial advisor in connection with respect to pursuing strategic alternatives, including a possible sale of ITC. ITC selected Morgan Stanley to act as one of its financial advisors based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the industry, business and affairs of ITC. On February 8, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the ITC board of directors that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the merger consideration to be received by the holders of ITC common stock pursuant to the merger agreement, was fair, from a financial point of view, to such holders of shares of ITC common stock.

        The full text of Morgan Stanley's written opinion to the ITC board of directors, dated February 8, 2016, is attached to this proxy statement/prospectus as Annex D. ITC shareholders should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

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        Morgan Stanley's opinion was addressed to, and rendered for the benefit of, the ITC board of directors (in its capacity as such) and addressed only the fairness, from a financial point of view, of the merger consideration to be received by the holders of ITC common stock pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the underlying business decision of ITC to proceed with or effect the merger or the likelihood of consummation of the merger, nor does it address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley's opinion was not intended to, and does not, express an opinion or a recommendation as to how the shareholders of ITC should vote at the special meeting or any adjournment thereof or as to any other action that a shareholder should take in relation to the merger.

        In arriving at its opinion, Morgan Stanley, among other things:

    reviewed certain publicly available financial statements and other business and financial information of ITC and Fortis, respectively;

    reviewed certain internal financial statements and other financial and operating data concerning ITC and Fortis, respectively;

    reviewed certain financial projections prepared by management of ITC and Fortis, respectively;

    discussed the past and current operations and financial condition and the prospects of ITC with senior executives of ITC;

    discussed the past and current operations and financial condition and the prospects of Fortis with senior executives of Fortis;

    reviewed the pro forma impact of the merger on Fortis' earnings per share, cash flow, consolidated capitalization and financial ratios;

    reviewed the reported prices and trading activity for ITC common stock and Fortis common shares;

    compared the financial performance of ITC and Fortis and the prices and trading activity of ITC common stock and Fortis common shares with that of certain other publicly traded companies comparable with ITC and Fortis, respectively, and their securities;

    reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

    participated in certain discussions and negotiations among representatives of ITC and Fortis and their financial and legal advisors;

    reviewed the merger agreement and certain related documents; and

    performed such other analyses and considered such other factors as Morgan Stanley has deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by ITC and Fortis, and formed a substantial basis for Morgan Stanley's opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of ITC and Fortis of the future financial performance of ITC and Fortis. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or

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conditions, including, among other things, that Fortis will obtain financing in accordance with the terms set forth in the commitment letters. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that its opinion does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley further noted that it is not a legal, tax or regulatory advisor. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to be paid to any of ITC's officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of ITC common stock in the transaction.

        Morgan Stanley noted that it did not make any independent valuation or appraisal of the assets or liabilities of ITC, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley does not assume any obligation to update, revise or reaffirm its opinion.

        The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its written opinion to the ITC board of directors, dated February 8, 2016. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Furthermore, mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using the data referred to below.

Summary of Morgan Stanley Financial Analyses

ITC Financial Analysis

        Morgan Stanley reviewed the historical trading ranges of ITC common stock for the last 12 months ended November 27, 2015, the last trading day prior to the leak of the sale process on November 30, 2015 via a story published by Bloomberg News, or the unaffected date. Morgan Stanley noted that the price of ITC common stock was US$33.75 as of the unaffected date. Morgan Stanley further noted that for the last 12 months ended on the unaffected date, the low and high intraday prices for ITC common stock were US$30.33 and US$44.00 per share. In addition, for the prior 30 trading days ended on the unaffected date, the low and high intraday prices for ITC common stock were US$30.33 and US$34.37 per share.

Equity Research Analysts' Price Targets

        Morgan Stanley reviewed the most recent equity research analysts' per-share target prices for ITC. These targets reflect each analyst's estimate of the future public market trading price for ITC common stock. Target prices for ITC common stock ranged from US$32.00 to US$45.00 as of the unaffected date, which were discounted to present values using ITC's cost of equity of 6.0% to derive an

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approximate implied equity value per share range of US$30.25 to US$42.50, as compared to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash and 0.7520 of a Fortis common share per share of ITC common stock, a Fortis common share price of US$29.89, and a US dollar-to-Canadian dollar exchange rate of 0.7209).

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for ITC common stock and these estimates are subject to uncertainties, including the future financial performance of ITC and future financial market conditions.

Comparable Public Companies Analysis

        Morgan Stanley performed a public trading comparable analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial information, ratios and multiples relating to ITC to corresponding financial information, ratios and multiples for publicly traded utility companies that shared characteristics with ITC including, among other things, similarly sized revenue and/or revenue growth rates, market capitalization, scale and/or similar operating characteristics to derive an implied valuation range for ITC.

        The companies included in the comparable companies analysis were:

    Ameren Corporation;

    CMS Energy Corp.;

    DTE Energy Company;

    WEC Energy Group, Inc.; and

    Xcel Energy Inc.

        In performing this analysis, Morgan Stanley compared the financial information and multiples of market value of the companies included in the comparable companies analysis to the following metrics of ITC:

    stock price to 2016 estimated unadjusted EPS (excluding a non-recurring ROE refund, adjusted according to guidance from ITC's management);

    stock price to 2016 estimated adjusted EPS (including a non-recurring ROE refund); and

    stock price to 2017 estimated EPS.

        The following table reflects the multiple of price to estimated EPS for 2016 and estimated EPS for 2017 for the companies included in the comparable companies analysis based on a compilation of earnings estimates by selected equity research analysts:

Metric
  Company Comparable
Companies Multiples

Stock Price to 2016 estimated unadjusted EPS

  17.2x - 19.8x

Stock Price to 2016 estimated EPS

  17.2x - 19.8x

Stock Price to 2017 estimated EPS

  16.1x - 18.5x

        Applying the ranges of multiples that were derived from the comparable public companies analysis and based on Morgan Stanley's judgment, Morgan Stanley calculated a range of implied equity values per share of ITC common stock with respect to the following metrics:

    stock price to 2016 estimated unadjusted EPS;

    stock price to 2016 estimated adjusted EPS; and

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    stock price to 2017 estimated EPS.

        Based on this analysis, Morgan Stanley derived a range of approximate implied equity value per share of ITC common stock as follows:

    stock price to 2016 estimated unadjusted EPS—US$35.50 - US$41.00;

    stock price to 2016 estimated adjusted EPS—US$39.00 - US$45.00; and

    stock price to 2017 estimated EPS—US$37.50 - US$43.25,

as compared to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash, 0.7520 of a Fortis common share per share of ITC common stock, a Fortis common share price of $29.89, and a US dollar-to-Canadian dollar exchange rate of 0.7209).

        No company utilized in the comparable public companies analysis is identical to ITC. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of ITC and other factors that could affect the public trading value of the companies to which they are being compared. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond ITC's control, such as the impact of competition on ITC's businesses and the industry generally, industry growth and the absence of any adverse material change in ITC's financial condition and prospects for the industry or in the financial markets in general. Mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis of ITC, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered cash flows and terminal value of ITC. Morgan Stanley calculated a range of implied equity value per share for ITC common stock based on estimates of future cash flows for calendar years 2016 through 2020 and the terminal year utilizing internal estimates of ITC's management.

        In performing a discounted cash flow analysis of ITC, Morgan Stanley first calculated the estimated unlevered free cash flows of ITC and then calculated a terminal value for ITC by applying a 17.9x to 21.1x range of terminal value multiples to ITC's terminal year 2020 estimated net income. The terminal value multiple range was derived from the stock price to the last 12 months' EPS multiples for the companies in the comparable public companies analysis. Unlevered free cash flows were calculated by tax-effecting earnings before interest and taxes and adding back the aggregate of depreciation and amortization, deferred taxes and other cash flow adjustments provided by management less the sum of capital expenditures and investment in working capital. The free cash flows and range of terminal values were then discounted to present values as of December 31, 2015 using discount rates ranging from 4.0% to 5.1%, which were chosen by Morgan Stanley based upon prevailing interest rates and Morgan Stanley's judgment of the estimated range of ITC's weighted average cost of capital. This analysis indicated approximate implied equity value per share reference ranges for ITC common stock of US$39.00 to US$49.75, as compared to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash and 0.7520 of a Fortis common share per share of ITC common stock, a Fortis share price of US$29.89 and a US dollar-to-Canadian dollar exchange rate of 0.7209).

Analysis of Selected Precedent Transactions and Premiums Paid

        Morgan Stanley also performed an analysis of selected precedent transactions involving companies in the regulated power industry that are viewed as comparable to ITC. The precedent transactions

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analysis attempts to provide an implied value for ITC by comparing ITC to other companies involved in business combinations. Using publicly available information, Morgan Stanley considered the following announced or completed transactions:

Announcement Date
  Acquirer   Target
9/4/2015   Emera Inc.   TECO Energy, Inc.
2/25/2015   Iberdrola USA, Inc.   UIL Holdings Corporation
12/3/2014   NextEra Energy, Inc.   Hawaiian Electric Industries, Inc.
10/20/2014   Macquarie Infrastructure and Real Estate Investment Group   Cleco Corporation
6/23/2014   Wisconsin Energy Corporation   Integrys Energy Group, Inc.
4/30/2014   Exelon Corporation   Pepco Holdings, Inc.
12/11/2013   Fortis Inc.   UNS Energy Corporation
5/29/2013   MidAmerican Energy Holdings Company   NV Energy, Inc.

        Morgan Stanley compared certain financial and market statistics of the selected precedent transactions. Based on an assessment of the utility acquisitions, Morgan Stanley applied a premium to the price as of the unaffected date of US$33.75 ranging from 14.7% to 48.3%, as well as a multiple to ITC's 2016 estimated unadjusted earnings ranging from 18.3x - 23.3x. Based on the analysis of utility acquisitions, Morgan Stanley calculated an approximate per-share price for ITC common stock ranging from US$38.75 to US$50.00 (in the case of the premium to unaffected share price), and US$37.75 to US$48.00 (in the case of the multiple to ITC's estimate of its 2016 estimated unadjusted earnings), as compared to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash and 0.7520 of a Fortis common share per share of ITC common stock, a Fortis common share price of US$29.89 and a US dollar-to-Canadian dollar exchange rate of 0.7209).

        No company or transaction utilized as a comparison in the analysis of selected precedent transactions is identical to ITC or the merger in business mix, timing and size. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of ITC and other factors that would affect the value of the companies to which ITC is being compared. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, global business, economic, market and financial conditions and other matters, many of which are beyond ITC's control, such as the impact of competition on ITC and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of ITC or the industry or the financial markets in general. Mathematical analysis (such as determining the mean or median) is not, in itself, a meaningful method of using precedent transactions data.

Fortis Financial Analysis

        Morgan Stanley reviewed the historical trading ranges of Fortis common shares for the last twelve months ended February 5, 2016 and noted that the price of Fortis common shares was US$29.89 as of February 5, 2016, based on a US dollar-to-Canadian dollar exchange rate of 0.7209. Morgan Stanley noted that for the last twelve months ended February 5, 2016, the low and high intraday prices for Fortis common shares were US$24.48 and US$33.26 per share. In addition, for the prior 30 trading days ended February 5, 2016, the low and high intraday prices for Fortis common shares were US$24.48 and US$30.35 per share.

Equity Research Analysts' Price Targets

        Morgan Stanley reviewed the most recent equity research analysts' per-share target prices for Fortis. These targets reflect each analyst's estimate of the future public market trading price for Fortis

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common shares. Target prices for Fortis common shares ranged from C$40.00 to C$47.00 as of February 5, 2016, which were converted to US dollars based on a US dollar-to-Canadian dollar exchange rate of 0.7209 and discounted to present values using Fortis' cost of equity of 5.9% to derive an approximate implied equity value per share range of US$27.25 to US$32.00.

        The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Fortis common shares and these estimates are subject to uncertainties, including the future financial performance of Fortis and future financial market conditions.

Comparable Public Companies Analysis

        Morgan Stanley performed a public trading comparable analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial information, ratios and multiples relating to Fortis to corresponding financial information, ratios and multiples for publicly traded utility companies that shared characteristics with Fortis including, among other things, similarly sized revenue and/or revenue growth rates, market capitalization, scale and/or similar operating characteristics to derive an implied valuation range for Fortis.

        The companies included in the comparable companies analysis were:

    Canadian Utilities Ltd.; and

    Emera Incorporated.

        In performing this analysis, Morgan Stanley compared the financial information and multiples of market value of the companies included in the comparable companies analysis to the following metrics of Fortis:

    stock price to 2016 estimated EPS; and

    stock price to 2017 estimated EPS.

        The following table reflects the multiple of price to estimated EPS for 2016 and estimated EPS for 2017 for the companies included in the comparable companies analysis based on a compilation of earnings estimates by selected equity research analysts:

Metric
  Company Comparable
Companies Multiples

Stock Price to 2016 estimated EPS

  16.8x - 19.4x

Stock Price to 2017 estimated EPS

  15.9x - 16.8x

        Applying the ranges of multiples that were derived from the comparable public companies analysis and based on Morgan Stanley's judgment, Morgan Stanley calculated a range of implied equity values per Fortis common share with respect to the following metrics:

    stock price to 2016 estimated EPS; and

    stock price to 2017 estimated EPS.

        Based on this analysis, Morgan Stanley derived a range of approximate implied equity value per Fortis common share as follows:

    stock price to 2016 estimated adjusted EPS—US$25.75 - US$29.50; and

    stock price to 2017 estimated EPS—US$26.75 - US$28.25.

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        No company utilized in the comparable public companies analysis is identical to Fortis. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of Fortis, and other factors that could affect the public trading value of the companies to which they are being compared. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Fortis' control, such as the impact of competition on Fortis' businesses and the industry generally, industry growth and the absence of any adverse material change in Fortis' financial condition and prospects for the industry or in the financial markets in general. Mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis of Fortis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered cash flows and terminal value of Fortis. Morgan Stanley calculated a range of implied equity value per Fortis common share based on estimates of future cash flows for calendar years 2016 through 2020 and the terminal year utilizing internal estimates of Fortis' management.

        In performing a discounted cash flow analysis of Fortis, Morgan Stanley first calculated the estimated unlevered free cash flows of Fortis and then calculated a terminal value for Fortis by applying a 19.2x to 20.4x range of terminal value multiples to Fortis' terminal year 2020 estimated net income. The terminal value multiple range was derived from the stock price to the last 12 months' EPS multiples for the companies in the comparable public companies analysis. Unlevered free cash flows were calculated by tax-effecting earnings before interest and taxes and adding back the aggregate of depreciation and amortization, deferred taxes and other cash flow adjustments provided by management less the sum of capital expenditures and investment in working capital. The free cash flows and range of terminal values were then discounted to present values as of December 31, 2015 using discount rates ranging from 4.0% to 4.9%, which were chosen by Morgan Stanley based upon prevailing interest rates and Morgan Stanley's judgment of the estimated range of Fortis' weighted average cost of capital. This analysis indicated approximate implied equity value per share reference ranges for Fortis common shares of US$33.75 to US$38.75.

Pro Forma Transaction Analysis

        Using financial projections provided by the managements of ITC and Fortis, Morgan Stanley reviewed the pro forma impact of the merger on Fortis' internal projections of EPS for the years 2016-2018.

        Using each company's forward-looking financial information as the basis of comparison, the pro forma impact on Reported Earnings Per Share (defined as earnings per share taking into account all projected merger-related adjustments) was found to be accretive to earnings from 2016 to 2018 to Fortis.

        Morgan Stanley also prepared a relative financial analysis, showing the implied exchange ratio based on a number of the valuation analyses described above. For the purposes of this analysis, Morgan Stanley assumed that Fortis and ITC entered into a 100% stock-for-stock transaction, implying a transaction exchange ratio of 1.507x. Morgan Stanley also noted the exchange ratio as of the unaffected date of 1.129x. In each case, Morgan Stanley divided the high end of the Fortis valuation range by the low end of the ITC valuation range and the low end of the Fortis valuation range by the high end of

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the ITC valuation range to derive an implied exchange ratio. Using this methodology, the following ranges were determined:

Methodology
  Company Comparable
Companies Multiples

Stock Price to 2016 estimated EPS (using estimated adjusted EPS for ITC)

  1.322x - 1.748x

Stock Price to 2017 estimated EPS

  1.327x - 1.617x

Discounted Cash Flow Analysis

  1.006x - 1.474x

as compared to the illustrative transaction exchange ratio of 1.507x (assuming a 100% stock transaction), which corresponds to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash, 0.7520 of a Fortis common share per share of ITC common stock, a Fortis common share price of US$29.89, and a US dollar-to-Canadian dollar exchange rate of 0.7209).

        Morgan Stanley noted that for the last 12 months ended on February 5, 2016, the low and high exchange ratios based on ITC and Fortis' end-of-day common stock prices were 1.072x and 1.549x. In addition, for the prior 30 trading days ended on February 5, 2016, the low and high exchange ratios based on ITC and Fortis' end-of-day common stock prices were 1.107x and 1.549x. This historical ranges are compared to the illustrative transaction exchange ratio of 1.507x (assuming a 100% stock transaction), which corresponds to the merger consideration of US$45.05 as of February 5, 2016 (based on US$22.57 in cash, 0.7520 of a Fortis common share per share of ITC common stock, a Fortis common share price of US$29.89, and a US dollar-to-Canadian dollar exchange rate of 0.7209).

General

        Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not susceptible to partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered. Furthermore, Morgan Stanley believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of the analyses, without considering all of them, would create an incomplete view of the process underlying Morgan Stanley's analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Morgan Stanley with respect to the actual value of ITC common stock or Fortis common shares.

        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of ITC or Fortis, and variations to such financial assumptions and methodologies may impact the results of Morgan Stanley's analyses. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by the estimates. The analyses performed were performed solely as part of Morgan Stanley's analysis of the fairness from a financial point of view of the merger consideration, including the cash per share component and the exchange ratio, pursuant to the merger agreement and were conducted in connection with the delivery of Morgan Stanley's opinion dated February 8, 2016 to the ITC board of directors. The analyses do not purport to be appraisals or to reflect the prices at which ITC common stock or Fortis common shares might actually trade. The merger consideration, including the cash per share component and the exchange ratio, under the merger agreement and other terms of the merger agreement were determined through arm's length negotiations between ITC and Fortis and approved by the ITC board of directors. Morgan

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Stanley provided advice to ITC during these negotiations, but did not, however, recommend any specific exchange ratio or merger consideration to ITC, or that any specific exchange ratio or merger consideration constituted the only appropriate exchange ratio or merger consideration for the transaction. No limitations were imposed by the ITC board of directors upon Morgan Stanley with respect to the investigations made or procedures followed by ITC board of directors. The opinion of Morgan Stanley and Morgan Stanley's presentation to the ITC board of directors was one of a number of factors taken into consideration by the ITC board of directors in making its decision to approve the merger agreement and the transactions contemplated by the merger agreement and its determination that it is in the best interests of ITC and its shareholders to enter into the merger agreement. Consequently, Morgan Stanley's analyses described above should not be viewed as determinative of the opinion of the ITC board of directors with respect to the value of ITC or Fortis, or the exchange ratio, or of whether the ITC board of directors would have been willing to agree to a different exchange ratio or merger consideration. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the underlying business decision of ITC to proceed with or effect the merger or the likelihood of consummation of the merger, nor does it address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley's opinion was not intended to, and does not, express an opinion or a recommendation as to how the shareholders of ITC should vote at any shareholders' meeting to be held in connection with the merger, or as to any other action that a shareholder should take relating to the merger. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

        Morgan Stanley, as part of its investment banking businesses, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. ITC selected Morgan Stanley as its financial advisor based upon the firm's qualifications, experience and expertise and because it is an internationally recognized investment banking firm with substantial experience in transactions similar to the merger. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. In the ordinary course of its trading and brokerage activities, Morgan Stanley and its affiliates may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions and may trade or otherwise structure and effect transactions, for their own accounts or for the accounts of customers, in the equity or debt securities or senior loans of ITC or Fortis or any other company, or any currency or commodity related to ITC or Fortis or that may be involved in the merger, or any related derivative instrument. Morgan Stanley acted as a financial advisor to ITC in connection with the merger, and, pursuant to the terms of Morgan Stanley's engagement, ITC has agreed to pay Morgan Stanley a customary fee estimated to be approximately US$20,700,000 for its services, of which approximately US$2,100,000 was payable shortly after the execution of the merger agreement, US$4,100,000 of which is contingent upon the approval of ITC shareholders of the merger and the remainder of which is contingent upon the closing of the merger. ITC has also agreed to reimburse Morgan Stanley for its reasonable fees and expenses incurred in performing its services. In addition, ITC has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement and any related transactions. From February of 2014 through the date it rendered its opinion Morgan Stanley and its affiliates provided financial advisory and financing services to ITC, and received aggregate fees of approximately

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US$900,000 in connection with such services. In addition, an affiliate of Morgan Stanley is a lender of approximately US$150 million in principal amount in connection with revolving credit facilities and the Michigan Electric Transmission Company, LLC term loan totaling US$1.2 billion, and received aggregate fees of approximately US$800,000 in connection with such services. From February 2014 through the date it rendered its opinion, Morgan Stanley and its affiliates provided underwriting services for a private placement by Fortis and loans under the Revolving Facility, and received aggregate fees of approximately US$900,000 in connection with such services. Morgan Stanley also may in the future seek to provide financial advisory or financing services to ITC and Fortis and may receive fees for such services.

Certain Financial Projections Utilized by the ITC Board of Directors and ITC's Financial Advisors

        The unaudited financial projections referred to in this section of the proxy statement/prospectus were prepared by ITC and Fortis solely for internal use by ITC, Barclays, Morgan Stanley, Lazard and Fortis, as the case may be, and not with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements and the use of non-GAAP measures. In the view of ITC management and Fortis management, the financial projections prepared by them were prepared on a reasonable basis based on the best information available to ITC management or Fortis management, as applicable, at the time of their preparation. The unaudited financial projections, however, are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on this information.

        All of the unaudited financial projections summarized in this section of the proxy statement/prospectus were prepared by and are the responsibility of the management of ITC and Fortis. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to these projections and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for, and any such independent registered public accounting firm disclaims any association with, the prospective financial information. The reports of the independent registered public accounting firms incorporated by reference into this proxy statement/prospectus relate to the historical financial information of Fortis and ITC. Such reports do not extend to the unaudited financial projections and should not be read to do so.

Financial Projections Related to ITC

        ITC publicly discloses certain financial projections on a periodic basis, including, but not limited to, operating earnings per share compounded annual growth rate, accrued capital expenditures, average base rate and construction work in progress balances, or CWIP, and certain credit metrics projections. ITC management developed unaudited financial projections for the period 2016 through 2020 through its customary strategic planning and budgeting process. These financial projections represent a stand-alone plan, absent any consideration of the transaction. The unaudited financial projections reflect the following key assumptions:

    Ongoing investments in ITC's existing regulated operating companies for base system investments associated primarily with maintenance, reliability-related projects, system capacity expansions and customer connection requests.

    Certain assumptions regarding ITC's FERC rate regulation for all of ITC's existing regulated operating companies, including assumptions regarding authorized levels of return on equity.

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        ITC provided the unaudited financial projections to the ITC board of directors, Barclays, Morgan Stanley, Lazard and Fortis.

        In addition, ITC management also prepared information related to speculative development opportunities in the context of the sale for the period 2016 through 2020. ITC management provided this information to the ITC board of directors, Barclays, Morgan Stanley, Lazard and Fortis.

        The inclusion of any financial projections or assumptions in this proxy statement/prospectus should not be regarded as an indication that ITC or its board of directors considered, or now considers, these projections to be a reliable predictor of future results. You should not place undue reliance on the unaudited financial projections contained in this proxy statement/prospectus. Please read carefully "—Important Information about the Unaudited Financial Projections" beginning on page [·] of this proxy statement/prospectus.

        ITC uses a variety of financial measures that are not in accordance with U.S. GAAP, including those shown in the tables below, as supplemental measures to evaluate its operational performance. While ITC believes that these non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of these non-GAAP financial measures. These "non-GAAP financial measures" are not prepared in accordance with U.S. GAAP, are not reported by all of ITC's competitors and may not be directly comparable to similarly titled measures of ITC's competitors due to potential differences in the exact method of calculation.

        The financial projections include net income, EBITDA, capital investments, average rate base and CWIP balances and diluted earnings per share.

        The following table summarizes the unaudited financial projections related to ITC on a stand-alone basis without giving effect to the merger, prepared by ITC's management as described above, as used by the ITC board of directors for purposes of its consideration of the merger and considered by Lazard, Barclays and Morgan Stanley in connection with its financial analyses:

ITC Management Projections

 
  FY 2016E   FY 2017E   FY 2018E   FY 2019E   FY 2020E  
 
  (in millions of US dollars, except per share amounts)
 

Net Income

    318     362     389     409     425  

EBITDA(1)

    848     950     1,015     1,065     1,097  

Capital Investments(2)

    727     717     617     496     462  

Average Rate Base and CWIP(3)

    5,703     6,205     6,555     6,800     6,974  

Diluted Earnings Per Share(4)

  $ 2.06   $ 2.34   $ 2.49   $ 2.60   $ 2.69  

(1)
EBITDA is a measure of estimated earnings before financial income (expense), allowance for funds used during construction, taxes, depreciation and amortization.
(2)
Annual capital investments reflect capital investments at ITC's regulated operating subsidiaries. Capital investment amounts differ from cash expenditures for property, plant and equipment included in ITC's consolidated statements of cash flows due in part to differences in construction costs incurred compared to cash paid during that period, as well as payments for major equipment inventory that are included in cash expenditures but not included in capital investment until transferred to CWIP, among other factors.
(3)
Average rate base and CWIP reflect amounts at ITC's regulated operating subsidiaries and, together, are not included in the audited financial statements of ITC. For purposes of the ITC projections, rate base is defined as the value of transmission property on which we are permitted to earn a FERC-regulated rate of return. The value primarily represents the net book value of any transmission plant, general plant, intangible plant, materials and supplies, regulatory assets, and working capital, less any accumulated deferred income taxes on those assets as of the date

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    specified. CWIP is defined as construction work in progress and is reflective of capital expenditure investments that are not in service and, therefore, not included in rate base.

(4)
Diluted EPS is calculated consistent with U.S. GAAP.

        ITC is not providing a quantitative reconciliation of its non-GAAP projections to the corresponding U.S. GAAP information because the measures that ITC excludes from its non-GAAP projections are difficult to predict and are primarily dependent on future uncertainties.

Financial Projections Relating to Fortis Considered by ITC Management

        Fortis does not publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing projected capital expenditures, rate base and average dividend growth in its regular earnings press releases and other investor materials. Accordingly, Fortis does not intend to update or otherwise revise the forward-looking financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, Fortis does not intend to update or revise the forward-looking financial information to reflect changes in general economic or industry conditions. However, in the course of its discussions with ITC leading up to the execution of the merger agreement, Fortis provided ITC with certain business and financial information which Fortis believes was not publicly available. Fortis management developed unaudited financial projections for the period 2016 through 2020 through its customary strategic planning and budgeting process using the best available estimates and judgments at the time of its preparation. These financial projections represent a stand-alone plan, absent any consideration of the transaction. The unaudited financial projections reflect the following key assumptions:

    Ongoing investments in Fortis' existing regulated operating companies for base system investments associated primarily with maintenance, reliability-related projects, system capacity expansions and customer connection requests.

    Normal weather in the forward-looking periods.

    No material increase in utility customer growth.

    Capital expenditures for certain utility infrastructure enhancement programs in various jurisdictions through their approved regulatory cycle consistent with budgeted and approved levels.

    The expectation of reasonable outcomes for regulatory proceedings at Fortis' existing utilities.

    No material fluctuations in foreign exchange rate and interest rate assumptions, which were indicative of then-current market rates.

    The successful acquisition of the Aitken Creek gas storage facility in British Columbia.

        The following table summarizes the unaudited financial projections related to Fortis on a stand-alone basis without giving effect to the merger, prepared by Fortis' management as described above, as used by the ITC board of directors for purposes of its consideration of the merger and considered by Lazard, Barclays and Morgan Stanley in connection with their financial analyses. The information in

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the following table was prepared for this purpose only and may not be appropriate for any other purpose.

 
  FY 2016E   FY 2017E   FY 2018E   FY 2019E   FY 2020E  
 
  (in millions of Canadian dollars, except per share amounts)
 

Net Income

  $ 716   $ 783   $ 811   $ 856   $ 941  

EBITDA(1)

  $ 2,420   $ 2,636   $ 2,737   $ 2,863   $ 3,050  

Earnings Per Common Share

  $ 2.12   $ 2.33   $ 2.38   $ 2.49   $ 2.71  

(1)
EBITDA is a measure of estimated earnings before interest, taxes, depreciation and amortization.

        The inclusion of any financial projections or assumptions in this proxy statement/prospectus should not be regarded as an indication that Fortis considered, or now considers, these projections to be a reliable predictor of future results. The estimates and assumptions underlying the forward-looking financial information are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking financial information. See "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" beginning on pages [·] and [·], respectively. You should not place undue reliance on the unaudited financial projections contained in this proxy statement/prospectus. Please read carefully "—Important Information about the Unaudited Financial Projections" below.

Important Information about the Unaudited Financial Projections

        While the unaudited financial projections summarized above in the sections entitled "—Certain Financial Projections Utilized by the ITC Board of Directors and ITC's Financial Advisors" were prepared in good faith and based on information available at the time of preparation, no assurance can be made regarding future events. The estimates and assumptions underlying the unaudited financial projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" beginning on pages [·] and [·], respectively, of this proxy statement/prospectus, all of which are difficult to predict and many of which are beyond the control of ITC and Fortis, respectively, and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results will likely differ, and may differ materially, from those reflected in the unaudited financial projections, whether or not the merger is completed. As a result, the unaudited financial projections cannot be considered a reliable predictor of future operating results, and this information should not be relied on as such.

        The inclusion of the financial projections in this proxy statement/prospectus should not be regarded as an indication that ITC, Fortis, Lazard, Barclays, Morgan Stanley or anyone who received the financial projections then considered, or now considers, the financial projections to be material information of ITC or Fortis or a reliable prediction of future events, and the financial projections should not be relied upon as such.

        Because the financial projections were developed by ITC and Fortis on a stand-alone basis without giving effect to the merger, the financial projections do not give effect to the merger or any changes in ITC's or Fortis' operations or strategy that may be implemented following completion of the merger, including any costs related to or that may arise in connection with the merger.

        By including in this proxy statement/prospectus a summary of certain of the unaudited financial projections regarding the operating results of ITC and Fortis, neither ITC, Fortis nor any of their

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respective representatives has made or makes any representation to any person regarding the ultimate performance of ITC or Fortis compared to the information contained in the financial projections or that projected results will be achieved. ITC and Fortis have not made representations to each other, in the merger agreement or otherwise, concerning the financial projections. The unaudited financial projections cover multiple years and such information by its nature becomes less predictive with each succeeding year. Neither ITC nor Fortis undertakes any obligation, except as required by law, to update or otherwise revise or reconcile the unaudited financial projections contained in this proxy statement/prospectus to reflect circumstances existing since their preparation or to reflect the occurrence of future or unanticipated events or to reflect changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error. Neither ITC nor Fortis intends to make any update or other revision to the financial projections publicly available, except as required by law.

        The summaries of the unaudited financial projections are included because they were provided to the ITC board of directors and to Barclays, Morgan Stanley and Lazard; they are not included in this proxy statement/prospectus in order to induce any ITC shareholder to vote in favor of the proposal to approve the merger proposal or any of the other proposals to be voted on at the ITC special meeting of shareholders.

Listing of Fortis Common Shares

        It is a condition to the completion of the merger that the Fortis common shares issued pursuant to the merger agreement are approved for listing on the NYSE and the TSX, subject to official notice of issuance. Fortis must use its reasonable best efforts to obtain the listing and admission for trading of the Fortis common shares issued as stock consideration on both such exchanges at or prior to the effective time.

Delisting and Deregistration of ITC Common Stock

        As promptly as practicable following the completion of the merger, the ITC common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the U.S. Exchange Act.

Financial Interests of Certain ITC Directors and Executive Officers in the Merger

        In considering the determination of the ITC board of directors to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that ITC shareholders vote in favor of the merger, ITC shareholders should be aware that executive officers and directors of ITC may have interests in the merger that are different from, or in addition to, the interests of the ITC shareholders. These interests may create potential conflicts of interest. The ITC board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement, the merger and the other transactions contemplated by the merger agreement. These interests are discussed below.

Treatment of ITC Stock Options and Other Equity-Based Awards

        Stock Options.    Immediately prior to the effective time, subject to the terms and conditions of the merger agreement, each outstanding ITC stock option will become immediately vested and be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of ITC common stock subject to such ITC stock option multiplied by (y) the excess, if any, of the equity award consideration over the per share exercise price under such ITC stock option, less applicable withholding taxes. The "equity award consideration" means the sum of (i) US$22.57 and (ii) the product of (a) 0.7520 of a Fortis common share, multiplied by (b) the

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average of the volume weighted average price per Fortis common share on the TSX, on each of the five consecutive trading days ending with the second complete trading day immediately prior to the effective time (with each such trading day's applicable price converted into US dollars using the spot exchange rate).

        Restricted Stock.    Immediately prior to the effective time, each outstanding award of ITC restricted stock will become vested and be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares subject to such ITC restricted stock award multiplied by (y) the equity award consideration, less applicable withholding taxes.

        Performance Shares.    Immediately prior to the effective time, each outstanding award of ITC performance shares will become immediately vested at the higher of the target level of performance and the actual level of performance through the effective time, and be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the number of shares of ITC common stock subject to such ITC performance share award and (y) the equity award consideration, less applicable withholding taxes. Equivalent performance shares (i.e., performance shares credited to a notional account that reflects the value of dividends and other distributions paid prior to the applicable performance share vesting date on the number of performance shares that become vested) will vest and be cashed out on the same basis as the underlying ITC performance shares.

        The ITC equity compensation plans and employee stock purchase plans will terminate immediately following the effective time of the merger, contingent upon the occurrence of the effective time of the merger.

Number and Value of Outstanding Equity Awards

        The following table sets forth the amounts that the executive officers and non-employee directors of ITC would receive in respect of unvested stock options, restricted stock awards, performance shares (at target and maximum performance levels) and equivalent performance shares, as well as with respect to vested, unexercised options, based on the value of the equity award consideration and assuming the closing of the merger occurred on April 15, 2016. Certain of the vested, unexercised options may be exercised prior to closing, reducing the entitlements set forth in the table below. The actual number of unvested equity-based awards that will be subject to accelerated vesting in connection with the closing of the merger (and the value attributable to such equity-based awards) will depend on whether, between April 15, 2016 and the consummation of the merger, a portion of the outstanding unvested equity vests in the ordinary course consistent with existing terms, additional equity-based awards are granted and additional equivalent performance shares are credited to notional accounts. The table below assumes the closing of the merger occurred on April 15, 2016 and an equity award consideration of US $42.54 per share (based on the average closing price of Fortis common shares over the first five

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business days following the first public announcement of the merger and the spot exchange rate on each of those days).

 
  Estimated Value of ITC Stock Options, Restricted Stock and Performance Shares
Held by Executive Officers and Non-Employee Directors
 
 
  Unvested
Stock
Options
  Vested but
Unexercised
Stock
Options
  Restricted
Stock
  Performance
Shares at
Target
Performance
  Performance
Shares at
Maximum
Performance
  Equivalent
Performance
Shares
  Total
(at Target
performance)
 

All Executive Officers as a Group

  $ 5,310,379   $ 40,163,691   $ 7,283,997   $ 4,293,094   $ 8,586,189   $ 87,361   $ 16,974,831  

Non-Employee Director

                                           

Albert Ernst

          $ 153,910                  

Christopher H. Franklin

          $ 208,276                  

Edward G. Jepsen

          $ 208,276                  

David R. Lopez

          $ 153,910                  

Hazel R. O'Leary

          $ 208,276                  

Thomas G. Stephens

          $ 208,276                  

G. Bennett Stewart, III

          $ 208,276                  

Lee C. Stewart

          $ 208,276                  

Total

  $ 5,310,379   $ 40,163,691   $ 8,841,473   $ 4,293,094   $ 8,586,189   $ 87,361   $ 18,532,307  

Employment Agreements

        ITC has entered into employment agreements with each of its executive officers, which agreements provide for payments by ITC of certain severance benefits upon termination of employment. The rights available following termination depend on the situation and circumstances surrounding the termination event.

        If Mr. Welch's employment is terminated by ITC without Cause or by Mr. Welch for Good Reason prior to December 21, 2016, or each other executive officer's employment is terminated by ITC without Cause or by the executive officer for Good Reason within a period beginning six months before and ending two years after a change in control (including the merger), each a "qualifying termination," the executive officer will receive:

    any accrued but unpaid compensation and benefits, which include for Mr. Welch, annual special annuity credit for his years of service and the cash balance under ITC's Retirement Plan and annual Management Supplemental Benefit Plan, or MSBP, benefit; for each other executive officer, the vested portion of the Executive Supplemental Retirement Plan, or ESRP, balance; for Messrs. Hayes and Oginsky, the cash balance under ITC's Retirement Plan, for Mr. Jipping, the annual benefit under the traditional component of ITC's Retirement Plan and for Ms. Blair, the cash balance and ESRP shift under ITC's Retirement Plan;

    continued payment of the executive officer's annual rate of base salary for two years plus an amount equal to two times the average annual bonus actually paid for the three fiscal years immediately preceding the fiscal year in which employment terminates, which we refer to as the average bonus amount, in each case payable in equal installments over the two-year period and commencing on the earliest date that is permitted under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, or the Code (relating to the taxation of deferred compensation);

    a pro rata portion of the annual bonus for the year of termination, based upon ITC's actual achievement of the performance targets for such year as determined under and at the time that such bonus would normally be paid;

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    reimbursement for continued coverage under ITC's health and welfare plans at active employee rates for the lesser of 18 months or until such executive officer becomes eligible for such benefits through alternative means, plus a tax gross up amount;

    outplacement services for up to two years; and

    for Ms. Blair only, deemed satisfaction of the eligibility requirements of ITC's retiree welfare benefit plan for purposes of participation therein; and for Messrs. Jipping and Oginsky, participation in ITC's retiree welfare benefit plan only if, by the end of their two year severance period, they would have achieved the necessary age and service credit otherwise necessary to meet the eligibility requirements. It is not anticipated that Mr. Jipping or Mr. Oginsky will meet such criteria if they were to terminate employment upon consummation of the merger. In addition, if ITC terminates its retiree welfare benefit plan and, by application of the provisions described in the prior sentence, the executive officer would otherwise be entitled to retiree welfare benefits, ITC will establish other coverage for the executive officer or the executive officer will receive a cash payment equal to ITC's cost of providing such benefits, in order to assist the executive officer in obtaining other retiree welfare benefits.

        If an executive officer, other than Mr. Welch, experiences a qualifying termination other than in connection with a change in control, such executive officer will receive the payments and benefits described above, but would not receive the average bonus amount.

        In addition, other than as provided in Mr. Welch's Letter Agreement (as described below), during employment and for a period of two years after any termination of employment by ITC without "cause" (as defined in the employment agreement) (other than due to their disability) or by the executive officer for "good reason" (as defined in the employment agreement), and for a period of one year following any other termination of employment, each executive officer will be subject to certain covenants not to compete with or assist other entities in competing with ITC's business and not to encourage ITC employees to terminate their employment with ITC. At all times while employed and thereafter, the executive officers will also be subject to a covenant not to disclose confidential information.

        All executive officers except Mr. Welch are subject to a cutback of any payments or benefits that would otherwise be considered excess parachute payments under Section 280G of the Code. Mr. Welch is subject to a modified cutback provision which provides that excess parachute payments will be cut back to the "safe harbor amount," but only if such a reduction would put him in a better after-tax position absent such a reduction after taking into account the applicable 20% excise tax on such excess parachute payments. ITC may, after good faith consultation with FortisUS (or following the assignment, Investment Holdings), implement strategies to mitigate any issues resulting from the application of Sections 280G and Section 4999 of the Code and to maximize net after-tax proceeds received by any individual subject to Section 4999 of the Code, provided that such actions do not result in any increased costs to ITC or its subsidiaries (determined without regard to any cutback of parachute payments or the time value of money).

        The terms "Cause" and "Good Reason" are defined as follows in the employment agreements:

    Cause means: an executive officer's continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by ITC to the executive officer of such failure; dishonesty in the performance of the executive officer's duties; an executive officer's conviction of, or plea of nolo contendere to, a crime constituting a felony or a misdemeanor involving moral turpitude; willful malfeasance or willful misconduct in connection with an executive officer's duties or any act or omission which is injurious to the financial condition or business

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      reputation of ITC; or a breach of an executive officer's obligations with respect to confidentiality or non-competition.

    Good Reason means: a greater than 10% reduction in the total value of the executive officer's base salary, target bonus, and employee benefits or if the executive officer's responsibilities and authority are substantially diminished.

Welch Letter Agreement

        In connection with the merger agreement, ITC entered into a letter agreement with Mr. Welch, dated February 8, 2016, or the Welch Letter Agreement, that amends the terms of his employment agreement. Under the terms of the Welch Letter Agreement, effective as of December 21, 2016, which we refer to as the at-will date, Mr. Welch's employment will be "at-will." Following the at-will date, if Mr. Welch's employment is terminated for any reason, Mr. Welch will not be entitled to any severance payments or benefits under his employment agreement other than his accrued rights (as defined under his employment agreement), and he will no longer be subject to the post-termination covenants set forth in his employment agreement restricting competition and solicitation of ITC customers and employees. Following the at-will date, either Mr. Welch or ITC may select Mr. Welch's retirement date at any time and for any reason; provided that Mr. Welch is required to give ITC at least 30 days advance written notice of any such retirement and ITC is required to give Mr. Welch at least ten business days advance notice of its selection of his retirement date (unless such retirement date is selected in connection with a cause event (as defined above), in which case such retirement will take effect immediately upon the provision of the notice).

        Under the Welch Letter Agreement, if following the at-will date Mr. Welch's employment is terminated due to his retirement (other than due to a retirement date selected by ITC in connection with a cause event), death or disability, (x) all of his unvested stock options and restricted stock grants will fully vest upon termination (with stock options exercisable in accordance with the applicable award agreement) and (y) with respect to all his unvested performance shares, Mr. Welch will receive, following the vesting date under the applicable performance share award agreement, the number of shares to which Mr. Welch would have otherwise been entitled if he had remained employed through such vesting date (together with the corresponding number of equivalent performance shares to be issued pursuant to the applicable performance share award agreement), with such shares issued following the vesting date in accordance with the applicable performance share award agreement. Following the at-will date, if Mr. Welch remains employed by ITC at the time cash and equity incentive awards are granted by ITC in the ordinary course, he will be entitled to receive cash and equity incentive awards that are consistent with his previous employment agreement and commensurate with his role as ITC's Chief Executive Officer.

        Under the terms of the merger agreement, until the earlier of the effective time of the merger and the termination of the merger agreement, ITC may not terminate the employment of its Chief Executive Officer, other than for cause, without the prior written consent of Fortis. See the section entitled "The Merger Agreement—Covenants Regarding Conduct of Business by ITC Pending the Merger" in this proxy statement/prospectus.

Welch Retention Agreement

        ITC and Mr. Welch are parties to a retention agreement, entered into in 2012, pursuant to which Mr. Welch is entitled to a cash payment of US$1.5 million on June 30, 2016; provided that Mr. Welch is employed as ITC's President and Chief Executive Officer on such payment date and the ITC board of directors determines, in its sole discretion, that Mr. Welch has satisfactorily performed his duties in such capacities pursuant to the terms of his employment agreement. No amounts will be payable if Mr. Welch is not employed on such payment date.

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Retention Program

        ITC expects to adopt a retention program not to exceed US$17.5 million in the aggregate in connection with the merger for the retention of key talent for the period commencing on the date of the merger agreement through the one-year anniversary of the effective time, pursuant to which ITC's executive officers (other than Mr. Welch) may be granted the opportunity to earn a retention bonus. A portion of each retention bonus will be payable at the effective time, with the remainder paid on the one year anniversary of the effective time (and payments may be accelerated upon the recipient's qualifying termination, which includes any termination for which severance would be payable). The amount of each named executive officer's potential retention bonus has not yet been determined.

Deferred Compensation

        Mr. Welch has deferred income under ITC's Executive Deferred Compensation Plan. A lump sum payment will commence upon Mr. Welch's termination and attainment of normal retirement age. This payment will not be affected by the closing of the merger.

Supplemental Retirement Plans

        ITC's executive officers (other than Mr. Welch) participate in ITC's ESRP, a nonqualified retirement plan. The purpose of the ESRP is to promote the success of ITC and its subsidiaries by providing the ability to attract and retain talented executives by providing such designated executives with additional retirement benefits. All ESRP balances become fully vested upon a change in control of ITC. Rejji P. Hayes is the only named executive officer with an unvested balance under the ESRP, which balance is US$31,956.

        Mr. Welch participates in the MSBP. Payments under the MSBP are made upon termination of employment, and Mr. Welch is currently eligible to retire with an immediate benefit under the MSBP. A life annuity with 15 years of guaranteed payments is the only form of benefits payable under the plan. Payments under the MSBP will not be affected by the closing of the merger.

Continuing Employee Benefits

        ITC may continue to make its annual equity incentive compensation grants, not to exceed US$21,000,000 for the 2016 fiscal year and US$22,500,000 for the 2017 fiscal year, in the form of restricted stock (with substantially comparable terms to the agreements governing the 2015 fiscal year restricted stock grants) in accordance with its ordinary course annual grant cycle, which we refer to as the Post-Signing Equity Awards. Any Post-Signing Equity Awards granted in the 2016 fiscal year will be subject to full accelerated vesting in connection with the closing of the merger and will be treated in accordance with the outstanding equity awards as described above in "—Treatment of ITC Stock Options and Other Equity-Based Awards." Any Post-Signing Equity Awards granted in the 2017 fiscal year will be subject to accelerated vesting on a pro-rata basis (based on the time between the grant date and the effective time of the merger) in connection with the closing of the merger and the resulting vested Post-Signing Equity Awards will be treated in accordance with the outstanding equity awards as described above in "Vesting of Equity Awards".

        In addition, under the merger agreement, for a period of at least three years following the effective time, Fortis will cause the surviving corporation to provide to each continuing employee of ITC or its subsidiaries, during such period of employment, (i) a salary, wage, target annual cash bonus opportunity, long-term target incentive opportunity and employee pension benefits, in each case, that is no less favorable than the salary, wage, target annual cash bonus opportunity, long-term target incentive opportunity and employee pension benefits that was provided to such continuing employee immediately prior to the effective time and (ii) welfare and other benefits that are substantially comparable in the aggregate to the welfare and other benefits provided to such continuing employee immediately prior to

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the effective time. During such three year period, the principal work location of each continuing employee will not be relocated by more than 50 miles from such continuing employee's principal work location as of immediately prior to the effective time.

        ITC and the surviving corporation, as applicable, will pay or cause the applicable subsidiary to pay to each employee of ITC and its subsidiaries, on the first payroll date following the effective time and subject to such employee remaining continuously employed through the effective time, (i) any accrued but unpaid annual bonus (or other cash incentive award) relating to the complete year (or completed performance period) prior to the year (or performance period) in which the effective time occurs that has been accrued on the audited consolidated financial statements of ITC, and (ii) a pro-rated portion of the annual bonus (and other cash incentive award) relating to the year (or other applicable performance period) in which the effective time occurs based on the higher of (A) ITC's achievement of the applicable performance targets as of the effective time based on the amount accrued on ITC's financial statements, and (B) the target-level achievement, which payment shall be pro-rated based on a fraction (x) the numerator of which is the number days in the year (or performance period) that has elapsed through the effective time and (y) the denominator of which is the number of days in such year (or performance period).

Attendance and Membership on the Fortis Board of Directors

        Pursuant to the terms of the merger agreement, Mr. Welch is permitted to attend (but not participate in) all meetings of the Fortis board of directors and to receive all information distributed to the directors from the effective time until the first annual general meeting of the shareholders of Fortis following the effective time. Prior to the first annual general meeting of the shareholders of Fortis following the effective time, Fortis has agreed to use reasonable efforts to cause Mr. Welch, or if Mr. Welch is still the chief executive officer of the surviving corporation, a person mutually agreed by the board of directors of the surviving corporation and the Fortis board of directors, in consultation with Mr. Welch, to be elected to the Fortis board of directors at the first annual general meeting of the shareholders of Fortis following the closing of the merger and at the next annual general meeting of the shareholders of Fortis.

Other Interests

        As of the date of this proxy statement, other than the arrangements discussed in this proxy statement, none of ITC's executive officers has entered into any agreement with Fortis regarding employment with, or compensation from, the surviving corporation or Fortis following the completion of the merger.

Indemnification and Insurance

        The merger agreement provides that from and after the effective time until the sixth anniversary thereof, the surviving corporation will indemnify each present and former director and officer of ITC or any of its subsidiaries, each referred to as an indemnified party, to the fullest extent that would have been permitted under Michigan law, ITC's articles of incorporation or bylaws in effect as of the date of the merger agreement against costs, expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement to the extent of any claim or action arising out of or in connection with matters existing or occurring prior to the effective time (including the fact that such indemnified party is or was a director or officer of ITC or any of its subsidiaries or any acts or omissions occurring or alleged to occur prior to the effective time), and to advance expenses to such indemnified parties. In addition, for a period of six years from the effective time, the surviving corporation will maintain in effect provisions in the surviving corporation's organizational documents related to indemnification and advancement of expenses that are no less favorable than those set forth in ITC's organizational documents as of the date of the merger agreement. The merger

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agreement also provides that the surviving corporation will purchase, at no expense to the beneficiaries, a six year indemnification insurance prepaid "tail policy" providing at least the same coverage and amounts as, and containing terms and conditions that are no less advantageous to the insured persons than the directors' and officers' liability insurance and fiduciary liability insurance maintained by ITC and its subsidiaries, and the surviving corporation will, and Investment Holdings will cause the surviving corporation to, maintain such indemnification insurance "tail policy" in full force and effect and continue to honor their respective obligations thereunder.

        The indemnification and insurance provisions of the merger agreement are intended to benefit, and are enforceable by, the indemnified persons and their respective heirs or representatives.

Golden Parachute Compensation

        The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for ITC's named executive officers based on the merger, assuming that the merger was completed on April 15, 2016 and the named executive officers are terminated without cause or by the named executive officer for good reason on the day immediately following the completion of the merger. The actual amounts payable would depend on the date of termination, the manner of the termination and the terms of the agreements in effect at such time. Fortis does not contemplate terminating any of the named executive officers in connection with the completion of the merger. More detail on the included payments and benefits are set forth above in the section entitled "—Financial Interests of Certain ITC Directors and Executive Officers in the Merger."

Name
  Cash
(US$)(1)
  Equity
(US$)(2)
  Pension /
NQDC
(US$)(3)
  Perquisites/
Benefits
(US$)(4)
  Tax
Reimbursement
(US$)(5)
  Other
(US$)(6)
  Total
(US$)(7)
 
 
  (in US dollars)
 

Joseph L. Welch

    5,342,274     8,157,679         30,000             13,529,953  

Linda H. Blair

    2,810,304     3,636,068         495,858             6,942,230  

Rejji P. Hayes

    1,511,275     2,279,004     31,956     53,307             3,875,542  

Jon E. Jipping

    2,297,498     2,972,536         53,306             5,323,340  

Daniel J. Oginsky

    1,916,002     2,385,097         52,440             4,353,539  

(1)
For each named executive officer, cash severance represents the estimated "double-trigger" cash severance payment provided to the named executive officers under the terms of his or her employment agreement of two times his or her current salary; two times his or her three year average bonus (2013, 2014 and 2015); a pro-rata portion of the named executive officer's bonus for 2016 (assuming performance at target) of US$368,003 for Mr. Welch, US$176,630 for Ms. Blair, US$144,411 for Mr. Jipping, US$115,068 for Mr. Hayes and US$121,685 for Mr. Oginsky; other than Mr. Welch, the retention bonus (if applicable) and any accrued but unpaid salary as of the time of termination, which are both assumed to be US$0, assuming a April 15, 2016 closing date for the merger and a qualifying termination of employment on such date. Mr. Welch will not be entitled to receive the cash severance payments mentioned above if his employment is terminated for any reason on or after December 21, 2016, as described above in the section entitled "Welch Letter Agreement" on page [·] of this proxy statement/prospectus. All of the named executive officers, other than Mr. Welch, are subject to a cutback of any payments or benefits that would otherwise be considered excess parachute payments under Section 280G of the Code. Here, Mr. Hayes would be subject to a US$711,078 cutback, which is not reflected in the amount above.
(2)
Includes the estimated value that each named executive officer would receive in respect of unvested stock options (taking into account the exercise price), restricted stock awards, performance shares (based on the higher of target and actual performance) and equivalent performance shares, based on the value of the equity award consideration and the closing of the

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    merger on April 15, 2016 on a "single-trigger" basis solely as a result of the closing of the merger. The estimated amount of each component of the equity payments is set forth in the table below.

Estimated Value of ITC Stock Options, Restricted Stock and Performance Shares
Held by Named Executive Officers
 
Executive Officer
  Unvested
Stock
Options
(US$)
  Restricted
Stock
(US$)
  Performance
Shares at
Target
Performance
(US$)
  Performance
Shares at
Maximum
Performance
(US$)
  Equivalent
Performance
Shares
(US$)
  Total
(at Maximum
Performance)
(US$)
 
 
  (in US dollars)
 

Joseph L. Welch

    1,760,912     2,934,962     1,713,469     3,426,937     34,868     8,157,679  

Linda H. Blair

    1,159,815     1,078,261     691,956     1,383,911     14,081     3,636,068  

Rejji P. Hayes

    364,804     1,003,519     450,754     901,508     9,173     2,279,004  

Jon E. Jipping

    948,116     881,429     565,739     1,131,479     11,512     2,972,536  

Daniel J. Oginsky

    737,989     684,001     476,703     953,406     9,701     2,385,097  
(3)
Includes for Mr. Hayes, unvested benefits under the ESRP in the amount of US$31,956, which immediately vest upon the change in control.

(4)
Includes (a) postretirement medical and dental benefits following a qualifying termination of US$441,632 for Ms. Blair; (b) 18 months of benefit continuation following a qualifying termination valued at US$29,226 for Ms. Blair, US$28,306 for Mr. Jipping, US$28,307 for Mr. Hayes and US$27,440 for Mr. Oginsky; and (c) two years of outplacement services for all named executive officers, valued at a total of US$30,000 for Mr. Welch and US$25,000 for Ms. Blair and Messrs. Jipping, Hayes and Oginsky. Mr. Welch would not receive any benefits continuation because has met the retirement eligibility requirements of the Postretirement Welfare Plan and therefore would receive benefits upon termination under the Postretirement Welfare Plan. Mr. Welch would not be entitled to receive the US$30,000 in outplacement services if terminated for any reason on or after December 21, 2016, as described above in the section entitled "Welch Letter Agreement" on page [·] of this proxy statement/prospectus. The value of the Postretirement Welfare Plan benefit is included for Ms. Blair since her employment agreement includes a provision for deemed satisfaction of the eligibility requirements under change-in-control. It is assumed Ms. Blair would commence her Postretirement Welfare Benefits at age 58. The present value of the Postretirement Welfare Plan benefit is based on the same assumptions used for the 12/31/2015 ASC 715 disclosure, except a 4.22% discount rate is used and it assumes 100% coverage for spousal benefits.
(5)
ITC has no obligation to any named executive officer to pay a "gross-up" to offset golden parachute excise taxes under Section 4999 of the Code or to reimburse the named executive officer for related taxes. ITC will gross-up any amounts required to pay any income and/or payroll taxes due on the sum of the COBRA premium payments made by ITC to Messrs. Jipping, Hayes and Oginsky and Ms. Blair. Such amounts are not included above.
(6)
None of the named executive officers have any other benefits that would be paid out upon a qualifying termination following completion of the merger.
(7)
Includes the aggregate dollar value of the sum of all estimated amounts reported in the preceding columns.

Narrative to Golden Parachute Table

        The tabular disclosure set forth above assumes that each of the listed ITC named executive officers (i) is terminated without cause or resigns for good reason in connection with the proposed merger under circumstances that entitle such individual to severance payments and benefits under his or her employment agreement as of April 15, 2016 (the latest practicable date, determined pursuant to Item 402(t) of Regulation S-K) and (ii) becomes entitled to accelerated vesting and/or payment in respect of all unvested equity and equity-based awards held by such named executive officer on such date (excluding, for the avoidance of doubt, any additional awards that may be granted and any new

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compensatory arrangements that may be entered into prior to the effective time), in accordance with their terms and the merger agreement, regardless of whether the named executive officer's employment is terminated, based on the equity award consideration (which is equal to the sum of (i) US$22.57 and (ii) the product of (a) 0.7520 of a Fortis common share, multiplied by (b) the average of the volume weighted average price per Fortis common share on the TSX, on each of the five consecutive trading days ending with the second complete trading day immediately prior to the effective time (with each such trading day's applicable price converted into US dollars using the spot exchange rate)). The tabular disclosure set forth above assumes a price of US$26.56 per Fortis common share (the average per-share closing price of Fortis over the first five business days following February 9, 2016, determined pursuant to Item 402(t) of Regulation S-K).

The Fortis Special Meeting and Shareholder Approval

        Pursuant to Section 611(c) of the Toronto Stock Exchange Company Manual, or the TSX Manual, security holder approval is required if the number of securities issued or issuable in payment of the purchase price for a merger exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. There were approximately 152.7 million shares of ITC stock outstanding as of February 8, 2016 and, under the terms of the merger agreement, which restricts stock issuances by ITC (subject to certain exceptions), less than 155.6 million shares of ITC stock are expected to be outstanding at the effective time of the merger. Accordingly, if the merger is completed, up to 117 million Fortis common shares would be issued as partial payment of the purchase price for the merger, representing up to 41.5% of the current issued and outstanding Fortis common shares. The actual number of Fortis common shares to be issued pursuant to the merger agreement will be determined at completion of the merger based on the exchange ratio and the number of shares of ITC common stock outstanding at such time. Accordingly, Fortis shareholders must approve the issuance of common shares to the holders of ITC common stock in connection with the merger by an ordinary resolution, which requires approval by a majority of the votes cast, either in person or by proxy, at a special meeting of shareholders or any adjournment or postponement thereof. Fortis has called an annual and special meeting of shareholders to be held on May 5, 2016, at which Fortis will seek the approval required by the TSX. The record date for the upcoming annual and special meeting of Fortis shareholders is March 18, 2016.

        The TSX Manual and applicable Canadian securities legislation provide in certain instances that certain insiders or related parties are not entitled to vote on transactions that are required to be approved by a company's security holders. To the knowledge of the directors and executive officers of Fortis, after reasonable inquiry, no votes attached to the common shares will be excluded in determining whether shareholder approval of the issuance of Fortis common shares to the holders of ITC common stock has been obtained.

Accounting Treatment of the Merger

        In accordance with U.S. GAAP, the merger will be accounted for as a business combination applying the acquisition method of accounting. Accordingly, the aggregate fair value of the consideration paid by Fortis in connection with the merger will be allocated to ITC's net assets based on their fair values as of the close of the transaction. The excess of the total purchase consideration over the fair value of the identifiable assets acquired, liabilities assumed and any non-controlling interest in ITC will be allocated to goodwill. The results of operations of ITC will be included in Fortis' consolidated results of operations only for periods subsequent to the completion of the merger.

Financing for the Merger

        For purposes of financing the merger, on February 9, 2016, Fortis obtained: (i) a commitment letter from BNS pursuant to which BNS committed to provide to Fortis, upon the terms and subject to

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the conditions set forth therein, an aggregate amount of US$1.7 billion in non-revolving term senior unsecured equity bridge facilities, repayable in full 364 days following their advance, or the Equity Bridge Facilities, and (ii) a commitment letter from Goldman Sachs Bank pursuant to which Goldman Sachs Bank committed to provide to Fortis, upon the terms and subject to the conditions set forth therein, a US$2.0 billion non-revolving term senior unsecured debt bridge facility, or the Debt Bridge Facility, and together with the Equity Bridge Facilities, the Merger Credit Facilities, repayable in full 364 days following its advance. Goldman Sachs Bank has syndicated 60% of the Debt Bridge Facility to three other financial institutions, each of which have agreed to provide 20% of such facility. BNS may syndicate a portion of the Equity Bridge Facilities.

        The Merger Credit Facilities would be sufficient, if necessary, to fund the full cash consideration for the merger. However, Fortis does not expect to draw any amounts under the Merger Credit Facilities, as Fortis expects the cash consideration for the merger and the merger-related expenses to be financed at the closing from: (i) the net proceeds of the prospective offerings and (ii) the net purchase price paid by the minority investor in connection with the minority investment. The debt securities to be issued in the prospective offerings are expected to be denominated primarily in US dollars in order to provide a natural currency hedge for Fortis' US dollar earnings. If such financing sources are unavailable to Fortis on terms acceptable to Fortis on or prior to the closing of the merger, Fortis will borrow amounts under the Merger Credit Facilities, the material terms of which are summarized below, to finance the necessary portion of the cash consideration for the merger. Borrowings by Fortis under the Merger Credit Facilities, particularly as a result of a failure to complete the minority investment at the time of the closing of the merger, could contribute to a downgrade of Fortis' credit ratings at the time of the closing of the merger. If any amount is drawn under the Merger Credit Facilities in connection with the closing of the merger, Fortis expects to refinance the borrowing using the net proceeds from a combination of one or more offerings of equity securities, equity-linked securities, first preference shares, second preference shares, medium-term debt and/or hybrid debt equity securities or from amounts extended under other debt financings. If there has been a downgrade in Fortis' credit ratings prior to such refinancing, the costs incurred by Fortis for amounts borrowed under the Merger Credit Facilities and to refinance such borrowings will increase. Any financing by Fortis involving the issuance of equity securities could result in dilution of the shareholders of Fortis and the interest of the shareholders of ITC in Fortis following the merger.

The Minority Investment

        On April 20, 2016, Fortis, FortisUS, Investment Holdings and Merger Sub entered into the subscription agreement with the minority investor. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the subscription agreement. This summary may not contain all of the information about the subscription agreement that is important to ITC shareholders. Fortis and ITC encourage you to carefully read the subscription agreement, filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

        Pursuant to the subscription agreement, the minority investor has agreed to purchase common stock of Investment Holdings for an aggregate cash purchase price of approximately US$1.0 billion, and notes issued by Investment Holdings for an aggregate cash purchase price of approximately US$0.2 billion, in each case immediately prior to the effective time of the merger. As a result of the minority investor's purchase of Investment Holdings' common stock, the minority investor will indirectly own 19.9% of the issued and outstanding common stock of, and economic interest in, ITC immediately following the merger. Completion of the merger is not conditioned on completion of the minority investment contemplated by the subscription agreement. The entering into of the subscription agreement will not result in a reduction in the commitments under the Merger Credit Facilities. See "—Merger Credit Facilities" below.

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        The subscription agreement contains customary representations and warranties. Subject to specified limitations, the minority investor has agreed to cooperate and use its reasonable best efforts to assist FortisUS, Investment Holdings and Merger Sub to obtain all required regulatory consents and to make all regulatory filings required in connection with the merger and the minority investment. The obligation of the minority investor to complete its investment in Investment Holdings is subject to the satisfaction or waiver of customary conditions, the satisfaction of conditions to the merger and the receipt of required regulatory approvals without the imposition of burdensome conditions. Prior to the effective time of the merger, Fortis has agreed not to cause Investment Holdings or ITC to undertake certain actions described in the shareholders' agreement and, in the case of actions that would customarily be discussed by a board of directors or require board approval, to consult with the minority investor prior to taking such actions or requesting that Investment Holdings or ITC take such actions. Fortis, FortisUS and Merger Sub cannot amend or waive provisions of the merger agreement in a manner that would be material and adverse to the minority investor. The parties to the subscription agreement are entitled to specifically enforce its terms.

        Immediately following the closing of the merger, the minority investor, FortisUS, Investment Holdings and ITC will enter into a shareholders' agreement, or the shareholders' agreement, substantially in the form attached as an annex to the subscription agreement. The shareholders' agreement will provide certain customary rights to the minority investor, including the right to appoint one director to the boards of Investment Holdings and ITC as long as it owns at least 9.95% (except in specified instances of dilution) of the outstanding common stock of Investment Holdings.

        Under the terms of the shareholders' agreement, the minority investor will have certain minority approval rights relating to Investment Holdings and ITC, subject to maintenance of certain ownership thresholds with respect to Investment Holdings, including with respect to (i) amendments to charter documents, (ii) changes in board size, (iii) issuances of equity, (iv) business combinations that would impact the minority investor differently than other shareholders, (v) insolvency, (vi) certain acquisitions of, investments in, or joint ventures relating to non-core assets, or certain material sales or dispositions of core assets, (vii) in limited circumstances, the incurrence of indebtedness by Investment Holdings, ITC or its subsidiaries or the taking of certain actions that would reasonably be expected to result in the long-term unsecured indebtedness of Investment Holdings, ITC and its subsidiaries being rated below investment grade, (viii) actions that would cause a ratio of ITC's cash flow to debt to exceed an agreed threshold, (ix) limitations on corporate overhead costs paid by ITC to Fortis and (x) expansion of the core business outside ITC's current regulatory jurisdictions. The shareholders' agreement also provides for a dividend policy, which can be amended only with the approval of all the independent directors of Investment Holdings.

        For a discussion of risks relating to the minority investment, or the failure to complete the minority investment, see the risk factors entitled "The minority investment may not be completed" and "The minority investor is an affiliate of GIC and the subscription agreement providing for the minority investment does not provide any contractual recourse to GIC" beginning on page [·] of this proxy statement/prospectus.

Merger Credit Facilities

        Following the closing of the merger, if any amounts are borrowed under the Equity Bridge Facilities: (i) the net proceeds obtained by Fortis from certain equity offerings, including the minority investment, if any, and (ii) a pro rata proportion (based on the ratio of the outstanding commitments or loans outstanding under the Equity Bridge Facilities on the one hand and the Debt Bridge Facility on the other hand) of the net cash proceeds of certain dispositions by Fortis or its subsidiaries to third parties of property or assets where the net cash proceeds of such disposition exceed US$100 million, will in each case be required to be used to prepay the Equity Bridge Facilities, each, an Equity Prepayment Obligation.

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        The commitments available to be drawn under the Equity Bridge Facilities will be reduced by the amount of the net proceeds arising as a result of the occurrence of any Equity Prepayment Obligation prior to any drawdown of the Equity Bridge Facilities. In addition, following payment, prepayment or effective reduction to zero of the Debt Bridge Facility, the net proceeds (or the commitments) obtained in respect of certain bank loans or credit facilities or the net proceeds obtained in respect of certain other long-term debt financing by Fortis or its subsidiaries, or the permanent debt, will result in a reduction in outstanding commitments or prepayment, as applicable, under the Equity Bridge Facilities, subject to certain exclusions. Any reduction in the outstanding commitments under the Equity Bridge Facilities will be irreversible and any amount prepaid thereunder may not be re-borrowed.

        Following the closing of the merger, if any amounts are borrowed under the Debt Bridge Facility: (i) the net proceeds, or in the case of certain bank loans or credit facilities, the commitments, obtained by Fortis or any of its subsidiaries from the permanent debt, (ii) the net cash proceeds obtained by Fortis from certain equity offerings by Fortis and its subsidiaries, including, for greater certainty, the minority investment, completed after the Equity Bridge Facilities have been reduced (or offerings have been commenced in an aggregate amount sufficient to reduce the Equity Bridge Facilities) to an agreed threshold amount and (iii) a pro rata proportion (based on the ratio of the outstanding commitments or loans outstanding under the Debt Bridge Facility on the one hand and the Equity Bridge Facilities on the other hand) of the net cash proceeds of certain dispositions by Fortis or its subsidiaries to third parties of property or assets where the net cash proceeds of such disposition exceed US$100 million, will in each case be required to be used to prepay the Debt Bridge Facility, each, a Debt Prepayment Obligation.

        The commitments available to be drawn under the Debt Bridge Facility will be reduced by the amount of the net proceeds arising as a result of the occurrence of any Debt Prepayment Obligation prior to drawdown of the Debt Bridge Facility. Any reduction in the outstanding commitments under the Debt Bridge Facility will be irreversible and any loans prepaid thereunder may not be re-borrowed.

        Each of the credit agreements pursuant to which the Merger Credit Facilities will be provided, if necessary, would contain customary representations and warranties, affirmative and negative covenants and events of default that will be substantially similar to those in the Fortis' acquisition credit agreement, dated as of March 28, 2014, with BNS, as administrative agent, and the lenders from time to time party thereto. Pursuant to these covenants, Fortis would be required to maintain a consolidated debt to consolidated capitalization ratio of not more than 0.70:1, which is the current consolidated debt to consolidated capitalization ratio in Fortis' existing revolving corporate credit facility with BNS, as commitment agent, and the lenders from time to time party thereto, or the Revolving Facility. Fortis will also be required to obtain an unsecured debt credit rating from either of Moody's or Fitch, neither of which currently rates Fortis or its debt securities.

        The Equity Bridge Facilities and the Debt Bridge Facility are subject to customary conditions to funding including, among others, that the merger is consummated on the terms set forth in the merger agreement, without any amendments, supplements or waivers or other modifications that are materially adverse to the applicable lenders, unless made with the prior written consent of BNS or Goldman Sachs Bank, as applicable (such consent not to be unreasonably withheld, delayed or conditioned); that no material adverse effect (as defined in the merger agreement) in respect of ITC shall have occurred; and, in the case of the Equity Bridge Facilities, that Fortis shall have received gross cash proceeds from permanent debt and/or borrowings under the Debt Bridge Facility of not less than US$2.0 billion; and, in the case of the Debt Bridge Facility, that Fortis shall have received a minimum amount of gross cash proceeds from certain offerings including, for greater certainty, the minority investment, and/or borrowings under the Equity Bridge Facilities (or any replacement facility) of not less than US$1.2 billion.

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        Customary fees are payable by Fortis in respect of the Merger Credit Facilities and amounts outstanding under the Merger Credit Facilities will bear interest at market rates.

        As of December 31, 2015, Fortis and its subsidiaries had consolidated credit facilities of approximately $3.6 billion, of which $2.4 billion was unused, including an unused amount of approximately $570 million under Fortis' $1.0 billion committed Revolving Facility. Fortis also has the ability to request that the lenders under the Revolving Facility increase the credit under the Revolving Facility by up to an additional $300 million pursuant to an accordion feature in its Revolving Facility. However, Fortis does not expect to seek such increase in connection with the financing of the merger. As of December 31, 2015, on a pro forma basis after giving effect to the merger and the financing plan in connection with the merger as assumed in the unaudited pro forma condensed consolidated financial statements contained under the section entitled "Unaudited Pro Forma Condensed Consolidated Financial Information" beginning on page [·] of this proxy statement/prospectus, Fortis would have had approximately $22.2 billion of total indebtedness outstanding (on a consolidated basis), including an expected $6.2 billion of debt of ITC (on a consolidated basis). Fortis expects to maintain an investment-grade credit rating following the merger. See the risk factor entitled "The merger may result in a downgrade of Fortis' credit ratings."

Regulatory Approvals Required for the Merger

        To complete the merger and the other transactions contemplated by the merger agreement, Fortis and ITC must make certain filings, submissions and notices to obtain required authorizations, approvals, consents and/or expiration of waiting periods from a number of federal and state public utilities, antitrust and other regulatory authorities. Fortis and ITC have each agreed to use their best efforts to obtain clearance under the HSR Act and their best efforts to obtain and maintain all other regulatory approvals necessary to complete the merger and the other transactions contemplated by the merger agreement. Fortis and ITC are not currently aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties' consummation of the merger other than those described below. There can be no assurance, however, if and when any of the approvals required to be obtained for the merger and the other transactions contemplated by the merger agreement will be obtained or as to the conditions or limitations that such approvals may contain or impose.

FERC

        The transaction is conditioned on obtaining authorization pursuant to Section 203 of the FPA for the merger or consolidation of FERC jurisdictional facilities.

        Fortis and ITC will file a joint application with FERC seeking all necessary approvals under Section 203 of the FPA.

Public Utility Commissions

        International Transmission Company, Michigan Electric Transmission Company, LLC, ITC Midwest LLC and ITC Great Plans, LLC, or, collectively, the ITC utility operating companies, along with Fortis, ITC and certain other related parties, will submit applications for approval of the merger to certain of the state regulators in the states in which the ITC utility operating companies operate. The requirements of those state regulators are discussed below. In all of the jurisdictions, the primary issue will be the effect the proposed transactions will have on the public interest.

Wisconsin

        Because ITC constitutes a "holding company" under Wis. Stat. § 196.795(1)(h), Fortis, ITC and certain other related parties will submit a joint application to the Public Service Commission of

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Wisconsin pursuant to Wis. Stat. § 196.795(3). That statute requires consideration of whether the transaction is in the best interest of utility consumers, investors and the public. The application will seek approval of the transactions and other related regulatory approvals and relief.

Illinois

        Because ITC Midwest LLC owns transmission facilities in Illinois, Fortis, ITC and certain other related parties will submit a joint application to the Illinois Commerce Commission pursuant to 220 ILCS 5/7-204(b). That statute provides that no reorganization of an Illinois public utility can take place without prior approval of the Illinois Commerce Commission. The application will seek approval of the transactions and other related regulatory approvals and relief.

Oklahoma

        Because ITC is considered a holding company of a domestic public utility, Fortis, ITC and certain other related parties will submit a joint application to the Oklahoma Corporation Commission pursuant to 17 Okla St § 191.2. That statute provides that any entity seeking to acquire control of a holding company that controls a public utility must first seek Oklahoma Corporation Commission approval. The application will seek approval of the transactions and other related regulatory approvals and relief.

Missouri

        Because ITC Midwest LLC owns transmission facilities in Missouri, Fortis, ITC and certain other related parties will submit a joint application to the Missouri Public Service Commission pursuant to Missouri Revised Statute 393.190, which requires consideration of any impact a sale, assignment, lease, transfer, merger, consolidation, or other disposition will have on the tax revenues of the political subdivisions in which any structures, facilities or equipment of the corporations involved in such disposition are located. The application will seek any required approval of the merger of ITC Midwest into the businesses ultimately owned by Fortis as a result of Fortis' acquisition of ITC. ITC Midwest and Fortis filed a Notice of Intended Case Filing with the Missouri Public Commission on February 25, 2016.

Kansas

        Because ITC Great Plains is a public utility in Kansas, Fortis, ITC and certain other related parties will submit a joint application to the Kansas Corporation Commission under K.S.A. 66-136. That statute provides that a public utility may not assign, transfer, or lease, nor may any contract or agreement with reference to or affecting its certificate of convenience be entered into, without approval from the Kansas Corporation Commission. The application will seek approval of the transactions and other related approvals and relief.

HSR Act

        Under the HSR Act, and the rules and regulations promulgated thereunder by the FTC, the transaction cannot be consummated until, among other things, notifications have been given and certain information has been provided to the FTC and the Antitrust Division of the Department of Justice, or the Antitrust Division, and all applicable waiting periods have expired or been terminated.

        Each of Fortis and ITC will file a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC. The expiration or early termination of any HSR Act waiting period would not preclude the Antitrust Division or the FTC from challenging the merger on antitrust grounds or from seeking to preliminarily or permanently enjoin the proposed merger. If the merger is not completed within 12 months after the expiration or early termination of the applicable HSR Act waiting period, Fortis and ITC will be required to submit a new Pre-Merger Notification and Report Form pursuant to the HSR Act to the Antitrust Division and the FTC, and a new HSR Act waiting period will have to expire or be terminated early before the merger could be completed.

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CFIUS

        CFIUS is an interagency committee of the U.S. government that has the authority to review any merger, acquisition or takeover, by or with a foreign person, that could result in foreign control of any "U.S. business" to determine the effects of the transaction on the national security of the United States. A "U.S. business" is an entity or business unit engaged in interstate commerce in the United States. If CFIUS determines that a transaction presents national security concerns, it can negotiate or impose measures to mitigate such concerns or recommend that the President of the United States block or unwind a transaction. Parties to transactions subject to CFIUS's jurisdiction may voluntarily notify CFIUS of their proposed transactions in order to obtain CFIUS approval. CFIUS may also initiate a review of any transaction within its jurisdiction. Fortis and ITC will jointly submit a notification to CFIUS regarding the merger.

FCC

        Under regulations issued by the U.S. Federal Communications Commission, or FCC, implementing provisions of the Communications Act of 1934, as amended, an entity holding private radio licenses for internal communications purposes generally must obtain the approval of the FCC for transfer of control of a licensee or for assignment of those licenses. ITC and certain of its subsidiaries hold FCC licenses or authorizations for private internal communications and, as a conditio